Healdsburg City Council
November 13, 2023

CITY OF HEALDSBURG

CITY COUNCIL

SPECIAL MEETING AGENDA
City Hall Council Chamber Meeting Date: November 13, 2023 401 Grove Street Time: 5:00 PM
Healdsburg, CA 95448 Date Posted: November 8, 2023
(707) 431-3317
To join by computer, tablet, or mobile device:

Go to https://zoom.us/join and type in the Webinar ID: 815 8894 3494 or follow this link:
healdsburg.gov/zoom (Pre-registration for the meeting is not required.)

1. CALL TO ORDER/ROLL CALL
A. Pledge of Allegiance
B. Approval of Agenda

2. PUBLIC COMMENT AT A SPECIAL MEETING
Members of the public shall have the opportunity to address the City Council concerning any item listed on the agenda during consideration of that item, when the Mayor opens public comment. There will be no public comment on nonagendized items at this meeting.

3. PUBLIC HEARINGS
A. Hearing to Consider Retail Cannabis Business Applications Hold a public hearing and consider adopting a Resolution awarding retail cannabis business permits to two applicants.

4. ADJOURN CITY COUNCIL MEETING

CIUDAD DE HEALDSBURG

CONSEJO MUNICIPAL
ORDEN DEL DÍA DE LA REUNIÓN ESPECIAL DEL CONSEJO

MUNICIPAL
Cámaras del Consejo Municipal Fecha de reunión: 13 de noviembre de 2023 401 Grove Street Hora: 5:00 PM
Healdsburg, CA 95448 Fecha de publicación: 8 de noviembre de 2023 (707) 431-3317
Para participar por computadora, tableta o dispositivo móvil:

Vaya a https://zoom.us/join y teclee el número de identificación (ID) del seminario web: 815 8894 3494 o siga este enlace: healdsburg.gov/zoom (No es necesario inscribirse previamente a la reunión).

1. LLAMADA AL ORDEN/PASAR LISTA
A. Juramento a la bandera
B. Aprobación del orden del día

2. COMENTARIOS DEL PÚBLICO EN UNA REUNIÓN ESPECIAL
Los miembros del público tendrán la oportunidad de dirigirse al Concejo Municipal en relación con cualquier tema incluido en el orden del día durante la consideración de dicho tema, cuando el Alcalde inicie los comentarios del público. No habrá comentarios del público sobre puntos no incluidos en el orden del día en esta reunión.

3. AUDIENCIAS PÚBLICAS
A. Audiencia para estudiar las solicitudes de negocios minoristas de cannabis Celebración de una audiencia pública y consideración de la adopción de una Resolución por la que se conceden permisos de negocio minorista de cannabis a dos solicitantes.

4. LEVANTAR LA REUNIÓN DEL CONSEJO MUNICIPAL

CITY OF HEALDSBURG

CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: November 13, 2023
SUBJECT: Public Hearing to Consider Retail Cannabis Business Applications PREPARED BY: Andrew Sturmfels, Assistant City Manager
STRATEGIC INITIATIVE(S):

Provide Effective Governance
RECOMMENDED ACTION(S):

Hold a public hearing and consider adopting a Resolution awarding retail cannabis business permits to two applicants.

COMMUNITY ENGAGEMENT/OUTREACH:

Over the last two years, the City has engaged the community through a community survey, multiple public hearings and meetings, and the release of a dedicated cannabis webpage on the City website that has been updated regularly throughout the process. Staff also created a cannabis-specific list serve and included process updates in social media posts and the City Manager’s biweekly newsletter.

BACKGROUND:

At its November 18, 2021 Work Session, the Council discussed various issues and approaches relating to whether to allow commercial cannabis uses. At the conclusion of the Work Session, the Council directed staff to conduct a community survey and report back with the survey’s results and an approach to commercial cannabis based in part on the survey and in part on Council’s direction to move away from a prohibition and to allow and apply limits to commercial cannabis uses.

On May 2, 2022, staff returned to City Council and discussed the results of the community survey. Staff also provided City Council with a proposed approach for commercial cannabis uses and received feedback from the Council on the proposed approach. Council directed staff to continue with the development of a regulatory program for commercial cannabis uses and return with formal land use code amendments.

On September 6, 2022, staff presented to Council draft proposed land use code amendments.

Council provided direction to staff at that meeting to proceed with the development of an

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ordinance updating the Healdsburg Municipal Code to allow commercial cannabis uses. On November 8, 2022, staff workshopped the land use code amendments with the Planning Commission. On January 23, 2023, Council approved a contract with HdL Companies to provide cannabis support services, including supporting the development of application fees, application process and materials development, and supporting the application and inspection process for new retail cannabis businesses selected through a competitive process.

Staff brought the final draft Land Use Code amendments, along with amendments to other chapters of the Healdsburg Municipal Code, to the Planning Commission on February 28, 2023.

At that meeting, the Commission recommended the Council adopt the proposed amendments.

The City Council introduced the Commercial Cannabis Business Ordinance on March 20, 2023, and passed the ordinance on April 17, 2023, with an effective date of May 17, 2023. Also on March 20, 2023, the Council adopted fees for the Commercial Cannabis Business Program, established the Cannabis Business Tax Rate, and approved the Dispensary Application Process, Scoring, and Criteria (Attachment A).

The retail application process opened on June 15, 2023, and remained open until July 30, 2023.

During that time, staff updated a Q&A document weekly to reflect applicant questions and responses. Applicants were required to submit application materials consistent with the adopted Dispensary Application Process, including a Zoning Clearance Letter (provided by the City), an application form, a property owner consent or landlord affidavit, responses to the evaluation criteria, proof of capitalization, proof of financial responsibility, an indemnity agreement, and consent to inspection agreement, and copies of business entity formation and organizing documents. Applicants were also required to submit to a background check through a web-based portal.

Eight applicants submitted applications by the July 30th deadline. Maps of proposed locations for each applicant are included as Attachment B. On August 16th, 2023, staff determined all eight applications to be complete and moved the applications forward to the Phase 2 Application Evaluation and Review.

The Phase 2 Application Evaluation and Review comprised a technical scoring of each applicant based on the application materials and adherence to the approved Dispensary Application Process, Scoring, and Criteria. The Phase 2 Evaluation focused on the applicants’ business plan, labor and employment plan, and security plan. Six of the applicants, Flora Terra, Jane, Kure Wellness, Off the Charts, Sparc, and Thi Wellness, scored 100%. Mercy Wellness (95.42%) and Solful (98.75%) scored slightly less due to missing minor pieces of information in their application. As a result of the strong overall scoring, all applicants moved to Phase 3 Interviews.

Phase 2 scores have no further impact on the process and have no substantive meaning in comparing applicant quality.

Saff held Phase 3 Interviews on October 12th for seven of the applicants. The Phase 3 Interviews focused on the applicants’ qualifications, neighborhood compatibility, community benefits, and proposed site plan. Staff interviewed Sparc on October 25th following an initial disqualification and subsequent reinstatement by the City Manager. The interview panel consisted of Police Chief Jenkins, Community Development Director Duiven, and Finance Director Edgar. Assistant

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City Manager Sturmfels proctored the interviews but did not score the applicants. All applicants were asked the same questions and given the same amount of interview time.

The Phase 3 interview scores are as follows.

Mercy Wellness: 97.06
Solful: 94.94
Jane: 90.94
Off the Charts: 90.75
Sparc: 88.31
Flora Terra: 87.88
Kure: 69.06
Thi Wellness: 60.00
DISCUSSION/ANALYSIS:

Based on the Phase 3 Interview results, the top two scoring applicants are Mercy Wellness and Solful. The City Council has ultimate discretion to determine which two applicants will receive the two available retail cannabis business permits. To assist Council in their deliberations, staff have attached application materials for all applicants. Additionally, staff have provided a summary of each applicant below in interview score order along with staff comments on each application. Each summary includes information on the ownership, experience, type of application submitted, and business concept. Staff have also summarized major items listed as proposed community benefits listed in each applicants’ materials. Information provided in the summary is not intended to be exhaustive of the applicants’ proposals. Full application materials are also attached. Security Plan and Capitalization details are redacted from the application materials. Staff comments are based on summarized feedback from each applicant interview and have been reviewed by the interview team.

During the Public Hearing, each applicant will have the opportunity to present for eight minutes.

Staff have recommended to applicants that they focus their time on addressing the following:

1. Business Concept – Explain your business model and plans for your proposed retail operation.

2. Project Financing – Summarize your company’s financial position and funding sources for opening the proposed location.

3. Proposed Location – What makes your location ideal for your business and the community?

4. Community Engagement – What have you done, or plan to do, to engage with the Healdsburg Community?

5. Overall Fit - What makes your business a good fit for Healdsburg? Applicant presentations will proceed in alphabetical order:

1. 465 Retail (Solful)

2. Chroma Inc (Thi Wellness)

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3. Garden PARC (Sparc)

4. JF Healdsburg (Jane)

5. KURE Wellness SPC (KURE)

6. Mercy Wellness

7. OTC (Off the Charts)

8. Sonoma CHO (Flora Terra)
Upon the conclusion of all applicant presentations, Council will have the opportunity to ask questions of each applicant. Upon Council selecting the two businesses who will receive the retail permits, staff will work with each business to complete the permitting process, which will include tenant improvements, site inspections, and close coordination with multiple City Departments including Community Development, Public Works, Police, and Fire.

Below, staff have provided a summary and staff comments for each applicant, listed in order of Phase 3 scoring from highest to lowest. The summary includes a proposed exterior rendering for all applicants as well as proposed interior renderings for applicants who provided one in the application. Some applicants provided multiple renderings, which can be found in their application materials.

Applicant Summary:

Mercy Wellness Healdsburg
20 Dry Creek Road
Phase III Interview Score: 97.06
Summary: Mercy Wellness currently operates three commercial retail locations in Sonoma County, two in Santa Rosa and one in Cotati. They are a vertically integrated company with cultivation, manufacturing, distribution, and retail sales all under the same organizational umbrella. Owner/Applicants Brandon Levine (80%) and Felicia Accomazzo (20%) have over 33 years of combined cannabis industry experience and have applied to Healdsburg as a Microbusiness applicant proposing retail sales, delivery, non-volatile manufacturing, and distribution. Their concept focuses on providing an immersive customer experience and includes a viewing window from the consulting area to the manufacturing area of the premises. The proposal also includes an agritourism component partnering with local cannabis farms in the region.

Mercy Wellness commits to the following community benefits in their application:

1. Providing a hiring preference to Healdsburg residents

2. Providing full-time employees up to 40 hours a year of time off to volunteer.

3. Donating 5% of sales to Healdsburg nonprofits.

4. Hosting educational events geared towards seniors and first-time users at least once a month.

Staff Comments: Staff prefer the site location over most others. The site is accessible from both Healdsburg Avenue and Dry Creek Road and has ample parking. The site has been vacant for

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some time and is in an active commercial area with high visibility. The proposed exterior and interior designs are attractive and reflect a higher-end retail quality. During the interview, Mercy demonstrated an exemplary level of knowledge and came prepared to answer staff questions.

They’ve engaged local businesses near their proposed location and have taken concrete steps to build connections in the community. They have demonstrated successful operation of their other locations.

Rendering of Proposed Exterior:

Rendering of Proposed Interior:

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465 Retail LLC (DBA as Solful)
Location: 465 Healdsburg Ave
Phase III Interview Score: 94.94
Summary: Solful currently operates three commercial retail locations, one in Sebastopol, one in Santa Rosa, and one in San Francisco. Solful owners Eli Melrod (23.85%), Peter Dickstein (23.85%), Theodore Ubben (5.13%), and Rich McNally (1.04) include several local business owners and residents. Mr. Melrod has worked in the cannabis industry since 2014 and operated as Solful’s CEO and Co-Founder since 2017. The Solful application is for a retail dispensary with delivery. Solful’s concept focuses heavily on wellness, customer education, diversity, and sustainability. Their business model targets a mature demographic.

Solful lists the following community benefits in their application:

1. Contributing to local community organizations.

2. Serving as a 1% for the planet member.

3. Paid time off for employees volunteering on Earth Day.

Staff Comments: The location provides a unique opportunity for supporting activation of the northern portion of the downtown commercial district along Healdsburg Avenue and is the most pedestrian-friendly of the proposed locations. The location is currently being used as office space and has sufficient parking, located to the rear of the building, to support the retail business.

Solful has engaged the local community and demonstrated successful operation of their other locations. During the interview, Solful demonstrated substantial knowledge of the cannabis industry and Healdsburg community needs. Solful’s business concept aligns with the more mature population demographics found in Healdsburg.

Rendering of Proposed Exterior:

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Rendering of Proposed Interior:

JF Healdsburg LLC (DBA as Jane)
44D Mill Street

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Phase III Interview Score: 90.94
Summary: Jane currently operates two locations in Sonoma County, in Santa Rosa and Cotati.

They also have a location in St. Louis, Missouri. Jane’s ownership team includes all Healdsburg residents, including Jaime and Tony Shira (30%), Whitney Opperman (30%), Michael Thomsen (5%), Leigh Anne Baker (by title), and Mat Humphrey (by title). Jane’s concept focuses on “high-end retail, providing a top-notch customer experience and beautifully curated product selection.” Jane proposes their Healdsburg location to be a retail storefront with delivery and seeks to partner with local and regional organizations to enhance Healdsburg’s existing reputation as an elevated tourism destination. The team has substantial experience in the cannabis industry, with three of the listed owners serving as founders of “The Apothecarium” in San Francisco.

Jane lists the following community benefits in its application:

1. 50% of store displays stocked with products sourced from Sonoma, Mendocino, and Humboldt counties.

2. Serving as a 1% for the Planet member.

3. Providing up to 20 hours of paid community service per year per employee.

4. Supporting local nonprofits through direct contributions and volunteering.

5. Conducting workshops and providing educational resources to ensure legal and safe consumption.

Staff Comments: The location provides an opportunity for adaptive reuse of an existing underutilized site. The site has ample parking that is shared among multiple tenants, but staff has some security concerns about the site’s limited street visibility as well as site access for pedestrians. The proposed site designs are attractive and reflect a higher end retail quality.

While it’s clear the ownership team has experience and an understanding of the Healdsburg community, the interview revealed the applicants had taken limited steps to engage the community outside of existing personal relationships. The level of detail provided to several questions during the interview, while still of quality, was lacking in comparison to the top applicants’ responses. Jane has demonstrated successful operation of their other locations.

Rendering of Proposed Exterior:

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Rendering of Proposed Interior
OTC Healdsburg LLC (DBA as Off the Charts)
129-133 Healdsburg Ave
Phase III Interview Score: 90.75
Summary: Off the Charts currently operates 15 locations in California – many of them in Southern California. The ownership is largely comprised of husband/wife team Norman Yousit

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(73%) and Darline Yousit (20%), along with Sean Maddocks (5%), Hakika Keith-Sturgis (1%), and Adam Mernitt (1%). Off the Chart’s application is for retail storefront with delivery. OTC’s model focuses on high volume and competitive pricing. The team has significant experience operating within the cannabis industry. Their brand is playful and informal, using cartoon images coupled with a price-beat guarantee to appeal to a large audience.

Off the Charts offers the following community benefits in its application:

1. 1% additional gross receipt contribution to the City (in addition to 4% tax).*

2. 1% of gross receipts contribution to local nonprofits.

3. Providing up to 40 hours of paid volunteer time annually.

4. Hosting educational workshops on cannabis products, safety, and health. *There has been no discussion with the applicant on this proposal, its merits, or how it would function.

Staff Comments: The location is on a busy section of Healdsburg Avenue close to the highway 101 southbound onramp. Parking and traffic in this area are currently challenging during commute hours. Staff are concerned with the location, and the proposal’s focuses on low cost and high volume further exacerbates the existing challenges at this location. The applicant plans to invest in the façade of the building and neighboring buildings that make up the commercial complex. The exterior renderings provided by OTC may not blend in well with this part of town, which is currently seeing revitalization and significant new investment. Staff also have concerns whether the brand concept fits with the Healdsburg community as a high-volume low-cost operation. While the team is clearly experienced, their knowledge, engagement and understanding of the local community were lacking during the interview process.

Rendering of Proposed Exterior:

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Rendering of Proposed Interior:

Garden Parc LLC (DBA Sparc)
1241 Grove Street
Phase III Interview Score: 88.31
Summary: Sparc currently operates two locations in San Francisco and three in Sonoma County in Santa Rosa, Sebastopol, and the City of Sonoma. Sparc’s owners are Joseph Erich Pearson (80%) and Erin Gore (20%), Robert Rainin (by title) and Andrew Dobbs-Kramer (by title). Mr.

Pearson has over 12 years of retail cannabis experience. Ms. Gore currently owns Garden Society, a craft cannabis manufacturing company that operates in Cloverdale and has expanded to Ohio and New Jersey. The two companies have partnered since 2017 with Sparc selling Garden Society products at their locations. Sparc also operates a biodynamic cannabis farm in Sonoma County. Sparc’s application is for retail storefront with delivery. Sparc focuses on providing high quality, sustainably grown cannabis products. Existing store concepts have a clean, modern design.

Sparc lists the following community benefits in their application:

1. Contributing 8% of net profits (minimum $20,000) to community organizations in Healdsburg.

2. Contributing 12 hours of employee time a year to cleaning shared-use spaces in the City.

3. Providing up to 12 hours a year of paid volunteer time for employees.

4. Up to $6,000 a year to sponsor events and educational tables.

5. Offering a Compassion program for low-income medical patients.

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Staff Comments: Sparc’s location meets the Land Use Code requirements for distance from sensitive uses. However, it is directly across the street from the Citrine Apartment complex, next to the Healdsburg Glen Apartments, and near the Carson Warner Memorial Skatepark. The concept, which would include a Garden Society “store within a store” would appear to fit with the Healdsburg community and the ownership team has demonstrated experience. The interview revealed weaknesses in engaging the community when compared to other applicants, although the applicant did note during the interview that they have scheduled a community meeting to take place prior to the Council Interview.

Note on Previous Disqualification and Appeal: During the Background Check review, staff discovered that one of the owner applicants failed to disclose a prior conviction during the application process. Consistent with the language in the City’s ordinance, staff disqualified the applicant based on a failure to meet the disclosure requirements set forth in the Land Use Code.

The disqualification was procedural and did not reflect a judgement regarding the information revealed during the background check. Sparc appealed the decision, and the City granted Sparc’s appeal and reinstated them in the process based on the information provided during the appeal hearing. The appeal process had no bearing on the applicant’s Phase III score.

Rendering of Proposed Exterior:

Applicant did not provide rendering of proposed interior.

Sonoma CHO (DBA as Flora Terra)
498 Moore Lane
Phase III Interview Score: 87.81
Summary: Flora Terra currently operates three locations in Sonoma County, all in Santa Rosa (one microbusiness license and two retail licenses). Majority owners/operators David and Alicia Winegard (56.67%) are backed by an investor team including Sally and David Winegard (18.89%), Michael and Susan Barrett (9.44%), and James Brown (15%). Flora Terra has applied as a retail storefront with delivery. Flora Terra’s model focuses on healthcare, education, connection, and sustainability.

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Flora Terra commits to the following community benefits in their application:

1. Providing up to 10 hours a year of paid volunteering time.

2. Hosting educational workshops on cannabis topics.

Staff Comments: Flora Terra’s location is unique in that it is tucked within a small industrial area west of Grove Street, walkable from several locations, but not in a highly visible or busy area. The concept would appear to fit with the Healdsburg community and the ownership team has demonstrated experience, although less than some of the other applicants. The interview revealed some weaknesses in understanding and engaging the community when compared to other applicants.

Rendering of Proposed Exterior:

Applicant did not provide rendering of proposed interior.

KURE Healdsburg SPC (DBA as KURE Wellness)
434 Hudson Street
Phase III Interview Score: 69.06
Summary: KURE Wellness currently operates four locations in Lake and Mendocino Counties, in Lake Mendocino, Willits, South Ukiah, and Kelseyville. The company is solely owned by owner/operator Russel Green. KURE’s application is for retail storefront with delivery. KURE intends to operate as a microbusiness, which would additionally incorporate distribution and non-volatile manufacturing. Founded in 2015 as a medical cannabis collective, KURE was the first microbusiness licensed in Mendocino County in 2017. In 2021, KURE launched the KURE Mendocino Invitational, a customer-driven cannabis competition, to highlight locally grown cannabis products.

KURE lists the following community benefits in its application:

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1. Providing up to 48 hours of paid time off per year for employees to engage in local community activities.

2. Contribute to local non-profits.

3. Offer a compassion program for low-income medical patients.

4. Goal to have 50% or more of what is sold produced in Sonoma County or a surrounding county.

Staff Comments: KURE’s location near the Memorial Bridge on Hudson Street is surrounded by existing tasting room uses and near Fog Belt Brewing. Staff have concerns about the neighborhood impacts of a cannabis business in this area due to the proximity to residential neighborhoods. Despite having clear industry experience, KURE struggled to clearly answer any of the questions during the interview. The interview indicated significant weakness in understanding and engaging the community when compared to other applicants. While the interior rendering below indicates a higher end design, existing sites are more informal and value focused.

Rendering of Proposed Exterior:

Rendering of Proposed Interior:

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Chroma Inc (DBA as Thi Wellness)
51 Front Street
Phase III Interview Score: 60.00
Summary: This would be the first retail cannabis operation ownership for Thien Nga Thi Tran (80%) and Bianca Nicastro (20%), co-applicants of Thi Wellness. Thi Wellness applied as a retail storefront location with delivery and intends to operate as a microbusiness with distribution and non-volatile manufacturing. Mrs. Tran has experience running other small businesses and doing store interior design work in the cannabis industry. The applicant proposes to partner with Element 7, who would serve as the operator. Element 7 is a larger cannabis retailer with 10 retail locations across California.

Thi Wellness commits to the following community benefits in their application:

1. $50,000 annual commitment to local nonprofits.

2. Providing up to 40 hours of paid time off per year for employees to volunteer.

Staff Comments: The location of this proposed business is near Memorial Bridge and surrounded by existing tasting room uses. Staff have concerns about the neighborhood impacts of a cannabis business in this area due to the proximity to residential neighborhoods. Despite having other success in small business, the owner/applicant team provided no relevant experience in operating a cannabis business. During the interview, owners were unable to answer questions about their proposed business operation and failed to demonstrate knowledge of industry laws, regulations, and local requirements. The interview also indicated significant weakness in understanding and engaging the community. The ownership team would be relying

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on Element 7 to ensure successful operation of the facility. Staff have concerns with this approach. It is unclear to staff how Element 7 and Thi Wellness will integrate their concepts, and the brand concept would fit with the Healdsburg community.

Rendering of Proposed Exterior:

Applicant did not provide rendering of proposed interior.

ENVIRONMENTAL STEWARDSHIP:

Having retail cannabis options in the City of Healdsburg will eliminate longer distance travel currently required by residents to seek retail cannabis products in other jurisdictions. Several applicants cite local sourcing and environmental stewardship as key focuses of their business model.

ALTERNATIVES:

Based on the review process to date, staff believes that several of the applicants could run successful retail cannabis operations while adhering to applicable regulations and contributing to the community. Staff’s recommendation is based on the interview scoring provided in Phase 3.

Council may choose to accept staff’s recommendation, select alternative applicants to receive a cannabis business permit, select only one business to move forward, or reject all applications.

FISCAL IMPACT:

State retail sales tax applies to recreational cannabis products sold in California, of which the City receives 1.5%. In addition, after voters approved Measure M in 2023, the Healdsburg City Council set a recreational retail sales tax of 4%. Each applicant was required to provide a threeyear pro forma for their proposed business location. Staff have provided the total “Year 1” revenue along with anticipated tax revenue based on the applicant sales estimates. These estimates do not account for medical sales, which would be untaxed.

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Applicant Estimated
Annual Sales Year 1
City Retail Cannabis
Tax (4%)
City Portion of General
Sales Tax (1.5%)
Total Estimated Tax
Revenue
Mercy Wellness $ 3,690,000.00 $ 147,600.00 $ 55,350.00 $ 202,950.00 Solful $ 1,875,000.00 $ 75,000.00 $ 28,125.00 $ 103,125.00 Jane $ 2,500,000.00 $ 100,000.00 $ 37,500.00 $ 137,500.00 Off the Charts $ 16,524,000.00 $ 660,960.00 $ 247,860.00 $ 908,820.00 Sparc $ 3,417,579.00 $ 136,703.16 $ 51,263.69 $ 187,966.85 Flora Terra $ 3,332,694.00 $ 133,307.76 $ 49,990.41 $ 183,298.17 Kure $ 5,475,000.00 $ 219,000.00 $ 82,125.00 $ 301,125.00 Thi Wellness $ 3,365,321.12 $ 134,612.84 $ 50,479.82 $ 185,092.66 Kure, Chroma Inc, and Mercy Wellness all applied as a potential microbusiness, which would include non-volatile manufacturing as part of their business model. In addition to the 4% retail sales tax, the City Council adopted a 2% tax on non-volatile manufacturing gross receipts. If selected, the City should anticipate additional revenue from these applicants generated by the gross receipts from their manufacturing operations.

ENVIRONMENTAL ANALYSIS:

Pursuant to California Environmental Quality Act (“CEQA”) and Title 14, California Code of Regulations Section 15378(b)(2), the recommended action is administrative in nature and does not qualify as a “Project” under CEQA. Therefore, no further CEQA or environmental review is required.

ATTACHMENT(S):

Resolution
Attachment A: Application Process, Criteria, and Guidelines Attachment B: Location Maps
465 Retail LLC - Solful Application
465 Retail LLC - Solful Evaluation Criteria
465 Retail LLC - Solful Background Check Information
465 Retail LLC - Solful Business Information & Proof of Capitalization 465 Retail LLC - Solful Zoning Clearance Letter
Chroma Inc - Thi Wellness Application
Chroma Inc - Thi Wellness Evaluation Criteria
Chroma Inc - Thi Wellness Background Check Information
Chroma Inc - Thi Wellness Business Information & Proof of Capitalization Chroma Inc - Thi Wellness Zoning Clearance Letter
Garden Parc - SPARC Application
Garden Parc - SPARC Evaluation Criteria
Garden Parc - SPARC Background Check Information
Garden Parc - SPARC Business Information & Proof of Capitalization Garden Parc - SPARC Zoning Clearance Letter
JF Healdsburg LLC - JANE Application
JF Healdsburg LLC - JANE Evaluation Criteria
JF Healdsburg LLC - JANE Background Check Information
JF Healdsburg LLC - JANE Business Information & Proof of Capitalization JF Healdsburg LLC - JANE Zoning Clearance Letter

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Kure Wellness Application
Kure Wellness Evaluation Criteria
Kure Wellness Background Check Information
Kure Wellness Business Information & Proof of Capitalization Kure Wellness Zoning Clearance Letter
Mercy Wellness Application
Mercy Wellness Evaluation Criteria
Mercy Wellness Background Check Information
Mercy Wellness Business Information & Proof of Capitalization Mercy Wellness Zoning Clearance Letter
OTC Healdsburg - Off the Charts Application
OTC Healdsburg - Off the Charts Evaluation Criteria
OTC Healdsburg - Off the Charts Background Check Information OTC Healdsburg - Off the Charts Business Information & Proof of Capitalization OTC Healdsburg - Off the Charts Zoning Clearance Letter Sonoma CHO - Flora Terra Application
Sonoma CHO - Flora Terra Evaluation Criteria
Sonoma CHO - Flora Terra Background Check Information
Sonoma CHO - Flora Terra Business Information & Proof of Capitalization Sonoma CHO - Flora Terra Zoning Clearance Letter

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CITY OF HEALDSBURG
RESOLUTION NO. ______-2023

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

HEALDSBURG AWARDING TWO RETAIL CANNABIS
BUSINESS PERMITS TO __________ AND ___________
WHEREAS, the City Council of the City of Healdsburg adopted a Commercial Cannabis Business Ordinance on May April 17, 2023; and
WHEREAS, the Commercial Cannabis Business Ordinance became effective on May 17, 2023; and
WHEREAS, the adopted ordinance allows for the selection of up to two retail cannabis businesses; and
WHEREAS, on April 17, 2023 the City Council adopted a retail cannabis application process that included scoring and application criteria; and WHEREAS, on May , 2023, the City Council adopted business tax rates for commercial cannabis businesses; and
WHEREAS, from June 15, 2023 to July 30, 2023 the City of Healdsburg accepted applications for retail cannabis business operations; and WHEREAS, the City received 8 applications from businesses proposing 8 different locations; and
WHEREAS, staff reviewed, determined to be complete, and provided a technical score to all 8 applications; and
WHEREAS, all 8 applicants had the opportunity to interview with a panel comprised of City staff and were provided an interview score; and
WHEREAS, all 8 applicants had the opportunity to present to the City Council; and WHEREAS, the City Council of the City of Healdsburg has the authority to determine the two applicants who appear to best meet the needs of the community.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Healdsburg does hereby:

1. Find that this activity would not result in a direct or reasonably foreseeable indirect change in the physical environment and is therefore not a “project” for purposes of Section 21065 of the California Environmental Quality Act.

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Packet Pg. 21
Attachment: Resolution (4237 : Public Hearing to Consider Retail Cannabis Business Applications) Resolution No. _____-2023

2. Approve the award of two Retail Cannabis Business Permits to __________ and __________.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Healdsburg this 13th day of November 2023, by the following vote:

AYES: Councilmembers: ( )
NOES: Councilmembers: ( )
ABSENT: Councilmembers: ( )
ABSTAINING: Councilmembers: ( )
SO ORDERED: ATTEST:
________________________________ ______________________________ Ariel Kelley, Mayor Raina Allan, City Clerk

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Attachment: Resolution (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 1 City of Healdsburg
City Manager’s Office
401 Grove Street
Healdsburg, CA 95448
Email: [email protected]

APPLICATION PROCEDURE GUIDELINES AND REVIEW CRITERIA

FOR A COMMERCIAL CANNABIS PERMIT
(STOREFRONT RETAIL DISPENSARY APPLICATIONS)
Application Period
OPENS – June 15, 2023
CLOSES – July 30, 2023

NUMBER OF PERMITS
During this application period the City will be allowing up to two (2) cannabis Retail dispensary permits under this process.

RETAIL BUSINESS
▪ “Retailer” shall have the same meaning as that contained in Section 26070(a)(1) of the California Business and Professions Code; “retail dispensary” or “cannabis retail dispensary” shall have the same meaning set forth in Municipal Code section

20.20.095(B)(2).

CONTACT
If you have any questions or would like an update on the status of your application, please contact the City Manager’s Office by email at [email protected].

APPLICABLE REGULATIONS
Information regarding the Commercial Cannabis Business (CCB) Permit Application process can be found on the City’s website at https://healdsburg.gov/cannabis and includes the following:

These Procedure Guidelines apply solely to Cannabis Retail Applications. Applicants wishing to operate a Microbusiness with Retail are required to apply for a Cannabis Retail permit, prior to obtaining a commercial cannabis permit for other Microbusiness functions. Additional information regarding Microbusiness permits is provided in Appendix A.

