22 (n) Advice of Legal Counsel. Each Party acknowledges that it has reviewed this Agreement with its own legal counsel and, based upon the advice of that counsel, freely entered into this Agreement.
(o) Attorney’s Fees and Costs. If any action at law or in equity, including action for declaratory relief, is brought to enforce or interpret provisions of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.
(p) Calculation of Time Periods. Unless otherwise expressly stated, all time referenced in this Agreement shall be calendar days, unless the last day falls on a legal holiday, Saturday, or Sunday, in which case the last day shall be the next business day.
IN WITNESS WHEREOF, this Agreement has been entered into by and between Applicant and City as of the Effective Date of the Agreement, as defined above.
CITY OF SONOMA, a California Municipal Corporation
By:
Name: Sue Casey
Title: Interim City Manager
ATTEST:
By: ___________________________
Rebekah Barr, City Clerk
Approved to as Form
By: Dated:
Jeffrey Walter, City Attorney
APPLICANT
_________________________________________
By:
Name:
Title: Managing Member
By:
Name:
Agenda Item #6.3:
23 Title: Member
By:
Name:
Title: Member
By:
Name:
Title: Member
Approved as to form:
___________________________________ Dated:
Name: __________________________
Attorney’s Firm:
Parties represented by Attorney:
SITE OWNER’S CONSENT AND REPRESENTATIONS
The undersigned agrees to and represents and warrants the following:
1. that it is the sole, fee simple owner of the Site;
2. that it has leased the Site to SPARC and that establishment and operation of the Retail Cannabis Store consistent with this Agreement and its Exhibits are expressly permitted under said lease;
3. that the undersigned consents to the establishment and operation of the Retail Cannabis Store consistent with this Agreement and its Exhibits;
4. that the undersigned consents to the terms and conditions of this Agreement, but only to the extent the terms and/or conditions are made applicable to the owner of the Site;
5. and
6. that the undersigned is not an owner or individual with a financial interest within the meaning of 16 Cal. Code Regs. sections 5003 and 5004.
_______________________________________________[name of landlord] By:_______________________________
Name:_____________________________
Agenda Item #6.3:
24 Title:
By:_______________________________
Name:_____________________________
Title: ______________________________
Approved as to form:
___________________________________ Dated:____________________ Name:
Attorney for ________
[CITY, AND SITE OWNER SIGNATURES NOTARIZED WITH
STANDARD FORM ACKNOWLEDGMENT]
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Exhibit C to Public Benefit Agreement 15 June 2022
Exhibit C
Notice of Non-Performance Penalty
DATE: , 202___
PARTIES: CITY OF SONOMA
SOPARC, LLC,
a California limited liability company
THIS NOTICE OF NON-PERFORMANCE PENALTY (“Penalty Notice”) is being executed by the City of Sonoma, a California general law city (“City”), with reference to the following.
A. By Instrument No. _________, which was recorded in the Official Records of Sonoma County, California on _________, 202_, City recorded a Public Benefit and Indemnification Agreement between the City and SOPARC, LLC, a California limited liability company (“Developer”), dated 15 June, 2022 (the “Public Benefit Agreement”), relating to the establishment and operation of certain retail commercial storefront cannabis businesses.
B. Under the Public Benefit Agreement, Developer is required to provide certain community/public benefits pursuant to Section 3.2 of the Public Benefit Agreement.
C. On , _______202_, the ________[describe community benefit not provided] was due to be provided by Developer, but the City did not receive such community benefit.
D. Pursuant to Section 3.6 of the Public Benefit Agreement, if Developer fails to make payment when it is due or provide a specific community benefit, City may impose a penalty of one percent (1%) of the total of the past due amounts (“Non-Performance Penalty”). As of , 20 , the past due amount (“Past Due Amount”) equals
$ . The Non-Performance Penalty owed by Developer equals $ Amount”).
(“Penalty
E. Pursuant to Section 3.6 of the Public Benefit Agreement, Developer shall make payment of the Past Due Amount and the Penalty Amount in a single installment due within fifteen (15) days of delivery of this Non-Performance Penalty Notice (“Penalty Due Date”).
Agenda Item #6.3:
Exhibit C to Public Benefit Agreement 15 June 2022
F. Pursuant to Section 3.7 of the Public Benefit Agreement, if Developer fails to pay the Penalty Amount and/or Past Due Amount on or before the Penalty Due Date, then in addition to the Penalty Amount and/or Past Due Amount, whichever is delinquent, specified in subsection (D) above, Developer shall pay City interest on the delinquent amount(s) at the rate of eighteen percent (18%) per annum (“Penalty Interest Payment”), computed from the Penalty Due Date specified in subsection (E). As of , 20 , the
Penalty Interest Payment amount equals $ .
G. Nothing contained herein shall constitute a waiver of City’s future claims for the Public Benefit Fee, Non-Performance Penalty, interest on the NonPerformance Penalty or Past Due Amount, or any other monetary obligation owed by Developer under the Public Benefit Agreement.
NOW, THEREFORE, City hereby provides Developer the NonPerformance Penalty Notice required by Section 3.6 of the Public Benefit Agreement. This Non-Performance Penalty Notice shall be deemed received by the Developer in accordance with Section 9.3 of the Public Benefit Agreement.