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Attachment: Attachment A: Application Process, Criteria, and Guidelines (4237 : Public Hearing to Consider Retail Cannabis Business 2 ▪ Application Procedures Guidelines
and Review Criteria
▪ Healdsburg Municipal Code
Chapter 20.20.095 (Commercial
Cannabis Uses and Requirements)
▪ Property Owner Consent/Landlord
Affidavit
▪ Financial Responsibility, Indemnity and
Consent to Inspection Terms Agreement
▪ Background Check Portal Link
▪ Healdsburg Municipal Code Chapter 20.08
(Use Tables)
▪ Healdsburg Municipal Code Chapter

20.28.310 (Definitions)
▪ Commercial Cannabis Business (CCB)
Permit Application
To be considered for issuance of a Cannabis Business Permit for a Retail Dispensary, applications must be submitted electronically to the City through the method prescribed in these procedures by the deadline. There will be no exceptions. These Procedure Guidelines and Review Criteria (hereafter referred to as “Procedures”) constitute the application process and are adopted pursuant to the Healdsburg Municipal Code (HMC) Sections 20.20.095(A)(4) and

20.20.095(B)(3).

Applicants should monitor the City’s web page for any additional information, FAQs, or updates.

It is the responsibility of the Applicant to stay informed of this information.

AMENDMENTS TO THE APPLICATION
Applicants will not be allowed to make amendments to their application or to supplement their application, except as otherwise specifically permitted in these Procedures, or posted on the City’s website as a clarification update, or as authorized in writing by the City Manager or his/her designee.

City staff and/or the Consultant will conduct a preliminary evaluation of the applications for completeness. Applications missing a major component (for example, a Security Plan), will be rejected and the City will notify the Applicant by email that they have been disqualified. For Applications missing minor essential information, (for example, signatures/dates on forms, proof of payment receipts, scanned pages in one of the scoring criteria documents, or incorrect formatting or organization of files), the primary contact will be notified by email that their application is found to be missing minor components. If this is the case, the Applicant may be granted five business days from the date of the email to submit the required supplemental information.

Please note, additional time to complete the curing process will not be provided. Applicants should monitor incoming and spam email carefully. Any additional information, other than what was requested to cure the minor deficiencies, will not be considered. Following the five-day supplemental application window, Applicants will be notified if their application is deemed incomplete or if there is any other reason for which they will not be moving forward in the application process.

LIMITATIONS ON MULTIPLE SUBMISSIONS
Applicants possessing an ownership interest of twenty percent (20%), or more in a retail cannabis permit application shall be limited to submitting only one application which includes retail during this application period.

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Attachment: Attachment A: Application Process, Criteria, and Guidelines (4237 : Public Hearing to Consider Retail Cannabis Business 3 CITY’S RESERVATION OF RIGHTS
The City reserves the right to reject any and/or all applications, with or without cause or reason.

The City may modify, postpone, or cancel the request for a CCB permit without liability, obligation, or commitment to any person, party, firm, or organization. In addition, the City reserves the right to request and obtain additional information from any Applicant in order to conduct a complete review of the application or an investigation into the truthfulness of the statements set forth in the application or provided at any stage of the application process.

This application process is adopted pursuant to Municipal Code Section 20.20.095. Review the information regarding the application process and which documents you will need. Before submitting your application, review your application in its entirety to ensure that it is complete and accurate. Review the information regarding the CCB Permit application process on the City webpage (link provided on page one).

APPLICATION SUBMITTAL REQUIREMENTS
Applications must respond to all requirements outlined in the Application Procedure and Review Criteria for a Commercial Cannabis Business Permit. Applicants must submit all required application materials together via the online submittal and payment portal, to be found on the cannabis portion of the City’s website.

The application package must include all of the following documents, with signatures (where applicable). Documents shall be submitted in the order and format described in the section entitled “Online Application Submittal Contents.”

1. Cannabis Business Permit Application;

2. Financial Responsibility, Indemnity and Consent to Inspection Agreement;

3. Agreement on Limitations of City’s Liability and Indemnification to City;

4. Property Owner Consent/Landlord Affidavit;

5. Criminal Background Check confirmation for each owner and manager;

6. Proof of Capitalization;

7. Business entity formation and organizing documents;

8. Zoning Clearance Letter;

ONLINE APPLICATION SUBMITTAL CONTENTS
All Applicants must submit one complete digital copy of the application package, as outlined in the below format. The entire application package must be received by the City Manager’s Office at the same time using the online submittal portal.

Please note that responses to the Evaluation Criteria, Sections A-H (found in Appendix A of the Procedures) shall be limited to 125 pages, otherwise points will be deducted. Responses pertaining to Backgrounds, Proof of Capitalization, Business Entity Formation, Zoning Clearance Letter, Property Owner Consent/Landlord Affidavit, and Business Owner Acknowledgement Form shall not be included in the 125-page limitation. Those responses

APPLICATION PROCESS

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Attachment: Attachment A: Application Process, Criteria, and Guidelines (4237 : Public Hearing to Consider Retail Cannabis Business 4 should be saved in PDF files that are separate from the Evaluation Criteria (see below).

Applicant responses to the Evaluations Criteria (Sections A-H) must be provided in the section order identified in Appendix A. Each section shall be clearly labeled, with responses provided in the appropriate section. Any response to Evaluation Criteria that is not placed within the appropriate section will receive a deduction in points.

All materials must be in a PDF format in the following files. Please submit the files in the correct format and organized correctly or your application may be rejected.

PDF File #1 Cannabis Business Permit Application (pages 1-5); Financial Responsibility, Indemnity and Consent to Inspection Terms Agreement (pages F1-F3); Agreement on Limitations of City’s Liability and Indemnification to City (pages F4-F6); and Property Owner Consent/Landlord Affidavit. All copied documents shall display required signatures to be deemed complete.

PDF File #2 Evaluation Criteria (Responses to Sections A-G of Appendix A limited to 125 pages, excluding Proof of Capitalization, which shall be included separately in PDF File #4).

PDF File #3 Background Check documentation (All required documents for each owner and manager). Upon submission of the online background application, Applicants will receive an email confirmation. This confirmation needs to be printed, scanned, and included within PDF File #3.

PDF File #4 Proof of Capitalization (Appropriate bank statements, loan documents, promissory notes, financial and commitment letters); Copies of business entity formation and organizing documents (e.g. certified copy of articles of incorporation, bylaws, statement of information, articles of association, and fictitious business name statement, as applicable).

PDF File #5 Zoning Clearance Letter (ZCL) which shows the correct location, unit, space, or suite number in the building being used.

CRIMINAL BACKGROUND CHECK
Each owner and manager, as defined in HMC Section 20.20.095(A)(4)(b) and

20.20.095(A)(4)(c) must undergo a criminal history background check to demonstrate they do not provide good cause for denial of a CCB permit, per HMC Section 20.20.095(A)(4)(d).

Applications with owners and/or managers who do not meet the criminal history eligibility requirements of HMC Section 20.20.095(A)(4)(d) will be disqualified unless a written waiver is obtained from the Police Chief under Section 20.20.095(A)(4)(d)(iii). The background form can be found online at:
https://hdlcompanies.formstack.com/forms/bc_healdsburg
There is no fee to complete the initial background check for each owner/manager. This process will be required to meet the minimum threshold qualifications pursuant to HMC Section

20.20.095(A)(4)(d).

In addition, each successful applicant may be asked to submit to a Live Scan as part of the background check as determined by the Chief of Police. Prior to being issued a permit, the

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Attachment: Attachment A: Application Process, Criteria, and Guidelines (4237 : Public Hearing to Consider Retail Cannabis Business 5 Applicant’s primary contact will be notified by email with the instructions on how to schedule the Live Scan appointment.

ZONING CLEARANCE LETTER (ZCL)
As part of a complete application packet, an Applicant must obtain a Zoning Clearance Letter from the Community Development Department. To secure this letter, an Applicant must make a written request to the Community Development Department which should specify the intended use of the building, and the proposed building location.

The issuance of a ZCL does not constitute written evidence of permission given by the City or any of its officials to operate a commercial cannabis business, nor does it establish a “permit” within the meaning of the Permit Streamlining Act, nor does it create an entitlement under the Zoning or Building Code. A regulatory permit for a CCB does not constitute a permit that runs with the land on which the cannabis business is established.

FEES
All Applicants will be required to submit a fee of $9,647.31. This amount will be charged against time spent by City staff in reviewing applications and administrating the application process.

Applicants may be required to pay additional amounts, as required, for the sole purpose of the City’s completion of the application review process. Payment must be made by a certified check, cashier’s check or money order made payable to the City of Healdsburg. Please note the City will not accept cash or credit cards and application fees are non-refundable once the City has begun reviewing the application.

A separate fee for the Zoning Clearance Letter (ZCL) of $113.14 per site. If requested by the City, there is a Live Scan Fee of $35.26 per owner/manager for each Live Scan completed at the Healdsburg Police Department.

SUBMITTAL DEADLINE
Applications must be received electronically by the City by 4:00 pm on July 30, 2023. Late applications will not be accepted. Furthermore, applications may be rejected for the following reasons:

1. It is not responsive to this CCB Permit application and the Application Procedure Guidelines for a Commercial Cannabis Business Permit.

2. The issuance of the CCB Permit for the proposed location does not comply with State law or HMC.

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Attachment: Attachment A: Application Process, Criteria, and Guidelines (4237 : Public Hearing to Consider Retail Cannabis Business 6 PHASE I: DETERMINATION OF ELIGIBILITY
Applications will be reviewed for completeness and compliance to meet the minimum submittal requirements. The determination of eligibility will be based on the criteria outlined in these Procedures, in accordance with HMC Sections 20.20.095(A)(4) and 20.20.095(B)(3). These Procedures may be amended in writing, for clarification to application submittal questions which will be posted in the FAQ section of the Cannabis Information webpage and shall go into full effect immediately upon being posted on the website.

PHASE II: APPLICATION EVALUATION AND REVIEW (1,200 points) During Phase II, the City will review and score each application using a merit-based system.

Applicants will be scored and ranked using the following Evaluation Criteria identified in Appendix A:
▪ Section A – Business Plan (400 points)
▪ Section B – Labor and Employment Plan (400 points)
▪ Section C – Security Plan (400 points)
The top Applicants from Phase II, as determined by the City, may be eligible to advance to Phase III. The decision as to how many Applicants will be interviewed will be determined by the City Manager, based upon the overall quantity and quality of applications that the City receives.

Notice of the results of Phase II will be provided in writing via email to the primary contact listed on the application.

PHASE III: INTERVIEWS (1,600 points)
During Phase III, a Staff Selection Committee designated by the City Manager will conduct a discretionary merit-based interview process. Applicants will be scored using the following Evaluation Criteria identified in in Appendix A:
• Section D – Qualifications of Owners (400 Points)
• Section E – Neighborhood Compatibility (400 Points)
• Section F – Community Benefits and Equity Plan (400 Points) • Section G – Proposed Site Plan (400 Points)
Upon the completion of Phase III, the Staff Selection Committee will tabulate the scores of all Applicants from Phase III to create a preliminary ranking which will form the basis for determining who will be invited to participate in Phase IV. The ranking will be based upon the scores received during the Phase III discretionary merit-based interview process. Should there be a tie in any scoring, the Staff Selection Committee shall force rank each of the Applicants who participated in Phase III, in order to establish an eligibility list. The decision as to how many Applicants will advance to Phase IV will be determined by the City Manager, based upon the overall quantity and quality of Applicants under consideration.

Prior to the tabulation of scores, the City reserves the right to request and obtain additional information from any candidate, for purposes of clarifying or validating information provided during Phase III interviews. The City Manager may review the totality of the information

APPLICATION REVIEW, SCORING, AND APPROVAL PROCESS

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Attachment: Attachment A: Application Process, Criteria, and Guidelines (4237 : Public Hearing to Consider Retail Cannabis Business 7 received, including any additional information received, to determine which Applicants are authorized to participate in Phase IV.

PHASE IV: CITY COUNCIL FINAL DECISION
Upon the completion of Phase III, the City Manager will present to the City Council, at a properly noticed public hearing, the top Applicant(s) from the Phase III process. The City Council shall make a final determination as to which Applicant(s) will be awarded a CCB permit. In making this decision, the City Council has full discretion over what criteria to consider when evaluating top Applicants, and shall not be limited by the specific Evaluation Criteria identified in Appendix A. Each Applicant should be prepared to conduct a brief presentation and answer questions from the City Council. Further details as to date, time, place, and length of presentation will be provided prior to the date of the public hearing.

At the public hearing, the City Council may impose additional terms and conditions under which the cannabis facility will operate. City Council conditions may be addition to the requirements of HMC Chapter 20.20, including, but not limited to, minimum operating procedures to protect and promote the public health, safety and welfare of the community, customers, qualified patients, and primary caregivers. Additionally, during the public hearing the City Council may ask questions relating to proposed microbusiness or delivery operations, if the Applicant selected one or both of these options on the Permit Application form. The City reserves the right to consider microbusiness or delivery operations, for purposes of making final determination as to whether to award a CCB permit.

Any decision made by the City Council during Phase IV to award or not to award a cannabis permit shall be final and shall not be subject to appeal.

NOTE: Being awarded a CCB permit does not constitute a land use entitlement and does not waive or remove the requirements of applying for and receiving permits for all construction including: electrical, plumbing, fire, Planning & Building Department permits or reviews, and any other permits, licenses, or reviews as deemed necessary by the relevant departments or governmental entities in charge of said permits. Nor does the award of a CCB permit guarantee that the plans submitted via the CCB application process meet the standards or requirements in HMC Title 20 and any other permit requirements from other City departments or agencies.

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Attachment: Attachment A: Application Process, Criteria, and Guidelines (4237 : Public Hearing to Consider Retail Cannabis Business 8 APPENDIX A: EVALUATION CRITERIA
Public Records Act
The City of Healdsburg is a public agency subject to the California Public Records Act (“CPRA”). In the event a request for information under the CPRA seeks disclosure of application materials marked by Applicant as “Confidential Information,” the City may make reasonable efforts to provide notice to the Applicant prior to such disclosure to allow Applicant to seek a protective order, injunctive relief, or other appropriate remedy. If Applicant contends any designated application materials are exempt from the CPRA and wishes to prevent disclosure, it is required, at its own cost, liability, and expense to obtain a protective order, injunctive relief or other appropriate remedy from a court having jurisdiction over the matter at least two (2) days before City’s deadline to respond to the CPRA request. If the Applicant fails to obtain such a remedy before the deadline for the City’s response to the CPRA request, the City will disclose the requested information and shall not be liable or responsible for such disclosure.

Microbusiness Applicants
Responses to Evaluation Criteria Sections A-G should focus primarily on storefront retail operations. Applicants intending to operate cannabis deliveries and/or microbusiness operations should communicate this intent through the Commercial Cannabis Business Permit Application form, under the section entitled “Applicant (Entity) Information.” No additional information regarding proposed delivery and/or microbusiness operations is required in Applicant written responses to Sections A-G of the Evaluation Criteria. Nothing within the Application Procedures and Guidelines prohibits an Applicant from providing information relating to their proposed delivery and/or microbusiness operations in their written responses. However, Applicants should be aware that no additional points will be awarded during Phase II to Applicants who provide information related to proposed delivery and/or microbusiness operations in their written responses. For Applicants selected to progress to Phase III interviews, the City reserves the right to ask questions related to proposed delivery and/or microbusiness operations, if the Applicant selected one or both of these options on the Permit Application form. Additional information regarding Phase III evaluation will be provided to Applicants prior to the start of interviews.

PHASE II EVALUATION
Important Instructions:
• Evaluation Criteria identified in Sections A-C will be scored based upon Applicant written response. Points may be deducted for responses that fail to meet State/local regulatory requirements, or best practices for the cannabis industry. • Applicant responses to the Evaluations Criteria must be provided in the same order identified in Sections A-C below. Each section shall be clearly labeled, with responses provided within the appropriate section. Any response to Evaluation Criteria that is not placed within the appropriate section will receive a deduction in points. • Any commitments made by an Applicant during the evaluation process will become terms and conditions under which the cannabis business must operate. Applicants awarded a permit that fail to meet commitments made during the evaluation process may have their cannabis business license suspended or revoked by the City.

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Attachment: Attachment A: Application Process, Criteria, and Guidelines (4237 : Public Hearing to Consider Retail Cannabis Business 9 SECTION A: BUSINESS PLAN (400 points)

1. Finances – Application includes a budget for construction, operations, maintenance, compensation of employees, equipment, property lease, security equipment and staff, City fees, state fees, utility costs, product purchases and other anticipated contingency costs. The budget must demonstrate sufficient capital in place to pay startup costs and at least three months of operating costs, as well as a description of the sources and uses of funds. Application must also address the following:

A. Proof of capitalization, in the form of documentation of cash or other liquid assets on hand, Letters of Credit or other equivalent assets. (Note: Proof of Capitalization should be submitted in a separate PDF file. See “Application Process” section for more information.)
B. A pro forma for at least three years of operations.

C. A schedule for beginning operation, including a narrative outlining any proposed construction and improvements and a timeline for completion.

D. A letter from a bank, credit union, or similar financial institution stating that the cannabis Applicant has, or will be provided, access to banking services.

2. Daily Operations – Application describes the day-to-day operations of the proposed Retail business, which meet industry best practices. This should include, at a minimum, a description of the following criteria:

A. Customer check-in procedures.

B. Location(s) and procedures for receiving deliveries during business hours.

C. The Point-of-Sale system (including name) to be used and how it will interact with the state’s mandated track and trace system. Identify the number of Point-ofSales terminals to be used when the business is at full capacity.

D. The number of customers to be served per hour/day.

E. How cannabis and cannabis products will be tracked and monitored to prevent diversion.

F. The proposed waste management plan, including waste disposal locations, security measures, methods of rendering all waste unusable and unrecognizable, and the vendor in charge of disposal.

SECTION B: LABOR AND EMPLOYMENT PLAN (400 points)

1. Collective Bargaining – Application describes to what extent the cannabis business will recognize the collective bargaining rights of employees in accordance with the Department of Cannabis Control (DCC) California Code of Regulations (CCR) Title 4, Division 19, §15002.

2. Number of Employees – Application identifies the number of employees at initial opening, and the maximum number of employees when the business is at full capacity.

3. Employee Responsibilities – Application identifies all positions to be employed at the proposed business, and their responsibilities.

4. Employee Benefits – Application identifies the benefits provided to employees, including health care, vacation, and medical leave, to the degree they are offered as part of employment.

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Attachment: Attachment A: Application Process, Criteria, and Guidelines (4237 : Public Hearing to Consider Retail Cannabis Business 10 SECTION C: SECURITY PLAN (400 points)

1. Qualified Security Professional – The Application includes a security plan that has been prepared by a qualified professional. The security plan can be prepared with in-house staff or a third-party security consultant, but must clearly demonstrate that it meets the professional standards requested to receive the appropriate points for each criterion in this section. The qualifications of the person(s) preparing the security plan must be provided, for verification that they are able to meet these standards.

2. Premises Diagram – The Application includes a Premise Diagram in the Security Plan that meets the following requirements:

A. The diagram meets all the standards identified in Department of Cannabis Control (DCC) California Code of Regulations (CCR) Title 4, Division 19, §15006 Premises Diagram.

B. The diagram shows the boundaries of the property and the proposed location to be licensed, showing all dimensions, entrances and exits, interior partitions, walls, rooms, windows, and doorways, and includes a brief statement or description of the principal activity to be conducted therein.

C. The diagram shows and identifies commercial cannabis activities that will take place in each area of the premises and identifies all limited-access areas.

D. The diagram shows where all cameras are located and assigns a number to each camera for identification purposes.

E. If the proposed location consists of only a portion of a property, the diagram is labeled indicating which part of the property will be used for the licensed premises and what activities will be used for the remaining property.

3. Operational Security – The Application includes a description of operational security, including but not limited to general security for access/visitor control and inventory control.

4. Cash Handling – The Application includes a description of cash handling procedures, including the process for receiving, tracking, storing and transporting cash generated by the retail business.

5. Perimeter Security – The Application includes a description of perimeter security, exterior lighting, on-site security guards, proposed guard hours and their responsibilities.

6. Employee Training and Policies – The Application includes a description of employee training and general security policies.

PHASE III EVALUATION
Important Instructions:
• During Phase III Interviews, Applicants will be asked questions related to Evaluation Criteria Sections D-G.
• Due to the time limitation of interviews, Phase III questions will cover only a portion of the criteria identified within each Section D-G.

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Attachment: Attachment A: Application Process, Criteria, and Guidelines (4237 : Public Hearing to Consider Retail Cannabis Business 11 • Scoring for Sections D-G will be based upon information conveyed verbally by Applicants, in response to the questions asked. Scoring for Section G may also consider photographs, site plans, and other visual depictions provided by Applicants. • All Applicants will be asked the same questions and be provided the same amount of time for response.
• Any commitment made by an Applicant during the Phase III Interview process may become a condition on the business permit, if issued.

SECTION D: QUALIFICATION OF OWNERS (400 points)

1. Describe the business owner’s prior experience in owning, managing, and operating a legally permitted or licensed retail cannabis business in the United States. For purposes of this section, owner shall mean the State definition of owner in the State Business and Professions Code Section 26001.

2. Describe your overall knowledge of the cannabis industry, including identification of how industry best practices and State regulations have been incorporated in existing/prior legal businesses outside the City of Healdsburg.

3. Describe the involvement of the ownership team in the day-to-day operation and management of the proposed business.

SECTION E: NEIGHBORHOOD COMPATIBILITY PLAN (400 points)

1. Describe how the business will take proactive steps to avoid becoming a nuisance or having negative impacts on its neighbors or surrounding community. Additionally, describe how the business will react and respond to complaints specifically related to noise, light, odor, public consumption, loitering, littering, and vehicle and pedestrian traffic.

2. Describe the policies that you would implement, and how you would enforce these policies, to ensure your cannabis products do not end up in the hands of underage youth.

3. Describe the steps you have taken to get to know the Healdsburg community. Provide a detailed description of the neighborhood in which you are seeking to open a cannabis retail business, and how your business will contribute positively to the surrounding area.

4. Describe steps that the business will take to minimize any negative environmental impacts of the retail operation, including greenhouse gas emissions, vehicle miles travelled, excessive product packaging, energy and water utilization, and other impacts.

SECTION F: COMMUNITY BENEFITS AND EQUITY PLAN (400 points)

1. Describe the benefits that the business will provide to the local community, for example by directly aiding, participating in, or funding the work of local non-profits, communitybased organizations, civic organizations, or social services organizations (“Community Organizations”). Note: Applicants should not identify any specific Community Organization at this time, or provide commitment letter(s) from local Community

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Attachment: Attachment A: Application Process, Criteria, and Guidelines (4237 : Public Hearing to Consider Retail Cannabis Business 12 Organizations in the Application submittal. This section is only intended to capture the overall commitment of Applicants to fund or support local community-based activity in general.

2. Identify the minimum wage that will be offered to employees of the proposed business, excluding tips and gratuities. If entry-level employees are salaried, the Applicant should divide the minimum annual salary by 2,087 hours to arrive at an hourly rate.

3. Identify the benefits that will be provided to employees, including but not limited to health care, vacation, and medical leave, to the degree they are offered as part of employment.

4. Describe the Applicant’s plans for local outreach to City of Healdsburg residents for open positions, and any other actions proposed by the Applicant that are intended to benefit the local workforce and/or Applicant’s local employees.

5. Identify the total number of paid community service volunteer hours that will be provided, if any, to each employee per year.

6. Describe how the business will secure supplies and equipment from local sources.

SECTION G: PROPOSED SITE PLAN (400 points)

1. Provide the following information about the existing site:

A. Physical address;
B. Narrative description of the existing site, including building(s), parking spaces, driveways, pedestrian sidewalks/rights-of-way,
C. Photographs of the existing property and building(s); i. Note: Photographs of building interior are not required.

D. Description of how the site is currently being used; E. Description of any businesses currently operating on the parcel (if any), and any parcels directly adjacent to the existing site.

2. Provide the following information about the proposed site:

A. A site plan, drawn to scale, of the proposed business showing perimeter fencing, driveways, streets, property lines, buildings, parking areas, and outdoor areas.

B. A narrative description of proposed site improvements, including façade rehabilitation, building expansion, parking, landscaping, fencing, or other exterior site improvements;
i. Note: Descriptions of interior site improvements are not a requirement of this section.

C. Visual depictions of the proposed exterior of the cannabis business.

3. Describe how the proposed modifications and utilization of the site for cannabis retail activity will impact the public health, safety, welfare, environmental quality, and/or quality of life in the surrounding area.

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Attachment: Attachment A: Application Process, Criteria, and Guidelines (4237 : Public Hearing to Consider Retail Cannabis Business

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Attachment: Attachment B: Location Maps (4237 : Public Hearing to Consider Retail Cannabis Business Applications)

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Attachment: Attachment B: Location Maps (4237 : Public Hearing to Consider Retail Cannabis Business Applications)

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Attachment: Attachment B: Location Maps (4237 : Public Hearing to Consider Retail Cannabis Business Applications)

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Attachment: Attachment B: Location Maps (4237 : Public Hearing to Consider Retail Cannabis Business Applications)

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Attachment: Attachment B: Location Maps (4237 : Public Hearing to Consider Retail Cannabis Business Applications)

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Attachment: Attachment B: Location Maps (4237 : Public Hearing to Consider Retail Cannabis Business Applications)

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Attachment: Attachment B: Location Maps (4237 : Public Hearing to Consider Retail Cannabis Business Applications)

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Attachment: Attachment B: Location Maps (4237 : Public Hearing to Consider Retail Cannabis Business Applications) Applicant (Entity) Name:

Physical Address:

COMMERCIAL CANNABIS

BUSINESS PERMIT

APPLICATION
(Cannabis Storefront Retailer)
465 Retail LLC OBA:
465 Healdsburg Avenue Healdsburg
Street City
Solful
City of Healdsburg
City Manager's Office
401 Grove Street
Healdsburg, CA 95448
Email: [email protected]
CA 95448
State Zip
Primary Contact: Nick Caston Title: Director of Public Policy Mailing Address: 785 Gravenstein Hwy S Sebastopol, CA 95472 Street City State Zip
Phone Number: 707-291-3470 Email: [email protected] HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR ANY OTHER CANNABIS PERMIT IN THE CITY OF HEALDSBURG? □ Yes '21 No Indicate whether you are applying for Retail (Storefront) or Retail (Storefront with Delivery). □ Retail (Storefront) 1,21 Retail (Storefront with Delivery) Indicate whether you intend to operate a Micro business with Retail. D Yes 0 No Business Formation: Describe how the business is organized.

D Sole Partnership □ Corporation OS-Corporation □ Limited Partnership 1,21 Limited Liability Company D Other (please describe):

Property Owner Name: David and Camille Jones
Proposed Location
Address: 465 Healdsburg Avenue Healdsburg CA 954478
Street City State Zip
Phone Number: 707-955-0206 Email: [email protected] Zoning Clearance Letter (Please attach): 0 Yes D No
Assessor's Parcel Number (APN): _0_0_2_1 _1_3_0_0_6 ____ Proposed Location Square Footage: 1,596 '. APPLICATION SUBMITTAL CHECKLIST _ _ --~
Applications failing to submit any of the following will be deemed incomplete and will not move forward in the application process:
✓ A signed Financial Responsibility, Indemnity and Consent to Inspect Terms Agreement form (Pages Fl-F3). ✓ A signed Limitations of City Liability and Indemnification to City form (Pages F4-F6). ✓ Application Fee Payment.
✓ Criminal background check confirmation for each owner and manager. ✓ A signed and notarized Property Owner Letter of Intent form. ✓ Proof of capitalization.
✓ Business entity formation and organizing documents.
✓ Application Zoning Clearance Letter (ZVL).
✓ Online submittal of all of the materials identified in the Application Procedure Guidelines and Review Criteria for a Commercial Cannabis Business Permit (Storefront Retail Applications) through the application portal on Hightail.

HEALDSBURG COMMERCIAL CANNABIS BUSINESS APPLICATION Page 1 of 5

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications) . . OWNER INFORMATION
For the purpose of this section, "owner" shall have the following meaning:
(A) A person with an aggregate ownership interest of 20% or more; or (B) An individual who manages, directs, or controls operations including: (a) a member of the board of directors of a nonprofit, (b) a general partner of an applicant organized as a partnership, (c) a non-member manager or managing member of an applicant organized as a limited liability company, (d) the trustee(s) and all persons who have control of the trust and/or applicant that is held in trust, (e) the chief executive officer, director, vice president, general manager or their equivalent.

Ownership percentages should total 100%. If any individual(s) own(s) less than 20%, list the number of individuals who own less than 20% and the total percentage to reach 100%. For example, If John Doe owns 5%, Joe Smith owns 8%, and Mary Jones owns 9% state at the bottom of this form that three individuals own 22% so that the total will equal 100% once you individually include all those who own 20% or more.

I declare under the penalty of perjury that the information provided on this disclosure form is true and accurate to the best of my knowledge.

Ownership% 23.85%
Background information is
included as required? 0 Yes O No
Owner Name: Eli Melrod Title: Chief Executive Officer
Address: , Sebastopol, CA 95472
Street City State Zip
Signature: C. g' Eli t.1elrod L,!ul 26. �23 14:32 PDT} Date: Jul26,2023 I declare under the penalty of perjury that the information provided on this disclosure form is true and accurate to the best of my knowledge.

23.85%
Background Information is
Ownership% included as required? 0Yes □ No
Owner Name: Peter Dickstein Title: Co-Founder
Address:

Street City State Zip
Signature: 'Ee.te.t M. l2.l�k£te.(tJ. Jul26,2023 Peter M. Dickstein !Jul 26. 202315:05 PDTI Date:

I declare under the penalty of perjury that the information provided on this disclosure form is true and accurate to the best of my knowledge.

Ownership%
Owner Name:

Address:

Signature:

5.13%
Background Information is
included as required?
Theodore Ubben Title:

San Francisco, CA 94102
/f!fl::::::!Jul 26, 202316:49 PDT)
Street City
0Yes O No
Member, Board of Directors
State Zip
Date: Jul26,2023
I declare under the penalty of perjury that the information provided on this disclosure form is true and accurate to the best of my knowledge.

1.04%
Background information is
Ownership% included as required? 0 Yes O No
Owner Name: Rich McNally Title: Member, Board of Directors Address: Healdsburg, CA 95448
Street City State Zip
Ll Jul26,2023 Signature: Rich ,l:r<all� (.,l,J 26, 2023 18,35 POT) Date:

Add more pages as necessary to-accommodate all Commercial cannabis Business owners **465 Retail LLC is 100% owned by Gravenstein 116 LLC, Ownership percentages provided are for Gravenstein 116 LLC. 33 Individuals own 46.13%.** HEALDSBURG COMMERCIAL CANNABIS BUSINESS APPLICATION Page 2 of 5 San Francisco CA 94122

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications) :·--:--"- - - ·-· - -- OTHER CONTACT INFORMATION
If the proposed commercial cannabis applicant is incorporated, provide the names, titles, addresses, and contact information of each corporate officer. If the proposed commercial cannabis applicant is a partnership, provide the names, addresses of each partner.

In addition, provide the name, address, and contact information of the agent for service of process, and any person(s) designated as a manager of the proposed business.

CORPORATE OFFICERS OR PARTNERS
Name: Title:

Address:

Street City State Zip
Name: Title:

Address:

Street City State Zip
Name: Title:

Address:

Street City State Zip
Name: Title:

Address:

Street City State Zip
Name: Title:

Address:

Street City State Zip

AGENT FOR SERVICE OF PROCESS
N ame: EI; ,41elr::ocl
Address: 4,6 5 l+e.e..) J~ b llrj ~lie. /lel).,fJs hvr~ c~ °' 5~'{ [ Street City State Zip MANAGER(S}
Any person(s) designated by the commercial cannabis applicant to act as the representative or agent of the commercial cannabis applicant in managing day-to-day operations. If such information is not available at the time the commercial cannabis permit application is submitted, the commercial cannabis permit applicant shall submit such information as soon as it becomes available to the City Manager's Office at [email protected].