CITY OF SONOMA,
a California general law city
By:
City Manager
Agenda Item #6.3:
Exhibit D
Notice of Termination
SPACE ABOVE THIS LINE FOR RECORDER’S USE
Recording Fee Exempt per Government Code §
6103
NOTICE OF TERMINATION OF PUBLIC BENEFIT AGREEMENT
DATE: , 20
PARTIES: CITY OF SONOMA, a California municipal
corporation
SOPARC, LLC
a California limited liability company
THIS NOTICE OF TERMINATION (the “Termination”) is being executed and recorded by the City of Sonoma, a California general law city (“City”), with reference to the following.
A. By Instrument No. , which was recorded in the Official Records of Sonoma County, California on , 202_, City recorded a Public Benefit and Indemnification Agreement between the City and SOPARC, LLC, a California limited liability company (“Developer”), dated June 15th, 2022 (the “Public Benefit Agreement”), relating to the establishment and operation of certain cannabis businesses in the City at 19315 Highway 12, CA (“Site”).
B. Pursuant to Article 8 of the Public Benefit Agreement, the Public Benefit Agreement has terminated effective __________________.
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Sonoma
Attention: City
Clerk
Agenda Item #6.3:
C. Pursuant to Article 8 of the Public Benefit Agreement, once terminated, among other things the Public Benefit Agreement has no further force or effect, unless otherwise set forth in the Public Benefit Agreement, and Developer’s rights under the Commercial Cannabis Business Permit issued to it is terminated and the Developer no longer has any rights to operate said commercial cannabis business at the Site.
NOW, THEREFORE, City hereby terminates and cancels said Public Benefit Agreement effective on the _______(day) of (month), 20___.
CITY OF SONOMA,
a California general law city
By:
City Manager
ATTACH ACKNOWLEDGMENT
Agenda Item #6.3:
Exhibit E
Assignment and Assumption Agreement
SPACE ABOVE THIS LINE FOR RECORDER’S USE
Recording Fee Exempt per Government Code §
6103
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into this ___ day of ________ , 20 , by the City of Sonoma and between SOPARC, LLC, a California limited liability company (“Developer”) and ____ (“Assignee”).
Developer may be referred to herein as (“Assignor”).
RECITALS
A. On , 202_, Assignor and the City of Sonoma (the “City”) entered into that certain agreement entitled “Public Benefit and Indemnification Agreement” relating to the improvement, development, and use of real property to operate a commercial Cannabis Retail Store (the “Public Benefit Agreement”), originally recorded upon Sonoma County Assessor’s Parcel Number 127-740-001 (the “Property”), and bearing County Recorder’s Document Number:__________.
B. Section 9.1 of the Public Benefit Agreement prohibits the sale, assignment, or transfer by Assignor of all or any portion of Assignor’s interests, rights, or titles described in the Public Benefit Agreement (“Assignable Rights”) to a third party without prior written approval by the City Manager of the City of Sonoma (the “City Manager”). The Assignable Rights being assigned hereunder are described as follows: _______________________________. The Assignable Rights that are not being assigned hereunder are described as follows:
__________________________________.
C. Assignor intends to assign, and Assignee intends to assume, the Assignable Rights under the Public Benefit Agreement.
D. In accordance with the terms of the Public Benefit Agreement, Assignor has provided to City Manager a written request for consent to assignment. The City Manager has received the information he or she deems appropriate and/or is required under the Public Benefit Agreement and consulted with the City Attorney, among others, for the purpose of determining that Assignee is a qualified applicant for purposes of the foregoing terms of the Public Benefit
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Sonoma
Attention: City
Clerk
Agenda Item #6.3:
Agreement. This Agreement is intended to meet the requirements of Section 9.1 of the Public Benefit Agreement for an Assignment and Assumption Agreement, and is executed with the consent of City Manager as contemplated in the Public Benefit Agreement.
NOW, THEREFORE, Assignor and Assignee hereby agree as follows:
1. The foregoing Recitals are true and incorporated herein by this reference as though set forth in full.
2. Assignor hereby assigns to Assignee all of the Assignable Rights of Assignor under the Public Benefit Agreement.
3. Assignee hereby assumes all of the burdens and obligations of Assignor under the Public Benefit Agreement, and agrees to observe and fully perform all of the duties and obligations of Assignor under the Public Benefit Agreement, and to be subject to all the terms and conditions thereof, with respect to the Property and Assignable Rights. It is the express intention of Assignor and Assignee that, upon the execution of this Agreement, Assignee shall become substituted for Assignor as the “Applicant” and “Owner” under the Public Benefit Agreement.
4. This Agreement shall take effect and be binding only upon City Manager’s consent to and approval of this Agreement.
5. Assignee represents and warrants that it has reviewed and is familiar with the terms and conditions of the Public Benefit Agreement. Assignee acknowledges that the Assignable Rights of the Public Benefit Agreement, and the duties of Assignor thereunder and the duties of Assignee hereunder, as between Assignee and the City, shall be without reference to any underlying agreements or understandings that may exist between Assignee, Assignor, or any other party with respect to the subject matter hereof, and that the City is not party to such other agreements.
6. All of the covenants, terms, and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.
7. Notwithstanding the above to the contrary, Assignor shall remain jointly and severally responsible with Assignee for the performance of all of the Assignor’s obligations under the Public Benefit Agreement.
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
[Signatures on the following page]
Agenda Item #6.3:
ASSIGNOR / DEVELOPER:
Its:
I hereby consent to the above-described
and memorialized Assignment and
Assumption Agreement.
Name:____________________________
Title: City Manager
Date:_____________________________
ATTACH ACKNOWLEDGMENTS
ASSIGNEE
, a
California____________
Agenda Item #6.3:
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Exhibit G
Implementation of “Community Benefits” - Section 3.2
Below, please find additional details and requirements that apply to and govern SPARC’s provision and delivery of the Community Benefits described in the Agreement (“Agreement”) to which this Exhibit is attached:
1. As to the benefit described in Section 3.2(a)(1) of the Agreement: In addition to the annual report specified in Section 3.2(a)(1), SPARC shall submit to the City Manager or his/her designee(s) via email, on the first business day of each quarter, a report identical to the report described in Section 3.2(a)(1) except the report shall specify the amounts donated to the identified nonprofit organizations during the previous quarter. For purposes of this Agreement, the quarters shall begin on January 1, April 1, July 1 and October 1.
2. As to the benefit described in Section 3.2(a)(2) of the Agreement: SPARC shall submit to the City Manager or his/her designee(s) via email, on the first business day of each quarter, a report, executed by SPARC’s managing member under penalty of perjury, demonstrating how it is meeting its obligation to give monthly and yearly free cannabis and cannabis products to those most in need as part of its “compassion program.” Annually, commencing with the date that is twelve months from the Effective Date of the agreement, SPARC shall calculate the total retail sales price (“retail value”) of the items it gave for free under this program during the previous twelve months. If the annual retail value is less than $48,000, SPARC hall pay the difference to the City within 60 days after the end of the applicable twelve month period. Within said 60 day period, SPARC shall submit to the City a report, executed by SPARC’s managing member under penalty of perjury, setting forth the calculations, financial data and facts upon which SPARC determined the annual retail value of the items it provided without cost under its “compassion program.” In the quarterly reports required hereunder, SPARC shall list the persons (with names redacted, and instead using aliases such as “John Doe 1,” “John Doe 1” and so on for men, and “Jane Doe 1,” “Jane Doe 2,” and so on for women) who have received the free cannabis or cannabis products during the immediately previous quarter, the items they each received without cost, the retail value of each item received, and the recipients’ addresses. Section 3.2(a)(2) of the Agreement’s requirement that said persons must reside in the City of Sonoma or its immediate surroundings shall mean that said persons shall reside within the Sonoma Valley which is, in turn, defined to include the area bounded on the south by San Pablo Bay, on the west by Sonoma Mountain, on the east by the Mayacamas Mountains and on the north by the southern and eastern boundaries of the City of Santa Rosa).
3. SPARC shall submit to the City Manager or his/her designee(s) via email, on the first business day of each quarter, a list of products provided by the Agenda Item #6.3:
Sweetleaf Collective to SPARC that are for sale at SPARCS Retail Cannabis Store in Sonoma and shall include the price of said products for sale and their location(s) within the store. As part of its quarterly submittal to the City, SPARC shall also provide a letter from Sweetleaf Collective’s executive director on Sweetleaf Collective’s letterhead, addressed to the City Manager declaring that during the previous quarter (a) it is satisfied with its partnership with SPARC for the services that SPARC provides, (b) SPARC carries Sweetleaf Collective’s line of products in sufficient quantities and variety, (c) SPARC adequately markets and displays Sweetleaf Collective’s products, (d) SPARC has adequately provided it a list of residents who are eligible to participate in Sweetleaf Collective’s program, (e) the persons on that list were unknown to Sweetleaf Collective prior to them being disclosed by SPARC, and (f) the persons on that list reside within the Sonoma Valley which is defined to include the area bounded on the south by San Pablo Bay, on the west by Sonoma Mountain, on the east by the Mayacamas Mountains and on the north by the southern and eastern boundaries of the City of Santa Rosa,
4. As to the benefit described in Section 3.2(a)(4) of the Agreement: SPARC shall submit to the City Manager or his/her designee(s) via email, on the first business day of each quarter, a declarative statement, signed by SPARC’s managing member under penalty of perjury, that during the immediately preceding quarter, SPARC has paid all of its employees compensation and benefits equal to or in excess of the Living Wage and will continue to do so into the indefinite future. The statement shall specify the amount of the wage paid to and other compensation provided to each employee during the prior quarter and shall have attached to it true and correct copies of the Retail Cannabis Store’s verified payroll records covering the prior quarter. The City reserves the right to audit and obtain documents and other evidence of SPARC’s compliance with this requirement as may be provided under Sonoma Municipal Code Chapter 2.70.
5. As to the benefit described in Section 3.2(a)(5) of the Agreement: SPARC shall submit to the City Manager or his/her designee(s) via email, on the first business day of each quarter, a list of employees who were employed to work and worked at SPARC’s Retail Cannabis Store in Sonoma. Said email shall be executed by SPARC’s managing member under penalty of perjury. Said list shall provide the first and last name of each employee, the date of hire and termination (if applicable), his/her place of residence, whether that place of residency is located within the Sonoma Valley and his/her employee ID number. In said email, SPARC shall attest that 80% of the employees identified in the email reside within the Sonoma Valley which is defined to include the area bounded on the south by San Pablo Bay, on the west by Sonoma Mountain, on the east by the Mayacamas Mountains and on the north by the southern and eastern boundaries of the City of Santa Rosa.
6. As to the benefit described in Section 3.2(a)(6) of the Agreement: SPARC shall submit to the City Manager or his/her designee(s) via email, on the first business day of each quarter, a statement, executed by SPARC’s managing Agenda Item #6.3:
member under penalty of perjury, that the Labor Peace Agreement (“LPA”) in effect on the Effective Date of this Agreement is still in effect as of the date the managing member executes this statement.