Name: Michael Jones Title: Chief Retail Operations Officer Address: 785 Gravenstein Hwy S Sebastopol CA 95472
Street City State Zip
Background information included as required? □ No Phone: 949-302-7633 Add more pages as necessaryto accommodate all Corporate Officers, Partners, and Managers.

Name: Mercedes Clark Title: Customer Experience Manager, Healdsburg Address: , Healdsburg CA 95448
Background Information Included: Yes Phone Number: 707-596-9040 HEALDSBURG COMMERCIAL CANNABIS BUSINESS APPLICATION Page 3 of 5

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications) _ SUPPORTING INFORMATION
List all fictitious business names the applicant is operating under including the address where each business is located:
785 Gravenstein LLC dba Solful - 785 Gravenstein Hwy S, Sebastopol, CA 95472 755 Farmers LLC dba Solful - 755 Farmers Lane, Santa Rosa, 95405 900 Irving LLC dba Solful - 900 Irving St, San Francisco, CA 94122 Has the Applicant or any of its owners been the subject of any administrative action, including but not limited to suspension, denial, or revocation of a cannabis business license at any time in the previous seven (7) years? If so, please list and explain:

No.

Is the Applicant or any of its owners currently involved in an application process in any other jurisdiction(s)? If so, which jurisdiction(s)?
No.

Does the applicant intend to store or use any hazardous chemicals on-site? If so, please list and explain:

No.

Does the applicant intend to discharge any effluent into the City's wastewater or storm water system? If so, please list and explain:

No.

I '
If applicable, provide a brief description of the proposed cannabis delivery service, including number of delivery vehicles, location of vehicle storage, and estimated size of delivery area.

Solful currently provides delivery sevice from its Sebastopol and Santa Rosa store locations. The Healdsburg dispensary would act as the location for dispatch of orders for the City of Healdsburg and areas of Sonoma County within five miles of Healdsburg. One delivery vehicle would be utilized for this service and would be stored at our Sebastopol location when not in service.

HEALDSBURG COMMERCIAL CANNABIS BUSINESS APPLICATION Page 4 of s

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications) . APPLICATION CERTIFICATION . -. -- - -? '· -~ - - . - ., I hereby certify, under penalty of perjury, on behalf of myself and all owners, corporate officers, partners, and managers identified in this application that the statements and information furnished in this application and the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. I understand that a misrepresentation of fact is cause for rejection of this application, denial of the permit, or revocation of a permit issued.

In addition, I understand that the filing of this application grants the City of Healdsburg permission to reproduce submitted materials for distribution to staff, Commissions, Boards and City Council Members, and other Agencies to process the application. Nothing in this consent, however, shall entitle any person to make use of the intellectual property in plans, exhibits, and photographs for any purpose unrelated to the City's consideration of this application.

Furthermore, by submitting this application, I understand and agree that any business resulting from an approval shall be maintained and operated in accordance with requirements of the City of Healdsburg Municipal Code and State law.

Under penalty of perjury, I hereby declare that the information contained in within and submitted with the application is true, complete, and accurate. I understand that a misrepresentation of the facts is cause for rejection of this application, denial of a license or revocation of an issued license. I further authorize the City, its agents, and employees to seek verification of the information contained in the application.

Eli Melrod Eli Melrod (Jul 26, 2ll23 14:32 PDT)
Name Signature
CEO Jul26,2023
Title Date
For details about the information required as part of the application process, see the Application Procedures & Guidelines, City of Healdsburg Municipal Code Chapter 20, Section 20.095 or any additional requirements to complete the application process. All documents can be found online at www.healdsburg.gov/cannabis. For questions, please contact the City Manager's Office at [email protected].

HEALDSBURG COMMERCIAL CANNABIS BUSINESS APPLICATION Page 5 of 5

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications) Healdsburg Application Form
Final Audit Report
Created:

By:

Status:

Transaction ID:
2023-07-26
Nick Caston ([email protected])
Signed
CBJCHBCAABAAbE1c4FmSnbZRfcikSX6uBT6L8tZGEaH_
"Healdsburg Application Form" History
f) Document created by Nick Caston ([email protected]) 2023-07-26 - 9:23:42 PM GMT- IP address: 135.180.136.10 IS?.. Document emailed to Eli Melrod ([email protected]) for signature 2023-07-26 - 9:27:29 PM GMT
f) Email viewed by Eli Melrod ([email protected])
2023-07-26- 9:27:38 PM GMT- IP address: 74.125.213.38
~ Document e-signed by Eli Melrod ([email protected])
2023-07-27
Signature Date: 2023-07-26 - 9:32:48 PM GMT-Time Source: server- IP address: 23.127.162.226 E:. Document emailed to [email protected] for signature 2023-07-26- 9:32:49 PM GMT
f) Email viewed by [email protected]
2023-07-26- 9:49:52 PM GMT- IP address: 104.28.124.90
~ Signer [email protected] entered name at signing as Peter M. Dickstein 2023-07-26 - 10:05:04 PM GMT- IP address: 135.180.158.241 0o Document e-signed by Peter M. Dickstein ([email protected]) Signature Date: 2023-07-26 -10:05:06 PM GMT-Time Source: server- IP address: 135.180.158.241 e. Document emailed to [email protected] for signature 2023-07-26 -10:05:08 PM GMT
f) Email viewed by [email protected]
2023-07-26 - 10:09:10 PM GMT- IP address: 66.249.84.196 0o Signer [email protected] entered name at signing as Theodore Ubben 2023-07-26 - 11 :49:19 PM GMT- IP address: 136.24.85.8
a A~obe Acrobat Sign

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 0o Document e-signed by Theodore Ubben ([email protected]) Signature Date: 2023-07-26 - 11 :49:21 PM GMT - Time Source: server- IP address: 136.24.85.8 q Document emailed to [email protected] for signature 2023-07-26 - 11 :49:22 PM GMT
°E} Email viewed by [email protected]
2023-07-27 - 0:08:07 AM GMT- IP address: 172.226.212.7
0o Signer [email protected] entered name at signing as Rich McNally 2023-07-27 -1:35:01 AM GMT- IP address: 75.149.39.121
6'o Document e-signed by Rich McNally ([email protected]) Signature Date: 2023-07-27 - 1 :35:03 AM GMT - Time Source: server- IP address: 75.149.39 .121
0 Agreement completed.
2023-07-27 -1:35:03 AM GMT
fJ Adobe Acrobat Sign

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications) Dated:

CITY OF HEALDSBURG

COMMERCIAL CANNABIS BUSINESS LICENSE APPLICATION

FINANCIAL RESPONSIBILITY, INDEMNITY AND

CONSENT TO INSPECTION TERMS
(Must be completed by at least one owner)
I hereby agree to the following terms:

1. I herewith pay the sum of $9,647.31 for the application fee for the review and processing of an application for commercial cannabis business permit.

2. The entire fee amount paid to the City of Healdsburg ("City") is non-refundable for any reason . There is no guarantee - expressed or implied - that by submitting the application or paying the application fee that I will obtain any land use entitlements or a permit to operate a commercial cannabis business.

3. All costs incurred by the City in processing said application, including staff time, attorney's fees, Consultant's fees and overhead, shall be funded by me from the fees paid. This is my personal obligation and shall not be affected by sale or transfer of the property subject to the application, changes in business organization, or any other reason.

4. I acknowledge and agree to the defen5e, waiver, and indemnification obligations stated in the attached "Agreement on Limitations of City's Liability, and Certifications, Assurances Warranties and Indemnification to City", incorporated herein by reference.

S. The City will promptly notify the Applicant(s) and Owner(s) of any claim, action, or proceeding that is or may be subject to this Agreement on Limitations of City's Liability, and Certifications, Assurances Warranties, and Indemnification to City. The City may, within its unlimited and sole discretion, participate in the defense of any such claim, action, or proceeding.

6. I will fund a deposit account ("Fund") to reimburse the City's cost, including attorney's fees, to defend any claim, action, or proceeding that is or may be subject to the Agreement on Limitations of City's Liability, and Certifications, Assurances Warranties, and Indemnification to City. In the event that any such claim, action, or proceeding is filed against the City, I shall within 30 days of the filing, deposit an initial sum of $10,000 to the Fund to reimburse my portion of the City defense costs, as determined by the City in .its sole discretion. The Fund shall contain an amount necessary to cover three months' worth of budgeted expenditures by the City relating to the City's defense of the claim, action, or proceeding, including all time to appeal, or as long as expenditures made by the City relating to its defense remain unreimbursed, whichever is later. Once all remaining and outstanding reimbursements have been paid to the City by me, City shall return to me any remaining unused Agreement of Limitations of City's Liability, and Certifications, Assurances, Warranties, and Indemnification to City 1 F-1

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications) portion of my deposit.

7. The City shall have the sole and absolute right to approve any and all counsel employed to defend the City. To the extent the City uses any of its resources to respond to such claim, action or proceeding, or to assist the defense, I will reimburse the City for those costs. Such resources include, but are not limited to, staff time, court costs, City Attorney's time, or any other direct or indirect cost associated with responding to, or assisting in defense of, the claim, action, or proceedings.

8. I consent and expressly allow, authorize, and permit the City, all its departments, agents, and employees, to enter upon and inspect the subject property identified in my application, with or without prior notice, for the purposes of processing this application or inspection or photographing for compliance with all laws, regulations, and conditions placed on land use approvals or the cannabis business permit. No additional permission or consent to enter upon the property is necessary or shall be required. By signing this agreement, I further certify and warrant I am authorized to, and hereby do, consent, and allow such inspections on my behalf and on the behalf of each and all Owners of the property and Applicants.

9. I understand that all materials submitted in connection with my application are public records subject to inspection and copying by members of the public. By filing an application, I agree that the public may inspect and copy these materials and the information contained therein, and that some or all of the materials may be posted on the City's website. For any materials that may be subject to copyright protection, or which may be subject to Sections 5500.1 and 5536.4 of the California Business and Professions Code, by submitting such materials to the City I represent that I have the authority to grant, and hereby grant, the City permission to make the materials available to the public for inspection and copying, whether in hardcopy or electronic format.

In the event a request for information under the California Public Records Act seeks disclosure of application materials marked by me as "Confidential information," the City may make reasonable efforts to provide notice to me prior to such disclosure to allow me to seek a protective order, injunctive relief, or other appropriate remedy. If I contend any designated application materials are exempt from the CPRA and wish to prevent disclosure, I agree that I am required, at my own, cost, liability, and expense to obtain a protective order, injunctive relief or other appropriate remedy from a court having jurisdiction over the matter at least ~wo (2) days before City's deadline to respond to the California Public Records Act request. I understand and acknowledge that if I fail to obtain such a remedy before the deadline for the City's response to the request, the City will disclose the requested information and shall not be liable or responsible for such disclosure.

10. This Agreement shall constitute a separate agreement from any cannabis business permit approval, and that if the cannabis business permit, in part or in whole, is revoked, invalidated, rendered null or set aside by a court of competent jurisdiction, I agree to be bound by the terms of this Agreement, which shall survive such invalidation, nullification or setting aside .

Agreement of Limitations of City's Liability, and Certifications, Assurances, Warranties, and Indemnification to City 2 F-2

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications)

11. This Agreement shall be construed anij enforced in c1ccordance with the laws of the State of California and in any legal action or other proceeding brought by either party to enforce or interpret this Agreement; the appropriate venue is the Sonoma Superior Court.

After review and consideration of all of the foregoing terms and conditions, I agree to be bound by and to fully and timely comply with all of the foregoing terms and conditions, and the attached "Agreement on Limitations of City's Liability, and Certifications, Assurances Warranties and Indemnification to City".

Applicant(s)/Owner(s):
(\~ \\\~ \Yu~
Printed Name Signature \
Printed Name Signature
Printed Name Signature
Printed Name . Signature
Printed Name Signature
Agreement of Limitations of City's Liability,. and Certifications, Assurances, Warranties, and Indemnification to City 3 F-3

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications) Agreement on .~.Jn1itations of City's Liability, and
Certifications, Assurances, Warranties, and
Indemnification to City
(Must be completed by all owners)
A. WAIVER, RELEASE AND HOLD HARMLESS
I hereby waive, release, and hold harmless the City of Healdsburg ("City") and its Council, boards and commissions, officers, officials, employees, and agents from any and all actual and alleged claims, losses, damages, injuries, liabilities, costs (including attorney's fees), suits or other expenses which arise out of, or which are in any way relate to my application for a cannabis business permit, the issuance of the cannabis business permit, the process used by the City in making its decision, the enforcement of the conditions of the cannabis business permit, or the cannabis business' operations.

I hereby waive, release and hold harmless the City and its Council, boards and commissions, officers, officials, employees, and agents from any and all actual and alleged claims, losses, damages, injuries, liabilities, costs (including attorney's fees), suits or other expenses which arise out of, or which are in any way relate to: (1) any repeal or amendment of any provision of the Healdsburg Municipal Code or Zoning Ordinance relating to commercial cannabis activity; or (2) any investigation, arrest or prosecution of me, or the cannabis business' owners, operators, employees, clients or customers, for a violation of state or federal laws, rules or regulations relating to cannabis adivitie·s.

B. AGREEMENT TO INDEMNIFY
I shall defend, indemnify, and hold harmless the City and its Council, boards and commissions, officers, officials, employees, and agents from and against any and all actual and alleged liabilities, demands, claims, losses, damages, injuries, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and attorney's fees), which arise out of, or which are in any way related to i) the requested cannabis business permit and any land use entitlement related thereto, ii) the proceedings undertaken in connection with the approval, denial, or appeal of the requested cannabis business permit and any land use entitlement related thereto, iii) any subsequent approvals or licensing/permits relating to the requested cannabis business permit and any land use entitlement related thereto, iv) the processing of the requested cannabis business permit and any land use entitlement related thereto, v) any amendments to the approvals for the requested cannabis business permit and any land use entitlement related thereto, vi) the City's approval, consideration, analysis, review, issuance, denial or appeal of the cannabis business permit; vii) the City's approval, consideration, analysis, review, issuance, denial or appeal of any land use entitlement related thereto, viii) the City's drafting, adoption and passage of an ordinance, and related resolutions, policies, rules and regulations, allowing for cannabis businesses, ix) the City's drafting, adoption and passage of an ordinance, and related resolutions if necessary in the future regarding any zoning law amendment(s) related to my cannabis business, x) the operation of my cannabis business or activity, xi) the process used by the City in making its decision to approve, consider, analyze, review, issue, or deny, my cannabis business permit or any related land use entitlement, or the appeal of either, xii) City's compliance or failure to comply with applicable laws and regulations or xiii) the alleged violation of any federal , state or local Agreement of Limitations of City's Liability, and Certifications, Assurances, Warranties, and Indemnification to City 4 F-4

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications) laws by my cannabis business or any of its officers, employees or agents, except where such liability is caused by the sole negligence or willful misconduct of the City.

City may (but is not obligatea to) defend such challenge as City, in its sole discretion, determines appropriate, all at applicant's sole cost and expense. I shall bear any and all losses, damages, injuries, liabilities, costs, and expenses (including, without limitation, staff time and in-house attorney's fees on a fully-loaded basis, attorney's fees for outside legal counsel, expert witness fees, court costs, and other litigation expenses) arising out of or related to any challenge ("Costs"), whether incurred by me, City, or awarded to any third party, and shall pay to the City upon demand any Costs incurred by the City.

C. OBLIGATIONS INDEPENDENT OF AWARD OF PERMIT, LICENSE, OR ENTITLEMENTS My obligations under this Agreement shall apply regardless of whether a cannabis business permit or any related permits or entitlements are issued.

D. OBLIGATIONS SURVIVE EXPIRATION OF PERMIT, LICENSE, OR ENTITLEMENTS My obligations under this Agreement shall survive the expiration of any cannabis business permit or related permit or entitlement issued by the City. No modification of the permit, other approval, change in applicable laws and regulations, or change in processing methods shall alter the applicant's indemnity obligation.

E. PROSECUTION UNDER FEDERAL LAW
I understand that- l, other applicants, owners, operators, employees, and members of the cannabis business may be subject to prosecution under Federal Laws.

Agreement of Limitations of City's Liability, and Certifications, Assurances, Warranties, and Indemnification to City 5 F-5

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications) F. AUTHORIZED TO SIGN
The person(s) whose signature appears below is/(are) authorized to sign this Agreement on behalf of the business, applicant/permittee, and operators, and each of them, if more than one, has submitted this information and a!I attachments as required by the application process to obtain a cannabis permit from the City of Healdsburg.

I declare under penalty of perjury that the information provided on this form is true and correct and do hereby apply for a permit pursuant to City of Healdsburg Municipal Code, Chapter 20.20.095, and all other applicable sections of the Municipal Code. (\l ~\\( \r(A
Printed Name and Title
Name of Business Entity
------------------ Applicant Signature Printed Name and Title Name of Business Entity , . Address of Permitted Location Date
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, 01· validity of that document.

State of California .-
County of _9Jd' t'f't~Y\:;Q-6
Subscribed and sw9r!7 to~or affi~m~d) before me o~ this 2 ~t~ay of rjt..,,\ ( \J , 2023, by £:: \ \ ...i - 'YV\_e\ "I" ocA , proved to me on the basis of satisfacto1y evidence to be the perso~.(..s+-who appeared before me. ~ v·'--~' Signature ____________ _ (Seal)
Agreement of Lir:nitations of City's ~iabilit_y, and Certifications, Assu1·ances, Warranties, and Indemnification to City 6 F-6

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications) City of Healdsburg

PROPERTY OWNER CONSENT/LANDLORD AFFIDAVIT
City Manager's Office
401 Grove Street
Healdsburg, CA 95448
Phone: (707) 431 -3317
Email: [email protected]
Property Owner Consent/Landlord Affidavit is required for all Applications. If the business owner is the same person/entity as the property owner, the business owner must complete, sign and notarize the Property Owner Consent/Landlord Affidavit form. If the property is owned by an entity, the entity owner must complete, sign, and notarize the Property Owner Consent/Landlord Affidavit.

IX! I certify that I am/we are the record owner( s) of the property at:
465 Healdsburg Avenue Healdsburg CA 95448
Street City State Zip
and that the information filed is true and correct to the best of my (our) knowledge. I/We, as the owner(s) of the subject property, consent to the filing of this application and use of the property for the purposes described herein. I/We further consent and hereby authorize City representative(s) to enter upon my property for the purpose of examining and inspecting the property in preparation of any reports and/or required environmental review for the processing of the application(s) beii'ig filed.

BY MY SIGNATURE BELOW, I CERTIFY TO EACH OF THE FOLLOWING:

IZJ I am the property owner or am authorized to act on the property owner's behalf, and the information I have provided above is correct. I acknowledge that I have read and understand the information contained herein.

IXJ I acknowledge that the proposed commercial cannabis business 465 Retail LLC dba Solful Tenant (Corporation/LLC/Partnership/Sole Owner) has the legal right to occupy the property, and consent to the business conducting the following commercial cannabis activity at the Property:

IZJ Retail (Storefront)
IZJ Retail (Storefront with Deliver)
D Microbusiness (with Retail)
~ I agree to comply with all applicable City Ordinances and State Laws relating to (MAUCRSA).

SIGNATURE OF PROPERTY OWNER(S):

David Jones

PRINTED NAME OF PROPERTY OWNER(S)
Camille Jones

PRINTED NAME OF PROPERTY OWNER(S)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. " ,- ?
Subscribed and sworn to before me this (,.Q day of_.,,,, ~C.,.V.\,--' 20 Q ~ , proved to _me on the basis of \ satisfactory evidence to be the person(s) who appeared before e Dl\..D "\(). 7'0c:u2.$,. D.;°'f'6 L~"""" \\.e., J0~t.J}£ *NOTARIZATION REQUIRED. This authorization form will not be valid without notarization. The authorization contained in this form automatically expires upon sale or transfer of title to the Property. If sale or transfer of the Property occurs prior to obtaining a business license, the applicant must resubmit this notarized form with approval of the new legal owner(s) of the Property. Property Owner authorization must be signed by all Property Owners of the property identified in the Application. A tt_ac~_<;iddj!_iO'!gl P,99e}-.if [J.ef~.§R.Q!,...,1 ~~---= HANNAH MRKV1CKA
A . COMM . #2405186 )> " 1....--~----.. ______ z SONOMA COUNTY )> <:{ . NOTARY PUBLIC-CALIFORNIA~
< MY COMMISSION EXPIRES ~ k <,.> = 9 ,_,Mt,Y~, ~2'L = .,,

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Attachment: 465 Retail LLC - Solful Application (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 1 SOLFUL - HEALDSBURG

PROPOSAL FOR A CANNABIS

BUSINESS PERMIT

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Attachment: 465 Retail LLC - Solful Evaluation Criteria (4237 : Public Hearing to Consider Retail Cannabis Business Applications) The Solful standard 2
SOLFUL - HEALDSBURG 3.1.e
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Attachment: 465 Retail LLC - Solful Evaluation Criteria (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 3 SOLFUL - HEALDSBURG
Section A. Business Plan ............................................. PAGE 6 Section B. Labor & Employment Plan ............................ PAGE 18 Section C. Security Plan ............................................. PAGE 23 Section D. Qualification of Owners ............................... PAGE 53 Section E. Neighborhood Compatability ........................ PAGE 60 Section F. Community Benefits & Equity Plan ................ PAGE 74 Section G. Proposed Site Plan ...................................... PAGE 90 Table of
Contents

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Attachment: 465 Retail LLC - Solful Evaluation Criteria (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 4 SOLFUL - HEALDSBURG
Dear City of Healdsburg,
I am Eli Melrod, the CEO and Co-founder of Solful. Our mission-driven company is dedicated to cultivating health and happiness within the communities we serve. With great excitement and anticipation, I am writing this letter to apply for the opportunity to establish a retail location in the charming city of Healdsburg.

At Solful, we firmly believe in the power of cannabis to uplift communities and foster healthier, happier lives. Our passion for this plant goes beyond just selling products—it’s about creating a positive impact and building meaningful connections with our community.

We are committed to providing thorough customer education and ensuring our team stays updated with the latest research and science. This allows us to offer reliable advice and guidance to our customers, ensuring they have the information they need to make informed choices.

One of the key aspects of our business is our strong partnerships with local producers. We collaborate with farmers and producers who share our commitment to safety, quality, and ethical practices. By sourcing from these trusted partners, we can provide our customers with products that meet our high standards and support the local economy.

As an environmentally-conscious company, sustainability is at the core of everything we do. We take great care in sourcing our products responsibly and strive to foster ecological balance. Our sun-grown cannabis is cultivated on the North Coast, ensuring a connection to the beautiful natural surroundings and promoting the acceptance and understanding of cannabis within the community.

Message
welcome

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Attachment: 465 Retail LLC - Solful Evaluation Criteria (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 5 SOLFUL - HEALDSBURG
By establishing a Solful storefront in Healdsburg, we aim to create a welcoming space where the community can explore a new narrative of wellness and happiness. We are excited about the positive impact Solful can have on the daily lives of Healdsburg’s residents by offering top-quality, safe, and effective cannabis products.

Additionally, we are proud to contribute to the local community by supporting local farmers and strengthening the local economy. Our partnerships with these farmers allow us to showcase their dedication and passion for their craft, creating a deeper connection between the products and the people who grow them.

In conclusion, we are thrilled and hopeful for the opportunity to bring Solful to the vibrant community of Healdsburg. Our dedication to health, happiness, and environmental responsibility will help foster a positive and sustainable cannabis culture. We are committed to creating a space where everyone feels welcome and where the community can come together to explore the potential of cannabis to enhance their lives.

Thank you for considering our application. We are available for further discussion and to provide any additional information that may be required to support our application.

Warm regards,
Eli Melrod
CEO and Co-founder, Solful

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A. Business Plan
SECTION A: BUSINESS PLAN (400 points)

1. Finances – Application includes a budget for construction, operations, maintenance, compensation of employees, equipment, property lease, security equipment and staff, City fees, state fees, utility costs, product purchases and other anticipated contingency costs.

The budget must demonstrate sufficient capital in place to pay startup costs and at least three months of operating costs, as well as a description of the sources and uses of funds.

Application must also address the following:

As part of our commitment to transparency and compliance, we have prepared a comprehensive threeyear financial plan as an exhibit to support our application. This plan outlines the projected start-up costs, store cash flow, pre-opening expenses, pro-forma profit and loss statements, and various other anticipated expenses, all of which are crucial in demonstrating our financial sustainability.

Breakdown of our Budget
• Construction: We have allocated funds for the construction and build-out of our facility, ensuring compliance with industry standards and regulatory requirements. • Operations and Maintenance: Our budget includes ongoing operational expenses, such as employee compensation, equipment maintenance, and necessary upgrades, ensuring a smooth and efficient operation.
• Lease and Property Costs: We have accounted for the costs associated with leasing the property where our dispensary will be located, including any leasing agreements and associated fees. • Security Equipment and Staff: In line with our commitment to safety and security, we have allocated funds for the installation and maintenance of state-of-the-art security equipment, as well as for welltrained security personnel.

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• City and State Fees: We are fully aware of the importance of compliance and have budgeted for various city and state fees necessary for licensing and ongoing regulatory compliance. • Utility Costs: Our budget includes provisions for utility expenses such as electricity, water, and other essential services required for daily operations.
• Product Purchases: To ensure a consistent supply of high-quality cannabis products, we have factored in ongoing product purchases from reputable vendors.

Contingency Costs
While we strive for meticulous planning, we have also accounted for unforeseen circumstances and potential contingency expenses in order to be prepared for any unexpected challenges that may arise.

We are pleased to inform you that we have successfully secured commitments from investors that more than double the anticipated start-up costs. This additional funding provides a safety net to address any unforeseen situations that may arise during our initial stages of operation.

The attached budget exhibit provides a comprehensive overview of our financial plan, showing a breakdown of the sources and uses of funds. We have taken great care to ensure transparency and clarity in the allocation of our capital, demonstrating our responsible financial management.

A. Proof of capitalization, in the form of documentation of cash or other liquid assets on hand, Letters of Credit or other equivalent assets. (Note: Proof of Capitalization should be submitted in a separate PDF file. See “Application Process” section for more information.) B. A pro forma for at least three years of operations.

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Pro Forma Profit and Loss Statement
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Pro Forma Balance Sheet
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Pro Forma Cash Flow Statement and Start Up Budget
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C. A schedule for beginning operation, including a narrative outlining any proposed construction and improvements and a timeline for completion.

License (Entitlement) Approval - First step to operate Healdsburg store.

Finalize Building Plans - Review and revise building plans for compliance with local codes.

Estimated Time: 1 month after approval.

Out to Bid and Hire General Contractor (GC) - Engage in competitive bidding process for reputable GC. Estimated Time: 2 months after approval.

Obtain Construction Permits - Apply for necessary construction permits and submit required documentation. Estimated Time: 2.5 months after approval.

Demolition and Start Construction - Demolish existing structures and commence construction activities. Estimated Time: 3 months after approval.

Construction Complete and Turned Over to Solful Team - Completion of store’s interior and exterior and careful inspection for safety and building regulations.

Estimated Time: 6 months after approval.

Receive Deliveries and Complete Store Opening Procedures - Receive deliveries of products and follow store opening procedures for an inviting and compliant retail environment. Estimated Time: 6.5 months after approval.

Grand Opening - Announce grand opening of Healdsburg store to welcome customers and community. Estimated Time: 7 months after approval.

Timeline for opening Solful’s Healdsburg dispensary:

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D. A letter from a bank, credit union, or similar financial institution stating that the cannabis Applicant has, or will be provided, access to banking services.

Greenbax Marketplace is not a financial institution. GBX is a financial services platform and a subsidiary of North Bay Credit Union.

Greenbax Marketplace accounts are held in custodian for the benefit of the customer at Austin Capital Trust Company and North Bay Credit Union is Austin Capital Trusts’ sponsor bank.

Greenbax Marketplace provides managed services for compliance to North Bay Credit Union and is the technology platform between the two financial institutions, Austin Capital Trust, and North Bay Credit Union.

07.06.2023
To whom it may concern,
Gravenstein 116 LLC dba Solful has been a customer of NBCU/GBX for 5 years. It is our understanding that they are applying to acquire a retail cannabis license in the City of Healdsburg as 465 Retail LLC dba Solful.

We are prepared to offer additional bank accounts, after completing a review of newly submitted applications, in the event they acquire new licensing for additional locations.

Thank you,
Katie F Collins
Cannabis Banking. Simplified.

KATIE COLLINS
MRB Banker
(866) 951-2551 1039
[email protected]
greenbaxmarketplace.io
A subsidiary of North Bay Credit Union
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Application describes the day-to-day operations of the proposed Retail business, which meet industry best practices. This should include, at a minimum, a description of the following criteria:

A. Customer check-in procedures.

At Solful, we provide a secure, compliant, and enjoyable experience for all our staff, customers, and visitors. The Customer Check-In Procedures ensure a smooth and efficient in-store experience.

Age and Identification Requirements

1. All individuals, including staff, customers, and visitors, must be at least 21 years old to be on the premises unless they are a confirmed medical cannabis patient.

2. Medicinal cannabis patients must be at least 18 years old AND possess a valid physician’s recommendation for medicinal cannabis.

Customer Check-In Process
To ensure compliance with regulations and a seamless customer experience, the check-in process must be followed:

1. Upon arrival, customers approach the dedicated check-in area where an associate will greet them.

2. Customers present their valid government-issued ID or a valid Armed Forces ID for verification.

3. The associate scans the ID for authentication, cross-checking the details with the physical ID.

4. For new customers, the associate creates a customer profile within the Treez POS system, storing relevant information for future visits.

5. Upon successful completion of the check-in process, customers are allowed to enter the retail area.

Staff Presence and Sales Requirements

1. At least one employee must be present in the retail area at all times when customers are present.

2. All sales must occur within the retail area of the premises.

B. Location(s) and procedures for receiving deliveries during business hours.

Procedures for distribution delivery drivers:
• Delivery hours are between 10:00am and 4:00pm PST.
• Drivers must call the store 30 minutes before delivery. • Upon arrival, drivers sign into the Limited Area Access Log, receive a guest badge, and are escorted by SECTION A2: DAILY OPERATIONS 3.1.e
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a trained employee to the delivery door in the rear, which is not available to the public. • The delivery area is examined for hazards before delivery. • After delivery, drivers are escorted off the property, signed out from the Limited Access Log, and their guest badge is retained.

C. The Point-of-Sale system (including name) to be used and how it will interact with the state’s mandated track and trace system. Identify the number of Point-of-Sales terminals to be used when the business is at full capacity.

The Point-of-Sale (POS) system that will be utilized in our operations is Treez. Treez will interact with the state’s mandated track and trace system, Metrc, ensuring seamless data integration and compliance with state regulations.

Treez has been designed with a specific integration to Metrc, which allows for automatic data synchronization between the two systems. This integration provides real-time tracking of inventory, sales, and customer information while adhering to the regulatory requirements set forth by the state.

The key features of the Treez and Metrc integration include:

1. Accurate inventory tracking: Treez POS system stays in sync with Metrc by sending and receiving realtime product data, allowing for better inventory management and preventing stock discrepancies.