7. SPARC shall submit to the City Manager or his/her designee(s) via email, on the first business day of each quarter, a copy of SPARC’s current public outreach and education materials for youth and educational institutions that it included during the previous quarter and will continue to include as part of its “exit packaging”.
Agenda Item #6.3:
EXHIBIT H
SPARC AND SWEETLEAF COLLECTIVE COMPASSION PROGRAM
“SPARC and Sweetleaf Collective compassion programs are in-line and serve to assist low-income patients with access to the medicine that helps with their particular medical conditions or ailments. Patients can expect to receive cannabis flower along with other cannabis products as available within the market on a regular basis. Patients must have a valid state or governmentissued ID, a valid Medical Cannabis Recommendation, proof of income, and a letter from a medical provider stating their condition so that we can determine the best products to fit their needs. Both SPARC and Sweetleaf are committed to helping serve the community with compassionate care to ensure that the most amount of people have access to the medicine that will better their quality of life.
Patients typically receive compassionate care donations on a monthly or quarterly basis depending on available supply.
Once enrolled in the program, patients will remain in the program until they no longer have a medical need, until they cannot provide appropriate documentation or until the medicine is no longer needed.
As we have done for over a decade, we provide medicine to those most in need, evaluating all applicants and making donations where we can have the largest impact.”
Agenda Item #6.3:
Qtitpof émtnma
RESOLUTION # 72 -2020
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA AWARDING A CONDITIONALCERTIFICATE (CC) TO SOPARC, LLC., (SPARC) THAT ALLOWS FOR IT
TO MAKEAPPLICATION FOR AND OBTAIN A COMMERCIAL CANNABIS BUSINESS
PERMIT TO ESTABLISH A RETAIL STORE-FRONT COMMERCIAL CANNABIS BUSINESS AT 19315 CA-12 (“PREMISES”) INACCORDANCE WITH THE C|TY’S ADOPTED
APPLICATION PROCEDURES AND GUIDELINES FOR COMMERCIAL CANNABIS RETAIL
BUSINESSES, AND DETERMININGTHAT THIS ACTION TO AWARD A CONDITIONAL CERTIFICATE IS NOT A “PROJECT” AS DEFINED BY CEQA BECAUSE THE AWARD OF
A CONDITIONAL CERTIFICATE WILL NOT CAUSE EITHER A DIRECT PHYSICAL
CHANGE IN THE ENVIRONMENT,OR A REASONABLY FORESEEABLE INDIRECT PHYSICAL CHANGE INTHE ENVIRONMENT.
WHEREAS, on June 24, 2019, the City Council adopted Ordinance #03—2019that added Chapter 5.36 to the Sonoma MunicipalCode permitting and regulating commercial cannabis businesses in the city; and WHEREAS, on June 30, 2019, the City Council adopted Ordinance #04-2019 that made changes to the Development Code (Title 19) to allow commercial cannabis businesses uses within specified zoning districts within the City; and
WHEREAS, on December 16, 2019, the City Council adopted Administrative Regulations for Commercial Cannabis Businesses (retail and non—storefrontretail business) and application procedures & guidelines for a commercial cannabis retail business (1 — retail and 1- non-store front); and
WHEREAS, on January 3, 2020 the City opened a Request For Proposals (RFP) process which later closed on February 21, 2020; and
WHEREAS, the City received proposals from ten proposers from the RFP process which were reviewed by the Project Review Committee (PRC) on April 28”‘and 29”‘,2020; and WHEREAS, the top five proposers were presented as “Finalists” by the City Manager to the City Council on May 27"‘;and
WHEREAS, On June 8, 2020, the City Council selected two of its five “Finalist” proposers that itwished to progress to the next part of the evaluation process to operate a store-front retail commercial cannabis business in the City; and
WHEREAS, those two remaining proposers were Matanzas, dba “Justice Grown” and SOPARC, dba as “SPARC”; and
WHEREAS, on August 17, 2020, the City Council held a public meeting to consider the merits of both proposers and directed staff to return to the Council with a resolution of approval that memorializes the City Counci|’s decision to award a Conditional Certificate to SPARC; and WHEREAS, on September 9, 2020, a proposed Resolution to award the I
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Conditional Certificate was considered by the City Council. SPARC had requested a continuance to review insurance and indemnification parameters further. The Council reviewed the draft resolutions and gave direction regarding the Community Benefit Program and the Compassion Program and continued the item for further staff work; and WHEREAS, on October 5, 2020, a proposed Resolution to award a Conditional Certificate to SPARC was considered by the City Council which did not receive a majority vote in order for itto be adopted; and
WHEREAS, in accordance with its own procedures for placing items on an agenda, on November 16, 2020, the City Council voted affirmatively to direct staff to place a proposed Resolution to award the Conditional Certificate to SOPARC on a future agenda;and
WHEREAS, whenever and wherever this Resolution and/or its Conditions of Ap— proval (ExhibitA attached hereto) refer to “SPARC’s Proposal”, this means the entirety of its Proposal as originally submitted on February 21, 2020, and later amended on May 27”‘,2020, by SPARC (which said Proposal and amendment are permanently maintained in the Planning and Community Services Department files located at City Hall at 1 The Plaza, Sonoma, CA); and
WHEREAS, the Record of Proceedings (“Record”) upon which the City Council bases its decision regarding SPARC’s Proposal includes, but is not limitedto: (1) all staff reports, City files and records and other documents prepared for and/or submitted to the City Council and the City relating to the Proposal, (2) the evidence, facts, findings and other determinations set forth in this resolution, (3) the City of Sonoma’s General Plan and the Sonoma Municipal Code, (4) all applications, designs, plans, studies, data and correspondence submitted by the proposer in connection with its Proposal, (5) all documentary and oral evidence received at public hearing or submitted to the City relating to the proposal, and (6) all other matters of common knowledge to the City Council including, but not limited to, City, state and federal laws, policies, rules regulations, reports, records and projections related to development within the City and its surrounding areas.