2. Compliance management: The integration ensures that cannabis goods are effectively monitored to prevent diversion and maintain compliance with state regulations.

3. Reporting capabilities: Treez generates necessary regulatory reports and submits them directly to Metrc, streamlining the reporting process and minimizing the risk of errors or delays.

At full capacity, our business will utilize 5 Point-of-Sale terminals based on the operational requirements and customer flow.

D. The number of customers to be served per hour/day.

Based on our comprehensive analysis, we anticipate serving an average of 80-100 customers per day in our first year of operation. This translates to approximately 8-10 customers per hour on an average day.

During holidays or peak periods, customer demand tends to increase. During these times, we anticipate that our customer flow could ramp up, allowing us to serve approximately 15-20 customers per hour, which equates to about 150-200 customers per day.

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These projections have been carefully calculated based on industry trends, market research, and the expertise of our operations team. It is important to emphasize that our priority is to ensure that we maintain a safe and compliant environment for all our customers. We have implemented efficient processes and protocols to manage customer flow, reduce wait times, and enhance the overall experience for each individual. Our average time of visit for a customer across our existing stores is seven to eight minutes.

E. How cannabis and cannabis products will be tracked and monitored to prevent diversion.

Storage and Inventory Procedures
Cannabis goods are stored in areas with limited access, accessible only to employees with security key card permissions. Visitors must confirm their identity, sign into the Limited Access Area Log, receive a guest badge, and be escorted by an employee throughout their stay. Employees with inventory control duties are trained on the following procedures:

Intake Procedures
• Logging the delivery into Metrc and the Treez POS system. • Generating barcode labels.
• Completing the Product Intake Tracker and verifying accuracy.

Storage Procedures
• The storage room is high-tech, climate-controlled, and secured. It’s accessible only to General Managers, Inventory Specialists, and Supervisors.
• Products are labeled and stored on designated shelves, with ‘Use First’ stickers on products with the shortest expiration date parameters.
• All product in the storage room are accompanied by a Metrc track and trace tag specific to each batch
Restocking Procedures
• Limited amounts of products are maintained on-sale.
• Inventory is replenished based on preset par values.

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Inventory Recordkeeping and Reconciliation
Maintaining and Producing Inventory Motion Records
• Delivered items are stored in the “need to process” shelf to undergo further processing. • Inventory specialists move the manifest in Metrc, assigning the associated product to the store. • Treez POS is used to record order details, contents, acceptance timing, and product pricing. • The inventory specialist assigns an employee to tag products with the inventory barcode. • After completion, accuracy is ensured via the Product Intake Tracker.

Inventory Reconciliation
A full reconciliation of Inventory is undertaken every 30 days by conducting weekly category cycle counts. • Inventory sheets are prepared using live inventory data, with each employee assigned a specific inventory category.
• Counts are verified and recorded by a supervisor.
• Reconciliation is done in the Treez system, and any discrepancies are reported to the General Manager and the Home Office Operations Manager.
• Any discrepancies are immediately investigated and reconciled by the Inventory Team and Operations Manager
• Inventory adjustment records are kept on-premises as required by Department of Cannabis Control regulation.

These procedures ensure that cannabis goods are stored safely, and inventory is effectively tracked and monitored to prevent diversion. Moreover, employees are well-trained in handling inventory procedures and maintaining accurate records to ensure compliance with Department of Cannabis Control regulations. and maintaining accurate records to ensure compliance with Department of Cannabis Control regulations.

F. The proposed waste management plan, including waste disposal locations, security measures, methods of rendering all waste unusable and unrecognizable, and the vendor in charge of disposal.

Waste Management Plan for Solful Cannabis Dispensary
The following comprehensive waste management plan outlines waste disposal locations, security measures, methods of rendering waste unusable and unrecognizable, and vendor information for responsible disposal.

Waste Disposal Locations
Designated secure waste storage areas will be established at the following locations:

A. A secure and clearly marked area within the dispensary for temporary waste storage.

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B. A locked and access-controlled waste storage area in the back of house for longer-term waste storage until pickup Mediwaste, the designated waste disposal vendor.

Security Measures
In order to protect the integrity of waste handling and prevent unauthorized access, the following security measures will be implemented:

Methods of Rendering Waste Unusable and Unrecognizable
Waste will be securely destroyed by following these steps:

1. All cannabis waste will be separated from non-cannabis waste.

2. Cannabis waste will be rendered unusable and unrecognizable by grinding it and mixing it with other non-cannabis waste. The mixture will consist of at least 50% non-cannabis waste (e.g., shredded paper, cardboard, or organic waste).

3. Secure containers will be used to store the rendered waste mixture to prevent access, tampering, or theft.

4. Waste containers will be properly labeled with the contents and marked as “Cannabis Waste” to ensure proper handling during disposal.

Waste Disposal Vendor
We have contracted with a licensed waste disposal vendor, Mediwaste, to ensure proper handling, transportation, and disposal of all rendered cannabis waste. The waste disposal vendor will:

1. Regularly schedule waste collection based on the disposal frequency required at our facility, ensuring timely and efficient waste disposal.

2. Transport the waste using dedicated and secure vehicles, complying with applicable local and state regulations

3. Provide a certificate of destruction for each disposal event, ensuring our waste management processes effectively comply with the legal requirements.

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SECTION B: LABOR AND EMPLOYMENT PLAN (400 points)

1. Collective Bargaining – Application describes to what extent the cannabis business will recognize the collective bargaining rights of employees in accordance with the Department of Cannabis Control (DCC) California Code of Regulations (CCR) Title 4, Division 19, §15002.

Solful’s commitment to the collective bargaining rights of its employees, as described in the Department of Cannabis Control (DCC) California Code of Regulations (CCR) Title 4, Division 19, §15002, paved the way for a comprehensive Labor Peace Agreement with the Teamsters Joint Council #7 and #42. As we establish our operations in Healdsburg as 465 Retail LLC, which is wholly owned by Gravenstein 116 LLC, the existing agreement will cover our employees and forms the bedrock of our employee relations strategy. The key facets of this Master Labor Peace Agreement are:

Employee Unionization
Solful demonstrates a balanced perspective on employee unionization, strictly adhering to a policy of neutrality. The agreement explicitly states that Solful shall not oppose or advocate unionization, affording employees the freedom to make their decisions without interference or influence.

Access to Union Representatives
Promoting open lines of communication, Solful ensures union representatives have access to engage our employees during non-work periods in areas deemed acceptable. This arrangement is designed to facilitate fair dialogue and uphold employee rights.

B. Labor &
Employment Plan

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Employee List
In the spirit of transparency and effectiveness, Solful has undertaken the responsibility to provide an updated list of eligible employees to the union. This provision ensures the union’s ability to communicate accurately with Solful employees.

Union Recognition
The agreement solidifies our obligation to recognize the union’s organization through the Card Check method. In doing so, we fulfill our pledge to respect and uphold the employees’ preferences concerning union representation.

Employee Lockout
Solful emphatically commits to the welfare of our employees by agreeing to abstain from lockout actions.

This critical aspect reflects our understanding of the detrimental impact lockouts have on employees’ livelihood and morale, and our commitment towards a harmonious work environment.

Through this agreement, we extend our commitment beyond business operations, asserting Solful’s dedication to upholding employee rights, promoting well-being, and enhancing the happiness of our workforce.

2. Number of Employees – Application identifies the number of employees at initial opening, and the maximum number of employees when the business is at full capacity.

At the time of our initial opening and when we are at full capacity, Solful will have a team of 18 highly qualified individuals working diligently to ensure a smooth and efficient operation. Each member of our team plays a crucial role in maintaining compliance with regulatory requirements and upholding our commitment to safety and quality. Our employees undergo rigorous training and possess a deep understanding of the cannabis industry, bringing a wealth of knowledge and expertise to their respective roles.

It is important to note that all our employees are offered full-time positions. However, we also respect the personal choices of our Health and Happiness Consultants, who may choose to work half-time if it aligns with their lifestyle. This flexibility accommodates their needs while ensuring we maintain a strong and capable workforce to meet our customers’ demands.

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3. Employee Responsibilities – Application identifies all positions to be employed at the proposed business, and their responsibilities.

Solful operates with a team of professionals in various positions, each with defined responsibilities. As the leader of operations, the General Manager’s key role is to deliver exceptional customer and team member experiences. This is achieved through the delivery of quality service by identifying and solving customer needs, promoting team-building to align with company values, growing sales revenue through the execution of Solful’s customer experience culture, and monitoring sales and performance metrics.

The Customer Experience Manager leads all front of house operations and directly supervises day-to-day operations, including customer entrance, sales floor, dispatch/delivery, and POS. They implement and maintain all standard operating procedures, ensure communication amongst all team members, support weekly cycle counts to ensure inventory accuracy, and maintain cannabis compliance guidelines and SOPs.

The Supervisor of Inventory Control leads all back-of-house operations and is directly responsible for the receiving, processing, storage, compliance, and destruction of all products. They monitor inventory levels, partner with store leadership, procurement, and marketing, and maintain inventory specialists’ leadership traits. The Inventory Specialist executes all back-of-house standard operating procedures, including receiving, processing, storage, compliance, and destruction of all products, maintains impeccable product organization, and adheres to cannabis compliance guidelines and standards.

In terms of employee benefits, Solful takes pride in exceeding state-mandated requirements. Employees become eligible for company benefits, including healthcare coverage, retirement plans, and other perks, once they reach a threshold of 20 hours instead of the state-mandated threshold of 30 hours. In addition, all employees at Solful accrue PTO hours regardless of status or hours worked. Solful believes in a work life balance, and it is important that our team members can take the necessary time off they need without creating a financial burden for themselves or their families.

GENERAL MANAGER

CUSTOMER EXPERIENCE MANAGER

SUPERVISOR OF INVENTORY CONTROL

FLOOR SUPERVISOR CUSTOMER EXPERIENCE

INVENTORY SPECIALIST

HEALTH & HAPPINESS CONSULTANT
1 1
1 2
1 12
TOTAL: 18
Healdsburg Roster Headcount
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Attachment: 465 Retail LLC - Solful Evaluation Criteria (4237 : Public Hearing to Consider Retail Cannabis Business Applications) The Floor Supervisor is the front-line supervisor responsible for direct customer interaction, monitoring customer feedback and satisfaction, and adhering to Solful’s customer experience culture, objectives, and SOPs. They oversee daily schedules, maintain accurate cash handling procedures, ensure that the sales floor is clean and well stocked, and oversees all store events.

The Health and Happiness Consultant is the backbone of Solful’s brand, providing an exceptional customer experience by understanding and solving their needs while promoting the company values. They are responsible for delivering customer consultation, maintaining product knowledge, and executing frontof-house operations. All team members must adhere to cannabis compliance guidelines and standards, inventory accuracy, and safe work habits, reporting any incidents to store leadership promptly. 21 SOLFUL - HEALDSBURG
Solful Store Organizational Chart

CHIEF RETAIL OPERATIONS OFFICER

GENERAL

MANAGER

INVENTORY

SPECIALIST

CUSTOMER

EXPERIENCE

MANAGER

HEALTH &

HAPPINESS

CONSULTANTS

HEALTH &

HAPPINESS

CONSULTANTS
FLOOR

SUPERVISOR

CUSTOMER

EXPERIENCE
FLOOR

SUPERVISOR

CUSTOMER

EXPERIENCE

SUPERVISOR

OF INVENTORY

CONTROL
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4. Employee Benefits – Application identifies the benefits provided to employees, including health care, vacation, and medical leave, to the degree they are offered as part of employment.

At Solful, we prioritize the well-being and satisfaction of our team members. Our comprehensive benefits package includes:
• 90% coverage of Gold-level medical insurance.
• 100% coverage for dental, vision, short-term disability, and life insurance. • Access to a 401k retirement plan.
• Quarterly bonus program
• Anniversary bonus
• PTO program
• Employee discount
• Paid volunteer hours
• Annual reviews and wage increases
• Monthly CSA box from local farms
Additionally, our Paid Time Off (PTO) Policy is designed to provide flexibility and support for our employees. For non-exempt employees, we offer PTO accrual at a rate of 0.038 hours per hour worked which is roughly two weeks paid time off a year on a full-time equivalency.

For exempt employees, we provide an allocation of 4.62 hours per pay period, roughly three weeks off per a year. This allows for these employees, who may be called upon to address work outside of normal business hours, the ability to better balance work and personal time.

With an unwavering focus on the well-being and development of our team members, we have meticulously crafted comprehensive leave policies that foster a healthy work-life balance. From 24 hours of dedicated sick pay per year to paid personal leaves of absence and bereavement leave to accommodations for organ and bone marrow donation, alcohol and drug rehabilitation, domestic violence, sexual assault victims, and more, our employees’ welfare remains at the forefront of our operations. Our PTO and leave of absence benefits ensure employees have the necessary support and flexibility to achieve a healthy work-life balance.

We provide industry leading benefits to attract and retain top local talent. Our commitment to compliance and safety ensures that our employees receive the full extent of benefits available to them. We believe in supporting their immediate and long-term financial well-being and providing peace of mind for their future.

At Solful, we take pride in creating a work environment that values the health, happiness, and financial security of our team members.

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C. Security Plan

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CONFIDENTIAL SECURITY

PLAN DOCUMENTS

EXEMPT FROM PUBLIC DISCLOSURE
PURSUANT TO GOVERNMENT CODE SECTION 6255(a)
Prepared For:
465 Retail LLC dba Solful
465 Healdsburg Avenue, Healdsburg CA 95448
July 2023
Prepared By: John D. Hopper, CPP
Independent Physical Security Consultant
408.386.7301 [email protected]
SECTION C: SECURITY PLAN

CONFIDENTIAL SECURITY

PLAN DOCUMENTS

EXEMPT FROM PUBLIC DISCLOSURE
PURSUANT TO GOVERNMENT CODE SECTION 6255(a)
Prepared For:
465 Retail LLC dba Solful
465 Healdsburg Avenue, Healdsburg CA 95448
July 2023
Prepared By: John D. Hopper, CPP
Independent Physical Security Consultant
408.386.7301 [email protected]

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ü Note the direction in which the robber(s) departed and how any stolen items were carried away (sack, bank bag, etc.).
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8 as those listed above (11.3) a personal will be alerted over the radio by a pre-established Code Word or phrase that may be periodically changed. (example: “Sales information line 2”).
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D. Qualifications
SECTION D: QUALIFICATION OF OWNERS (400 points)

1. Describe the business owner’s prior experience in owning, managing, and operating a legally permitted or licensed retail cannabis business in the United States. For purposes of this section, owner shall mean the State definition of owner in the State Business and Professions Code Section 26001.

Under the adept leadership of Eli Melrod, Solful’s experienced management team has achieved remarkable success in managing the company’s growth and expansion. Since 2017, Solful has thrived under Eli’s guidance, adapting seamlessly to the ever-changing legislative and regulatory landscape of the cannabis industry. Throughout this journey, the team has remained steadfast in their commitment to cannabis as a catalyst for individual and community health and wellness.

Through their collective efforts, the leadership team has propelled Solful’s growth beyond its original location, and the company now proudly operates stores in Sebastopol, Santa Rosa, and San Francisco.

This expansion showcases their ability to execute strategic decisions and successfully establish Solful as a trusted provider of cannabis products under different jurisdictions operating requirements.

Remarkably, amidst the evolving landscape, Solful has maintained its dedication to serving medicinal customers. Eli Melrod, the CEO of Solful, deeply commends the Healdsburg Council for their commendable decision to exempt medicinal customers from the gross receipts tax on cannabis goods.

This significant exemption allows Solful to continue providing access to medicinally focused products to its customers, distinguishing the dispensary as one of the few in the state that remains committed to meeting the unique needs of this vital market segment.

With an unwavering commitment to excellence and a passion for promoting the well-being of both individuals and communities, the Solful leadership team has solidified their position as pioneers in the cannabis industry. Their remarkable achievements and dedication to serving a diverse range of customers truly set them apart.

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Eli Melrod - CEO & Co-Founder
Eli Melrod, the CEO of Solful, is a prominent figure
in the California cannabis industry, with a passion for promoting the health and wellness benefits of cannabis.

His journey began in 2004, when his father’s diagnosis
with pancreatic cancer led to the discovery of the
therapeutic properties of cannabis in managing pain,
nausea, appetite, anxiety, and sleep.

While studying economics at Wesleyan University, Eli became increasingly fascinated by the potential opportunities presented by the impending end of cannabis prohibition in California. His dedication to this emerging industry led him to leave school in 2014, embarking on a path to become an expert in the earlystage adult-use cannabis market.

Inspired by his father’s experience, Eli made it his mission to bring the benefits of cannabis to individuals seeking enhanced well-being and happiness through responsible usage. His journey began by working at a respected cannabis testing lab, where he gained extensive knowledge of the scientific aspects of cannabis and cultivated strong relationships with innovators and farmers throughout the state.

In 2017, Eli co-founded Solful to bring the vision of mission-driven, community oriented, sustainable cannabis retail concept to life. Solful has become renowned for its commitment to community education, providing personalized customer experiences, and sourcing only the finest quality small batch, sun-grown cannabis. As a testament to their success, Solful has received several esteemed accolades in Sonoma County, including being recognized as the best cannabis dispensary in the highly competitive Press Democrat Reader’s Poll for five years in a row starting in 2019 (2019-2023).

Eli’s contributions extend beyond the realm of Solful. Serving as an Emerald Cup judge, he continues to deepen his involvement in the cannabis community. Passionate about sharing his knowledge and experiences, Eli has spoken at prestigious venues such as UC Berkeley Haas School of Business, Sonoma State University, the Sebastopol Senior Center, and the Oakmont Cannabis Club. Furthermore, he hosted a biweekly radio show on KSRO, providing insights and information on cannabis-related topics.

Eli’s influence has been recognized through various honors, including being named a 40 Under 40 in the North Bay Business Journal’s 40 under 40 feature and a 23 to watch in 2023 by the Press Democrat.

With his wealth of experience and unwavering commitment to the industry, Eli Melrod is a driving force as the CEO of Solful, shaping the future of cannabis and empowering individuals to embrace its benefits for their well-being.

Meet Solful’s
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Mike Jones - Chief Retail Operations Officer
Mike Jones is the Chief Retail Operations Officer with
Solful, bringing to the role extensive experience in the retail industry. Prior to joining Solful, Mike worked
with Fox Racing, Nautica, and Skechers in various
capacities, including District Manager and Director
of Retail Operations. Throughout his career, Mike
has demonstrated a deep understanding of the retail
environment, with a focus on people development, growth strategies, and overall customer experience.

At Mike’s tenure with Fox Racing he worked closely with the Fox family creating a new scalable Brick and Mortar retail concept that was rolled out in several key markets throughout the United States over a 10-year period. Mike created and project managed a very succinct timeline to ensure they were producing revenue on time to meet the projected proforma.

One of Mike’s notable accomplishments was his work with Stance Socks, where he conducted a thorough assessment of the company’s brick and mortar retail division. Based on his assessment, Mike developed and implemented a long-term strategy for elevating their store operations and selling culture, leading to impressive improvements in customer satisfaction and sales revenue.

Mike’s passion for people and commitment to success set him apart from others in the industry. He brings a level of intrinsic motivation to the growth and development of his team that is unparalleled, making him a standout leader and dedicated asset to any group, company, or organization. His experience, coupled with his wide range of aptitudes and talents, cement his reputation as a phenomenal leader in the retail industry.

Meet Solful’s
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Mercedes Clark - Customer Experience
Manager, Healdsburg
Mercedes Clark brings a wealth of experience and a
genuine passion for health and wellness to her role as
Manager of Customer Experience at the proposed
Solful Healdsburg location. With a strong background
in the industry, Mercedes has risen through the ranks at Solful, starting as one of Solful’s first Health and Happiness Consultants before being appointed as the Assistant General Manager of the Sebastopol Solful store.

As a Healdsburg resident, Mercedes has an intimate understanding of the local community. She is deeply committed to engaging with residents through various events and outreach programs. In fact, Mercedes lives within walking distance of the proposed Solful Healdsburg location, allowing her to be fully immersed in the community she aims to serve.

Prior to joining Solful, Mercedes spent over six years at Community Market, where she played a pivotal role in successfully opening their new Sebastopol location. Her expertise as the Wellness Department Buyer and Receiver gave her a comprehensive understanding of working with herbs and natural remedies.

Mercedes is renowned for her people-focused approach, always striving to provide exceptional customer service and create meaningful connections. She understands the importance of responsible adult use and is dedicated to ensuring that minors do not have access to cannabis. With her deep local knowledge and Solful health-focused brand, Mercedes will undoubtedly contribute positively to the Healdsburg economy and community as a whole.

Meet Solful’s
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Board Members and Additional Owners: A Deep Connection to Healdsburg Solful’s board of directors and advisors represent the very best in the cannabis industry. With their vast experience and a commitment to our values, they work tirelessly to ensure our continued success. Our independent board members consist of Rich McNally, a respected Healdsburg resident, and Theo Ubben, whose family operates the informed local business, Little Saint. These connections to Healdsburg’s community further emphasize our commitment to cultivating strong local ties.

Peter Dickstein, our co-founder, has over four decades of experience in leadership positions in medical device and technology sectors. His expertise in both CEO and CFO roles and strategic advising has been instrumental in steering us towards success. His involvement in the San Francisco Bay Area as a University of California, Berkeley, Haas School of Business Guest Lecturer, and being an active member of the business community continues to be a valuable asset to Solful.

Rich McNally, a Partner at Fundamental Capital, is a resident of Healdsburg. With decades of experience in private equity and retail, Rich brings a unique perspective to the business. His presence on our board ensures that we make informed decisions aligned with the needs and aspirations of the Healdsburg community.

Lastly, Theo Ubben, brings a unique perspective to Solful. His family’s business, Little Saint, an entrenched local business, has provided him with a keen insight into the Healdsburg community’s values and needs.

Theo’s expertise in cleantech and environmental sciences aligns with our values of environmental sustainability and social responsibility.

Together, our board members and advisors bring a wealth of knowledge and experience, ensuring that Solful operates with the highest levels of governance, professionalism, and strategic acumen. Our team’s connections to the Healdsburg community further emphasizes our commitment to responsible and community-driven development. At Solful, we recognize that our success is tied to the well-being of Healdsburg, and we are committed to playing a positive role in its growth and prosperity.

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2. Describe your overall knowledge of the cannabis industry, including identification of how industry best practices and State regulations have been incorporated in existing/prior legal businesses outside the City of Healdsburg.

Solful has developed a comprehensive understanding of the cannabis industry through years of experience and a commitment to remaining at the forefront of industry best practices and compliance with state regulations. Solful opened its first store in 2017 as a medical retailer, providing a foundation for navigating the complex landscape of cannabis regulations and operational requirements.

Since its inception, Solful has demonstrated a strong ability to adapt and evolve in response to changes in state legislation and regulations. This commitment to compliance has been a central focus for the business, ensuring that Solful operates within the bounds of the law and meets the highest standards of safety and accountability. Operating since 2017, Solful was one of fewer than 100 dispensaries statewide that met state and local requirements in order to be operational on January, 1st, 2018, the first day of sales in California under the current regulatory framework.

The incorporation of industry best practices has been a core principle at Solful. As the cannabis industry has matured, Solful has consistently sought to stay informed about the latest developments and innovations, leveraging this knowledge to optimize its operations and deliver exceptional experiences to customers.

Solful’s expansion into additional jurisdictions, including Sebastopol, Santa Rosa, and San Francisco, further reflects the company’s ability to navigate and comply with complex regulatory frameworks and operate successfully in competitive and dynamic markets. Each of these locations presents its own unique set of regulations and requirements, necessitating a thorough understanding of local laws to ensure compliance and provide a seamless customer experience.

Solful’s success in incorporating industry best practices and state regulations can be attributed to its team’s expertise and commitment to ongoing education. Through active participation in industry events, conferences, and partnerships, Solful’s leadership and staff maintain a comprehensive understanding of the evolving regulatory landscape. This knowledge is then applied to the day-to-day operations of the business, ensuring that Solful remains a trusted and responsible leader in the cannabis industry.

In summary, Solful’s knowledge of the cannabis industry is extensive and continually expanding. The company’s commitment to compliance, incorporation of industry best practices, and adaptability to changes in state legislation and regulations showcase its dedication to responsible operations. This commitment, coupled with the team’s expertise and ongoing education, enables Solful to provide exceptional products and experiences to customers while maintaining the highest standards of compliance and safety.

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3. Describe the involvement of the ownership team in the day-to-day operation and management of the proposed business.

As the Co-Founder and CEO of Solful, Eli Melrod is a champion of the company’s culture and works tirelessly to embed the mission throughout all facets of the organization. His involvement in daily operations is not limited to a figurehead position; rather, Eli actively participates across all levels of the company. He values the perspectives of staff members and encourages open communication, incorporating insights into the overall strategic direction. This collaborative approach fosters a strong sense of unity and high employee morale, allowing us to align our efforts and work collaboratively towards our shared goal of providing exceptional cannabis products and experiences. Notably, Eli’s deep understanding of the cannabis industry has led him to work in almost every position within the organization, providing him with in-depth knowledge and experience to better lead the company.

In addition to Eli’s leadership, Mike Jones, the Chief Retail Operations Officer, is the day-to-day leader of Solful’s retail operation. With his extensive experience in retail operations, Mike brings a wealth of knowledge to the team. He possesses a deep understanding of best practices in retail management, compliance, customer service, and team coaching and development.

Mike’s involvement in the day-to-day operations ensures smooth and efficient management of the retail operations. From overseeing inventory and product selection to implementing sales strategies and maintaining compliance with state regulations, Mike’s expertise plays a vital role in Solful’s success.

Eli and Mike bring a formidable partnership and a wealth of operational excellence to Solful, which has laid the foundation for the dispensary’s rising success in the industry. To ensure that the Healdsburg location aligns with Solful’s high operational standards and exceptional customer experience, they have selected Mercedes Clark as the Manager of Customer Experience for Healdsburg.

Mercedes is an experienced manager who has been an integral part of Solful for over four years. With her extensive experience, she has worked her way up the ranks from Health and Happiness Consultant to being appointed as the Assistant General Manager of the Sebastopol Solful.

As a Healdsburg resident, Mercedes has developed a profound understanding of the local community, effectively grounding the leadership team in the community. Her unyielding commitment to engaging the residents through events and outreach programs will ensure that the new location fully integrates into the community.

Mercedes will work closely with Eli and Mike to bring Solful’s exceptional customer experience and operational excellence to Healdsburg. Her active role in the team will also ensure that the Healdsburg location will be run by a team of dedicated experts ready to serve the community and embody the exceptional brand of Solful.

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E. Neighborhood
Compatibility Plan
Voted Best Dispensary in Sonoma County
five years in a row.

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SECTION E: NEIGHBORHOOD COMPATIBILITY PLAN (400 points)

1. Describe how the business will take proactive steps to avoid becoming a nuisance or having negative impacts on its neighbors or surrounding community. Additionally, describe how the business will react and respond to complaints specifically related to noise, light, odor, public consumption, loitering, littering, and vehicle and pedestrian traffic.

At Solful Healdsburg, we are ever cognizant of the role we play in the wider community, and are committed to
responsible and respectful operational practices. Our
proactive steps and policies are designed to circumvent the emergence of any adverse impacts, ensuring our
existence is harmonious with our neighbors and the
surrounding community. Furthermore, as a seasoned
cannabis operator with multiple retail locations, Solful has successfully implemented strategies to mitigate
impacts and enhance the surrounding neighborhood.

Our diligent efforts have resulted in significant
improvements in the local community. Additionally, we
have established a comprehensive complaint response
system designed specifically to address any concerns
or disturbances that may arise. This system is tailored to effectively handle issues related to noise, light, odor, public consumption, loitering, littering, and traffic,
ensuring optimal harmony with the neighborhood and
our commitment to responsible operations.

Solful is a wonderful
neighbor. There has
not been a single problem
in our center since they
have been here. Their
staff is courteous, kind,
and respectful. Having
Solful’s security and
cameras has helped our
business. They are a great
asset to our community.

Joanne Cooter, Store Manager,
The Legacy - Sebastopol Senior Center

1. Noise Management – Proactive Measures to Avoid Noise: Solful will ensure noise levels from our operations do not disrupt the tranquility of Healdsburg by implementing noise operational procedures.

Our daily operation, including ambiance music, is designed to be wholly interior to the building.

2. Light Mitigation: Solful’s facility will be lit to all city standards and consistent with the surrounding neighborhood. Security lighting for the parking area and facility will be positioned to not impact the night sky views while still providing adequate lighting for security camera\s.

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3. Odor Suppression: The location will be equipped with an advanced carbon air filtration system to counter potential cannabis odors. These systems, along with proper employee training in the storage of cannabis, have proven to eliminate odors at our multiple local locations.

4. Public Consumption & Loitering: Solful educates customers about responsible consumption laws and will deter loitering within the vicinity of our premises. We employ staff dedicated to monitoring the outside of our facilities to identify and prevent any potential issues before they arise.

5. Litter Management: Solful stays committed to cleanliness, planning regular cleaning schedules and placing trash receptacles in strategic locations around the retail location.

6. Traffic: Solful’s proposed location is pedestrian friendly with a walkability score of 89 as rated by Walk Score. For those customers that do choose to drive, the location provides for ample onsite parking. This parking is solely dedicated to Solful and exceeds city requirements providing 9 dedicated parking spaces instead of the required 6 for a store of the size proposed. This ensures Solful will not impact available public and street parking in the area.

Walk Score. (n.d.). 465 Healdsburg Avenue, Healdsburg CA. Retrieved July 20, 2023, from https://www.walkscore.com/score/465-healdsburg-ave-healdsburg-ca-95448.

As the Chief of Police in Santa Rosa,
I have had the pleasure of working
alongside Solful and have been
impressed with their professional
operation and commitment to being
involved in the community. Solful’s
willingness to collaborate with the
Santa Rosa Police Department was
evident when they acted as a leader
in organizing the cannabis industry in response to a series of break-ins in the area.

Solful stands out amongst their peers for their demonstrated commitment to public safety. Their leadership and willingness to work collaboratively with law enforcement is commendable, and we value the partnership we have established with them.

John Cregan, Chief of Police, City of Santa Rosa
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Responsiveness to Complaints
Emphasizing our role as a responsible member of the Healdsburg community, Solful has a robust complaint response system:
• Rapid acknowledgement & investigation of complaints within 24 hours. • Transparent communication with stakeholders involved to arrive at an effective resolution. • Implement corrective action to prevent any recurrence of the issue.

We would like to reassure the Healdsburg community of Solful’s commitment to maintaining a peaceful and harmonious relationship with the surroundings. By operating responsibly within this highly regulated industry, Solful hopes to make a positive contribution to the local economic landscape without compromising the quality of life in Healdsburg, CA.

2. Describe the policies that you would implement, and how you would enforce these policies, to ensure your cannabis products do not end up in the hands of underage youth.

Enforcement and Education: Solful’s Policies on Youth Access Prevention for Cannabis Products In keeping with our commitment to promoting safe and responsible cannabis use within the community, at Solful, we enforce rigorous policies to prevent underage access to cannabis products, while also focusing on customer education. We have crafted comprehensive policies and procedures to assure the most stringent compliance with state regulations. Our policies include:

1. Strict Age Verification: We are committed to diligent verification of age at every point of purchase, strict to the regulations that permit sales only to customers aged 21 and over. Our staff is trained by Mike Bates, retired Rohnert Park Deputy Police Chief, who provides ID recognition, Responsible Cannabis Sales, and Responsible Beverage Service training in Sonoma County.