NOW, THEREFORE, the City Council of the City of Sonoma resolves and finds as follows:
Section 1. Findings and Purpose
1. That the above recitals are found to be true and constitute part of the findings upon which this Resolution is based.
2. The Proposal dated February 21,2020 and submitted by SPARC, and as amended on May 27”‘,2020, both meet or exceed all of the requirements of Section 5.36 and Title 19 of the Sonoma Municipal Code (SMC) and of the RFP.
Findings of Fact: That the City’s Proposal Review Committee (PRC) carefully examined t
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SPARC’s Proposal (along with those of other Proposers), interviewed the candidate team and assigned scores to its Proposal. In doing so, the PRC gave particular consideration to the capacity, capitalization, proposed security systems and history of the Proposer and the Proposers’ principals, aswell as the community benefits offered by each proposed commercial cannabis business, along with otherfactors determined significant to the PRC in promoting the public’s health, safety and welfare. In addition, after analyzing each of the Proposals in such a manner, the PRC awarded SPARC 97.44% for its retail store front Proposal. The Council concurs in PRC’s assessment and findings in this regard, and adopts them as its own and the City Council hereby finds SPARC well qualified based upon the details of SPARC’s Proposal, including, but not limited to the following:
A.
B.
SPARC’s Proposal offer’s excellent security.
The proposed Premises is located in a commercial zoning district along a major State designated arterial transportation corridor.
. The proposed Premises is located outside of the buffer areas identified in the City’s Municipal Code within which commercial cannabis operations are prohibited. . SPARC represents that itiintends to hire locally, if possible.
SPARC appears to be well funded with sufficient capital to begin and continue operations, including cost of lease, tenant improvement costs, costs of all related licensing and permitting fees, costs of initialsupplies, equipment and merchandise for said period.
SPARC has an experienced team and a we|l—considered and documented business plan that appear to be potentially successful with an identified supply line. . SPARC’s Proposal includes written endorsements from J. Luis Correa, member of Congress, Shirlee Zane, member of the Sonoma County Board of Supervisors, Mary Favaro, Executive Director of the Sonoma Valley Education Foundation, Juan Hernandez, Executive Director of the La Luz Center and Raissa de la Rosa, Economic Development Division Director of the City of Santa Rosa. . SPARC’s Proposal’s security and safety plans meet the requirements of the Sonoma Municipal Code. The proposed Premises include a customized odor mitigation plan, with security cameras, inside and outside that will be monitored by SPARC’s individual professional monitoring services and may be shared with the Police Department.
3. SPARC’s Proposal includes the following community benefits:
i. Annually, SPARC will provide 5% of profits, or a minimum of $20,000, i
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whichever is greater, to provide assistance to the Sonoma Valley Educational Foundation (SVEF) in addressing mental health and trauma issues and La Luz Center, in amounts as determined by SPARC; and ii. SPARC willadd to its current “compassion program” giving up to $4,000 a month worth of free product to those most in need of cannabis and cannabis products for medicinal purposes to residents of the City of Sonoma and immediate surroundings; and
iii. SPARC willpartner with the Sweetleaf Collective, a charity organization that has been providing free medical cannabis to HIV/AIDSand Cancer patients in the Bay Area since 1996 and willsell Sweetleaf Collective’s accessories in SPARC’s store in addition to identifying residents of Sonoma and the immediate surroundings who are eligible to participate in the program.
iv. ' SPARC willpay above the “livingwage” as defined by the City. v. SPARC willachieve a minimum of 80% for the hiring of locals. vi. SPARC willprovide a Labor Peace Agreement (LPA) that includes cardcheck neutrality.
4. Given the safety and security measures described in SPARC’s Proposal, including, but not limitedto, those as set forth above, the City Council finds and determines that SPARC’s proposed business at the Premises is appropriate and meets all the relevant standards set forth in Ordinances No. 03-2019 and No. 04-2019.
Section 2. CEQA
The City Council hereby finds that awarding this Conditional Certificate is not a project subject to CEQA because such an award does not entitle SPARC to any specific use or to establish or operate anything and thus, the award will not make a direct or indirect change on the physical environment. Notwithstanding the above, in the event that the award of the Conditional Certificate were determined to be a “project” pursuant to CEQA, the City Council hereby finds such to be categorically exempt from the requirements of CEQA pursuant to CEQA Guidelines, Sections 15061(b)(3), 15303 and 15332 based upon the following facts:
Findings of Fact: The proposed project is the establishment of a storefront retail commercial cannabis business within an existing commercial structure, which had been recently used as a restaurant. The new use willnot involve the use of significant amounts of haz~ ardous substances. The structure is less than 10,000 square feet in floor area on a site zoned for the proposed use. All necessary public services and facilities are already in place servicing the existing use. The site is located in an urban environment, immediately Agenda Item #6.3:
adjacent to a State highway and completely surrounded by existing urban uses and the surrounding area is not environmentally sensitive.