2. Responsible Marketing Practices: All our marketing initiatives are designed and executed to engage adult consumers exclusively thereby avoiding any undue influence on underage individuals.

3. Safe and Compliant Packaging: All our products are safeguarded through tamper-resistant and childproof packaging to further limit their accessibility to underage demographics.

4. Comprehensive and Informative Staff Training: At the heart of our preventive measures is our robust staff training program that is centered around regulatory compliance and customer education, through an all-encompassing understanding of the nuances of cannabis use, storage, and associated risks.

Our commitment is not limited to retail vigilance alone. As Jennifer B. Unger, PhD, significantly notes, “only a small minority of adolescent cannabis users obtain their cannabis from retailers; most obtain their cannabis from social sources.” This insight forms the foundation of our mission to educate and guide our customers towards responsible use and secure storage of cannabis products, thereby ensuring protection against underage access at their respective households.

Unger, J. B., PhD. (2022, November). Regulation of Cannabis Retailers: Facilitating Responsible Adult Use and Promoting Health Equity While Preventing Access to Minors. American Journal of Public Health, 112(11), 1532-1534.

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Solful’s strategic approach infuses responsible conduct with customer education, a blend necessary for transforming the landscape of cannabis consumption and access at every level. With an informed purchasing community and skilled, knowledgeable staff, we can collaborate effectively to prevent youth access to cannabis products.

3. Describe the steps you have taken to get to know the Healdsburg community. Provide a detailed description of the neighborhood in which you are seeking to open a cannabis retail business, and how your business will contribute positively to the surrounding area.

Getting to Know Healdsburg
Founded by Sonoma County local Eli Melrod, Solful’s mission is centered around empowering local communities and promoting the well-being and happiness of individuals. As a tight-knit small town with a deep appreciation for local craft producers, Healdsburg shares these values.

In fact, since 2017, Solful has served hundreds of Healdsburg residents at our other Sonoma County dispensaries. Over the years, we have received countless requests from these residents to bring a Solful retail location to the heart of their community, and this feedback has not gone unnoticed. Solful’s mission and values are closely aligned with the Healdsburg community, and as a business, we have always felt a deep connection to the area.

I had an hour’s long lunch with Eli & Chris Muffoletto of Solful and I came away recognizing if Healdsburg is going to have a Cannabis dispensary, it ought to be Solful, a local Sonoma County company that should offer the same dedication to accurate information on the pros and cons of cannabis products similar to Healdsburg’s wineries and highend food providers. I served as a nonprofit administrator for substance use prevention, intervention and outpatient treatment from the mid 1980’s to 2022 and was once registered to counsel on substance use and abuse. I know that marijuana can be misused and abused.

Joan Churchill, Healdsburg Resident
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Two of Solful’s owners, Theo and Rich, have strong ties to Healdsburg. Rich is a proud resident of Healdsburg while Theo’s family are also residents where they run their family business, Little Saint, in town. Many of our longterm employees also live in Healdsburg and have a deep understanding and appreciation for the community.

As the Customer Experience Manager for our proposed Healdsburg location, Mercedes Clark has heard firsthand from her neighbors how excited they are about the prospect of having a premium cannabis retail experience within walking distance of their homes or workplaces. We have long believed that opening a retail location in Healdsburg is a natural evolution for Solful, which led us on March 3, 2022 to officially express interest in opening a store to City leaders.

Since Solful’s initial expression of interest in Healdsburg on March 3, 2022, we have made significant efforts to actively engage with the Healdsburg community. Our commitment to building strong relationships and becoming an integral part of the community has been a top priority for us.

To kickstart this process, we sent an introductory email to City staff, expressing our interest in Healdsburg.

On April 6, 2022, we extended our outreach by sending introductory emails to the Mayor and Council Members, along with an offer to provide tours of our facilities.

Continuing our efforts to connect with key stakeholders, we invited members of the Healdsburg community to attend the opening of our Santa Rosa store from April 22 to 24, 2022. This provided an opportunity for individuals to learn more about Solful and witness our commitment to compliance and excellence first-hand.

Happy to have a local, farmer focused dispensary near town with all natural ingredients.

Karen Reul, Co-Owner, Forager, Healdsburg
I love Solful. I’m always in support of a farmer focused dispensary. This will be the perfect addition to Healdsburg for me personally, but also the town in general. I appreciate that there are no additives to the cannabis. Solful is my personal favorite dispensary.

Emily Klinger, Team Lead, Forager, Healdsburg
Solful’s support and contributions to local businesses for the betterment of the community is commendable.

Evin Mojica, Customer Service Liason, Thumbprint Cellars, Healdsburg SECTION E: NEIGHBORHOOD COMPATABILITY PLAN 3.1.e
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Recognizing the importance of engaging with local government, Solful actively participated in City Council meetings on May 2, 2022, September 6, 2022, March 20, 2023, and April 17, 2023. These meetings allowed us to contribute to discussions, address concerns, and build rapport with City Council members.

Furthermore, we scheduled an introductory meeting with the Healdsburg Chamber of Commerce on June 15, 2022, providing an opportunity to meet with Tallia Hart, further demonstrate our commitment to the community, and explore potential collaborations.

Acknowledging the significance of transparent communication, Solful participated in Planning Commission hearings on November 8, 2022, and February 28, 2023, where we shared our plans, addressed any questions or concerns, and sought feedback from Planning Commission members.

In order to align ourselves further in the community, Solful is a member of the Healdsburg Chamber of Commerce, signifying our commitment to the local business ecosystem. We have attended the annual State of the City hosted by the Chamber and will continue growing our presence within the business community.

Recognizing the importance of engaging directly with the neighborhood, we organized a neighborhood meeting on July 27, 2023, at the proposed location of our store. This gathering allowed us to connect with members of the community, listen to their perspectives, and address any concerns they may have.

Through these comprehensive engagement efforts, in addition to the hundreds of existing Healdsburg residents that are our customers at one of our existing dispensaries over the last six years, Solful has made significant strides in getting to know the Healdsburg community. We have actively participated in various forums, initiated meaningful conversations, and fostered relationships with local stakeholders. These steps reflect our commitment to transparency, collaboration, and responsible operation as we work towards becoming an essential member of the Healdsburg community.

Lessens our carbon footprint so we don’t have to drive so far! Alex Saronich, Healdsburg Resident
I’ve heard wonderful things about Solful and believe they will be an excellent addition to the Healdsburg community.

Aaron Flores, Healdsburg Resident
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Neighborhood Description (General Plan Designation: Downtown Commercial) Conveniently positioned just two blocks away from the vibrant Healdsburg Plaza, Solful’s prospective site for our retail cannabis business can be found at 465 Healdsburg Avenue. This prime location not only ensures easy access for our valued customers but also harmoniously blends with the thriving pulse of downtown Healdsburg’s robust economy. Furthermore, while the location provides convenient parking options, making a visit to our retail location as seamless and hassle-free as possible, it is located in a walkable area where many visitors will choose to use their feet instead of their cars in coming to the store.

This area is a blend of historical charm and contemporary vibrancy located amidst Sonoma County’s wine country, decidedly one of Healdsburg’s, and Sonoma County’s, most bustling thoroughfares. Poised two blocks off Healdsburg’s central plaza, the proposed location is surrounded by a network of roads and popular pedestrian walkways, ensuring excellent accessibility. The Foss Creek Pathway, is nearby, allowing effortless traversal for customers from various directions.

The Downtown is a hive of activity, hosting a bevy of businesses, from boutique stores and hotels to professional services. In the vicinity, there are several restaurants, cafes, and bars, renowned for their culinary offerings. Likewise, we anticipate Solful will be a unique and valuable addition to this diverse commercial tableau.

Neighborhood Contribution
Solful, as a responsible retail cannabis business, is determined to impart a positive and sustainable impact on the downtown Healdsburg community. Solful’s approach consists of a well-rounded strategy covering education, community support, and symbiotic relations with neighboring businesses, all framed within the strict compliance framework of the cannabis industry.

Education and Responsible Use: First and foremost, Solful sees itself as a facilitator of responsible cannabis consumption. Beyond retailing, our key objective is to foster education on safe consumption, correct storage practices, and responsible use, ultimately mitigating risks associated with misuse or potential underage access.

As part of this commitment, we will stress the crucial aspect of cannabis consumption laws, particularly around the prohibitions on public consumption and smoking in communal spaces, laser-focused on public safety and respect to all those in the community.

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Engagement in Community Events
In line with our vision of being an integral part of the community, Solful actively engages in local events, strengthening ties with the residents of Healdsburg. This participative role extends from mere sponsorship or attendance to a more comprehensive role of promoting safety, education, and community wellness as responsible representatives of the cannabis industry.

Collaboration with Other Businesses
Solful aims to establish collaborative relationships
with neighboring businesses. In our experience, these
relationships have led to positive outcomes for all
businesses near our stores including opportunities for
cross-promotion, shared customer base enhancement,
professional networking, and contributing to the
thriving economy of downtown Healdsburg.

In a nutshell, Solful’s proposition includes more than just a retail cannabis business. We are committed to being a positive force in the community, contributing to safety, education, and economic development, whilst cementing our position as a responsible and reliable player in the cannabis industry.

As the Santa Rosa YPN Events Committee Chair, I had the pleasure to collaborate with Eli and Solful to educate and mentor potential cannabis entrepreneurs, and the general public, on all things cannabis. As a Sonoma County resident, I appreciate Solful’s contribution to the community.

Leah Frost, Santa Rosa YPN
Solful’s commitment to our community is truly commendable. Their dedication to supporting programs and initiatives for the well-being of children, as demonstrated through their fundraising efforts for First 5 Sonoma County, is a testament to their values and vision. I wholeheartedly support Solful’s application and believe they will be a valuable addition to the Healdsburg community.

Angie Dillon-Shore, Executive Director, First 5 Sonoma County SECTION E: NEIGHBORHOOD COMPATABILITY PLAN 3.1.e
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What Solful’s Neighbors Have to Say
As neighbors of Solful, I can easily
say that their store has brought a
positive and helpful environment to our
business. We are super lucky to have a
store like Solful that cares and supports
the community. I am 100% sure that
Healdsburg will be super lucky to have a
Solful in their community.

Oscar Canul, Owner,
Inca’s Peruvian Cuisine
Solful has been a great community
member run by conscientious business
owners. They support fellow small
businesses and local farmers.

Leith Miller, Owner, Psychic Pie
Solful has contributed positively to
our business over the years. Solful
employees come in as customers and are
always pleasant to interact with. Having
Solful in the Southpoint Shopping Center
has definitely brought in more customers
to us as well as the surrounding neighbors.

Megan Eastham, Store Manager,
Starbucks Coffee Co.

Working with Solful on past joint
promotional events for our restaurant
has been fruitful for our business.

Their team are frequent guests and we
appreciate them a lot.

Carmen Ochoa, Owner, Ochoa’s
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4. Describe steps that the business will take to minimize any negative environmental impacts of the retail operation, including greenhouse gas emissions, vehicle miles travelled, excessive product packaging, energy and water utilization, and other impacts.

Solful is the industry leader when it comes to sustainability:
• Only Cannabis Company Sourcing 100% Sugrown
• First and Only Cannabis Dispensary to Join 1% for the Planet • Exclusively Sources Local Cannabis Flower from Sonoma County and the Emerald Triangle Muddy-shoe Sourcing
At Solful, our unwavering commitment to sustainability and environmental stewardship is demonstrated through our deliberate sourcing practices. We proudly source ALL of our cannabis flower locally from craft cannabis farmers throughout Sonoma County and the esteemed Emerald Triangle region. This sourcing practice sets us apart from other dispensaries, as we are the only dispensary in California that exclusively sources sungrown cannabis.

While the exceptional quality of these products is unquestionable, our focus extends beyond that. By prioritizing local sourcing, we take a proactive approach in minimizing the vehicle miles driven during the delivery of our products, directly addressing the creation of greenhouse gasses resulting from transportation. This commitment resonates deeply with Healdsburg’s Climate Mobilization Strategy. With 55% of the city’s identified greenhouse gas emissions attributed to on-road transportation, our efforts in reducing the distance of Solful’s supply chain have a profound and enduring impact on curbing our company’s carbon footprint.

As a leader in the cannabis industry, Solful is committed to setting a high standard for environmental sustainability in our business practices. We believe that building strong relationships with local cannabis farmers and sourcing exclusively sun-grown cannabis products is the most environmentally responsible way to operate.

Sun-grown cannabis differs from indoor cannabis in that it’s grown outdoors, with exposure to natural sunlight, rather than in a controlled indoor environment. The benefits of sun-grown cannabis are many, including a lower carbon footprint, less energy consumption, and greater resource efficiency. Compared to indoor growing, sun-grown cannabis requires fewer resources, such as water, electricity, and land.

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Furthermore, the outdoor environment allows for natural pest control, resulting in fewer chemicals and pesticides being used. At Solful, we prioritize sun-grown cannabis because we believe that it’s a more sustainable, environmentally responsible choice that allows us to operate in a way that our customers can trust.

Benefits of Sun-Grown Cannabis Compared to Indoor
Reduced Greenhouse Gas Emissions: Substantial energy use and greenhouse gas emissions are associated with indoor cannabis cultivation (Mills & Zeramby 2020). Unlike outdoor production that basks in natural sunlight, indoor cultivation relies heavily on artificial lighting and climate control systems, which dramatically increases energy consumption. By choosing outdoor sun-grown cannabis, Solful significantly reduces associated greenhouse gas emissions.

Better Water Utilization: According to recent research results revealed by Evan Mills, Phd and revealed in the article “Contrary to Conventional Methods, Best Practices for Cannabis Cultivation Result in Less Intensive Land and Water Use for Outdoor than for Indoor Farming,” outdoor cannabis cultivation best practices provide for superior water-use benefits compared to indoor methods. The study highlights the advantages of outdoor practices – including better water retention and mitigated evaporation – that lead to more efficient and responsible water utilization.

Lower Land-Use Intensity: The same article also shows that outdoor cultivation is less land-intensive, making more efficient use of valuable farmland. Indoor farming often demands vast amounts of land for infrastructure, unnecessarily burdening the environment. In fact, with the correct farming best practices, outdoor cultivation “land-use intensity is about 25% less than indoor intensities…” ight now is pretty much the perfect time to buy and smoke the 2022 fullsun outdoor cannabis crop. It’ll never be fresher, or more perfectly cured.

So it’s auspicious that the Solful brand of cannabis dispensaries has just opened America’s best dispensary to buy outdoor weed. How dare we make that claim? SECTION E: NEIGHBORHOOD COMPATABILITY PLAN 3.1.e
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As a certified biodynamic farm, we prioritize a holistic approach that considers the natural elements of the land. We believe that sustainable farming practices are essential for the well-being of our community and the planet. I am proud to support Solful as our exclusive retail partner. Their dedication to promoting outdoor cultivation aligns perfectly with our mission of sustainable agriculture.

Together, we aim to provide the community with clean cannabis that can make a positive difference in people’s lives. It is vital for Sonoma County and California as a whole to support small farms like ours, and I applaud Solful for their commitment to fostering a thriving and sustainable cannabis industry.

Mike Benziger, Glentucky Family Farm, California State Fair Cannabis Award Gold Medalist Incorporating the Solful’s “muddy-shoe” standard, insights from the best available research on environmental impacts of cannabis cultivation, and the exclusive focus on sun-grown cannabis, Solful’s operation is environmentally conscious and superior in terms of greenhouse gas emissions, water utilization, and land-use intensity. By supporting sustainable farming practices and offering only high-quality outdoor sun-grown cannabis, we safeguard the environment while backing our local community of growers.

Also, by consciously choosing not to offer indoor cannabis, Solful provides customers with a reliable option where they can be confident they are purchasing high-quality, sun-grown cannabis that aligns with their principles. We understand that researching the source of local cannabis flower from various retailers can be a daunting task and even overwhelming for environmentally conscious consumers. Therefore, our commitment to exclusively offering sun-grown cannabis ensures that our customers can effortlessly shop their values without compromising on quality.

1% for the Planet is a global organization that encourages businesses to donate 1% of their annual sales to environmental causes. Through this commitment, companies contribute to the preservation of our planet and support a wide range of environmental initiatives.

At Solful, our commitment to environmental impact goes beyond corporate social responsibility. Our membership with 1% for the Planet not only demonstrates our dedication to sustainability but also highlights our aspiration to be a leader in the industry. As part of this global movement, we proudly embrace the model of 1% for the Planet, which inspires businesses to increase their environmental giving.

By actively participating in this initiative, we show our unwavering commitment to making a positive difference in the world. Each and every day, our team strives to create meaningful change and set an example for others to follow.

Mills, Evan & Zeramby, Scott. (2020). Energy Use by the Indoor Cannabis Industry: Inconvenient Truths for Producers, Consumers, and Policymakers.

Mills, Evan. (2022). Contrary to Conventional Methods, Best Practices for Cannabis Cultivation Result in Less Intensive Land and Water Use for Outdoor than for Indoor Farming.

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By donating 1% of our annual net sales from Solful-branded products, we support the actions needed to tackle the critical issues facing our planet - including sustainable agriculture and climate adaptation. With only 3% of philanthropy currently going towards environmental giving, we believe our partnership with 1% for the Planet is a crucial step in the right direction.

As the first cannabis retail dispensary to join 1% for the Planet, we are trailblazers in integrating environmental considerations into our business model. By doing so, we aim to inspire others in the cannabis industry to recognize the increasing environmental footprint and act proactively.

We’ve also committed to supporting local organizations approved by 1% for the Planet. Among these are Ceres Community Project, The Botanical Bus, and Daily Acts - each playing a crucial role in community support, holistic health, and sustainability, respectively.

Our co-founder and CEO, Eli Melrod, led Solful in this direction, inspired by the works of environmental stewards like Yvon Chouinard, founder of Patagonia. With the rise of recreational cannabis use and growing awareness of medicinal benefits, we consider it our responsibility to contribute to a healthier, more sustainable environment.

Packaging and Operations Environmental Initiatives
In 2022, Solful made significant strides in our commitment to enhancing sustainability. Our dedicated efforts to minimize our environmental impact included a comprehensive refresh of our packaging. We evaluated the components used and worked to change any packaging we could to recyclable and ecofriendly options while still adhering to state requirements for child-proof packaging. This proactive approach ensures that our packaging aligns with our commitment to responsible waste management and reduces our overall ecological footprint. To further reinforce our recycling practices, we have a diligent team member who actively monitors and educates our staff on proper recycling procedures. By instilling awareness and knowledge among our team members, we continue to build a culture of sustainability within our organization.

At Solful, we place a high priority on energy efficiency as part of our sustainability initiatives. We recognize the vital role that energy usage plays in minimizing our environmental impact. To this end, we employ energy-efficient refrigeration systems and lighting throughout our stores. These measures not only reduce our energy consumption but also contribute to a more sustainable and eco-friendly retail environment. Additionally, we are dedicated to adhering to the best industry practices for sustainability.

This includes sourcing renewable energy sources to power our operations. Furthermore, we prioritize proper waste management by recycling materials appropriately and implementing water conservation practices to reduce water usage.

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F. Community Benefits
& Equity Plan
SECTION F: COMMUNITY BENEFITS AND EQUITY PLAN (400 points)

1. Describe the benefits that the business will provide to the local community, for example by directly aiding, participating in, or funding the work of local non-profits, communitybased organizations, civic organizations, or social services organizations (“Community Organizations”). Note: Applicants should not identify any specific Community Organization at this time, or provide commitment letter(s) from local Community Organizations in the Application submittal. This section is only intended to capture the overall commitment of Applicants to fund or support local community-based activity in general.

Solful has been a dedicated partner of Ceres Community
Project since 2021, supporting our mission to create
health for people, communities and the planet through
love, healing food and empowering the next generation.

Ceres and Solful share the desire to help people lead
healthier and happier lives, and a commitment to local
and sustainable practices that protect our planet.

We are so grateful to have received support from Solful over the past few years, and look forward to a deep and long standing partnership with them in the years to come.

Elissa Gibb, Grants and Corporate Outreach Manager,
Ceres Community Project

3.1.e
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As a mission-driven company, positively impacting the local community is in Solful’s DNA. We take pride in our ongoing support and contributions to various non-profit, community-based, civic, and social services organizations as part of our commitment to funding and supporting local community-based activities. This commitment is what led to Solful being recognized with a North Bay Gives Award in 2022, the first and only cannabis company to receive this recognition.

Through our existing Sonoma County stores, we have made significant contributions in the tens of thousands of dollars to a variety of community organizations. Specifically, we have provided support to First Five Sonoma County, Ceres Project, Daily Acts, among many others. We have leveraged coordinated donation campaigns that involve our supply partners and customers to amplify the impact of our contributions.

As a member of 1% for the Planet, Solful has committed to donating 1% of our annual Solful product revenue to environmental non-profits. This program aligns with our company values of sustainability and environmental responsibility by funding organizations dedicated to protecting our planet’s natural resources.

In addition to our monetary contributions, Solful actively encourages employee participation in community events. For instance, we pay our employees to participate in Earth Day park cleanups in each community we operate in. By doing so, we aim to foster a sense of community engagement and social responsibility amongst our workforce.

In conclusion, Solful is dedicated to being a responsible and respected member of the community. From increasing donations and impact through coordinated campaigns to actively engaging employees, we strive to make a positive impact on the lives of individuals in the local community. We remain committed to continuing our work with local non-profits, community-based, civic, and social services organizations in our support for local community-based activities.

Solful has been an engaged
member of 1% for the Planet and
is the first retail cannabis member
that we have ever had. They have
made a measurable impact in their
sustainability efforts. I can’t wait
to see their leadership in the
industry continue.

Bailey Sherwin, 1% for the Planet
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Past Organization
Donations
Surfrider Foundation
First Five Sonoma County
Daily Acts
Sebastopol Center for the Arts
Habitat Corridor Project
Last Prisoner Project
Ceres Community Project
Love for Life Foundation
Equal Justice Initiative
Russian River Sisters of Perpetual Indulgence
Supernova Women of Color
Food For Thought
Bladder Cancer Advocacy Network
San Francisco Women’s Cancer Network
6th Street Playhouse (HAIR sponsorship)
Sebastopol Senior Center
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Commitment to Equity
At Solful, we firmly believe in the importance of equity and social justice within the cannabis industry.

We are committed to fostering a more inclusive and representative industry by actively supporting and collaborating with organizations dedicated to equity, such as SuperNova Women. Through these collaborations, we aim to empower and uplift marginalized communities in this rapidly evolving industry.

In addition to collaborating with organizations making an impact in the social equity space in cannabis, we actively source products from cannabis companies that hold equity licenses. We proudly carry social equity brands and suppliers such as KGB Reserve, Esensia, Alpenglow Farms, SF Roots, and Oakland Extracts. By prioritizing these equity product lines, we contribute to the success and growth of businesses owned and operated by individuals from communities historically impacted by cannabis prohibition, ensuring that they have a fair opportunity to thrive in the legal market.

Moreover, we are deeply dedicated to supporting equity cannabis farms as part of our farm-direct sourcing program. Our cannabis flower, exclusively sourced from Sonoma County and the Emerald Triangle, goes a step further by ensuring that over 50% of our supply comes from equity cannabis farms.

These farms are designated as California Equity license holders, providing validation of the impact this commitment has on the legacy farmers in our community.

We firmly believe that true equity extends beyond sourcing practices. To foster a culture of equity within our organization, we prioritize diversity and inclusion in our hiring practices, ensuring that our team represents the diverse communities we serve. We provide training and professional development opportunities to create an inclusive work environment and empower our employees to thrive and contribute their unique perspectives.

Solful has been very supportive of our organization, Supernova Women.

Solful has run several promotions that have benefitted our organization financially, as well as featured our organization on multiple media platforms bringing awareness to our mission. Solful has even hosted me, the executive director, on a radio show. We are so grateful for the support that Solful has given us over the years; it has allowed us to continue our mission of creating an inclusive cannabis industry.

Amber Senter, Co-Founder and Executive Director, Supernova Women of Color SECTION F: COMMUNITY BENEFITS & EQUITY PLAN 3.1.e
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2. Identify the minimum wage that will be offered to employees of the proposed business, excluding tips and gratuities. If entry-level employees are salaried, the Applicant should divide the minimum annual salary by 2,087 hours to arrive at an hourly rate.

At Solful, we place a strong emphasis on fair compensation for our valued team members. As such, we are pleased to offer competitive starting pay rates. These rates exceed the Self-Sufficiency Standard for both single adult households and two adult households with a child in Sonoma County, according to the Center for Women’s Welfare at the University of Washington.

Our starting pay rates are also over $2 per hour more, before bonus and tips, than the average retail associate rates in California and the Sonoma County region, according to Indeed. In addition to our attractive pay rates, our comprehensive benefits package affords our team members with healthcare coverage, retirement savings plan options, paid time off, and other valuable perks. We recognize the considerable efforts contributed by our team members, which is why we strive to cultivate a supportive work environment that commends their contributions.

We are dedicated to creating an environment that values and rewards our team members’ contributions to the company’s success. That’s why we have implemented a bonus program based on achieving key performance indicators (KPIs) to incentivize our employees to excel in their roles continually. We recognize that by helping our team members to understand our business better, we can ensure their contributions are meaningful on a broader level. That’s why we take time to educate our employees on the aspects of our business that are most relevant to their roles. By equipping our staff members with the knowledge and skills required to perform at their best, we are confident that they will exceed our expectations.

As part of this initiative, we also provide all employees with an annual review and earned wage increases, an uncommon practice in our industry. These reviews provide feedback on past performance, set goals for the future, and provide an opportunity for professional development. By providing this comprehensive feedback, we ensure that our employees feel supported and motivated to grow with us. This review program also helps support our commitment to promoting those employees who wish to grow into jobs with more responsibility or technical expertise through identifying professional development, training and cross-training opportunities that fit our employees aspirations.

We understand the importance of attracting and retaining the top talent in the industry. As a commitment to our employees and our mission of responsible corporate citizenship, we continually monitor and research compensation practices in the cannabis industry. Through this initiative, we ensure that our staff members are the most competitively compensated in Sonoma County.

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“Retail sales associate salary in California.” Indeed, accessed July 13, 2021, https://www.indeed.com/career/retail-sales-associate/salaries/CA. “Retail sales associate salary in Santa Rosa, CA.” Indeed, accessed July 13, 2021, https://www.indeed.com/career/retail-sales-associate/salaries/Santa-Rosa--CA.

Center for Women’s Welfare, University of Washington. (n.d.). California - Self Sufficiency Standard. Retrieved July 13, 2023 from https://selfsufficiencystandard.org/California/

3. Identify the benefits that will be provided to employees, including but not limited to health care, vacation, and medical leave, to the degree they are offered as part of employment.

Solful prioritizes the well-being and satisfaction of our team members. Our comprehensive benefits package includes:
• 90% coverage of Gold-level medical insurance.
• 100% coverage for dental, vision, short-term disability, and life insurance. • Access to a 401k retirement plan.
• Quarterly bonus program
• Anniversary bonus
• PTO program
• Employee discount
• Paid volunteer hours
• Annual reviews and wage increases
• Monthly CSA box from local farms
At Solful, we believe in providing our employees with comprehensive and competitive benefits packages that reflect our commitment to their well-being. As part of our commitment to our employees, we provide a wide range of benefits, including medical, dental, vision, life, and disability coverage.

GENERAL MANAGER

CUSTOMER EXPERIENCE MANAGER

SUPERVISOR INVENTORY CONTROL

FLOOR SUPERVISOR

INVENTORY SPECIALIST

HEALTH & HAPPINESS CONSULTANT
EXEMPT
EXEMPT

NON-EXEMPT

NON-EXEMPT

NON-EXEMPT

NON-EXEMPT
80-85K
70-75K
$27/HR
$24/HR
$22/HR
$20/HR
$7800
$6400
$3/HR
$3/HR
$3/HR
$3/HR
$30/HR
$27/HR
$25/HR
$23/HR
Healdsburg Roster Status Base Wage Avg. Tips
& Bonus
Ave Entry Employee
Total Hourly Wage
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The employer contribution amounts towards employee/ dependent premium costs are as follows:
• Medical: 90%/0%
• Dental: 100%/0%
• Vision: 100%/0%
Solful covers the cost of life and disability coverages entirely. For medical coverage, the contribution is based on the Kaiser Gold HMO 250/35 + Child Dental plan. If employees wish to elect a higher or lower tier plan for either a PPO or HMO, they may do so. The employee pays the difference between the Kaiser Gold plan and the selected plan which can result in no premium payment by the employee.

Our waiting period for new hires is the first of the month following 60 days. We provide coverage under two medical plans: Blue Shield PPO and Kaiser HMO. Under Blue Shield PPO, we offer two plan options: Silver 70 PPO 2250/50 + Child Dental and Gold 80 PPO 350/25 + Child Dental. The Silver 70 plan has a deductible of $2,250 for individuals and $4,500 for families, while the Gold 80 plan has a deductible of $350 for individuals and $700 for families. Office visit copays range from $25 to $85, depending on the plan, and prescription copays range from $15 to $100. Hospital admissions are subject to various deductibles, coinsurance, and copayments.

Under our Kaiser HMO, we offer two plan options: Silver 70 HMO 1650/55 Alt and Gold 80 HMO 250/35 + Child Dental. The Silver 70 plan has a deductible of $1,650 for individuals and $3,300 for families, while the Gold 80 plan has a deductible of $250 for individuals and $500 for families. Office visit copays range from $35 to $80, depending on the plan, and prescription copays range from $15 to $75. Hospital admissions are subject to various deductibles, coinsurance, and copayments.

We provide dental and vision coverage under Principal. The Principal Dental plan has in-network and out-of-network deductibles that range from $25 to $50, and preventive services have no deductibles. The annual maximum and orthodontic maximum are $2,000 each. Basic, major, and orthodontic services are covered at 80%, 60%, and 50%, respectively.

Under the Principal VSP Vision plan, exam copays are $0, and materials copays are $25, and frames are covered up to $200 every 24 months.

We also cover our employees with a range of disability and life insurance options from Principal. Our Basic Life & Accidental Death & Dismemberment insurance is provided at no cost and has a flat amount coverage of $50,000. We also offer Short Term Disability, which employees are provided at no cost and has a maximum benefit of $2,100 per month. Additionally, our Long Term Disability coverage, also provided at no cost, has a maximum benefit of $9,000 per month and is integrated with state disability, workers compensation, and social security.

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We also offer our employees a 401k plan for pre-tax retirement savings, as well as a competitive Paid Time Off (PTO) policy that is specifically designed to provide flexibility and support. For our non-exempt employees, we provide PTO accrual at a rate of 0.038 hours per hour worked, which equates to roughly two weeks of paid time off per year on a full-time equivalency. Our exempt employees are offered an allocation of 4.62 hours per pay period, which totals roughly three weeks of time off per year. This policy provides our hardworking employees with the flexibility they need to achieve a healthy work-life balance, even when called upon to address work outside of normal business hours.

Moreover, we believe that employee health is critical to success, and we offer all our team members 24 hours of dedicated sick pay per year. This benefit ensures that employees can prioritize their health and well-being without sacrificing their personal time off. Solful is dedicated to sustaining a supportive culture that prioritizes our team members’ personal and professional growth. We are committed to providing comprehensive and competitive benefits that enable our employees to strike a balance between their commitments to our organization and their own well-being.

Solful is committed to creating a positive and healthy work environment for our team members. We believe that supporting our employees with paid leave opportunities is crucial to achieving this goal. As such, in addition to the traditional Paid Time Off and sick pay, we offer these additional leave options for employees to make sure they are able to balance their life, family, and community commitments and use their Paid Time Off and sick leave as intended:

Personal Leave of Absence: Solful offers a personal leave of absence of up to four months without pay for full-time as well as part-time team members with at least one year of employment. This leave is intended to help team members manage personal matters without risking their employment status.

Bereavement and Funeral Leave: We understand the emotional burden that comes with the loss of a family member. That’s why Solful offers paid bereavement leave for 24 hours for full-time team members and 16 hours for part-time team members to grieve and process their loss.

Organ and Bone Marrow Donation Leave: We are committed to supporting team members who donate organs or bone marrow to others in need. To that end, we offer a leave of absence not exceeding 30 days per year for organ donors and not exceeding 5 days per year for bone marrow donors.

Alcohol and Drug Rehabilitation Leave: Solful recognizes that team members may struggle with substance abuse issues and offers up to 30 days unpaid leave for those who voluntarily enter an alcohol or drug rehabilitation program. Our aim is to encourage team members to seek treatment and support their successful return to work.

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Domestic Violence and Sexual Assault Victim Leave: Solful takes seriously its responsibility to support team members who are victims of domestic violence or sexual assault. We offer leave of absence options to facilitate medical and psychological care, coordination with law enforcement, or relocation when necessary.

Time Off Work for Children’s School Activities: At Solful, we understand the importance of family and education. To that end, we offer parents, guardians, or grandparents of children in kindergarten or grades 1 to 12 to time off for school activities up to 8 hours a month or a total of 40 hours each school year.

School Conference Involving Suspension Leave: Whenever a team member who is a parent or guardian of a child facing suspension from school is summoned to the school to discuss the matter, Solful allows employees time off for this school conference.

Military, Firefighters, Emergency Rescue, or Reserve Peace Officers Leave: Solful supports and appreciates team members who serve in the military, fire fighters, emergency rescue and reserve peace officers. Such team members are allowed to take a leave of absence without penalty, retain seniority, and receive reemployment rights upon return.

Voting Leave: Solful encourages team members to participate in the democratic process by offering up to two hours of combined paid and unpaid time off on election days to team members who do not have sufficient time outside of working hours to vote.

Jury or Witness Duty: Solful recognizes that team members may be summoned to serve on a jury or as a witness, and offers time off work without penalty for each working day that the employee serves on jury duty.

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4. Describe the Applicant’s plans for local outreach to City of Healdsburg residents for open positions, and any other actions proposed by the Applicant that are intended to benefit the local workforce and/or Applicant’s local employees.

At Solful, we recognize the importance of supporting the local workforce and promoting economic growth in the communities we serve. To promote local hiring within the City of Healdsburg, we believe in implementing a multifaceted approach that addresses the needs of both potential employees and our organization.

One of our primary actions is to actively engage with local organizations to identify potential job candidates and develop relationships within the community. We plan to develop partnerships with organizations such as the Healdsburg Chamber of Commerce, local trade schools, and job training programs to identify potential talent and provide opportunities for education and development.

In addition to these partnerships, we will utilize various platforms to connect with potential employees. This includes posting job listings through the Healdsburg Tribune and Santa Rosa Junior College, ensuring that our job opportunities are easily accessible to members of the community.

Furthermore, we will actively participate in local job fairs and hiring events, disseminating information about job openings and engaging in conversations with job seekers. By participating in these events, we aim to increase awareness of our organization and the opportunities we provide, as well as establish personal connections within the community.

We are particularly excited to introduce our Customer Experience Manager, Mercedes Clark, who is a Healdsburg resident and is well-positioned to recruit local team members. With her deep understanding of the community and her passion for connecting individuals with meaningful job opportunities, Mercedes will play an integral role in helping us build a strong and sustainable workforce within the City of Healdsburg.

Solful’s hiring approach focuses on sourcing top-notch individuals who have a genuine commitment to helping people enrich their lives through the responsible use of our high-quality cannabis products. We seek individuals who are not only knowledgeable about our products but also have a deep understanding of the importance of hospitality and creating meaningful experiences for our valued customers. By prioritizing these qualities in our hiring process, we ensure that our team is dedicated to delivering outstanding service and helping our customers find the products that best suit their needs, ultimately enhancing their overall well-being.

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Internally, Solful is committed to training and developing our current employees to take on more advanced roles within our organization. By providing opportunities for growth and advancement, we actively promote employee retention within the community, ensuring the success of both our employees and our organization.

Moreover, Solful will offer competitive salaries and benefits in order to attract and retain the best talent within the community. By supporting our employees and promoting a strong company culture, we aim to establish Solful as a desirable employer within the City of Healdsburg.

Ultimately, Solful is dedicated to contributing to the growth and success of the community by providing job opportunities and supporting the local workforce. Our multifaceted approach, including partnerships with local organizations, participation in job fairs, utilization of platforms like the Healdsburg Tribune and Santa Rosa Junior College, and the involvement of our Customer Experience Manager, showcases our commitment to local outreach and benefits for the community workforce.

We are confident that our efforts will promote economic growth, and also establish lasting relationships within the community. Solful is truly proud to be a part of the City of Healdsburg and will continue to invest in the community’s success.

At Solful, we have designed codified curriculums that cover the quality, effects, and history of cannabis and cannabis products, aimed at empowering our employees to grow both personally and professionally.

By providing our team members with robust professional development opportunities, Solful ensures that our employees have the knowledge and skills needed to provide exceptional service to our customers. Our training programs help them become well-versed in the intricacies of cannabis, enabling them to provide accurate and valuable information to customers seeking education and guidance.

Moreover, our training initiatives benefit the community at large by fostering a highly knowledgeable workforce that can positively impact public perception and understanding of cannabis. By equipping our employees with a deep understanding of cannabis quality, effects, and historical background, we empower them to engage in meaningful conversations about the plant’s benefits and potential risks. This knowledge is instrumental in promoting cannabis education, eradicating stigma, and ultimately cultivating a more informed and accepting community.

Additionally, our professional development programs contribute to the economic growth of the area by fostering a skilled and competent workforce. As employees gain expertise and knowledge through our training, they become valuable assets not only to Solful but to the entire cannabis industry in Healdsburg.

This leads to elevated service standards, improved customer experiences, and increased patronage, ultimately benefiting the local economy.

SECTION F: COMMUNITY BENEFITS & EQUITY PLAN 3.1.e
Packet Pg. 140 Attachment: 465 Retail LLC - Solful Evaluation Criteria (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 85 SOLFUL - HEALDSBURG

5. Identify the total number of paid community service volunteer hours that will be provided, if any, to each employee per year.

At Solful, our commitment to supporting the community and protecting the environment has been apparent since our inception in 2017. Our volunteer initiative is focused to maximize our impact on the planet and the communities we serve. As part of our partnership with 1% for the Planet, which includes over 45 local Sonoma County nonprofits, Solful Healdsburg will offer its employees the opportunity to volunteer for up to 40 hours a year, earning a full wage for their time. This volunteer opportunity empowers our team members to be actively engaged in causes they are passionate about, creating realworld change in our community and the environment. Through this program we aim to achieve a yearly target of over 500 volunteer hours at our Healdsburg store.

One of our additional distinct initiatives that embodies this commitment to community involvement is our annual sponsored Earth Day park cleanups. At these events, our staff, customers, and management collaborate to preserve and beautify our local green spaces. In support of this cause, we offer our employees paid time to participate in these cleanups.

Employees who take part in all of our volunteer initiatives can meet or exceed 50 hours of paid volunteer time each year. These initiatives will make a noticeable impact once implemented within Healdsburg. 1% for the Planet - Local Non-Profits: https://directories.onepercentfortheplanet.org/?accountType=nonprofit&viewMode=list&location=sonoma%20county Solful’s Inner Sunset team raises customer service to a whole new level — by adding “community” to their service! We’re so happy to be partnering with them for our monthly Inner Sunset neighborhood cleanups. Together we think globally for our environment and act locally to keep our streets clean.

Couldn’t ask for a better partner than Solful in this endeavor.

Annie Tahtinen, Inner Sunset Cleanup Lead, RefuseRefuseSF SECTION F: COMMUNITY BENEFITS & EQUITY PLAN 3.1.e
Packet Pg. 141 Attachment: 465 Retail LLC - Solful Evaluation Criteria (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 86 SOLFUL - HEALDSBURG
Compassion Program
SB-34, also known as the Dennis Peron and Brownie Mary Act, plays a vital role in revitalizing compassion programs within the cannabis industry. This legislation enables cannabis businesses to provide tax-free cannabis to low-income medicinal patients. At Solful, we wholeheartedly embrace the reintroduction of compassion programs and the positive impact they have on the well-being of low-income patients who rely on medicinal cannabis for their health needs.

We actively participate in these programs, leveraging the provisions established by SB-34.

Solful’s ongoing compassion program includes a focus on veterans. We coordinate with our partner brands to provide free high quality cannabis products to veterans who are in need. The highlight of this program is the distribution of free medical cannabis products to qualifying veterans with proof of service, a valid government-issued ID, and a current California medical cannabis recommendation.

The provision of premium cannabis products offers a wide range of physical and mental health benefits to veterans. Medical cannabis has shown promising results in providing relief from ailments associated with military service.

The program further allows veterans to interact and connect with fellow veterans in a supportive and inclusive environment. By sharing stories and experiences, veterans can feel a sense of unity, companionship, and belonging. This emotional support is particularly crucial for veterans who may struggle with mental health issues, substance abuse, or social isolation.

The team at Solful have earned a reputation as not only responcible stewards of commerce, but moreover a for having a commitment to the community’s most vulnerable (particularly veterans) by leveraging their labor and resources to make a meaningful and measurable impact on our quality of life. Solful and their leadership team can be depended on to make an impressionable impact on the Healdsburg community.

Ryan Miller, Founder, Compassionate Veterans
SECTION F: COMMUNITY BENEFITS & EQUITY PLAN 3.1.e
Packet Pg. 142 Attachment: 465 Retail LLC - Solful Evaluation Criteria (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 87 SOLFUL - HEALDSBURG

6. Describe how the business will secure supplies and equipment from local sources.

At Solful, we are not just another retailer. We are a different breed altogether. We stand out from the crowd by sourcing our products from local craft producers. While many retailers prioritize cost-cutting and upselling for higher THC levels and indoor grown cannabis, we have a different focus. Our unwavering commitment is on partnering with small-batch, local producers and delivering products of unmatched quality.

Unlike most retailers who simply adhere to state-mandated testing requirements, we take it a step further.

Our product standards exceed the industry norms in all areas of quality. For example, despite state law allowing the use of flavoring agents in cannabis vape cartridges, Solful has never carried products containing those concentrated flavoring additives or other cutting agents. This is because we believe that the use of flavoring additives in cannabis vape cartridges can lead to negative health impacts, can compromise product quality, and that these products can be appealing to children. We leave no stone unturned in ensuring that our products undergo rigorous testing that goes beyond what is mandated.

We deploy a “farm-direct” approach to sourcing. By cutting out the middleman, we have the opportunity to make a significant positive impact on local farmers and our local Sonoma County and Emerald Triangle communities. Not only does this approach allow
us to establish direct relationships with small
local farmers, but it also enables us to pay them
significantly better than the market rate. In fact,
we often pay our farmers more than double the
typical wholesale rate.

Our farm partners believe in hands-on care,
regenerative, community-focused agriculture,
and obsessive attention to detail, which
contribute to the distinguishing tastes and aromas
of each unique batch. We form long-lasting
partnerships with farmers from Sonoma County,
Southern Humboldt, and Mendocino, enabling
us to offer a vast selection of locally grown,
sun-ripened cannabis flower. Our commitment
to local sourcing is also reflected in the other
products we sell at our store, including artisanal
SECTION F: COMMUNITY BENEFITS & EQUITY PLAN 3.1.e
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edibles, infused chocolates, gummies, and pre-rolls. We collaborate with local producers in Northern California, as we believe in fostering community partnerships and promoting accountability.

When it comes to sourcing non-cannabis supplies and equipment, we are meticulous and strategic in selecting the vendors we work with. Our ethical and sustainable sourcing practices go beyond the cannabis industry to encompass all our business practices, including non-cannabis supplies and equipment. We evaluate each vendor including on their commitment to environmentally-friendly and socially responsible practices, as well as their ability to meet our quality and safety standards. Whenever feasible, we prioritize sourcing from local vendors in Sonoma County, and our partnerships with local businesses have proven to be a source of mutual benefit.

Furthermore, as a responsible business, we adhere strictly to all the legal and regulatory requirements governing our activities. We maintain strict compliance with all relevant regulatory authorities, ensuring that all our products meet the highest safety and quality standards. Our operations team is highly trained and experienced in navigating the complex regulatory landscape that governs our industry. We continuously evaluate and improve our procedures and protocols to maintain compliance and remain proactive about the evolving regulatory requirements affecting our business practices.

Here are some of the specific practices we follow:

Strict Policy on Labeling: We maintain a strict policy and procedure ensuring that all our products are labeled with the correct information set forth by the DCC.

Comprehensive Record Keeping: We have strict policies in place regarding record keeping, including Metrc track and trace identification tags. Our commitment to compliance has been recognized by the DCC in their recent feedback on our Santa Rosa location: “This is the most organized and compliant back of house we have ever seen.”
Solful has had a partnership with our local print shop since 2016, in preparation to opening their doors in 2017, through today. Solful prioritizes partnering with local businesses, as they realize that solid, long-term, local relationships lead to the most successful businesses and the best experience for local consumers.

Solful staff and ownership have always been great to work with.

Todd Hudelson, President, Sprint Copy Center
SECTION F: COMMUNITY BENEFITS & EQUITY PLAN 3.1.e
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Adherence to Regulations: We ensure that our team follows strict adherence to DCC check-in regulations, as well as ID requirements for entering the dispensary.

Enhanced Security Measures: We apply tight security protocols to all our deliveries to ensure the safety of our team members, delivery drivers, and customers.

Managed Product Quality: We have strict protocols in place to destroy all goods whose tamper-proof seals are broken or damaged, and we ensure that all products are sold or destroyed by their best buy or expiration dates.

Marketing Conformance: We follow all guidelines set forth by the DCC pertaining to marketing the business on various social media platforms, as well as customer communication through text and email.

POS Limiting: We also ensure that our POS system is set up and cannot allow any customer to purchase over their daily limits for each category set forth by the DCC.

Inventory Management: We conduct a weekly inventory reconciliation and report any loss or theft, as per current guidelines.

In conclusion, Solful’s commitments to responsible sourcing practices, ethical principles, and strict compliance with regulatory requirements are non-negotiable. We are committed to building a sustainable, ethical, and accountable business that enriches the lives of our customers, supports the Healdsburg Community, and makes a positive impact on the environment.

Solful’s focus on environmental responsibility is very much in line with Little Saint’s mission and ethos and we believe that the addition of mindful businesses like Solful helps foster/support the town of Healdsburg’s Climate Mobilization Strategy and will have a positive impact on the community as a whole. Little Saint would be very pleased to welcome Solful as a neighbor and responsible contributor to the community of Healdsburg.

Jenny Hess, Executive Director, Little Saint
SECTION F: COMMUNITY BENEFITS & EQUITY PLAN 3.1.e
Packet Pg. 145 Attachment: 465 Retail LLC - Solful Evaluation Criteria (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 90 SOLFUL - HEALDSBURG
G. Proposed
Site Plan

1. Provide the following information about the existing site:

A. Physical address;
B. Narrative description of the existing site, including building(s), parking spaces, driveways, pedestrian sidewalks/rights-of-way,
C. Photographs of the existing property and building(s); i. Note: Photographs of building interior are not required.

D. Description of how the site is currently being used; E. Description of any businesses currently operating on the parcel (if any), and any parcels directly adjacent to the existing site.

Existing Site Description
The existing site at 465 Healdsburg Avenue, Healdsburg, CA 95448 offers a prime location for the proposed Solful Dispensary. Here is a comprehensive description of the site:

Address: 465 Healdsburg Avenue, Healdsburg, CA 95448
Parking: The rear of the building provides nine parking spaces, ensuring convenient access for customers and staff.

Pathway and Property Lines: A pathway connects the front of the building to the sidewalk along Healdsburg Avenue, enabling easy pedestrian access. The property line bifurcates the southern driveway, which serves as a mutual right of way shared with the adjacent parcel. Both properties have the privilege to use the driveway. On the western side, the property line extends beyond the parking spaces, defining the site boundary. To the north, the property line runs along the adjacent commercial property’s driveway, again with a secure right of way for traffic circulation.

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Packet Pg. 146 Attachment: 465 Retail LLC - Solful Evaluation Criteria (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 91 SOLFUL - HEALDSBURG
Current Use: Currently, the site is utilized by the owner, David Jones, for his business. Additionally, there are month-to-month leases in place for other office tenants. The site’s existing use showcases its suitability for diverse business activities.

Neighboring Parcels: Surrounding the site are several notable neighboring parcels. To the south lies the boutique retail store, Purls of Yarn, adding vibrancy to the commercial landscape. To the north stands West America Bank, a well-established financial institution. Lastly, to the northwest, you will find Sake ‘O sushi restaurant, offering a culinary experience in close proximity to the proposed Solful Dispensary.

SECTION G: PROPOSED SITE PLAN 3.1.e
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2. Provide the following information about the proposed site:

A. A site plan, drawn to scale, of the proposed business showing perimeter fencing, driveways, streets, property lines, buildings, parking areas, and outdoor areas.

B. A narrative description of proposed site improvements, including façade rehabilitation, building expansion, parking, landscaping, fencing, or other exterior site improvements; i. Note: Descriptions of interior site improvements are not a requirement of this section.

C. Visual depictions of the proposed exterior of the cannabis business.

Project Description
The proposed Solful Dispensary at 465 Healdsburg Avenue aims to enhance the existing space with minimal site improvements, focusing on creating a seamless and inclusive customer experience. The project includes landscaping upgrades, the addition of an ADA accessible ramp from the parking lot to the front of the store, and an ADA lift from the ground level to the entrance landing area.

The landscaping improvements will rejuvenate the outdoor surroundings, creating an inviting and aesthetically pleasing atmosphere for customers. This will include enhancing the greenery leveraging draught-tolerant and native plants, adding appropriate lighting fixtures, and ensuring a clean and wellmaintained exterior.

To ensure accessibility for all, an ADA accessible ramp will be installed, connecting the parking lot to the entrance of the store. This ramp will provide a convenient and inclusive pathway for individuals with mobility aids or disabilities, enabling them to easily access the dispensary.

Additionally, an ADA lift will be installed to facilitate smooth access from the ground level to the entrance landing area. This lift will further ensure that the Solful Dispensary is accessible to all customers, regardless of their mobility limitations.

SECTION G: PROPOSED SITE PLAN 3.1.e
Packet Pg. 150 Attachment: 465 Retail LLC - Solful Evaluation Criteria (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 95 SOLFUL - HEALDSBURG
Apart from these site improvements, the majority of the proposed modifications will focus on enhancing the aesthetics of the building. As depicted in the renderings, the exterior of the building will be painted to reflect the Solful brand and create a visually appealing storefront.

Internally, the interior will be modified to optimize the customer experience. These modifications may include layout adjustments, improving the flow of the space, and implementing design elements that promote a welcoming and comfortable environment for customers.

SECTION G: PROPOSED SITE PLAN 3.1.e
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SOLFUL - HEALDSBURG

3. Describe how the proposed modifications and utilization of the site for cannabis retail activity will impact the public health, safety, welfare, environmental quality, and/or quality of life in the surrounding area.

The proposed Solful Dispensary at 465 Healdsburg Avenue is consistent with the General Plan and Zoning for the area, aligning with Healdsburg’s vision of a vibrant and diverse commercial district. Here is a comprehensive impact description of the proposed modifications:

Mix of Retail: Incorporating a ground floor retail space at the proposed Solful Dispensary creates a mix of retail in the area, increasing the walkability of the district. This addition encourages foot traffic and enables patrons to visit multiple businesses in the immediate vicinity, further boosting economic activity in the area.

Increased Walkability: By replacing office uses with ground floor retail, the Solful Dispensary will generate a heightened appeal for walkability. This modification aligns with Healdsburg’s plan to cultivate a pedestrian-friendly environment, encouraging people to explore and enjoy the area.

Improved Safety and Security: The proposed project includes the addition of security cameras, which will enhance the safety of the area. The cameras will monitor the surroundings, providing an added layer of security for customers and staff. Additionally, the Solful Dispensary’s activities will increase the level of activity in the immediate vicinity, further improving the security of the area.

No Negative Environmental Impacts: The proposed modifications at the Solful Dispensary will not have any negative environmental impacts. In fact, the site improvements will enhance the aesthetics of the immediate surroundings, contributing positively to the visual landscape of Healdsburg Avenue.

SECTION G: PROPOSED SITE PLAN 3.1.e
Packet Pg. 156 Attachment: 465 Retail LLC - Solful Evaluation Criteria (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 101

SOLFUL - HEALDSBURG
Contact:

Eli Melrod | [email protected]
• Thank you

3.1.e
Packet Pg. 157 Attachment: 465 Retail LLC - Solful Evaluation Criteria (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 7/27/23, 10:53 AM Solful Mail - Fwd: bc-Healdsburg
https://mail.google.com/mail/u/0/?ik=b4b81ed6b2&view=pt&search=all&permmsgid=msg-f:1771333214842389903&simpl=msg-f:17713332148423899… 1/1 Nick Caston <[email protected]>
Fwd: bc-Healdsburg
Eli Melrod <[email protected]> Thu, Jul 13, 2023 at 12:02 PM To: Nick Caston <[email protected]>
Eli Melrod
CEO & Co-Founder
[email protected]
415.794.3363
www.solful.com
---------- Forwarded message ---------
From: cannabis backgroundcheck <[email protected]> Date: Thu, Jul 13, 2023 at 12:02 PM
Subject: bc-Healdsburg
To: <[email protected]>
Thank you for submitting your background check application:

Name: Eli James Melrod
Business Name: 465 Retail LLC
DBA: Solful

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Packet Pg. 158 Attachment: 465 Retail LLC - Solful Background Check Information (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 7/27/23, 10:51 AM Solful Mail - Fwd: bc-Healdsburg (Email Confirmation) https://mail.google.com/mail/u/0/?ik=b4b81ed6b2&view=pt&search=all&permthid=thread-f:1772532036720248520&simpl=msg-f:17725320367202485… 1/2 Nick Caston <[email protected]>
Fwd: bc-Healdsburg (Email Confirmation)
2 messages
Mercedes Clark <[email protected]> Wed, Jul 26, 2023 at 5:37 PM To: "[email protected]" <[email protected]>
Here you go!
Thank you for all you do. Can’t wait for the next steps! Best, Mercedes
---------- Forwarded message ---------
From: Kristi Lervold <[email protected]>
Date: Wed, Jul 26, 2023 at 4:18 PM
Subject: bc-Healdsburg (Email Confirmation)
To: [email protected] <[email protected]> Hi Ms. Clark,
Thank you for speaking with me this afternoon. The reason you did not receive the email confirmation was due to an error in the email address provided. Application stated [email protected], however the correct email address is [email protected].

This email will serve as confirmation of your background check application submittal on July 26, 2023.

Thank you for submitting your background check application:

Name: Mercedes Rose Clark
Business Name: 465 Retail LLC
DBA: Solful
Thank you.

Kristi Lervold | Administrative Assistant
Direct Line 714.676.4605 | Main Line 714.879.5000
Powerful Solutions, Proven Results

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Packet Pg. 159 Attachment: 465 Retail LLC - Solful Background Check Information (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 7/27/23, 10:52 AM Solful Mail - Fwd: bc-Healdsburg
https://mail.google.com/mail/u/0/?ik=b4b81ed6b2&view=pt&search=all&permmsgid=msg-f:1771883090313830643&simpl=msg-f:17718830903138306… 1/1 Nick Caston <[email protected]>
Fwd: bc-Healdsburg
Michael Jones <[email protected]> Wed, Jul 19, 2023 at 1:43 PM To: Nick Caston <[email protected]>
---------- Forwarded message ---------
From: cannabis backgroundcheck <[email protected]> Date: Mon, Jul 17, 2023 at 4:43 PM
Subject: bc-Healdsburg
To: <[email protected]>
Thank you for submitting your background check application:

Name: Michael Robert Jones
Business Name: 465 Retail LLC
DBA: Solful
--

MICHAEL JONES
Chief Retail Operations Officer
[email protected]
949.302.7633
https://solful.com

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Packet Pg. 160 Attachment: 465 Retail LLC - Solful Background Check Information (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 7/27/23, 10:50 AM Solful Mail - Fwd: bc-Healdsburg (Email Confirmation) https://mail.google.com/mail/u/0/?ik=b4b81ed6b2&view=pt&search=all&permthid=thread-f:1771966010400040664&simpl=msg-f:17719660104000406… 1/7 Nick Caston <[email protected]>
Fwd: bc-Healdsburg (Email Confirmation)
8 messages
Peter M. Dickstein <[email protected]> Thu, Jul 20, 2023 at 11:41 AM To: Eli Melrod <[email protected]>, Nick Caston <[email protected]> Fyi
Sent from my iPhone
Begin forwarded message:

From: Kristi Lervold <[email protected]>
Date: July 20, 2023 at 11:21:11 AM PDT
To: [email protected]
Subject: bc-Healdsburg (Email Confirmation)
Hi Mr. Dickstein,
Thank you for speaking with me this morning. This email will serve as confirmation of your background check application submittal on July 19, 2023.

Thank you for submitting your background check application:

Name: Pete Dickstein
Business Name: 465 Retail LLC
DBA: Solful
Thank you.

Kristi Lervold | Administrative Assistant
Direct Line 714.676.4605 | Main Line 714.879.5000
Powerful Solutions, Proven Results

3.1.f
Packet Pg. 161 Attachment: 465 Retail LLC - Solful Background Check Information (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 7/27/23, 10:53 AM Solful Mail - Fwd: bc-Healdsburg
https://mail.google.com/mail/u/0/?ik=b4b81ed6b2&view=pt&search=all&permmsgid=msg-f:1771348751502408653&dsqt=1&simpl=msg-f:1771348751… 1/1 Nick Caston <[email protected]>
Fwd: bc-Healdsburg
Rich McNally <[email protected]> Thu, Jul 13, 2023 at 4:09 PM To: Eli Melrod <[email protected]>, Nick Caston <[email protected]> Sent from my iPhone
Begin forwarded message:

From: cannabis backgroundcheck <[email protected]> Date: July 13, 2023 at 3:52:30 PM PDT
To: [email protected]
Subject: bc-Healdsburg
Reply-To: [email protected]
Thank you for submitting your background check application:

Name: Richard McNally
Business Name: 465 Retail LLC
DBA: Solful

3.1.f
Packet Pg. 162 Attachment: 465 Retail LLC - Solful Background Check Information (4237 : Public Hearing to Consider Retail Cannabis Business Applications) 7/27/23, 10:53 AM Solful Mail - Fwd: bc-Healdsburg
https://mail.google.com/mail/u/0/?ik=b4b81ed6b2&view=pt&search=all&permmsgid=msg-f:1771437008112740820&simpl=msg-f:1771437008112740820 1/1 Nick Caston <[email protected]>
Fwd: bc-Healdsburg
Theo Ubben <[email protected]> Fri, Jul 14, 2023 at 3:32 PM To: Eli Melrod <[email protected]>, "[email protected]" <[email protected]> Healdsburg Background Check Confirmation.
---------- Forwarded message ---------
From: cannabis backgroundcheck <[email protected]> Date: Fri, Jul 14, 2023 at 3:31 PM
Subject: bc-Healdsburg
To: <[email protected]>
Thank you for submitting your background check application:

Name: Theodore V Ubben
Business Name: 465 Retail LLC
DBA: Solful

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Packet Pg. 169 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 202358012518
Limited Liability Company Name
Limited Liability Company Name 465 Retail LLC
Initial Street Address of Principal Office of LLC
Principal Address 465 HEALDSBURG AVE
HEALDSBURG, CA 95448
Initial Mailing Address of LLC
Mailing Address 785 GRAVENSTEIN HWY S
SEBASTOPOL, CA 95472
Attention Eli Melrod
Agent for Service of Process
Agent Name Eli Melrod
Agent Address 465 RETAIL LLC
HEALDSBURG, CA 95448
Purpose Statement
The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act.

Management Structure
The LLC will be managed by One Manager
Additional information and signatures set forth on attached pages, if any, are incorporated herein by reference and made part of this filing.

Electronic Signature
By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by California law to sign.

Habib M. Bentaleb
Organizer Signature
07/05/2023
Date

STATE OF CALIFORNIA
Office of the Secretary of State

ARTICLES OF ORGANIZATION

CA LIMITED LIABILITY COMPANY
California Secretary of State
1500 11th Street
Sacramento, California 95814
(916) 653-3516
B1924-2174 07/05/2023 3:15 PM Received by California Secretary of State

For Office Use Only
-FILEDFile No.: 202358012518
Date Filed: 7/5/2023

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Packet Pg. 170 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 1 OPERATING AGREEMENT
FOR 465 RETAIL LLC

A CALIFORNIA LIMITED LIABILITY COMPANY
This Operating Agreement (the “Agreement”) of 465 Retail LLC (the “Company”), a California limited liability company, effective as of July 7, 2023, is entered into by and among the Company and the members of the Company listed on Exhibit A (each a “Member” and collectively the “Members”) on the terms and conditions set forth below.

WHEREAS, the Company was formed as a limited liability company on July 7, 2023, by the filing of the Company’s Articles of Organization with the California Secretary of State pursuant to and in accordance with the California Revised Uniform Limited Liability Company Act, as amended from time to time;
WHEREAS, the Members desire to enter into this Agreement in order to provide for the governance of the Company and the conduct of its business and to specify each Member’s relative rights and obligations. Any new Members that are admitted to the Company as Members will be bound by the terms and provisions contained herein.

NOW, THEREFORE, incorporating the foregoing recitals and in consideration of the mutual agreements contained herein, the Members hereto agree as follows:

ARTICLE l

DEFINITIONS
When used in this Agreement, the following terms shall have the meanings set forth below:

1.1 Act. Act shall mean the California Revised Uniform Limited Liability Company Act, codified in the California Corporations Code beginning at Section 17701.01 as that Code may be amended from time to time.

1.2 Agreement. Agreement shall mean this Operating Agreement.

1.3 Articles. Articles shall mean the Articles of Organization for the Company originally filed with the California Secretary of State and as amended from time to time.

1.4 Bankruptcy. Bankruptcy shall mean: (i) the filing of an application for a Member for, or its consent to, the appointment of a trustee, receiver, or custodian of its other assets; (ii) the entry of an order for relief with respect to a Member in proceedings under the United States Bankruptcy Code, as amended or superseded from time to time; (iii) the making by a Member of a general assignment for the benefit of creditors; (iv) the entry of an order, judgment, or decree by any court of competent jurisdiction appointing a trustee, receiver, or custodian of the assets of a Member unless the proceedings and the person appointed are dismissed within ninety (90) days; or (v) the failure by a Member generally to

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Packet Pg. 171 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 2 pay its debts as the debts become due within the meaning of Section 303(h)(l) of the United States Bankruptcy Code, as determined by the Bankruptcy Court, or the admission in writing of its inability to pay its debts as they become due.