The proposed project is consistent with the applicable General Plan designation and all applicable General Plan policies as well as with applicable zoning designation and regulations as it is proposed for a retail use which is consistent with the Commercial General Plan Land Use Designation and is allowed by the Commercial zoning. The use is proposed for a site within city limits on a project site of no more than five acres substantially surrounded by urban uses. As the site is already completely surrounded by urban uses and currently already completely developed, the project site has no value as habitat for endangered, rare orthreatened species. There is no evidence in the record that replacing the prior restaurant use with the proposed retail use would result in any significant effects relating to traffic, noise, air quality, or water quality given that the site has been used for similar purposes in a commercial area. The site is already served by all required utilities and public services. The proposal includes a remodeling of the existing structure. The site is not listed as an historic resource and there are no historic resources adjacent thereto.
Based upon the above and the record as a whole it can be seen with certainty that that there is no possibility that the authorization granted hereby will have a significant effect on the environment.
NOW, BE IT FURTHER RESOLVED that based on the findings and facts set forth herein and the Record as a whole, the City Council hereby awards a Conditional Certificate to SOPARC, LLC entitling it to apply for a Commercial Cannabis Business Permit to establish a storefront retail cannabis business at the Premises, subject to: (1) the conditions specified hereinabove, (2) the promises and commitments SPARC made in its SPARC’s Proposal (attached as Exhibit B), and (3) the conditions of approval attached hereto as Exhibit A and incorporated herein by this reference. SPARC is now eligible to apply for and take the necessary steps specified in Ordinance No.03—2019required to obtain any planning entitlements, other required entitlements, licenses and building per~ mits necessary to construct, install and operate the specific Commercial Cannabis Business located at the Premises identified in SPARC’s Proposal. These steps include any required environmental review pursuant to the California Environmental Quality Act (CEQA).
NOW, BE ITFURTHER RESOLVED that unless a shorter limitationperiod applies, the time withinwhich judicial review of the decision memorialized inthis Resolution must be brought is governed by California Code of Civil Procedure, Section 1094.6.
********‘k*
I HEREBY CERTIFY that the foregoing is a true and correct copy of a resolution duly Agenda Item #6.3:
adopted by the City Council of the City of Sonoma at a regular meeting of said Council held on the 14”‘day of December, 2020, by the following vote:
AYES: AGRIMONTI, HARRINGTON, HUNDLEY, HARVEY
NOESI
ABSENT: M ABSTAIN: DING
Eoga ey,
eekah Barr, MMC
City Clerk
Agenda Item #6.3:
2. SPARC shall comply with (i) all of the provisions set forth in Sonoma Municipal Code
EXHIBITA
CONDITIONS OF APPROVAL
Conditional Certificate for SPARC
1. This Conditional Certificate (“Certificate”) allows SOPARC, LLC., (SPARC) to apply for a Commercial Cannabis Business Permit (“CCBP”)to establish a retail store-front cannabis business at 19315—CA12in the City as shown on the site plan submitted to the City on July 23, 2020 and attached hereto as ExhibitB.This Conditional Certificate is valid only at the Premises described herein and is awarded only to the business Owners as specified in SPARC’s Proposal.
(“SMC”)Chapter 5.36 and Title 19 applicable to a store-front Retail Commercial Can~ nabis business, as the case may be (ii) any and all applicable rules and regulations at any time promulgated by the City Manager pursuant to said Chapter, (iii)any and all amendments to said Chapter; (iv) any and all ordinances, rules and policies adopted by the City which are made applicable to all store-front Retail Commercial Cannabis businesses operating within the jurisdictional boundaries of the City and (v) any and all laws and regulations of the State of California applicable to SPARC’s store-front Commercial Cannabis Retail business. In the event of any conflict between said provisions, rules, regulations, policies, ordinances, laws and/or requirements, the more stringent or strict shall apply.
3. SPARC shall abide by, honor, adhere to, perform, implement and carry out all the representations, statements, promises, statements of plans and intentions, assurances, descriptions, conditions, and terms, as the case may be, set forth in SPARC’s Proposal, including, but not limited to, the following:
i) Annually, SPARC shall provide 5% of its profits or $20,000, whichever is greater, for assistance to the Sonoma Valley Educational Foundation (SVEF) in addressing mental health and trauma issues and La Luz Center, in amounts to each non—profitorganization as determined by SPARC. In the event that either or both of said non—profitorganizations ceases to exist or no longer provides the services which SPARC wishes to financially support, SPARC shall select a replacement non—profitorganization to which SPARC shall provide the funding described above. SPARC’s selection of a replacement non—profitorganization under these circumstances shall be subject to City Council approval. SPARC shall deliver to the City an annual, written report on the amount of money SPARC has donated pursuant to this section 3(i), the recipient of same and the manner in which the money was intended to be spent by the recipient. Said obligation, its details, the definition of “prof~ its” and the manner in which SPARC discharges said obligation and verifies it Agenda Item #6.3:
ii)
is discharging said obligation shall be memorialized in a written agreement with the City subject to the City Council’s approval; and SPARC willadd to its current “compassion program” giving no less than $4,000 a month or $48,000 a year worth of free cannabis and cannabis products to those most in need of medicinal assistance residing in the City of Sonoma or in the immediate surroundings, recognizing that only those per— sons with a medical recommendation and/or a valid identification card are entitled to such free cannabis and cannabis products and that developing a sufficient number of clients possessing such documentation in order to meet the $4,000 minimum specified above may take a period of time. Said obligation, its details and the manner in which SPARC discharges said obligation and verifies it is discharging said obligation shall be memorialized in a written agreement with the City subject to the City Council’s approval; and SPARC will partner with the Sweetleaf Collective, a charity organization that has been providing free medical cannabis to HIV/AIDSand Cancer patients in the Bay Area since 1996 and SPARC willsell Sweetleaf Collective’s accessories in the store on the Premises in addition to identifyingresidents of Sonoma and the immediate surroundings who are eligible to participate in the program.