1.5 Capital Account. Capital Account shall mean the account maintained for each Member in accordance with Article 3 of this Agreement.

1.6 Capital Contribution. Capital Contribution means with respect to any Member, the amount of money and the Gross Asset Value of any property (other than money) contributed to the Company by such Member.

1.7 Code. Code shall mean the Internal Revenue Code of 1986, as amended from time to time, the provisions of succeeding law, and to the extent applicable, the Regulations.

1.8 Company. Company shall mean 465 Retail LLC, a California limited liability company.

1.9 Company Property. Company Property shall refer to and may include:
common and preferred stock; notes, bonds and debentures; trust receipts and other obligations, instruments or evidences of indebtedness; chooses in action; investment contracts; interests in real property, whether improved or unimproved; interests in agreements relating to contracts of insurance; and interests in personal property of all kinds, tangible or intangible (including cash and bank deposits). Title to Company Property shall be held in the name of the Company or, in the discretion of the Manager, in such other manner as may be permitted by law (e.g., in the name of a nominee on behalf of the Company).

1.10 Corporations Code. Corporations Code shall mean the California Corporations Code, as amended from time to time, and the provisions of succeeding law.

1.11 Gross Asset Value. Gross Asset Value means, with respect to any item of Company Property, the item's adjusted basis for federal income tax purposes, except as follows:
(a) The initial Gross Asset Value of any item of property contributed by a Member to the Company shall be the fair market value of such property, as mutually agreed by the contributing Member and the Company;
(b) The Gross Asset Value of any item of Company Property distributed to any Member shall be the fair market value of such item of property on the date of distribution; and
(c) The Gross Asset Value of the Company Property shall be increased or decreased to reflect adjustments to the adjusted tax basis of such property under Code Section 732, Code Section 733 or Code Section 743, subject to the limitations imposed by Code Section 755 and Regulation Section l.704-l(b)(2)(iv)(m).

1.12 Manager(s). Manager(s) shall mean the Person or Persons either initially appointed or subsequently elected as provided herein to conduct the Company's day to day

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Packet Pg. 172 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 3 affairs. A Manager need not be a Member. Gravenstein 116 LLC is hereby appointed to serve as the initial Manager. One or more additional Managers may be selected in accordance with Section 5.4.

1.13 Member. Member shall mean each Person who (i) is an initial signatory to this Agreement or has been admitted to the Company as a Member in accordance with Article 4 of this Agreement or is a transferee who has become a Member in accordance with Article 7; and (ii) has not dissociated.

1.14 Membership Interest. Membership Interest means an interest in the Company owned by a Member, including such Member's right (based on the Unit or Units held by such Member), as applicable, to (a) such Member's Distributive share of Net Income, Net Losses, and other items of income, gain, loss, and deduction of the Company; (b) such Member's Distributive share of the assets of the Company; (c) vote on, consent to, or otherwise participate in any decision of the Members as provided in this Agreement; and (d) any and all other benefits to which such Member may be entitled as provided in this Agreement or the Act.

1.15 Net Profits and Net Losses. Net Profits and Net Losses means, for each fiscal year or other period, an amount equal to the Company's taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(l) shall be included in taxable income or loss), with the following adjustments:
(a) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing profits or losses pursuant to this section shall be added to such taxable income or loss;
(b) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section l.704- l(b)(2)(iv)(i) and not otherwise taken into account in computing profits or losses pursuant to this section, shall be subtracted from taxable income or loss;
(c) Gain or loss resulting from any disposition of Company assets with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the fair market value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its fair market value;
(d) In lieu of the depreciation, amortization, and other cost recovery deduction taken into account in computing such taxable income or loss, there shall be taken into account depreciation for such fiscal year or other period, computed in accordance with subsection (c) hereof; and
(e) Notwithstanding any other provisions of this section, any items which are specially allocated pursuant to this Agreement shall not be taken into account in

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Packet Pg. 173 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 4 computing profits or losses.

1.16 Person. Person shall mean an individual, general partnership, limited partnership, limited liability company, corporation, trust, estate, real estate investment trust, association or any other entity.

1.17 Regulations. Regulations shall, unless the context clearly indicates otherwise, mean the regulations currently in force as final or temporary that have been issued by the U.S.

Department of Treasury pursuant to its authority under the Code.

1.18 Tax Representative. Tax Representative means a Member appointed in accordance with Article 4 of the Agreement who has all of the powers of a "partnership representative" under Section 6223 as enacted and amended by the Bipartisan Budget Act of 2015. Such powers include, but are not limited to, representing the Company before the Internal Revenue Service, making relevant elections, and binding Members to all final determinations by the Internal Revenue Service. The Tax Representative has authority over California income and franchise tax matters.

1.19 Transferable Interest. Transferable Interest shall mean the right, as originally associated with a Person's capacity as a Member, to receive distributions from the Company in accordance with this Agreement and the Act, whether or not the Person remains a Member or continues to own any part of the right.

1.20 Transferable Interest Owner. Transferable Interest Owner shall mean the owner of a Transferable Interest who is not a Member.

1.21 Transferee. Transferee shall mean a Person to which all or part of a Transferable Interest has been transferred, whether or not the transferor is a Member.

1.22 Units. Units means the Units having the privileges, preference, duties, liabilities, obligations, and rights specified with respect to the Company Units in this Agreement.

ARTICLE 2

ORGANIZATIONAL MATTERS

2.1 Formation. Pursuant to the Act, the Members have formed a California limited liability company under the Act. The Manager has caused the Articles to be filed with the Secretary of State. The rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2 Name. The name of the Company is 465 Retail LLC.

2.3 Term. The term of the Company commenced upon the filing of the Articles and shall continue in existence perpetually, unless terminated sooner under the Act or as provided herein.

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Packet Pg. 174 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 5 2.4 Principal Place of Business. The principal place of business of the Company shall be located at 465 Healdsburg Avenue, Healdsburg, California 95448, or at such other place as the Manager shall determine.

2.5 Purpose of Company. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

ARTICLE 3

CAPITAL CONTRIBUTIONS AND UNITS

3.1 Initial Capital Contributions. The initial Capital Contributions of the Members with values as agreed to by the Members are set forth on Schedule A.

3.2 Capital Accounts. A Capital Account shall be maintained for each Member in accordance with the capital accounting rules under Regulation Section l.704-l(b)(2)(iv).

Except as otherwise provided in Regulation Section l.704-l(b)(2)(iv), each Member’s Capital Account will be determined under the following provisions:
(a) Increases to Capital. Each Member's Capital Account shall be increased by: (i) such Member's Capital Contributions; (ii) such Member's distributive share of Net Profit; (iii) any items in the nature of income or gain that are specially allocated pursuant to this Agreement; and (iv) the amount of any liabilities that are assumed by such Member or that are secured by any Company Property distributed to such Member.
(b) Decreases to Capital. Each Member's Capital Account shall be decreased by: (i) the amount of cash and the fair market value of any Company Property distributed to such Member pursuant to any provision of this Agreement; (ii) such Member's distributive share of Net Losses; (iii) any items in the nature of expenses or losses that are specially allocated pursuant to this Agreement; and (iv) the amount of any liabilities of such Member that are assumed by the Company or that are secured by any property contributed by such Member to the Company. (c) Successors. In the event any interest in the Company is transferred in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest; provided, however, that if a Member transfers a portion of such Member's Membership Interests and retains a portion, the Capital Account attributable to the Membership Interest of such Member shall be allocated between the Membership Interest transferred and the Membership Interest retained in pro rata proportions; and (d) Adjustments. The Manager shall adjust the amounts increased or decreased to Capital Accounts with respect to (i) any property contributed to the Company or distributed to the Members; and (ii) any liabilities that are secured by such contributed or distributed property or that are assumed by the Company or

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Packet Pg. 175 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 6 Members, in the event the Manager shall determine such adjustments are necessary or appropriate pursuant to Regulations Section l.704-l(b)(2)(iv).

The foregoing provisions and any other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section I. 704- 1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Manager shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto are computed in order to comply with such Regulations, the Manager may make such modification, provided that it is not likely to have a material effect on the amounts distributable to a Member pursuant to this Agreement upon dissolution of the Company. The Manager shall make any appropriate modifications in the event unanticipated events might otherwise cause this agreement not to comply with Regulations Section 1.704-l(b) with respect to any Member, the Capital Account of which the Company establishes and maintains for such Member pursuant to this Article 3.

3.3 Withdrawal of Capital after Commencement of Company. No Member shall be entitled to withdraw any part of such Member's Capital Account or to receive any distributions from the Company, except as specifically provided in this Agreement. No Member shall have the right to receive property other than cash in return for such Member's Capital Contribution. No Member shall be entitled to receive interest with respect to such Member's Capital Contribution.

3.4 Assessments or Additional Contributions. The Company, acting by its Manager then serving, will have the authority to "call" on the Members to contribute additional capital when: (i) additional capital is reasonably needed to pay existing or anticipated expenses of operation and administration, debt service for any amounts borrowed by the Company, insurance and tax payments, the cost of acquiring, maintaining and selling Company Property; and (ii) the calls for capital are not discriminatory; that is, all Members are required to contribute capital to the extent of each Member's Membership Interest. A required contribution of capital must be made within sixty (60) days from the date the call is made. If a Member cannot, or does not, contribute capital in an amount equal to such Member's Membership Interest, other Members may pay the deficiency as an additional Capital Contribution. In each such case, the Company, acting by and through its Manager then serving, will have the authority to reallocate the Membership Interests of all Members, decreasing the Membership Interest of those who did not make a full contribution and increasing the Membership Interest of those who did make a full contribution. The reallocation of Membership Interests is to be determined by dividing the balance of each Member's Capital Account by the total of all of the Capital Accounts of all Members.

3.5 Admission of Additional Members and Additional Capital Contributions.

Upon the admission of additional Members in accordance with the terms and provisions of this Agreement, the Manager may accept additional Capital Contributions from such Members and the Agreement shall be amended to set forth the Membership Interests of such additional Members. The Membership Interests allocable to the additional Members shall be that proportion which the net fair market value (as determined by the Manager) of the assets contributed by the additional Members bears to the total net fair market value (as determined by the Manager) of all of the assets of the Company, including such

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Packet Pg. 176 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 7 contributions, at the date of contribution.

3.6 Units. The Membership Interests of the Members shall be represented by issued and outstanding Units, which may be divided into one or more types, classes, or series. Each type, class or series of Units shall have the privileges, preference, duties, liabilities, obligations, and rights, including voting rights, if any, set forth in this Agreement with respect to such type, class, or series. The Manager shall maintain a schedule of all Members, their respective mailing addresses, and the amount of Units held by them (the "Members Schedule") and shall update the Members Schedule upon the issuance or Transfer of any Units to any new or existing Member.

3.7 Authorization and Issuance of Units. The Company is hereby authorized to issue up to two hundred thousand (200,000) Units. As of the date hereof, one hundred thousand (100,000) Common Units are issued and outstanding in the amounts set forth on the Members Schedule opposite each Member's name.

ARTICLE 4

MEMBERS

4.1 Voting and Control. Except as otherwise provided in this Agreement, no Member, acting solely in the capacity as a Member, shall participate in the control, conduct or operation of the Company and no Member shall have the right or authority to act for or bind the Company.

4.2 Voting Rights. The Members shall have the right to vote only upon the following matters affecting the Company:
(a) Admission of additional Members;
(b) Removal and appointment of Manager(s);
(c) Limitations on the Manager’s authority;
(d) Selection of the Tax Representative;
(e) All actions of a Tax Representative;
(f) Dissolution of the Company; and
(g) Amendment of this Agreement or the Articles.

Except as otherwise specifically provided in this Agreement or the Articles, all of such matters shall require the vote or written consent of a majority of the Company’s Units held by the Members. All actions of the Tax Representative require a vote of fifty-one percent (51%) of the Company’s Unit holders. In the event of a failure to reach a vote of fifty-one percent (51%) in interest of the Company’s Unit holders, the Tax Representative

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Packet Pg. 177 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 8 is authorized: (i) to act in its discretion in order to meet all deadlines and filing obligations imposed by the Internal Revenue Service; and (ii) to act in such a manner that it believes will minimize the overall tax liability of the Members.

The Members shall have the foregoing right to vote only if the grant or exercise of said voting right will not adversely affect the classification of the Company as a partnership for federal or state income tax purposes or the limited liability of the Member.

4.3 Limited Liability. Except as required under the Act or as expressly set forth in this Agreement, no Member shall be personally liable for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise.

4.4 Admission of Additional Members. One or more additional Members may be admitted to the Company upon the occurrence of all the following:
(a) The vote or written consent of a majority of the Company’s Units held by the Members;
(b) The contribution of such additional Member's Capital Contribution as provided in Article 3;
(c) The execution by such additional Member and the Manager of a joinder agreement accepting and adopting the terms and provisions of this Agreement and the Articles, in a form substantially as provided in Exhibit B; and (d) The payment by such additional Member of any reasonable expenses, as determined by the Manager, associated with such additional Member's admission to the Company.

4.5 Dissociations, Withdrawals or Resignations. No Member may dissociate, withdraw or resign from the Company without the written consent of a majority of the Company’s Units held by the Members. Upon the dissociation, withdrawal or resignation of a Member in violation of this Agreement, the Membership Interest of such Member shall be terminated and such Membership Interest may be purchased by the Company or remaining Members as provided in Section 7.4. A Person who wrongfully dissociates is liable to the Company and to the other Members for any damages caused by the dissociation. The liability is in addition to any other debt, obligation, or other liability of the Person to the Company or the other Members.

4.6 Expulsion. No Manager, Member or group of Members has the right or power to expel any Member, except that a Person may be expelled as a Member and thereby dissociated by the unanimous consent of the other Members if and only if any of the following applies:
(a) It is unlawful to carry on the activities of the Company with the Person as a Member; or

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Packet Pg. 178 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 9 (b) On application by the Company, the Person is expelled as a Member because the Person has done any of the following:
(i) Engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the activities of the Company;
(ii) Willfully or persistently committed, or is willfully and persistently committing, a material breach of this Agreement or the Person's duties or obligations to the Company; or
(iii) Engaged, or is engaging, in conduct relating to the activities of the Company that makes it not reasonably practicable to carry on those activities with the Person as a Member.

4.7 Dissociation.
(a) Effect of Dissociation. When a Person is dissociated as a Member (by expulsion or otherwise), all of the following apply:
(i) The Person's right to participate as a Member in the management and conduct of the activities of the Company terminates; and (ii) Any Membership Interest owned by the Person immediately before dissociation in the Person's capacity as a Member is owned by the Person after the dissociation solely in the capacity of a Transferable Interest Owner who is not a Member.
(b) No Discharge of Liabilities. A Person's dissociation as a Member does not of itself discharge the Person from any debt, obligation, or other liability to the Company or to the other Members that the person incurred while a Member. (c) Not Entitled to Distribution. A Person's dissociation does not entitle the Person to a distribution.
(d) Right as a Transferable Interest Owner. Beginning on the date of dissociation, the dissociated Person shall have only the right of a Transferable Interest Owner who is not a Member with respect to that Person's Transferable Interest, and then only with respect to distributions, if any, to which such a Transferable Interest Holder is entitled under this Agreement.
(e) Dissociation in Violation. If the dissociation is in violation of this Agreement, the Company shall have the right to offset any damages for the breach of this Agreement from the amounts, if any, otherwise distributable to the dissociated Person with respect to that Person's Transferable Interest.

4.8 Transactions with the Company. A Member may, with the consent of the

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Packet Pg. 179 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 10 Manager, lend money to and transact other business with the Company on such terms as the Member and the Manager may agree, and such loans shall be segregated in the loans payable account.

4.9 Duty ofGoodFaith andFair Dealing. A Member shall discharge the duties to the Company and the other Members under the Act or under this Agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

4.10 Power of Attorney. Each Member, in accepting this Agreement, makes, constitutes and appoints the Manager, with full power of substitution, as such Member's attorney-in-fact and personal representative to sign, execute, certify, acknowledge, file and record all appropriate instruments amending this Agreement and the Articles on behalf of the Member. In particular, the Manager as attorney-in-fact may sign, acknowledge, certify, file and record on the behalf of each Member such instruments, agreements, and documents which: (i) reflect the exercise by the Manager of any of the powers granted to a Manager under this Agreement; (ii) reflect any amendments relating to this Agreement; (iii) reflect the admission or dissociation of a Member; and (iv) may otherwise be required of the Company or a Member by the laws of the State of California, federal law, or the laws of any other applicable jurisdiction. The power of attorney herein given by each Member is a durable power and will survive the disability or incapacity of the principal.

4.11 Meetings of Members.
(a) Voting Rights. The Members shall have the right to vote on the matters explicitly set forth in this Agreement; provided, however, the right to vote on matters granted by this Agreement is in lieu of the provisions of Corporations Code Section 17704.07(c)(4), and the Members shall not be entitled to vote on any other matter, nor shall the consent of the Members be required for any other decision or action except as expressly granted by the Agreement or except as required by law. On all matters on which all Members may vote, each Member shall have a vote equal to his or her percentage interest in the Company. (b) Date, Time and Place of Meetings of Members; Secretary. Meetings of Members may be held at such date, time and place within the State of California as the Manager may fix from time to time. At any Members' meeting, the Manager shall preside at the meeting and any person may be appointed to act as secretary of the meeting. The secretary of the meeting shall prepare minutes of the meeting, which shall be placed in the minute books of the Company.
(c) Power to Call Meetings. Unless otherwise prescribed by the Act or by the Articles, meetings of the Members may be called by the Manager, or upon written demand of a majority of the Company’s Units held by the Members. (d) Notice of Meeting. Written notice of a meeting of Members shall be sent or otherwise given to each Member in accordance with Section 4.11(e) not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and the general nature of the business to be transacted.

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Packet Pg. 180 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 11 (e) Manner of Giving Notice. Notice of any meeting of Members shall be given either personally or by first-class mail or facsimile or other written communication, charges prepaid, addressed to the Member at the address of that Member appearing on the books of the Company or given by the Member to the Company for the purpose of notice.

Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by facsimile or other means of written communication. (t) Quorum. The presence in person or by proxy of a majority of the Company’s Units held by the Members shall constitute a quorum at a meeting of Members.

The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the loss of a quorum, if any action taken after loss of a quorum (other than adjournment) is thereafter approved by all Members.
(g) Adjourned Meeting. Any Members' meeting, whether or not a quorum is present, may be adjourned from time to time.
(h) Waiver of Notice or Consent. The actions taken at any meeting of Members, however called and noticed, and wherever held, have the same validity as if taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the Members entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or consents to the holding of the meeting or approves the minutes of the meeting. All such waivers, consents or approvals shall be filed with the Company records or made a part of the minutes of the meeting.
(i) Action by Written Consent Without a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting, if a consent in writing setting forth the action so taken is signed and delivered to the Company within sixty (60) days of the record date for that action by the Members. (j) Telephonic Participation by Member at Meetings. Members may participate in any Members' meeting through the use of any means of conference telephone, video conference, or similar communications equipment, as long as all Members participating can hear one another. A Member so participating is deemed to be present in person at the meeting.

ARTICLE 5

MANAGEMENT

5.1 Management of the Company by the Manager. The Company shall be manager-managed and shall be managed exclusively by the Manager and not by all of the Members. The management and conduct of the Company is vested in the Manager.

Gravenstein 116 LLC shall serve as the initial Manager of the Company. Except as otherwise specifically provided in this Agreement, the Manager, on behalf of and for the account of the Company, shall have full authority and discretion with respect to, and shall

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Packet Pg. 181 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 12 be responsible for, the management and conduct of the business of the Company, and shall act for the Company in all matters and shall make all decisions affecting the day-to-day business of the Company. Except as otherwise expressly provided in the Articles of Organization, this Agreement or the Act, any matter relating to the activities of the Company is decided exclusively by the Manager. The Manager shall be required to devote such time and attention as the Manager determines, in the Manager’s sole discretion, to be necessary to the conduct of the day-to-day business of the Company. (a) Enumerated Powers. Subject to Section 5.3 below, the Manager, in addition to the general powers herein conferred, shall be authorized on behalf of the Company to:
(i) Change the name and principal place of business of the Company;
(ii) Acquire, hold, improve, maintain, encumber, exchange, lease, sell and otherwise deal with the assets of the Company; (iii) Borrow money or loan money upon such terms and
conditions as the Manager deems to be appropriate and reasonable, including loans which are approved by the Manager for the payment of premiums upon policies of life insurance insuring the life of a Member and secured by such policies;
(iv) Acquire and enter into any contract of insurance which the Manager deems necessary and proper for the protection of the Company, for the conservation of its assets, or for any purpose convenient or beneficial to the Company;
(v) Compromise, arbitrate, or otherwise adjust claims in favor of or against the Company, and commence or defend litigation with respect to the Company or any assets of the Company, as the Manager may deem advisable, all or any of the above matters being at the expense of the Company;
(vi) Execute, acknowledge and deliver any and all instruments to effectuate any power of the Manager;
(vii) Open accounts and deposit funds in the name of the Company in banks or savings and loan associations; and make interim investments in a money market account and/or such debt securities as would not bring the Company within the scope of the Investment Company Act of 1940; (viii) Adopt the cash method of accounting, or subsequently change the accounting method or methods to be used by the Company, with such Internal Revenue Service approval as may be required;
(ix) Employ agents on behalf of the Manager or Company,

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Packet Pg. 182 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 13 specifically including, but not limited to, accountants, attorneys, investment advisors and real estate professionals, and to pay such agents such amounts as the Manager may deem reasonable and appropriate. The Manager shall have the right to authorize such agents (and to execute, if necessary, powers of attorney authorizing such agents acting pursuant to and in compliance with instructions of the Manager) to: (i) pledge, hypothecate and rehypothecate any Company Property as collateral for loans made to the Company; (ii) sign, endorse, negotiate, and transfer any note, check, draft or other instrument of the Company; (iii) do all acts necessary to effect the purchase, sale or transfer of Company Property pursuant to and in compliance with instructions of the Manager; and (iv) take any other action on behalf of the Manager or the Company herein authorized to be taken by the Manager;
(x) Sell or otherwise dispose of all, or substantially all, of the property of the Company, with or without the goodwill, outside the ordinary course of the activities of the Company;
(xi) Approve a merger of the Company with another entity or the conversion of the Company to another type of entity; and (xii) Undertake any other act outside the ordinary course of the activities of the Company.
(b) Third Parties. No person dealing with the Manager or with any employee or agent authorized by the Manager shall be required to determine the authority of such employee, agent, or Manager to act on behalf of the Company, or to determine any facts or circumstances bearing on the existence of such authority. (c) Limitation. Notwithstanding the foregoing or anything to the contrary stated herein, in no event shall any authority for the administration of any insurance policy be delegated to any Member or other person whose life is insured by such life insurance.

5.2 Multiple Managers. If at any time there is more than one Manager, the powers and duties of the Managers may be divided among them or shared between them, as they may agree from time to time. Notwithstanding the foregoing, the Managers must consult and agree with each other prior to taking any action on behalf of the Company although each Manager shall have the authority to act individually.

5.3 Powers of Manager. The Manager shall have the authority to cause the Company to engage in all transactions necessary for the consistent operations of the Company, in the Manager’s discretion, without first obtaining the vote or written consent of the Members.

5.4 Resignation or Removal; Appointment.
(a) Resignation. A Manager may resign at any time by giving written

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Packet Pg. 183 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 14 notice to the Members. The resignation of a Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice; and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective.

If the resigning Manager is also a Member, such resignation shall not affect the resigning Manager's rights as a Member and shall not constitute a dissociation of such Member. Upon a Member's ceasing to be a Manager for any reason, that Member is excused from performing services, and ceasing to be a Manager for any reason will have no effect, of itself, on a Member's share of capital, profits, losses, or distributions. The cost of hiring another Person, if needed, to provide services that were to have been provided by the deceased, disabled, or former Manager will be borne by the Company. The provisions of this subsection supersede the provisions of Corporations Code Section 17704.03(a). (b) Removal. A Manager may be removed at any time upon the vote or written consent of a majority of the Company’s Units held by the Members. (c) Appointment. One or more additional or successor Managers may be appointed upon the vote or written consent of a majority of the Company’s Units held by the Members. Each Manager shall serve at the pleasure of the Members, subject to the rights, if any, of the Manager under any contract of employment. The Manager need not be a Transferable Interest Owner or a natural person.

5.5 Guaranteed Payments. The Company may, by a vote of a majority of the Company’s Units held by the Members, make guaranteed payments to the Manager pursuant to this section. The Manager and any of its affiliates shall be entitled to reimbursement by the Company for all expenses incurred by them in connection with the day-to-day business of the Company, or repayment of loans Manager has made to the Company.

5.6 Loans to Company. The Manager may, but is not obligated to, make other loans or advances to the Company when funds are needed by the Company, at rates and terms not to exceed those generally prevalent at the time for similar loans.

5.7 Duties of the Manager. Each Manager owes fiduciary duties to conduct the affairs of the Company in the best interests of the Company and of the Members, including the safekeeping and use of all of the assets of the Company and the use of those assets for the exclusive benefit of the Company. The fiduciary duties a Manager owes to the Company and to the Members are the duty of loyalty and the duty of care set forth below. (a) Duty of Loyalty. A Manager's duty of loyalty to the Company and the Members includes all of the following:
(i) To account to the Company and to hold as trustee for it any property, profit, or benefit derived by the Manager in the conduct and winding up of the Company's business or derived from a use by the Manager of assets or information belonging to the Company;
(ii) To refrain from dealing with the Company in the conduct or winding up of the Company's business as or on behalf of a party having an

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Packet Pg. 184 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 15 interest adverse to the Company; and
(iii) To refrain from competing with the Company in the conduct of the Company's business before the dissolution of the Company. (b) Authorization or Ratification. After full disclosure to all Members of all material facts, a majority of the Company’s Units held by the Members may authorize or ratify a specific act, transaction or omission by a Manager if that act, transaction or omission might otherwise violate the Manager's duty of loyalty. Any act, transaction or omission so authorized or ratified shall not be a breach of the Manager's duty of loyalty.
(c) Duty of Care. A Manager's duty of care to the Company and the Members in the conduct and winding up of the business of the Company is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) Good Faith and Fair Dealing. A Manager shall discharge the duties to the Company and the Members under the Act or under this Agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (e) No Violation. A Manager does not violate a duty or obligation under the Act or under this Agreement merely because the Manager's conduct furthers the Manager's own interest.

5.8 Limitation of Manager's Liability. The Manager shall not be liable to the Company or any Member for any action taken, or for failure to act on behalf of the Company (even if such action or failure to act constitutes simple negligence), unless such act or omission was fraudulent, in bad faith, or constitutes gross negligence.

5.9 Limitation on Successor Manager's Liability. Insofar as state law permits, a Manager who succeeds another will be responsible only for the property and records delivered by or otherwise acquired from the preceding Manager(s), and may accept as correct the Company records and the accounting of the preceding Manager(s) without duty to audit the records or accounting or to inquire further into the administration of the predecessor and without liability for a predecessor's errors and omissions.

5.10 Indemnity. The Company shall indemnify the Manager from any liability or damage; shall defend, save harmless, and pay all judgments against the Manager incurred by reason of any act or omission or alleged act or omission in connection with the business of the Company (including attorneys' fees incurred in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred); and shall indemnify the Manager for such liabilities under Federal and State Securities Laws (including the Securities Act of 1933) as the law permits. All judgments against the Company or the Manager or any employees or agents of the Manager, wherein the Manager or the employees or agents of the Manager are entitled to indemnification, must first be satisfied from Company assets before the Manager or the employees or agents of the

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Packet Pg. 185 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 16 Manager are responsible for these obligations.

5.11 No Indemnity. Notwithstanding the foregoing provision of Section 5.10, a Manager shall not be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence, including:
(a) A breach of the Manager's duty of loyalty;
(b) A financial benefit received by a Manager to which the Manager is not entitled;
(c) A Manager's personal liability to the Company for the amount of a distribution that exceeded the amount that could have been distributed without violating Section 17704.05 of the Corporations Code; or (d) Intentional infliction of harm on the Company or a Member.

ARTICLE 6

ALLOCATIONS OF NET PROFIT AND NET LOSSES

6.1 Allocation.
(a) Allocations of Net Profit. Net Profit from operations for each fiscal year shall be allocated among the Members and Transferable Interest Owners in proportion to their Transferable Interests.
(b) Allocation of Net Losses. Net Losses from operations for each fiscal year shall be allocated among the Members and Transferable Interest Owners in proportion to their Transferable Interests.
(c) Limitation on Allocation of Net Losses. Notwithstanding the above, no allocation of Net Losses shall be made to a Member or Transferable Interest Owner to the extent that such allocation would create or increase a negative balance in that Member's or Transferable Interest Owner's Capital Account except such Net Losses as may be allocable to non-recourse debt of the Company. (d) Retroactive Allocations Not Permitted. The Net Profit, Net Losses, and credits of the Company are allocable to a Member or Transferable Interest Owner only if they are paid or incurred by the Company during the portion of the year that such Member or Transferable Interest Owner owns a Transferable Interest in the Company. As between a Member and that Member's Transferee, the Manager may, in its discretion, allocate all Company Net Adjusted and Net Loss between such Member and its Transferee ratably on a daily basis.

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Packet Pg. 186 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 17 6.2 Allocation of Taxable Gain from Sale of Company Property. Taxable gain from the sale or exchange of any of the Company's property (and income attributable to cancellation of indebtedness secured by Company property, which shall be treated as gain from the sale or exchange of Company property) shall be allocated by the Manager in accordance with the applicable Code and the Regulations thereunder. Any elections or other decisions relating to such allocation shall be made by the Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this section are solely for the purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member's or Transferable Interest Owner's Capital Account or share of Net Income, Net Losses, or other items or distributions pursuant to any provision of this Agreement.

6.3 Allocation of the Net Profit and Losses and Distributions in Respect of a Transferred Interest. If any Membership Interest is transferred, or is increased or decreased by reason of the admission of a new Member or otherwise, during any fiscal year of the Company, each item of Net Profit, Net Loss, gain, deduction, or credit of the Company for such fiscal year shall be assigned pro rata to each day in the fiscal year to which such item is attributable (i.e., the day on or during which it is accrued or otherwise incurred) and the amount of each such item so assigned to any such day shall be allocated to the Member based upon its respective Membership Interest at the close of such day.

6.4 Distributions and Preferred Payments.
(a) Except as required under Section 6.4(b) and 6.4(c), the Company shall make distributions from time to time to the Members and Transferable Interest Owners in accordance with their Transferable Interests as provided in this Section

6.4. Amounts shall be distributed that, in the Manager’s good faith determination through the exercise of bona fide business judgment, are not required for expenses or reasonable reserves, taking into account any foreseeable future investment opportunities. In the event of a non-pro-rata distribution, the Capital Account of the Member or Transferable Interest Owner receiving the non pro rata distribution shall be adjusted in accordance with Section 3.2. Notwithstanding any provision in this Agreement to the contrary, the Members may only determine to make or withhold a distribution if such determination is made in good faith in the exercise of a bona fide business judgment and is not made arbitrarily or in violation of Section 17704.05 of the Corporations Code. Except as otherwise provided in this Section 6.4, the Members shall make no distributions of cash or other property until the dissolution of the Company as provided under Article 8.
(b) The Company shall make distributions of Net Profit to the Members in the following priority order:
i. On a quarterly basis, cash distributions to Members in an amount of no more than fifty percent (50%) of Net Profit for personal federal and state income taxes.
ii. On a quarterly basis as determined by the Manager, if the Company maintains excess Net Profit after making all Manager guaranteed

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Packet Pg. 187 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 18 payments as set forth at Section 5.5 and all distributions in accordance with Sections 6.4(b)(i)-(ii), prior to making any Member distributions, Company shall use 50% of that remaining balance to repay any loans until the Company has fully repaid those loans in full.
iii. After satisfaction of Sections 6.4(b)(i)-(iii), on a quarterly basis as determined by the Manager, each Member is entitled to receive cash distributions pro-rata based on the number of Units they hold from no more than 50% of the remaining excess Net Profit.

ARTICLE 7

RESTRICTIONS ON TRANSFER OF MEMBERSHIP INTERESTS

7.1 Restrictions on Transfer of Interests. No Member shall be entitled to transfer, sell, assign, encumber or in any way alienate all or any part of a Membership Interest, except with the prior written consent of a majority of the Company’s Units held by the Members.

7.2 Permitted Transfer of Membership Interests. Notwithstanding Section 7.1, a Member may transfer all or any part of a Membership Interest, outright or in trust, by intervivos or testamentary gift, to any of the following permitted transferees:
(a) The Company or any other Member;
(b) The trustees of a trust that the transferring Member may revoke or of which said Member is a lifetime beneficiary; or
(c) The transferring Member's spouse, children, parent or sibling.

7.3 Death of a Member. If a Member, or a beneficiary of a trust which is a Member, dies, and as a result a Membership Interest would pass to any permissive transferee (or a trust for that transferee's benefit) described in Section 7.2, then said Membership Interest shall be transferred to said transferee or trustee; provided, however, if such Membership Interest would not pass to a permissive transferee (or a trust for the transferee's benefit) described in Section 7.2, the other Members shall then have the right to purchase the Membership Interest as provided in Section 7.4 below. If the deceased Member's Membership Interest is not passed to a permissive transferee and is not purchased by the other Members, the deceased Member's personal representative or other legal representative may exercise the rights of a Transferee and, for the purpose of settling the estate, the rights of a current Member. A deceased Member's estate may not, however, become a substitute Member except as provided in Section 4.4.

7.4 Option to Purchase. If a Member transfers a Membership Interest in violation of this Agreement, becomes bankrupt, files a petition for bankruptcy, dissociates as a Member, or if the marriage of a Member is dissolved and a Membership Interest is not awarded to the Member, the other Members (the "Remaining Members") shall have the right

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Packet Pg. 188 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 19 to purchase the Membership Interest. If the Remaining Members elect to purchase the Membership Interest of such Member or such Member's successors in interest (the "Selling Member"), the Remaining Members shall purchase, and the Selling Member shall sell the Membership Interest as provided in this Section 7.4. If more than one Remaining Member elects to make the purchase, the Selling Member shall sell the Selling Member's Membership Interest to the Remaining Members who elect to purchase the Selling Member's Membership Interest in the proportion in which the Membership Interest of each such electing Remaining Member bears to the total interests of all Remaining Members who elect to purchase. (a) Purchase Price. The purchase price for the Selling Member's Membership Interest shall be the fair market value of the Membership Interest considering the value of the assets, the liabilities and income of the Company, the marketability of the Membership Interest. For avoidance of doubt, the fair market value of the Membership Interest shall be reduced by the full amount of any Company debt outstanding at the time of the transfer. If the Company or Remaining Members and the Selling Member are unable to agree upon the fair market value of the Membership Interest, the Manager shall select a qualified independent appraiser who shall determine the fair market value of the Membership Interest. The cost of the independent appraiser shall be borne by the Selling Member. If the Company or Remaining Members disagree with the appraisal and the Remaining Members are unwilling to purchase the Selling Member's Membership Interest, Selling Member may market and/or transfer its Membership Interest to independent third parties in accordance with this Agreement, including the Remaining Members' Right of First Refusal as set forth at Section 7.6.
(b) Notice of Intent to Purchase. Within thirty (30) days after the Manager has notified the Remaining Members of the purchase price of the Selling Member's Membership Interest determined in accordance with Section 7.4(a), each Remaining Member shall notify the Manager in writing of his or her desire to purchase all or a portion of the Selling Member's Membership Interest. The failure of any Remaining Member to submit a notice within the applicable period shall constitute an election on the part of the Remaining Member not to purchase a portion of the Selling Member's Membership Interest.
(c) Election to Purchase Less Than All of the Member's Membership Interest. If any Remaining Member elects to purchase none or less than all of such Remaining Member's pro rata share of the Selling Member's Membership Interest, then the Remaining Members may elect to purchase more than their pro rata share.

If the Remaining Members fail to purchase the entire Membership Interest of the Selling Member, the Company may purchase any remaining share of the Selling Member's Membership Interest under the terms of this Section 7.4. (d) Payment of Purchase Price. The purchase price shall be paid by the Company or the Remaining Members, by either of the following methods, to be selected by the Company or the Remaining Members:
(i) The total purchase price shall be paid in cash; or

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Packet Pg. 189 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 20 (ii) Ten percent (10%) of the purchase price shall be paid immediately in cash and the balance of the purchase price shall be paid in ten (10) equal annual principal installments, plus accrued interest. The unpaid principal balance shall accrue interest at the current Applicable Federal Mid Term Rate as provided in the Code for the month in which the initial ten percent (10%) payment is made, but the Company and the Remaining Members shall have the right to prepay in full or in part at any time without penalty. The obligation to pay the balance shall be evidenced by a promissory note, and if purchased by a Remaining Member, the note shall be secured by a pledge of the Membership Interest being purchased.
(e) Purchase Terms Varied by Agreement. Nothing contained in the Agreement is intended to prohibit Members from agreeing upon other terms and conditions for the purchase by the Company or any Member of the Membership Interest of any Member desiring to dissociate, in whole or in part, as aMember. (f) Interest Not Purchased. The Selling Member may retain any portion of a Membership Interest which is not purchased. If the Selling Member is a successor in interest, unless admitted as a Member, such successor shall become a Transferable Interest Owner.

7.5 Substitution of Members. A transferee of a Membership Interest shall have the right to become a substitute Member only if: (i) such transferee executes an instrument satisfactory to the Manager accepting and adopting the terms and provisions of this Agreement; (ii) such transferee pays any reasonable expenses in connection with that transferee's admission as a substitute Member; and (iii) a majority of the Company’s Units held by the Members consent to the substitution, which consent may be withheld for any reason and made subject to such conditions as the Manager may determine are in the best interests of the Company.

7.6 Right of First Refusal. In the event a Member receives a bona fide third party binding offer to purchase ("Third Party Offer") all or any portion of its Membership Interest ("Transferor Interest") with such Third Party Offer containing no contingencies or subjectivities, the Company will have the option (the "First Purchase Option") to purchase any or all of the Membership Interest of such transferor pursuant to the terms of this Section.

Upon receiving a Third Party Offer, the transferor shall provide a true, correct and full copy of the terms of such Third Party Offer to the Company and Voting Members within five business days of receipt ("Transferor Notice"). Upon receipt of the Transferor Notice, the Company shall have Sixty (60) days to elect to purchase all or part of the Offered Membership Interests by delivering a written notice (the "First Purchase Option Notice") to the transferor stating that it offers to purchase such offered Interests on the terms specified in the Third Party Offer. The transferor shall recuse himself or herself from voting on whether or not the Company elects to exercise its First Purchase Option.

If the Company chooses not to elect to exercise its First Purchase Option, then each

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Packet Pg. 190 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 21 Member shall have ten (10) days to elect to purchase the transferor's Membership Interest ("Second Purchase Option Notice") in whole, or on a pro-rata basis (based on current Membership percentages) if more than one Voting Member elects to exercise the Second Purchase Option. Each Voting Member that does not deliver a Second Purchase Option Notice during such ten (10) day period shall be deemed to have waived all of such Member's rights to purchase the Offered Membership Interests under this Section, and the transferor shall thereafter, subject to the rights of any Purchasing Member, be free to sell the Offered Interests pursuant to the Third Party Offer without any further obligation.

If the Company elects to exercise the First Purchase Option, the Company's notice of its election will fix a closing date (the "Transfer Closing Date") for the purchase, which will not be earlier than ten (10) days after the date of the notice of election.

If the Company elects to exercise the First Purchase Option, the Purchase Price will be paid on the Transfer Closing Date on terms as favorable as those in the Third Party Offer.

Any transfer made pursuant to a Third Party Offer without strict compliance with the terms, provisions, and conditions of this Agreement will be null and void and of no force and effect.

7.7 Effective Date of Permitted Transfer; Continuing Applicability of Restrictions. Any permitted transfer of all or any portion of a Membership Interest shall be effective as of the date provided in the instrument of transfer. Any transferee of a Membership Interest shall take subject to the restrictions on transfer imposed by this Agreement.

7.8 Rights of an Assignee; Transfers in Violation of Agreement. If a transferee is not admitted as a Member pursuant to Section 7.5 above, or upon any transfer of a Membership Interest in violation of this Article 7, the Transferee shall have no right to vote or to exercise any rights of a Member. Such transferee shall only be entitled to become a Transferable Interest Owner and thereafter shall only receive the share of the Company's Net Profit, Net Losses and distributions of the Company's assets to which the transferor of such Transferable Interest would otherwise be entitled. The Transferable Interest of such a Transferee shall be subject to the option to purchase granted to the "Remaining Members" under Section 7.4.

ARTICLE 8

DISSOLUTION AND WINDING UP

8.1 Dissolution.
(a) Dissolution Events. The Company shall be dissolved, its assets shall be disposed of, and its affairs wound up on the first to occur of the following:
(i) The determination of the Manager to dissolve the Company; (ii) An election to dissolve the company made by a majority of the

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Packet Pg. 191 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 22 Company’s Unit holders;
(iii) Upon the sale of all or substantially all of the Company assets; (iv) Upon the passage of ninety (90) consecutive days during which the Company has no Members, except on the death of a natural person who is the sole Member of the Company, the status of the Member, including a Membership Interest, may pass to the heirs, successors and assigns of the Member by will or applicable law and they may become a substituted Member pursuant to Corporations Code Section 17704.01; or
(v) Upon the entry of a decree of judicial dissolution pursuant to Section 17707.03 of the Corporations Code.
(b) Bankruptcy of Member. The Company shall not be dissolved upon the bankruptcy of one or more Members.

8.2 Certificate of Dissolution. As soon as possible following the occurrence of any of the dissolution events specified in Section 8.1, the Members who have not wrongfully dissolved the Company shall execute a Certificate of Dissolution in such form as shall be prescribed by the California Secretary of State and file the Certificate as required by the Act.

8.3 Winding Up. Upon dissolution of the Company pursuant to Section 8.1 above, the Company, acting by its Manager or Members, shall continue in existence for the sole purposes of winding up its affairs, liquidating its assets, and satisfying the claims of its creditors. The Manager or Members winding up the Company shall be entitled to reasonable compensation for such services.
(a) Distribution. As soon as practicable after the effective date of dissolution of the Company, the Company's assets shall be distributed in the following manner and order:
(i) the claims of all creditors of the Company who are not Members shall be paid and discharged;
(ii) the claims of all creditors of the Company who are Members shall be paid and discharged; and
(iii) the remaining assets shall be distributed to the Members in accordance with Section 17707.05 of the Corporations Code; provided, however, that in no event shall any amount or any interest in any Company asset consisting of an interest in any policy of life insurance or any agreement relating to a policy of insurance (including a Split-Dollar Agreement relating to insurance on the life of any one or more of the Members) be distributed to a Member with respect to whom such policy or interest relates. (b) Distribution in Kind. Whether any assets of the Company shall be liquidated through sale or shall be distributed to the interested Members in kind shall

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Packet Pg. 192 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 23 be a matter to be determined by the Manager or the Members; provided, however, that if distribution is made in kind, in whole or in part, to the extent practicable, pro rata amounts of each asset so distributed shall be distributed to each Member, the Capital Accounts of the Members shall be adjusted to reflect each Member's proportionate share of any unrealized gain or loss in such property determined as though the Company sold such property for its then fair market value, and the amount of the distribution to any Member for purposes of this provision shall be the Member's proportionate share of the net fair market value of property distributed to such Member.
(c) Retention of Assets. If there is any asset which, in the sole discretion of the Manager or the Members, cannot be properly valued until sold or realized, or which cannot be liquidated without sacrificing a substantial portion of the value thereof, or which cannot properly be distributed in kind, such asset may be retained by the Company and shall not be paid or distributed until such time as the Manager or the Members shall determine to liquidate or distribute such asset, and thereafter the Manager or the Members shall, at the earliest practicable time, distribute such asset or the proceeds realized from the liquidation thereof, without interest, to the Members in accordance with their respective interests therein, except as otherwise required by Section 8.3(a)(iii) above.
(d) Compliance with Regulations. All payments to the Members upon the winding up and dissolution of Company shall be made strictly in accordance with the positive capital account balance limitation and other requirements of Section 1.704- 1(b)(2)(ii)(d) of the Regulations.

8.4 Certificate of Cancellation. Upon the completion of the winding up of the affairs of the Company, the Manager or Members who filed the Certificate of Dissolution shall cause to be filed in the office of, and on a form prescribed by, the California Secretary of State, a certificate of cancellation of the Articles.
(i) No Action for Dissolution. Except as expressly permitted in this Agreement, a Member shall not take any voluntary action that directly causes the dissolution of the Company. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 8.1.

Except where the Manager has failed to liquidate the Company as required by this Article, each Member hereby waives and renounces such Member's right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (i) it is not reasonably practicable to carry on the business of the Company in conformity with the Articles or this Agreement, or (ii) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member.

ARTICLE 9

BOOKS AND RECORDS REPORTS

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Packet Pg. 193 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 24 9.1 Books and Records. The Manager shall keep, or cause to be kept by an agent, the books and records of the Company, which shall fully and accurately report all transactions and operations of the Company in accordance with methods used for federal income tax purposes. Such books and records, together with the original copy of the Agreement (and any amendments thereto) and an endorsed-filed copy of the Articles, shall at all times be maintained at the principal office of the Company and shall be open to the reasonable inspection and examination of the Members or their duly authorized representatives. Any Member or Transferable Interest Owner has the right to inspect and copy said books and records, provided that such inspection is made in good faith without any intent to damage the Company or any of its Members in any manner.

9.2 Tax Elections. Except for any elections under Code Sections 6221,6226 or otherwise related to the Bipartisan Budget Act of 2015, The Manager may make all of the Company's tax elections including any election to be taxed as an association taxable as a corporation consistent with the requirements of Regulations Section 301.770-3 and an election under Code Section 754.

9.3 Fiscal Year. The fiscal year of the Company shall be the calendar year.

9.4 Reports. The Manager shall cause to be filed the statement required under Corporations Code Section 17702.09.

9.5 Tax Reporting. The Manager shall cause to prepare and to file all federal, state and local income, sales, property and excise tax returns. The Manager shall cause to be prepared at least annually, at Company expense, Company information necessary for the preparation of the Members' and Transferable Interest Owners' federal and state income tax returns.

ARTICLE 10

MISCELLANEOUS

10.1 Executory Contract. This Agreement shall be construed as an Executory Contract.

10.2 Amendment of Agreement. Any amendment of the Articles or this Agreement shall require the vote or written consent of a majority of the Company’s Units held by the Members.

10.3 Counterparts. This Agreement may be executed in counterparts and the counterparts taken together shall constitute one original Agreement. The Manager is authorized to attach counterparts of the signatures of all of the Members to a single copy of this Agreement.

10.4 Entire Agreement. This Agreement represents the entire understanding between the parties and may not be amended except in accordance with the terms and provisions of this Agreement.

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Packet Pg. 194 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 25 10.5 Formation of Entities. The Company, acting by its Manager, is expressly permitted and authorized to form, participate in the formation of, and participate in the management of a trust (revocable or irrevocable of which the Company shall be a beneficiary), corporation, partnership, limited partnership, joint venture, and limited liability company, and to invest all or any part of the Company Property in one or more such entities which are intended to accomplish any one or more of the objectives of the Company, including (without limitation) the following:
(a) Providing greater protection to the assets of the Company or protection of the Company and its Members from liabilities incident to the conduct of a trade or business;
(b) Providing for the convenient management of property located in a jurisdiction other than the state in which the Company is formed; or (c) Providing greater access to investment opportunities and to worldwide investment markets.

10.6 Gender Neutral. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter genders; and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

10.7 Independent Activities and Ventures. Each of the Members consents that any Member may, directly or indirectly, engage in or possess an interest in any other present or future business venture of any nature or description for his own account, independently or with others, including, without limitation, any other business engaged in, directly or indirectly by the Company, and neither the Company nor any Member shall have any rights in or to the interest of the Member in such independent venture or the income or profits derived therefrom. The fact that any employee or partner of a Member, or that any Member, or member of any Member's family, is employed by, or is directly or indirectly interested in or connected with, or is, any person, firm or corporation employed by the Company to render or perform a service, or from or through whom the Company may make any sale or purchase, or from whom the Company may borrow, shall not prohibit the Company from engaging in any transaction with such person, firm or corporation, or create any duty of legal justification additional to that which would exist if such person, firm or corporation was not so related to the Company, and neither the Company nor any other Member shall have any right in or to any income or profits derived from such transaction by such Member, person, firm or corporation.

10.8 Law of California. This Agreement and all amendments hereto shall be governed by the laws of the State of California.

10.9 Notices. All notices under this Agreement shall be in writing and shall be given to the Member entitled thereto by personal service or by first class mail or certified mail (return receipt requested) to the address that Member may specify in writing.

10.10 Severability. In the event any portion of this Agreement is declared by a court of

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Packet Pg. 195 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 26 competent jurisdiction to be void, said portion shall be deemed severed from the remainder of the Agreement and the balance of the Agreement shall remain in effect.

10.11 Mediation. Should a dispute between the Parties arise from this Agreement, the aggrieved Party shall first demand that the other Party participate in non-binding mediation to attempt to informally resolve the dispute by delivering a demand to mediate to the other party.

Any mediation shall be administered by JAMS and shall take place in Sonoma County, unless another location is mutually agreed to in writing by the Parties. If the non-binding mediation is unsuccessful in resolving the issue, then the Parties may proceed to arbitration. The Parties agree that this is a reasonable course of action for dispute resolution. If any Party commences an action without first attempting to resolve the matter through mediation, or refuses to mediate after a request has been made, then that Party shall not be entitled to recover attorney’s fees, even if they were otherwise entitled to such fees as the prevailing party in any such action.

10.12 Arbitration. Should non-binding mediation prove unsuccessful, then any claim or controversy of whatever nature including but not limited to the issue of arbitrability arising out of or connected with this Agreement, any provision of this Agreement, or its performance or breach, or any provision of a subcontract that is subject to this Agreement, or its performance or breach, that claim or controversy shall be settled by binding arbitration in Sonoma County (unless another location is mutually agreed to by the Parties in writing) before an arbitrator from the panel of JAMS in accordance with the JAMS rules then in effect. Judgment upon the award may be entered in any court having jurisdiction thereof.

10.13 WAIVER OF JURY TRIAL AND REMOVAL TO FEDERAL COURT. THE

MEMBERS VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF

THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF THIS

AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY OR TO HAVE ANY DISPUTE, CLAIM, OR CONTROVERSY HEARD IN ANY U.S. FEDERAL COURT OR FEDERAL GOVERNING BODY.

10.14 Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective Members. [signature page follows]

3.1.g
Packet Pg. 196 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 27 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

Gravenstein 116 LLC
By: Eli Melrod
Its: CEO

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Packet Pg. 197 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 28 EXHIBIT B
Joinder Agreement Form
Dated: ________________
This Joinder to the Operating Agreement dated July 7, 2023 (the “Operating Agreement”) of 465 Retail LLC is executed as of the date set forth above by _____________________________ (“New Member”).

WHEREAS, pursuant to the Operating Agreement of 465 Retail LLC (the “Company”), ________ percent (__%) of the Company’s membership interests are held by ______________________ (the “Transferee Interests”);
WHEREAS, New Member is the transferee of _______________ of the Transferee Interests, representing ______________ percent (__%) of the Company’s membership interests; WHEREAS, the Manager has approved New Member as a Member of the Company; and WHEREAS, Section 4.5 of the Operating Agreement requires any transferee of the Company’s membership interests to adopt and be bound by the Operating Agreement as a condition to becoming a member of the Company;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the New Member hereby adopts and agrees to be bound by the Operating Agreement, and their signature below shall constitute their signature to the Operating Agreement. This Joinder shall be attached to and become a part of the Operating Agreement.

IN WITNESS WHEREOF, the Joinder is executed as of the date first written above. _______________________ [NAME] Acknowledged and accepted by:

Gravenstein 116 LLC
By: Eli Melrod
Its: CEO

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Packet Pg. 198 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business 29 SCHEDULE A

MEMBERS, ADDRESSES, CAPITAL CONTRIBUTIONS AND MEMBERSIDP

INTERESTS OF
465 RETAIL LLC

A CALIFORNIA LIMITED LIABILITY COMPANY
Member Name and Address Member Capital Contribution Number of Units Gravenstein 116 LLC
785 Gravenstein Hwy. S.

Sebastopol, CA 95472
$ 1,000,000

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Packet Pg. 199 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business

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Packet Pg. 200 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business

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Packet Pg. 201 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Secretary of State LLC-12
Statement of Information
(Limited Liability Company)
IMPORTANT — Read instructions before completing this form.

Filing Fee – $20.00
Copy Fees – First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees
This Space For Office Use Only

1. Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name, see instructions.)

2. 12-Digit Secretary of State File Number 3. State, Foreign Country or Place of Organization (only if formed outside of California)

4. Business Addresses
a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code CA
_____________________
Date
____________________________________________________________ Type or Print Name of Person Completing the Form
_________________________
Title
__________________________________
Signature
 
 
c. Street Address of California Office, if Item 4a is not in California - Do not list a P.O. Box City (no abbreviations) State Zip Code If no managers have been appointed or elected, provide the name and address of each member. At least one name and address must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is an entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the LLC has additional managers/members, enter the name(s) and addresses on Form LLC-12A (see instructions).

5. Manager(s) or Member(s)
a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix b. Entity Name - Do not complete Item 5a
c. Address City (no abbreviations) State Zip Code

6. Service of Process (Must provide either Individual OR Corporation.)

INDIVIDUAL – Complete Items 6a and 6b only. Must include agent’s full name and California street address.

a. California Agent's First Name (if agent is not a corporation) Middle Name Last Name Suffix b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box City (no abbreviations) State CA
Zip Code
CORPORATION – Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 6a or 6b

7. Type of Business
a. Describe the type of business or services of the Limited Liability Company

8. Chief Executive Officer, if elected or appointed
a. First Name Middle Name Last Name Suffix
b. Address City (no abbreviations) State Zip Code

9. The Information contained herein, including any attachments, is true and correct.

Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address. This information will become public when filed. SEE INSTRUCTIONS BEFORE COMPLETING.) Name:

Company:

Address:

City/State/Zip:

LLC-12 (REV 01/2017) 2017 California Secretary of State

www.sos.ca.gov/business/be
19-C80071 FILED
In the office of the Secretary of State
of the State of California
JUL 23, 2019 GRAVENSTEIN 116 LLC 201621810357 CALIFORNIA 95472 CA 95472 785 Gravenstein Hwy S Sebastopol CA 95472 785 Gravenstein Hwy S Sebastopol 785 Gravenstein Hwy S Sebastopol Dickstein Sebastopol 785 Gravenstein Hwy S Sebastopol 95472 Peter 785 Gravenstein Hwy S 95472 CA Peter Dickstein Melrod Sebastopol Retail Eli 785 Gravenstein Hwy S CA 95472 07/23/2019 William Dolan Agent Page 1 of 2

3.1.g
Packet Pg. 202 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business LLC-12A - Attachment (EST 07/2016) 2016 California Secretary of State www.sos.ca.gov/business/be
Attachment to
Statement of Information
(Limited Liability Company)
LLC-12A
Attachment
This Space For Office Use Only
A. Limited Liability Company Name
B. 12-Digit Secretary of State File Number C. State or Place of Organization (only if formed outside of California) D. List of Additional Manager(s) or Member(s) - If the manager/member is an individual, enter the individual’s name and address. If the manager/member is an entity, enter the entity’s name and address. Note: The LLC cannot serve as its own manager or member.

First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
19-C80071
GRAVENSTEIN 116 LLC
201621810357 CALIFORNIA
Eli Melrod 785 Gravenstein Hwy S Sebastopol CA 95472 Page 2 of 2

3.1.g
Packet Pg. 203 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business Secretary of State LLC-12
Statement of Information
(Limited Liability Company)
IMPORTANT — Read instructions before completing this form.

Filing Fee – $20.00
Copy Fees – First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees
This Space For Office Use Only

1. Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name, see instructions.)

2. 12-Digit Secretary of State File Number 3. State, Foreign Country or Place of Organization (only if formed outside of California)

4. Business Addresses
a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code CA
_____________________
Date
____________________________________________________________ Type or Print Name of Person Completing the Form
_________________________
Title
__________________________________
Signature
 
 
c. Street Address of California Office, if Item 4a is not in California - Do not list a P.O. Box City (no abbreviations) State Zip Code If no managers have been appointed or elected, provide the name and address of each member. At least one name and address must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is an entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the LLC has additional managers/members, enter the name(s) and addresses on Form LLC-12A (see instructions).

5. Manager(s) or Member(s)
a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix b. Entity Name - Do not complete Item 5a
c. Address City (no abbreviations) State Zip Code

6. Service of Process (Must provide either Individual OR Corporation.)

INDIVIDUAL – Complete Items 6a and 6b only. Must include agent’s full name and California street address.

a. California Agent's First Name (if agent is not a corporation) Middle Name Last Name Suffix b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box City (no abbreviations) State CA
Zip Code
CORPORATION – Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 6a or 6b

7. Type of Business
a. Describe the type of business or services of the Limited Liability Company

8. Chief Executive Officer, if elected or appointed
a. First Name Middle Name Last Name Suffix
b. Address City (no abbreviations) State Zip Code

9. The Information contained herein, including any attachments, is true and correct.

Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address. This information will become public when filed. SEE INSTRUCTIONS BEFORE COMPLETING.) Name:

Company:

Address:

City/State/Zip:

LLC-12 (REV 01/2017) 2017 California Secretary of State

www.sos.ca.gov/business/be
19-C82949 FILED
In the office of the Secretary of State
of the State of California
JUL 25, 2019 GRAVENSTEIN 116 LLC 201621810357 CALIFORNIA 95472 CA 95472 785 Gravenstein Hwy S Sebastopol CA 95472 785 Gravenstein Hwy S Sebastopol 785 Gravenstein Hwy S Sebastopol Dickstein Sebastopol 785 Gravenstein Hwy S Sebastopol 95472 Peter 785 Gravenstein Hwy S 95472 CA Peter Dickstein Melrod Sebastopol Retail Eli 785 Gravenstein Hwy S CA 95472 07/25/2019 William Dolan Agent Page 1 of 2

3.1.g
Packet Pg. 204 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business LLC-12A - Attachment (EST 07/2016) 2016 California Secretary of State www.sos.ca.gov/business/be
Attachment to
Statement of Information
(Limited Liability Company)
LLC-12A
Attachment
This Space For Office Use Only
A. Limited Liability Company Name
B. 12-Digit Secretary of State File Number C. State or Place of Organization (only if formed outside of California) D. List of Additional Manager(s) or Member(s) - If the manager/member is an individual, enter the individual’s name and address. If the manager/member is an entity, enter the entity’s name and address. Note: The LLC cannot serve as its own manager or member.

First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
First Name Middle Name Last Name Suffix
Entity Name
Address City (no abbreviations) State Zip Code
19-C82949
GRAVENSTEIN 116 LLC
201621810357 CALIFORNIA
Eli Melrod 785 Gravenstein Hwy S Sebastopol CA 95472 Page 2 of 2

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Packet Pg. 205 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business Secretary of State
Statement of No Change
(Limited Liability Company)
LLC-12NC
IMPORTANT — Read instructions before completing this form. This form may be used only if a complete Statement of Information has been filed previously and there has been no change.

Filing Fee – $20.00
Copy Fee – $1.00;
Certification Fee - $5.00 plus copy fee
This Space For Office Use Only
___________________
Date
___________________________________
Type or Print Name of Person Completing the Form
_____________________
Title
____________________________________
Signature
 

 

LLC-12NC (REV 01/2017) 2017 California Secretary of State

www.sos.ca.gov/business/be

1. Limited Liability Company Name (Enter the exact name of the LLC as it is recorded with the California Secretary of State. Note:

If you registered in California using an alternate name, see instructions.)

2. 12-Digit Secretary of State File Number 3. State, Foreign Country or Place of Organization (only if formed outside of California)

4. No Change Statement (Do not alter the No Change Statement. If there has been any change, please complete a Statement of Information (Form LLC-12).)
There has been no change in any of the information contained in the previous complete Statement of Information filed with the California Secretary of State.

5. The information contained herein is true and correct.

Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document, enter the name of a person or company and the mailing address. This information will become public when filed. (SEE INSTRUCTIONS BEFORE COMPLETING.)
Name:

Company:

Address:

City/State/Zip:

GRAVENSTEIN 116 LLC
201621810357 CALIFORNIA 07/31/2021 Lee Johnson Controller 21-D89232 FILED In the office of the Secretary of State
of the State of California
JUL 31, 2021

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Packet Pg. 206 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis Business

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Packet Pg. 207 Attachment: 465 Retail LLC - Solful Business Information & Proof of Capitalization (4237 : Public Hearing to Consider Retail Cannabis BA20231187059
Entity Details
Limited Liability Company Name GRAVENSTEIN 116 LLC
Entity No. 201621810357
Formed In CALIFORNIA
Street Address of Principal Office of LLC
Principal Address 785 GRAVENSTEIN HWY S
SEBASTOPOL, CA 95472
Mailing Address of LLC
Mailing Address 785 GRAVENSTEIN HWY S
SEBASTOPOL, CA 95472
Attention Lee Johnson
Street Address of California Office of LLC
Street Address of California Office 785 GRAVENSTEIN HWY S SEBASTOPOL, CA 95472
Manager(s) or Member(s)
Manager or Member Name Manager or Member Address
Eli Melrod 785 Gravenstein Hwy S
Sebastopol, CA 95472
Agent for Service of Process
Agent Name Eli Melrod
Agent Address 785 GRAVENSTEIN HWY S
SEBASTOPOL, CA 95472
Type of Business
Type of Business Gravenstein 116 LLC
Email Notifications
Opt-in Email Notifications Yes, I opt-in to receive entity notifications via email.

Chief Executive Officer (CEO)
CEO Name CEO Address
Eli Melrod 785 Gravenstein Hwy S
Sebastopol, CA 95472
Labor Judgment
No Manager or Member, as further defined by California Corporations Code section 17702.09(a)(8), has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal is pending, for the violation of any wage order or provision of the Labor Code.

STATE OF CALIFORNIA
Office of the Secretary of State

STATEMENT OF INFORMATION

LIMITED LIABILITY COMPANY
California Secretary of State
1500 11th Street
Sacramento, California 95814
(916) 653-3516
B1992-1560 07/28/2023 9:13 AM Received by California Secretary of State