Said obligation, its details and the manner in which SPARC discharges said obligation and verifies it is discharging said obligation shall be memorialized in a written agreement with the City subject to the City Council’s approval; and SPARC shall pay its employees a wage above the “livingwage” as defined in the Sonoma Municipal Code. Said obligation, its details and the manner in which SPARC discharges said obligation and verifies it is discharging said obligation shall be memorialized in a written agreement with the City subject to the City Council’s approval; and
SPARC will hire employees 80% of whom shall reside within the Sonoma Valley which is defined to include the area bounded on the south by San Pablo Bay, on the west by Sonoma Mountain, on the east by the Mayacamas Mountains and on the north by the southern and eastern boundaries of the City of Santa Rosa. Said obligation, its details and the manner in which SPARC dis~ charges said obligation and verifies it is discharging said obligation shall be memorialized in a written agreement with the City subject to the City Council’s approval; and
SPARC willprovide a Labor Peace Agreement (LPA) that includes card—check neutrality. Said obligation, its details and the manner in which SPARC discharges said obligation and verifies it is discharging said obligation shall be memorialized in a written agreement with the City subject to the City Council’s approval.
Agenda Item #6.3:
. Should any conflicts exist between SPARC’s Proposal and the laws, rules, policies and/or regulations described in Condition #2, above, the more stringent provision shall apply.
. The Conditional Certificate is valid for one year and expires October 5, 2021. Extensions of this time period beyond said time and date may be granted on a case—by—case basis by the City Manager, consistent with the limitations set forth in Ordinance No. 03-2019 (the “Ordinance”).
. This Conditional Certificate allows SPARC, to apply for and take the necessary steps to obtain a CCBP, including applying for and obtaining any planning entitlements, other required entitlements, licenses and building permits necessary to construct, install and operate its Commercial Cannabis Business (as described in SPARC’s Pro— posal) at the Premises. This includes any required environmental review pursuant to the California Environmental Quality Act, (“CEQA”).
. Prior to receiving a CCBP, SPARC shall be required to sign an Agreement with the City, which at a minimum shall (i) include all of the conditions of approval that may be imposed upon the issuance by the City of any discretionary and ministerial approval or permit required for SPARC to be issued a CCBP and (ii) memorialize all of the requirements stipulated in these conditions of approval, including but not limited to those set forth in this paragraph 7. Notwithstanding said Agreement, the provisions of SPARC’s Proposal and the Conditions of Approval as set forth herein shall remain applicable and be fully enforceable through the City’s police power. In the event SPARC’s operations deviate from SPARC’s Proposal in any way, violate these conditions of approval, result in a public or private nuisance, or are otherwise inconsistent with any federal, state or local, law, rule or regulation, the City shall have all remedies available, in law or in equity to enforce the terms of said SPARC’s Proposal, conditions, laws, rules and regulations:
A. Fees
1. Ministerial Fees:
SPARC shall pay to City (i)those processing, inspection, plan checking, enforcement and monitoring fees and charges required by City which are in force and effect at the time those fees and charges are incurred (including any increases in such fees and charges) and (ii)all costs and expenses incurred by City (including recording fees, publishing fees, noticing costs, staff time (at the fully burdened ’ rate), consultant and attorney fees and costs) for (a) processing applications (in~ cluding the application for the CCBP) and requests for building permits, inspections, other permits, approvals and actions, estoppel certificates, (b) monitoring compliance with or enforcing any permits or licenses issued or approvals granted to SPARC, (c) conducting any reviews required under Ordinances No’s 03-2019 and 04-2019, underthe conditions of approval imposed by the City on the awarding Agenda Item #6.3:
of this Conditional Certificate or under any other approval pertinent to SPARC’s store~front retail business, (d) conducting audits, and/or (e) monitoring the performance of any conditions. SPARC shall be required to pay a deposit in an amount set forth in the Agreement, against which the City’s charges and costs shall be credited, with an associated obligation to replenish the deposit failing which SPARC shall be subject to various consequences specified in the Agreement.
2. Community Benefits:
In consideration of the benefits and entitlements conferred upon SPARC by virtue of the instant CC being awarded to it, and in the event that SPARC is issued a CCBP to establish and operate its store—frontretail business, SPARC shall make and SPARC has voluntarily offered and agreed to make the following contributions and/or perform the following tasks:
i) Reporting.
SPARC shall prepare and submit to the City annual reports showing all gross revenue and profits of its retail store—frontbusiness and the method of its community benefits distribution to the Sonoma Valley Education Foundation and the La Luz Center. ii) Establishment of a future Permanent cannabis tax
Any subsequently enacted city—widetaxes applicable to SPARC’s Commercial Cannabis Business shall be a liabilityowed and payable by SPARC.
Performance and Operating Requirements.
Among all other applicable provisions of the City’s Municipal Code, SPARC shall comply with all performance standards contained in Section 5.36 and Title 19 of the Sonoma Municipal Code and applicable California law.
Insurance
SPARC shall procure and maintain for the duration of the CC and resulting CCBP insurance against claims for injuries to persons or damages to property, which covers SPARC, their agents, representatives, employees or subcontractors.
MINIMUMSCOPE AND LIMITOF INSURANCE
Coverage shall be at least as broad as the following, or as approved by City Staff:
1. Commercial General Liability(CGL): Insurance Services Office Form CG0002~ 1207 covering CGL on a “claims made” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. lfa general aggregate 10 Agenda Item #6.3:
limit applies, either the general aggregate limitshall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limitshall be twice the required occurrence limit.SOPARC shall ensure that such coverage remains in effect for the duration of the CCBP.
2. Automobile Liability: ISO Form Number CA 00 01 or similar coverage as approved by City Staff covering any auto (Code 1), or if SPARC has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limitof no less than $1,000,000 per accident for bodily injury or disease.
SPARC shall provide the City with the City required insurance documents, including certificates, declaration pages, and endorsements as required by the City’s Use Permit and/or CCBP. SPARC shall be required to follow each and every insurance requirement as required herein and by the City’s Use Permit and/or CCBP.
Full indemnification of the City.
1. SPARC and its members (personally) (collectively referred to herein as “”SPARC”)shall:
i. indemnify, defend (at SPARC’s sole cost and expense), and hold the City of Sonoma, and its officers, officials, employees, attorneys, representatives, and agents (“City lndemnitees”) harmless, from any and all claims, actions, proceedings, losses, damages, injuries, expenses (including attorney’s and expert witness’ fees) losses and liabilities of any kind (“Actions”)which arise out of, or which are in any way related to, the City’s awarding the CC to SPARC, the City's issuance of the Commercial Cannabis Business Permit to SPARC, the City ‘s decision to approve the operation of SPARC’s Commercial Cannabis Business or activity, the process used by the City in making its decisions, the alleged violation of any federal, state or local laws by SPARC’s Commercial Cannabis Business or any of its Owners, members, officers, employees or agents, and/or SPARC’s Commercial Cannabis Business‘ operations, acts and/or omissions, including, but not limited to, Actions to attack, set aside, void or annul the decisions described herein. This indemnification shall include damages or fees awarded against the City, it any, costs of suit, attorney's fees, and other costs and expenses incurred in connection with such Action whether incurred by SPARC, the City, and/orparties initiating or bringing such action.
ii. Reimburse the City of Sonoma for all costs and expenses, including but not limited to legal fees and costs and court costs, which the City of Sonoma may be required to pay as a result of any Action related to the City's approval of SPARC’s and/or its Owner's Commercial Cannabis Business Permit, or related to any of the 11 Agenda Item #6.3:
City's approvals pertinent to SPARC’s Commercial Cannabis Activities, including but not limited to SPARC’s delivery services. SPARC shall reimburse the City for said costs and fees within 30 days of receiving an invoice therefor. Unpaid balances shall accrue interest at the rate of 10% per annuum until fully paid. The City may require SPARC to pay and replenish a deposit to cover the said City costs in advance of said costs actually being incurred.
iii.SPARC, shall defend, indemnify, and hold harmless the City lndemnitees for all costs incurred in additional investigation of or study of, or for supplementing, preparing, redrafting, revising, or amending any document, ifmade necessary by said Action.
iv. in the event that an Action described above is brought, the City shall promptly notify SPARC of the existence of the Action and the City will cooperate in the defense of such Action, or proceeding. Nothing herein shall prohibit the City from participating in the defense of any Action and the City shall retain the right to (i) approve the counsel to so defend the City, (ii) approve all significant decisions concerning the manner in which the defense is conducted, and (iii) approve any and all settlements, which approval shall not be unreasonably withheld. The City shall also have the right not to participate in said defense, except that the City agrees to cooperate with SPARC in the defense of said Action. ifthe City chooses to have counsel of its own to defend any claim, action, or proceeding where SPARC has already retained counsel to defend the City in such matters, the fees and expenses of the counsel selected by the City shall be paid by SPARC. Notwithstanding the immediately preceding sentence, any fees incurred by the City for the City Attorney or city staff in prosecuting or assisting in said defense shall be reimbursed to the City by SPARC.
v. SPARC indemnifies the City for all the City's costs, fees, and damages which the City incurs if it prevails in enforcing the above indemnification provisions. 12 1l
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Agenda Item #6.3:
City of Sonoma
Agenda Item Summary
Meeting: City Council - 15 Jun 2022
Department
Administration
Staff Contact
Sue Casey, Interim City Manager
Agenda Item Title
Consideration, Discussion, and Possible Action Regarding Reinstating Hybrid Meetings Summary
On April 1, 2022 the City Council returned to in-person meetings only, discontinuing virtual public participation. There has been some interest by members of the Council and members of the Public to reinstate the virtual format.
Staff is bringing this item forward to allow for Council discussion and direction.
Technology in the Council Chambers has been upgraded to allow for a somewhat seamless hybrid meeting, though conducting a meeting in a hybrid format does require two staff members to manage the meeting - one to clerk the meeting, and one to monitor and process the ZOOM participation.
Recommended Council Action
Council discretion.
Alternative Actions
Council discretion.
Financial Impact
Returning to a hybrid format meeting, may increase salary costs for the additional hours worked.
Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Alignment with Council Goals:
Not Applicable
Compliance with Climate Action 2020 Target Goals:
CC:
Agenda Item #6.4:
n/a
Agenda Item #6.4: