Resolution No. ___
Engineering and Public Works Conditions
The following comments are from the City of Woodland Engineering Division and Public Works Department and are applicable to the referenced project:
General Conditions
36. Install sewer cleanout on existing sewer lateral located on E. Gum Avenue.
37. Install backflow protection devices on existing water service located on E. Gum Avenue for the property. Backflow devices shall be tested by a City-approved tester and results provided to the Public Works Department prior to occupancy.
RESOLUTION NO. _____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WOODLAND APPROVING AND AUTHORIZING THE CITY MANAGER
TO EXECUTE AN OPERATING AGREEMENT WITH
EMBARC WOODLAND, FOR A CANNABIS RETAIL FACILITY LOCATED AT 825 EAST STREET, STE. 102 AND 103, WOODLAND, CA 95776 WHEREAS, the applicant, Embarc Woodland, submitted a Conditional Use Permit application to operate a Retail Cannabis Facility (“Cannabis Business”) in a commercial tenant space of 2,830 square feet in an existing shopping center located at 825 East Street, Ste. 102 and 103 (“Subject Property”) and with hours of operation of Monday – Sunday 9 am – 9 pm; and WHEREAS, the City Council, following a Planning Commission recommendation to approve the use, approved granting a Conditional Use Permit to the Cannabis Business to conduct commercial cannabis activities at the Subject Property, subject to conditions of approval and contingent on issuance of a cannabis business permit, state license(s) and execution of an Operating Agreement; and
WHEREAS, Woodland Municipal Code Chapter 5.28 provides that the City shall enter into an Operating Agreement and Indemnification, in conjunction with the issuance of a Cannabis Business Permit, in which the Cannabis Business agrees to abide by the requirements of the Municipal Code and any other operating terms and conditions as mutually agreed by the parties; and
WHEREAS, the City Council of the City of Woodland has determined that there may be both community benefit and potential adverse impacts that may result from the operation of cannabis businesses in the City, and therefore desires to ensure all such impacts are adequately mitigated and offset through the requirement for community benefits the businesses provide to the City and its residents; and
WHEREAS, the Cannabis Business and the City have mutually agreed to certain minimum payments or actions to the City of Woodland to provide for community support projects, programs, and other services and activities that will positively contribute to the community and minimize any adverse impacts or increases in need for services caused by the operation of the Cannabis Business in the community; and
WHEREAS, the proposed Operating Agreement additionally addresses other mutually agreeable terms and conditions regarding operation of the Cannabis Business, including minimum insurance requirements, security procedures, and indemnification.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Woodland as follows:
SECTION 1.The City Council adopts the findings above as true and correct.
SECTION 2.The City Council hereby approves of an Operating Agreement between the City and Embarc Woodland generally consistent with the terms and conditions provided in the Operating Agreement attached hereto as Attachment 1.
SECTION 3.The City Manager, or his or her designee, is authorized to execute an Operating Agreement in substantially the form provided in Attachment 1, subject to any minor, technical, non-substantive or necessary changes approved by the City Attorney, and any other supporting documents necessary to execute the Operating Agreement. The City Attorney is hereby authorized to make clarifying and confirming changes to the Agreement, provided the total payment amount under the Agreement does not change.
SECTION 4.The Operating Agreement shall be executed prior to issuance of a Cannabis Business Permit.
PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Woodland at a regular meeting held on the 4th day of February 2025, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Rich Lansburgh, Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ _________________________________ Sarah Lansburgh, CMC, City Clerk Ethan Walsh, City Attorney
3 EXHIBIT A
OPERATING AGREEMENT FOR A CANNABIS RETAIL BUSINESS AND
PRELIMINARY CANNABIS BUSINESS PERMIT
LOCATED IN THE CITY OF WOODLAND
EMBARC WOODLAND
825 EAST STREET, SUITES 102-103, WOODLAND, CA 95776
This Operating Agreement for a Cannabis Business (hereinafter “Agreement”), dated , 2024, (“Effective Date”), is entered into by and between the City of Woodland (the “City”), a California municipal corporation, and Embarc Woodland, a cannabis retail facility (“Cannabis Business”). The City and Cannabis Business may be referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, On June 21, 2022, the City Council of the City of Woodland approved Ordinance Nos. 1685 and 1686 to allow consideration for up to four retail cannabis businesses within the City of Woodland.
WHEREAS, on February 27, 2023, the City of Woodland opened a competitive application review process for preliminary cannabis business permit applications, which closed on April 5, 2023. A total of 12 Preliminary Cannabis Business Permit applications were received.
WHEREAS, after conducting a complete, thorough, and objective review in consideration of all applications, the four top scoring applications were selected to continue through the final application review process, including the approval of an operating agreement to memorialize the requirements as provided for in the regulations governing commercial cannabis retail permits, Chapter 17..84.120 and 5.28 of the Woodland Municipal code, as well as statements and agreements provided in the application materials and as part of the interview process; and WHEREAS, the Proposal Review Committee ranked Embarc Woodland as 5 out of 12, with a score of 92.13%, and as the fifth-ranking applicant in that process, Embarc Woodland’s application has been invited to advance to the next stage of review due to the recent withdrawal of an application by one of the top four selected applicants; and WHEREAS, Cannabis Business has applied for and received a Conditional Use Permit concurrently with the approval of this Agreement for the operation of a retail cannabis business at 825 East Street, Suite 102-103, Woodland California, as more specifically described in Exhibit “A”, attached hereto and incorporated herein by this reference (the “Subject Property”).
WHEREAS, Section 5.28.180(A)(9) of the Woodland Municipal Code provides that the City shall enter into an Operating Agreement and Indemnification, in conjunction with the issuance of a Cannabis Business Permit, in which the Cannabis Business agrees to abide by the requirements of the Municipal Code and any other operating terms and conditions as mutually agreed by the parties; and
4 WHEREAS, the City Council of the City of Woodland has determined that there may be both community benefit and potential adverse impacts that may result from the operation of cannabis businesses in the City, and therefore desires to ensure all such impacts are adequately mitigated and offset through the requirement for community benefits the businesses provide to the City and its residents; and
WHEREAS, the Cannabis Business and the City have mutually agreed to certain minimum payments or actions to the City of Woodland to provide for community support projects, programs, and other services and activities that will positively contribute to the community and minimize any adverse impacts or increases in need for services caused by the operation of the Cannabis Business in the community.
NOW, THEREFORE, in consideration of the mutual promises, conditions, and covenants set forth herein, the Parties agree as follows:
AGREEMENT
1. Incorporation of Recitals. The Recitals, and all defined terms set forth in this Agreement, are hereby incorporated into this Agreement as if set forth herein in full.
2. Definitions. The following terms shall have the following meanings for purposes of this Agreement, but other terms may be defined elsewhere in this Agreement.
A. “Assignment” means: (i) a sale, exchange or other transfer of this Agreement, the Cannabis Business’s rights hereunder, or substantially all of the Cannabis Business’s assets dedicated to operation of the retail cannabis business under this Agreement to a third party; (ii) a sale, exchange or other transfer of thirty (30) percent or more of the outstanding common stock of the Cannabis Business; (iii) any reorganization, consolidation, merger re-capitalization, stock issuance or re-issuance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction to which Cannabis Business or any of its shareholders is a party which results in a change of ownership or control of thirty (30) percent or more of the value or voting rights in the stock of Cannabis Business; and (iv) any combination of the foregoing (whether or not in related or contemporaneous transactions) which has the effect of any such transfer or change of ownership, provided that the effect of such occurrence is to change control of Company or responsibility for this Agreement to an entity that is not controlled by Company’s ultimate parent entity (as defined on the Effective Date of this Agreement in 16 CFR § 801.1(a)(3)).
B. “Cannabis business permit” means the regulatory permit issued by the City to the Cannabis Business pursuant to the provisions of Chapter 5.28 of the Woodland Municipal Code.
C. Cannabis retailer” means a premises permanently located in the City licensed by the State of California pursuant to the Medicinal and Adult-Use Cannabis Regulation and Safety Act, California Business and Professions Code Section 26000 et seq., as may be amended, where cannabis is provided for retail sale to consumers, including an establishment that delivers cannabis as part of a retail sale, as permitted by Chapter 17.84.120 of the Woodland Municipal Code.
5 D. “City” means the City of Woodland.
E. “City Permits” means all building permits, conditional use permits, zoning amendments, operating agreements, and other permits, including the Cannabis Business Permit, licenses, entitlements, and agreements that the City, acting in its governmental capacity, must issue or approve for the Cannabis Business to operate in accordance with this Agreement.
F. “Commencement Date” means the date that all of the following have occurred: (1) the City has issued all necessary City Permits; (2) the Cannabis Business has obtained all necessary State Licenses to operate; and (3) the Cannabis Business has obtained a certificate of occupancy.
G. “Community Development Director” means the Community Development Director and his or her designee.
H. “Conditional Use Permit” means the conditional use permit issued by the City to the Cannabis Business pursuant to Chapter 17.100.100 of the Woodland Municipal Code.
I. “Effective Date” means the date first entered above as the Effective Date that both Parties have signed this Agreement.
J. “Gross Receipts” means the total amount actually received or receivable from sales and the total amounts actually received or receivable for the performance of any act or service, of whatever nature it may be, for which a charge is made or credit allowed, whether or not such act or service is done as a part of or in connection with the sale of materials, goods, wares or merchandise. Included in “gross receipts” shall be all receipts, cash, credits and property of any kind or nature, without any deduction therefrom on account of the cost of the property sold, all cost of materials used, labor or service costs, interest paid or losses or other expenses. The following shall not be included in the definition of “Gross Receipts: (1) Cash discounts allowed and taken on sales; (2) Such part of the sale price of property returned by purchasers upon rescission of the contract of sale as is refunded either in cash or by credit; and (3) Receipts of refundable deposits, except that refundable deposits forfeited and taken into income of the business shall not be excluded.
K. “Manager” means a person with responsibility and authority over the establishment, management, supervision, or oversight of the operation of the Cannabis Business.
L. “State License” means all licenses required to be issued by the State of California for operation of the Cannabis Business pursuant to Division 10 of the Business and Professions Code and applicable state regulations, including Division 42 of Title 16, Division 8 of Title 3, and Division 1 of Title 17 of the California Code of Regulations, as those provisions may be amended.
M. “Subject Property” means that certain property located at 825 East Street, Suites 102- 103 Woodland California, as more specifically described in Exhibit “A”, attached
6 hereto an incorporated herein by this reference, which is the location of the Cannabis Business’s retail cannabis business.
N. “Term” means the period of time this Agreement is in effect, and any renewal periods, as specified in Section 3.
3. Term of Agreement. The Term of this Agreement shall commence on the Effective Date and continue for a period of two (2) years therefrom (“Initial Term”), unless earlier terminated as specified in this Agreement. Prior to the expiration of the Initial Term and any subsequent Renewal Period, the Parties may mutually agree to extend the Term of this Agreement for up to two (2) additional two-year (2-year) terms to run consecutively (each a “Renewal Period”).
4. General Terms and Conditions. The Cannabis Business shall comply with all of the following terms and conditions for the Term of this Agreement:
A. This Agreement is only valid for the Cannabis Business at the Subject Property identified in this Agreement. An assignment of this Agreement or any interest herein by the Cannabis Business is not permitted unless consented to in advance in writing by the City, which consent may be conditioned, granted or withheld in City’s sole and absolute discretion.
B. The applicant shall apply for and receive approval for a final Cannabis Business Permit and all other required City permits, such as building permits, including receipt of a Certificate of Occupancy, prior to commencement of operations. i. Submission of Complete Tenant Improvement Plans: The applicant shall submit a complete submittal to the City Building Division for all applicable tenant improvements within three (3) months following the Effective Date of this agreement. The submission must include all necessary documentation, plans, and approvals required by the City to ensure compliance with applicable codes and regulations.
ii. Commencement of Construction: All construction related to the applicable building permits must commence within six (6) months of the Effective Date of this agreement. Failure to meet these timelines will result in the termination of the Operating Agreement.
C. Any conditions placed on the Cannabis Business Permit and the Conditional Use Permit are hereby incorporated as conditions of this Agreement. Violations of the Cannabis Business Permit, the Conditional Use Permit and/or applicable State Licenses shall be deemed violations of this Agreement and shall constitute a material breach of this Agreement.
D. The applicant shall commence operation of the cannabis business within 12 months of the approval date of the CUP consistent with Section 17.96.130 of the Woodland Municipal Code, or the City will withdraw the preliminary business permit award and this agreement shall be null and void.
7 E. The Cannabis Business shall obtain and maintain at all times a valid Cannabis Business Permit, Conditional Use Permit, and applicable State License(s) prior to and during operation of the Cannabis Business.
i. As soon as practicable, the Cannabis Business shall inform the City when it obtains its necessary State License(s), and shall provide a copy of the State License(s) to the Community Development Director. The City shall cooperate with the Cannabis Business as appropriate and as needed to facilitate the State’s issuance of a State License(s) to the Cannabis Business. ii. The City shall diligently process the Cannabis Business’s applications for all City Permits. This Agreement does not commit the City in advance to approve the City Permits; nor does this Agreement constrain the City’s discretion to determine compliance with all requirements regarding issuance of any City Permits. Nothing in this Agreement relieves the Cannabis Business of the obligation to comply with all requirements and application procedures set forth in Chapter 5.28 and Section 17.84.120 of the Woodland Municipal Code.
F. The Cannabis Business understands, acknowledges and agrees to comply with all applicable then-existing state and local laws and regulations applicable to operation of the Cannabis Business, including Chapter 5.28 of the Woodland Municipal Code.
5. Operational Requirements. In addition to all operating requirements set forth in Article IV of Chapter 5.28 of the Woodland Municipal Code, the Cannabis Business shall comply with the following specific operational requirements:
A. The Cannabis Business shall immediately notify the City Police Department of any criminal activity, or suspected criminal activity, occurring at the Subject Property. In the event of any internal security system breach, including a faulty alarm system, broken or damaged surveillance cameras or other video recording equipment, or broken or damaged locks, doors, or lighting which may increase risk of criminal activity at the Subject Property, the Manager of the Cannabis Business shall notify the City Police Department as soon as practicable after becoming aware of the security system breach.
The Cannabis Business shall diligently attempt to fix or resolve any such security breach immediately; if circumstances require additional time and delay to remedy, the Cannabis Business shall so notify City police and provide an estimated timeline the breach will be cured.
B. If the Cannabis Business receives any criminal threats, or otherwise suspects any criminal targeting related to movement of product or cash from or to the Subject Property, the Cannabis Business shall immediately notify the City Police Department.
C. The City’s Chief of Police, or his or her designee, may perform site inspections of the Cannabis Business during hours of operation, upon reasonable notice. The scope of the inspection shall be to ensure compliance with all conditions on the Cannabis Business, including compliance with state rules and regulations, such as but not limited to, track and trace requirements, product storage, labeling, and disposal of product, as well as
8 accounting, ledgers for distribution, and other records and operating procedures. Upon reasonable notice by the City, the Cannabis Business shall provide proof, including through visual observation and confirmation by City staff, of any storage, disposal or distribution of product as may be necessary to ensure business compliance. Should the City discover any evidence of falsification of records or other practices inconsistent with City or State requirements, the Cannabis Business shall, upon written notice from the City, immediately cease and desist operations until such time that the issues have been resolved, to the satisfaction of the City, in accordance with state and local regulations.
6. Consideration. As consideration for the rights and benefits it enjoys under this Agreement, including its operation of approved cannabis uses in the City during the Term, the Cannabis Business shall do all of the following:
A. Tax Payment. The cannabis business shall pay the required ten (10%) percent tax as required per Woodland Municipal Code Chapter 3.36, Cannabis Business Tax. i. Monthly Payments shall be calculated per calendar month, due and payable on the 15th day of the subsequent calendar month in accordance with Woodland Municipal Code Section 3.36(B). By way of example only, a Monthly Payment for the month of September would be calculated from September 1 through September 30, due and payable on October 15. ii. If a Monthly Payment is not paid in full within fifteen (15) days after it is due and payable, penalties and interest shall accrue as set forth in Woodland Municipal Code Section 3.36.100.
iii. Monthly Payments shall be made to the City’s Finance Department. In the event the Cannabis Business intends to pay a Monthly Payment in cash in an amount that exceeds $5,000, the Cannabis Business shall notify the City in advance to make prior arrangements.
iv. Accompanying the Monthly Payment, the Cannabis Business shall deliver to the City a report (“the Monthly Report”) showing (1) Gross Receipts of the Cannabis Business for the immediate prior month; 2) a cumulative total of all amounts of Gross Receipts received by the Cannabis Business to date for the calendar year, (3) a calculation of the Monthly Payment currently due to the City; and (4) a calculation of the cumulative total of all Monthly Payments made to the City to date for the calendar year.
B. Community Benefits Plan. Pursuant to Section 5.28.180 (A)(6)(b), Exhibit “B” to this agreement, Community Benefit Plan, which is attached hereto and incorporated into this Agreement by this reference, describes the benefits the cannabis business has provided or will provide to the local community including direct aid, participation in, and commitment to funding the work of local nonprofits, community, civic, or social service based organizations, as well as the development of public outreach and education program related to risks of youth and drugs, and any other agreed upon
9 community benefit between the City and applicant. The Cannabis business shall comply with and implement that Community Benefit Plan as a requirement of this Agreement.
i. Each year, at the time of the annual Cannabis Business Permit review, the Cannabis business shall submit a Community Benefits Plan Summary Report in which all activities in support of local community organizations or events as outlined in the Community Benefit Plan (Exhibit “B”), including the Community Benefit Payment, shall be identified, including the community service hours provided by the cannabis business (inclusive of staff service volunteer hours) in the year, and the Cannabis Business shall provide to City or its designee all appropriate receipts, payment verification and any other documentation requested by City as deemed necessary by City in its discretion to verify the Cannabis business’s compliance with the Community Benefit Plan.
C. Social Policy and Local Enterprise Plan. Pursuant to Section 5.28.180(A)(6)(c), Exhibit “C” to this Agreement describes the Cannabis Business’s Social Policy and Local Enterprise Plan.
i. Each year, at the time of the annual Cannabis Business Permit review, the Cannabis Business shall submit an updated Social Responsibility and Local Enterprise Plan in which the employee benefits, workforce development actions, local hiring practices, and minimum employee wage paid are identified for the prior year.
i. Minimum agreed upon hourly wage (living wage). The Cannabis Business hereby agrees to provide a minimum hourly working wage in the amount of $20.50 in total compensation as stated in Embarc Woodland’s application or as otherwise provided in a bona fide Collective Bargaining Agreement, for remainder of the calendar year following the Effective Date of this Agreement. The wages for employees of the Cannabis Business shall increase at the same rate as the state minimum wage.
D. Cannabis Business agrees to abide by the requirements of Chapter 5.28 of the Woodland Municipal Code and any other operating terms and conditions as mutually agreed by the parties to ensure that the social policy and local enterprise plan commitments and community benefits derived from the proposed cannabis business adequately address potential adverse impacts stemming from the operation of the Cannabis Business.
E. Records. The Cannabis Business shall keep accurate and adequate records and documentation to reflect its monthly gross receipts and information concerning required payments. Pursuant to section 5.28.340 of the Woodland Municipal Code, the Cannabis Business shall maintain all such records for at least three (3) years,
10 and shall produce those records to the City within 24 hours after receipt of the City’s request.
7. Termination. The City and/or Cannabis Business may terminate this Agreement prior to expiration of the Term for the reasons and subject to the requirements set forth below. The Cannabis Business understands and acknowledges that the right to operate the Cannabis Business is expressly contingent on full execution of an Operating Agreement, as required by section
5.28.180(A)(9) of the Woodland Municipal Code. As such, termination of this Agreement shall result in the immediate termination of the Cannabis Business’s operations, unless and until a new Operating Agreement is executed by the Parties
A. City’s Termination Rights. Without prejudice to its other remedies at law or in equity, the City may terminate this Agreement, at any time and in its sole discretion, effective thirty (30) days after the City provides written notice of termination to the Cannabis Business, if any of the following circumstances occurs:
i. The Cannabis Business breaches its obligation to pay the Monthly Payments of the Cannabis business tax when due and fails to cure the breach within thirty (30) days after the City provides the Cannabis Business with a written notice of default.
ii. The Cannabis Business breaches its obligation to perform in accordance with any material provision of this Agreement, other than the obligation to pay the Monthly Payment, and: (A) does not cure the breach within thirty (30) days after the City provides the Cannabis Business with a written notice of breach or, if the breach cannot reasonably be cured within 30 days, (B) does not begin work to cure the breach within thirty (30) days after the City provides the Cannabis Business with a written notice of breach. The Parties may mutually agree in writing to extend the time period to cure the breach. The express designation in this Agreement of a provision as “material” does not imply that other provisions are not material.
iii. The Cannabis Business fails to obtain and maintain at all times prior to and during operation of the Cannabis Business a valid Cannabis Business Permit and State License(s) or violates any condition of approval of the Conditional Use Permit.
iv. The uses and business activities of the Cannabis Business are declared unlawful by order of Court or become illegal by operation of State law.
B. Cannabis Business’s Termination Rights. The Cannabis Business may, at any time and in its sole discretion, effective thirty (30) days after the Cannabis Business provides written notice of termination to the City, may terminate this Agreement if the Cannabis Business has permanently ceased operations, or intends to cease operations within thirty (30) days, in the City of Woodland.
8. Release & Indemnification. The Cannabis Business shall release and hold harmless the City, its agents, officers, elected officials, staff and employees (collectively, “City Parties”) from
11 any and all claims, injuries, damages, or liabilities of any kind arising from: (i) any repeal or amendment of Chapter 5.28 of the Woodland Municipal Code, or any provision of the Zoning Code relating to the Cannabis Business, and (ii) any arrest or prosecution of the Cannabis Business or its owners, Managers, staff, employees, or members for violation of state or federal laws. The Cannabis Business shall further defend, indemnify and hold harmless the City Parties from and against any and all claims or actions: (i) brought by adjacent or nearby property owners or any other parties for any damages, injuries, or other liabilities of any kind arising from or related to the Cannabis Business operations at the Subject Property, and (ii) brought by any party for any problems, injuries, damages, or other liabilities of any kind, including bodily injury, death or property damage, arising out of the distribution of cannabis or cannabis products at the Subject Property. The obligations in this Section 8 Release & Indemnification shall survive any expiration or termination of this Agreement.
9. Insurance.
A. Time for Compliance. The Cannabis Business shall not begin operations until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall constitute a material breach of this Agreement.
B. Types of Required Coverages. Without limiting the indemnity provisions of this Agreement, the Cannabis Business shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance:
i. Commercial General Liability. Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence.
Defense costs shall be paid in addition to the limits.
The policy shall contain no endorsements or provisions limiting coverage for (1) products and completed operations; (2) contractual liability; (3) third party action over claims; or (4) cross liability exclusion for claims or suits by one insured against another.
ii. Automobile Liability. Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident. iii. Workers’ Compensation. Workers’ Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
C. Endorsements.
12 i. The policy or policies of insurance required by this section for Commercial General Liability and Automobile Liability shall be endorsed to provide the following:
a. Additional Insured. The City’s indemnified parties shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Consultant; or (4) contain any other exclusions contrary to the Agreement.
b. Primary Insurance and Non-Contributing Insurance. This insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance.
c. Severability. In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom claim is or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby.
d. Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.
e. Duties. Any failure by the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the indemnified parties.
f. Applicability. That the coverage provided therein shall apply to the obligations assumed by the Cannabis Business under the indemnity provisions of this Agreement, unless the policy or policies contain a blanket form of contractual liability coverage.
ii. The policy or policies of insurance required by this section for Workers’ Compensation shall be endorsed, as follows:
a. Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City’s indemnified parties. b. Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced, or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except
13 ten (10) days prior written notice shall be allowed for non-payment of premium.
D. Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City’s indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
E. Evidence of Insurance. The Cannabis Business shall, concurrently with execution of this Agreement or as soon thereafter as may be authorized by the City, deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is canceled or reduced, the Cannabis Business shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
F. Failure to Maintain Coverage. The Cannabis Business agrees to suspend and cease all operations hereunder during such period of time if the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City.
G. Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
H. Insurance for Subcontractors. All subcontractors shall be included as additional insureds under the Cannabis Business’s policies, or the Cannabis Business shall be responsible for causing subcontractors to purchase the appropriate insurance in compliance with the terms of this Agreement, including adding the City as an Additional Insured.
10. Notice. Any notice or other communication provided pursuant to this Agreement must be in writing and shall be considered properly given and effective only when mailed or delivered in the manner provided by this Section 11 to the persons identified below. A mailed notice or other communication shall be considered given and effective on the third day after it is deposited in the United States Mail (certified mail and return receipt requested). A notice or other communication sent in any other manner will be effective or will be considered properly given when actually delivered. A Party may change its address for these purposes by giving written notice of the change to the other Party in the manner provided in this Section 11.
14 If to the City:
City of Woodland
City Manager’s Office
300 First Street
Woodland, California 95695
Attention: Ken Hiatt
If to Cannabis Business:
Embarc Woodland
440 N. Barranca Ave., #8433
Covina, CA 91723
Attention: Legal
11. Force Majeure.
A. “Force Majeure Event” means a cause of delay that is not the fault of the Party who is required to perform under this Agreement and is beyond that Party’s reasonable control, including the elements (such as floods, earthquakes, windstorms, and unusually severe weather), fire, energy shortages or rationing, riots, acts of terrorism, war or war-defense conditions, acts of any public enemy, epidemics, the actions or inactions of any governmental entity (excluding the City) or that entity’s agents, litigation, labor shortages (including shortages caused by strikes or walkouts), and materials shortages.
B. Except as otherwise expressly provided in this Agreement, if the performance of any act required by this Agreement to be performed by either the City or Cannabis Business is prevented or delayed because of a Force Majeure Event, then the time for performance shall be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused.
12. Waiver. A Party’s failure to insist on strict performance of this Agreement or to exercise any right or remedy upon the other Party’s breach of this Agreement shall not constitute a waiver of any performance, right, or remedy. A Party’s waiver of the other Party’s breach of any provision in this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or any other provision. A waiver is binding only if set forth in writing and signed by the waiving Party.
13. Relationship of Parties. This Agreement does not create any employment relationship, ownership interest, or other association between the City and Cannabis Business. Nothing herein shall be construed to create the relationship of principal and agent, partnership or other joint venture between the City and Cannabis Business.
14. Attorneys’ Fees. The Party prevailing in any litigation concerning this Agreement, the Subject Property, or the Cannabis Business operations, shall be entitled to an award by the court of reasonable attorneys’ fees and litigation costs. If the City is the prevailing party, then this Section shall apply whether the City is represented in the litigation by the designated City Attorney or by outside counsel.
15. Severability. If a court with jurisdiction finds any provision of this Agreement to be invalid, void, or unenforceable, then the remaining provisions shall remain in full force and effect, and to this end this Agreement shall be severable.
16. Counterparts. The parties may execute this Agreement in counterparts, each of which shall constitute an original, but all of which shall collectively constitute this same Agreement.
15 17. Integration and Modification. This Agreement sets forth the Parties’ entire understanding and agreement regarding the matters addressed herein. This Agreement supersedes all prior or contemporaneous agreements, representations, and negotiations (written, oral, express, or implied) and may be modified only by written agreement signed by both Parties. (Signature Page Follows)
IN WITNESS WHEREOF, the parties enter into this Agreement as of the date first set forth on this Agreement.
City of Woodland
By:
Ken Hiatt, City Manager
Dated: , 2025
Approved as to Form
Woodland City Attorney
By:
Ethan Walsh, City Attorney
Cannabis Business:
Embarc Woodland
By:
Dated: , 2025
By:
Dated: , 2025
EXHIBIT “A”
DESCRIPTION OF SUBJECT PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF
WOODLAND, COUNTY OF YOLO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
That portion of the North one-half of the Southwest quarter of section 33, Township 10 North, Range 2 East, M.D.B.&M., according to the Official Plat thereof, described as follows:
Beginning at a point which is located South 00o40'58" West a distance of 660.89 feet from the quarter corner common to sections 32 and 33, Township 10 North, Range 2 East, M.D.B. & M., as shown on Record of survey Recorded in Book 8 of Maps and surveys, at Page 124, Yolo County Records, California; thence from said point of beginning South 89°30'49" East 660.49 feet, more or less, to the Southwest corner of Fairway Estates subdivision Unit 1, as shown on the Map Recorded August 1, 1955, in Book 5 of Maps, at Page 25, thence North 00°38'55" East along the West line of said Fairway Estates subdivision Unit 1, 330.00 feet to a point; thence West 660.49 feet, more or less, to a point being situate South 00°40’58" West 330.89 feet from the quarter comer common to section 32 and 33, Township 10 North, Range 2 East, M.D.B.& M., thence South 00°40'58" West 330.00 feet to the point of beginning.
Excepting therefrom that portion thereof, described as follows:
Beginning at a point which is located South OOÿO’SS" West 660.89 feet from the quarter comer common to sections 32 and 33, Township 10 North, Range 2 East, M.D.B. & M., as shown on Record of survey Recorded in Book 8 of Maps and surveys, at Page 124; thence from said point of beginning South 89o30'49" East 155.00 feet; thence North 00°40'58M East 155.00 feet; thence North 89°30'49" West 155.00 feet; thence South 00°40'58" West 155.00 feet to the point of beginning.
APN: 066-111-028
EXHIBIT “B”
COMMUNITY BENEFIT PLAN
Embarc Woodland
Community Benefit
Embarc Woodland commits to allocate 1% of gross receipts to its Community Investment Fund in perpetuity, generating ongoing funding for local community organizations through the efforts and allocations of a designated Community Advisory Board consisting of community members local to Woodland. Funding areas of focus will include mentorship and job training for young adults, youth clubs, youth athletic activities, youth arts, prevention of juvenile crime, youth drug education and prevention programs, and supporting healthy and stable households.
Community Support for Local Non-Profits and Organizations Embarc Woodland commits to contributing to community-based projects and with guidance from the City identifies local funding opportunities and commits to partnering with charities and non- profit organizations to support and fund projects through grants and volunteerism.
Embarc Woodland Plans to provide Further Benefits to the Local Community through commitment to:
•host educational panels, informational workshops, and non-profit partnership events as part of an ongoing community education and engagement effort. •Prioritize outreach to Seniors.
•Creating a subcommittee at the Chamber of Commerce or a local cannabis industry association.
•Creating a neighborhood discount program by encouraging customers to dine, shop, and enjoy other businesses when in the area to visit Embarc Woodland. •Create local business partnerships
•Embarc Woodland is committed to encouraging employees to participate in company- sponsored community activities.
•Embarc Woodland commits to compensating employees for up to ten (10) hours per month for volunteer work with designated organizations.
Public Outreach and Education Program Related to Risks to Youth of Exposure to Drugs:
Embarc Woodland commits to partnering with local government to create a comprehensive approach that reaches youth, families, schools, neighborhoods, and communities and reflects the diversity of the city. Embarc Woodland commits to establishing a public outreach and education program that is based on the following foundations:
•Prevention programs tailored to address risk specific to population or audience characteristics, such as age, gender, and ethnicity, to program effectiveness. •Prevention programs aimed at general populations in key transition points (e.g. transition to middle school)
•Community transition programs reaching populations in multiple settings. •Community prevention programs that combine two or more effective programs such as family-based programs combined with school-based programs. •Employment of interactive techniques
•Teacher training that focuses on best practices in areas such as classroom management, •The adaptation of programs that meet community needs
Local Hiring
EXHIBIT “C”
SOCIAL POLICY AND LOCAL ENTERPRISE PLAN
Embarc Woodland is committed to hiring all employees directly from the City of Woodland, starting with creating sixteen (16) jobs. The company is committed to target recruitment efforts on those living within a five-mile radius of the store. Embarc Woodland intends to develop and host a job fair with a variety of local and regional partners, including the United Food and Commercial Workers Union (UFCW). Potential partners for this include Woodland’s YoloWorks Career Center as well as organizations such as Woodland’s PRIDE industries, and YES! (Yolo Employment Services) to identify a diverse pool of potential employees.
Employee Wages and Compensation
Embarc Woodland is committed to offering a living wage starting at $20.50 per hour, which may be higher based on experience, knowledge, and position, and employees will also be able to receive tips and gratuities.
Embarc Woodland is committed to providing employees with monthly volunteer hours with local non-profits. The company is committed to paying employees for each hour they participate in community service, up to forty (40) hours per year.
Continuing Education
Embarc Woodland is committed to paying all employees at their regular rate of pay for onboarding, initial training, mentorship/mentee hours, apprenticeships, approved educational courses, workforce development programs, job-specific skills coursework, and Flight School:
Embarc’s Proprietary Education Hub (education and training platform) courses.
Embarc Woodland is committed to offering tuition assistance and a scholarship program for qualifying employees, as well as provide scholarships to local residents in coordination with local residents in coordination with local community colleges.
Support for Local Enterprises
Embarc Woodland commits to sourcing a minimum of 15% of products from local Woodland cannabis businesses.
I
PLANNING COMMISSION
RESOLUTION NO. PC 25-01
A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF
WOODLAND RECOMMENDING CITY COUNCIL APPROVE A CONDITIONAL
USE PERMIT AND OPERATING AGREEMENT FOR A STOREFRONT RETAIL CANNABIS DISPENSARY AT 825 EAST STREET, SUITES 102-103 WITHIN THE CITY CORRIDOR MIXED USE – EAST STREET ZONE CONDITIONED UPON
APPROVAL OF THE APPROPRIATE CANNABIS BUSINESS PERMIT AND THE
RECOMMENDED CONDITIONS OF APPROVAL
WHEREAS, On June 7, 2022, the City Council approved Ordinance no 1685 and 1686 to amend City Zoning and Municipal Code to enact regulations to allow the consideration and permitting of retail commercial cannabis uses as set forth in Woodland Municipal Code section
17.84.120 which allows for consideration of up to four (4) cannabis retail conditional use permits and Chapter 5.28 of the Municipal Code to incorporate retail commercial cannabis business and operational requirements for Cannabis Business Permits; and
WHEREAS, as set forth in Woodland Municipal Code section 17.84.120, proposed cannabis retailers are required to obtain a conditional use permit, subject to the recommendation of the Planning Commission and final approval of the City Council; and
WHEREAS, on February 27, 2023, the City issued a request for proposals, inviting interested parties to participate in the selection process for a Preliminary Cannabis Business Permit, which would authorize applicants to apply for a Retail Cannabis Conditional Use Permit and enter into Operating Agreement negotiations to establish a commercial cannabis business, and requiring that applications be submitted in person by 3:00 pm on April 5, 2023; and
WHEREAS, the City received a total of 12 proposals in response to the request for applications; and
WHEREAS, a Proposal Review Committee was formed, consisting of staff members from the Police, Finance, and Community Development Departments, as well as a representative from HdL, a consultant retained by the City for their subject matter expertise, to conduct a competitive selection process; and
WHEREAS, after an initial review of the proposals, the Proposal Review Committee met July, 2023 to interview 12 proposal teams for the Preliminary Cannabis Business Permit and subsequently awarded Preliminary Cannabis Business Permits to the top four applicants, making them eligible to apply for a Retail Cannabis Conditional Use Permit; and
WHEREAS, as required by the City of Woodland Municipal Code, the Proposal Review Committee gave particular consideration to each proposal's capacity, capitalization, security measures, and history, as well as the community benefits offered by the proposed commercia l cannabis business, and also considered any other factors deemed necessary by the City to maintain and promote public health, safety, and general welfare; and
Resolution No. PC25-01
WHEREAS, the Proposal Review Committee ranked Embarc Woodland as 5 out of 12, with a score of 92.13%, and as the fifth-ranking applicant in that process, Embarc Woodland’s application has been invited to advance to the next stage of review due to the recent withdrawal of an application by one of the top four selected applicants; and
WHEREAS, the City of Woodland Planning Commission hereby finds that the proposed cannabis retailer use to be located at 825 East Street, Suites 102 -103 (“Site”), as set forth in Planning Application No. PLNG 24-00059 submitted by business applicant Embarc Woodland (“Applicant”), conforms to the requirements and intent of Chapter 17.84.120 of the Woodland Zoning Code regarding commercial cannabis uses and the City General Plan, and further that, under the circumstances of the particular case, the use will not constitute a nuisance or be detrimental to the public welfare of the community; and
WHEREAS, the project is exempt from further environmental review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301 (Class 1 Categorical Exemption, Existing Facilities) and CEQA Guidelines Section 15332 (Class 32 Categorical Exemption, Infill Development), as the Planning Commission of the City of Woodland finds as follows:
• The project consists of minor alterations for interior tenant improvements to operate a cannabis business that requires specific spaces to conform with state and local regulations. • The project is located on a site that is less than 5 acres and will not have any biological, air, water, traffic, or noise impacts; and
WHEREAS, a public notice describing the proposed cannabis conditional use permit was published in the Woodland Daily Democrat, a newspaper of general circulation, and mailed to property owners and property tenants within 600 feet of the project site; and, a highly visible site posting of four (4) feet by eight (8) feet was posted in a visible location on the project site for ten (10) days before the Planning Commission public hearing date; and
WHEREAS, the Planning Commission held a duly-noticed public hearing on January 16, 2025, as required by law to consider all of the information presented by staff and public testimony presented in writing and at the meeting.
NOW, THEREFORE, BE IT RESOLVED, that the Planning Commission of the City of Woodland, based on facts in the staff report, written and oral testimony, and exhibits presented, hereby recommends to the Woodland City Council: (1) Approval of a Conditional Use Permit for a cannabis retail use located at 825 East Street, Suites 102-103, as set forth in Planning Application No. PLNG 24-00059, prepared by Embarc Woodland; and (4) Approval of an Operating Agreement between the City of Woodland and Embarc Woodland, as follows and based on the following findings:
Resolution No. PC25-01
SECTION 1. Recitals. The City of Woodland Planning Commission hereby adopts the above recitals as true and correct findings of the City of Woodland Planning Commission and incorporates them into this Resolution by this reference.
SECTION 2. Findings. In support of issuing a conditional use permit for the proposed cannabis retailer use to be located at 825 East Street, Suites 102-103, as set forth in Planning Application No. PLNG 24-00059, the City of Woodland Planning Commission hereby makes the following additional findings, pursuant to the requirements of Woodland Municipal Code (“WMC”) Section 17.100.100(H) and 17.84.120(c)(3):
1) The proposed use is consistent with the General Plan and Zoning Code, in that the use is conditionally permitted consistent with zoning and general plan requirements, and appropriate conditions to address potential concerns and impacts have been made part of the approval. 2) The site is physically suitable for the type, density, and intensity of the use being proposed, including access, utilities, and the absence of physical constraints.
3) The design, location, size, and operating characteristics of the proposed activity are compatible with the existing and future land uses in the vicinity including transportation and service facilities.
4) Granting the Conditional Use Permit would not constitute a nuisance or be injurious or detrimental to the public interest, health, safety, convenience, or welfare, or materially injurious to persons, property, or improvements in the vicinity and zone in which the property is located.
The proposed project is categorically exempt from further environmental review pursuant to CEQA section 15301 as the proposal involves operation, repair, maintenance, leasing and licensing of existing facilities.
5) The proposed use at the Site is subject to additional findings and considerations set forth in WMC section 17.84.120(3). The City of Woodland Planning Commission has considered all relevant evidence regarding the Site and the Applicant’s proposed use, and finds that Applicant’s proposed cannabis retailer use at the Site satisfies those considerations, as follows:
a) Pursuant to WMC section 17.84.120(3)(a), the City of Woodland Planning Commission has considered the type of proposed use by the Applicant. The proposed cannabis retailer will provide sales of cannabis and cannabis products. The City of Woodland Planning Commission finds that these goods and services will provide unique, currently unavailable, and varied goods and services to the community by the Applicant’s use at the proposed location.
b) Pursuant to WMC section 17.84.120(3)(b), the City of Woodland Planning Commission has considered all evidence and testimony relevant to the Applicant’s proposed use, and determines that the proposed use will not be detrimental to the health, safety and welfare of the community. The use is located in the Corridor Mixed Use East Street Zone and is not adjacent to sensitive uses, and therefore will not result in negative impacts on existing uses
Resolution No. PC25-01
in the area. The project is subject to approval of a conditional use permit, including conditions of approval incorporated into the project, and subject to local and state regulatory standards, licenses and permits, to ensure that the use will not be detrimental to the health, safety and welfare of the community. Applicant’s failure to abide by those conditions of approval may result in permit revocation.
c) Pursuant to WMC section 17.84.120(C)(3)(c), the City of Woodland Planning Commission finds that the proposed use would enhance the economic viability of the area in which it is proposed to be located because it will provide new goods and services not currently available to the surrounding area and will bring retail activity to the proposed location.
d) Pursuant to WMC section 17.84.120(C)(3)(d), the City of Woodland Planning Commission finds that the Applicant has adequately addressed the potential community benefits of the use to offset potential adverse impacts. The City of Woodland Planning Commission has determined that these community benefits adequately offset any potential adverse impacts of the proposed use.
e) Pursuant to WMC section 17.84.120(C)(3)(e), the City of Woodland Planning Commission has considered all evidence and testimony pertaining to Applicant’s proposed use, including the extent of support or opposition to the proposed use and location from members of the community. No opposition to the proposed use or location was expressed by the community or the surrounding neighborhood.
f) Pursuant to WMC section 17.84.120(C)(3)(f), the City of Woodland Planning Commission further finds that, based on other proposed locations considered concurrently with the Site, there will be no more than two (2) cannabis retailers located within a one thousand (1,000) radius of the Site at the time of this Resolution, except otherwise approved by City Council, which protects against an overconcentration of the type of proposed use and further protects the public health and safety.
g) Pursuant to WMC section 17.84.120(C)(3)(g), and consistent with the above findings, the City of Woodland Planning Commission further finds that the proposed use would not lead to a further overconcentration of that particular type of premises in the area.
h) Pursuant to WMC section 17.84.120(C)(3)(h), the City of Woodland Planning Commission has considered the Applicant’s application, including the relevant background and history of the Applicant. Based on the information provided, the City of Woodland Planning Commission has determined that there are no prior problems or complaints pertaining to Applicant’s operation of other businesses or cannabis operations on premises giving rise to public health, safety, and welfare concerns. The applicant has additionally operated retail cannabis businesses in other jurisdictions with no known problems or complaints.
i) Pursuant to WMC section 17.84.120(C)(3)(i), the City of Woodland Planning Commission is not aware of a history or high prevalence of police or crime-related problems in the area of the Site giving rise to specific safety concerns.
Resolution No. PC25-01
j) Pursuant to WMC section 17.84.120(C)(3)(j), the City of Woodland Planning Commission finds that the proposed use would enhance recreational or entertainment opportunities in the area.
In light of the above findings and considerations regarding the proposed use and location, the City of Woodland Planning Commission therefore finds that the conditional use conforms to the requirements and intent of WMC Chapter 17.84.120 regarding commercial cannabis uses and the City’s General Plan, and that any conditions and requirements stipulated in Applicant’s conditional use permit have been or will be met, and that the use will not constitute a nuisance or be detrimental to the public welfare of the community. These findings are further established and incorporated into the project approval, attached hereto as Exhibit “A” and incorporated herein by reference.
SECTION 3. Approval. In accordance with the City of Woodland Planning Commission findings stated in Section 2 and Exhibit A of this Resolution, the City of Woodland Planning Commission hereby recommends that the City Council approve Planning Application Number PLNG 24 -00059 for the issuance of a Retail Cannabis Conditional Use Permit to Embarc Woodland for the proposed cannabis retailer use at 825 East Street, Suites 102 -103. The recommended approval and issuance of the conditional use permit is expressly conditioned on Applicant’s continued compliance with all findings and conditions of approval specified in the Applicant’s conditional use permit, Article 17.84.120 of the Woodland Zoning Code, Chapter
5.28 of the Woodland Municipal Code, and all other applicable local and state laws and regulations pertaining to commercial cannabis retailers. Nothing in this Resolution shall be deemed to waive the City’s right to revoke Applicant’s conditional use permi t in the event Applicant violates any of the aforementioned conditions.
PASSED AND ADOPTED, by the Planning Commission of the City of Woodland at a regular meeting of the Planning Commission held on the 16th day of January 2025, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Marco C. Lizarraga, Chairperson
Resolution No. PC25-01
ATTEST:
Erika Bumgardner, Deputy Director of Community Development
Exhibit A – Conditions of Approval
Resolution No. PC25-01
EXHIBIT A
Conditions of Approval
PLNG 24- 00059
Address: 825 East Street, Suites 102-103
Cannabis Business: Embarc Woodland
Conditions of Approval
General Conditions
1. Approval. Planning Application # PLNG 24-00059, submitted by Applicant Embarc Woodland for the proposed cannabis business “Embarc Woodland” is approved to permit storefront and delivery retail sales of cannabis and cannabis products, and, in a building size of approximately 2,830 square feet located at 825 East Street, Suites 102-103 and with hours of operation of Monday – Sunday 9 am – 9 pm.
2. Substantial Conformance. The use shall be implemented in substantial conformance with the Conditional Use Permit (Planning Application: PLNG 24-00059) as approved by the City Council, and subject to all applicable provisions of Woodland Municipal Code Section 5.28, Commercial Cannabis Business Permits, and Section 7.84.120, Commercial Cannabis Businesses, except as modified herein. Prior to issuance of a Cannabis Business Permit and, if applicable, Certificate of Occupancy, all conditions of approval and required improvements shall be completed to the satisfaction of the city. Changes in the use or an increase in the intensity or size of operation may require approval of a new use permit or a modification to the existing use permit.
3. Regulatory Permit. The approval of the Conditional Use Permit and commencement of business operations shall be contingent upon the applicant submitting a Cannabis Business Permit application and all of the materials and documentation required by Woodland Municipal Code Chapter 5.28.180, Applications for Cannabis Business Permits, to the Community Development Director for review and approval. Applicants shall obtain and maintain at all times a valid Cannabis Business Permit including approval of an Operating Agreement, prior to occupancy of the building and continuing at all times that the business is in operation, including payment of all required fees for application review. The Cannabis Business Permit shall be timely renewed and maintained in accordance with the applicable procedures set forth in Woodland Municipal Code Chapter 5.28 as a condition of continuing the retailer use under the approved conditional use permit.
All requirements, terms and conditions of the Cannabis Business Permit, Operating Agreement, and applicable state license(s) shall be considered conditions of this conditional use permit. Failure to comply with all applicable state and local laws and ordinances, the Cannabis Business Permit, Operating Agreement, and/or applicable state license(s) shall be deemed a violation of the conditional use permit and may result in revocation of the use permit.
Resolution No. PC25-01
4. Indemnification. The applicant shall defend, indemnify, and hold harmless the City of Woodland, its agents, officers or employees from any claim, action or proceeding against the City or its agents, officers or employees to attack, set aside, void or annul an approval of the subject application by the City, its legislative body, advisory agencies or administrative officers. The City will promptly notify the applicant of any such claim, action or proceeding against the City and the applicant will either, at the City's discretion, undertake defense of the matter and pay the City's associated legal costs, or will advance funds to pay for defense of the matter by the City Attorney.
5. Other Permits and Licenses. The applicant shall obtain all other permits and licenses required by the City for the use, including a Cannabis Business Permit pursuant to Woodland Municipal Code Chapter 5.28, and any other City permits required for retail cannabis uses prior to occupancy of the building and operation of the business, and shall pay all required fees in the amount currently established as applicable, or in the amount to be adopted by City Council. All cannabis businesses must, prior to establishing and operating any such cannabis business, obtain and maintain at all times a valid license issued by the State, as may be applicable, and any other applicable local or regulatory licenses.
6. Building and Fire Requirements. Prior to occupancy and/or issuance of a Cannabis Business Permit, applicant shall comply with all applicable Building and Fire requirements to the satisfaction of the Building Official and the Fire Marshall. The applicant shall obtain all necessary and appropriate permits for the project prior to occupancy, including but not limited to building and encroachment permits, and pay all required fees.
7. Runs with the Land. The terms and conditions of approval of the conditional use permit shall run with the land, and shall be binding upon and be to the benefit of the heirs, legal representatives, successors, and assignees of the property owner. Where a conditional use has abandoned the site or has ceased activity for a period of six (6) months, expressly including due to the failure to obtain or maintain other necessary regulatory licenses and permits to operate the business, the approved conditional use permit may be subject to revocation for non-use. Under these circumstances, and if such non-use results in revocation of the conditional use, a new application for a conditional use permit must be processed per the requirements of the City's then-existing zoning ordinance.
8. Permit Expiration. The Conditional Use Permit must be exercised within one year of issuance, or it shall be deemed null and void by act of law (Woodland Municipal Code Section 17.96.130, Expiration and Extension). A permit for use of a building or a property is exercised when a valid City business license, Cannabis Business Permit, and all necessary permits have been issued, and the permitted use has commenced on the site in accordance with applicable conditions of approval contained herein.
9. Other Applicable Requirements. The project approval is subject to all applicable requirements of the Federal, State, City of Woodland and any other affected governmental agencies. Approval of this request shall not waive compliance with all sections of the Municipal Code, all other applicable Federal, State and City Ordinances, and applicable Community or Specific Plans or Design Guidelines in effect at the time of building permit issuance. The duty of inquiry as to such requirements shall be upon the applicant.
10. Compliance with Conditions. Prior to any use of the project site, all Conditions of Approval shall be completed to the satisfaction of the Community Development, Police, and Fire Departments. In the
Resolution No. PC25-01
event that any of the conditions of this permit are not satisfied, the Community Development Director may request a public hearing be set before the Planning Commission to determine whether the Conditional Use Permit should be revoked. Additionally, upon showing of a compelling public necessity demonstrated at a noticed public hearing, the City of Woodland, acting through the appropriate entity, may add, amend, or delete conditions of this permit.
11. Violations. Upon receipt of a Cannabis Business Permit the applicant shall be subject to provisions relating to violations contained in Municipal Code Section 5.28.090, or as may be amended.
12. Environmental Recording Fee. Applicant shall provide the Community Development Department with a check for the sum of $50 made out to Yolo County to record the CEQA environmental document (Notice of Exemption) with the County.
13. Applicant’s Responsibility to Inform. The applicant shall be responsible for informing all subcontractors, consultants engineers, or other business entities providing services related to the project of their responsibilities to comply with all pertinent requirements herein in the City of Woodland Municipal Code, including the requirement that a business license be obtained by all entities doing business in the City as well as hours of operation requirements in the City.
Planning Conditions
14. Education. The cannabis retailer shall provide information or disclaimers to all customers regarding the effects of cannabis consumption and legal consequences of consumption or possession under federal law, in a form approved by the City.
15. Parking. The project shall provide and maintain the number of on-site parking spaces consistent with the requirements of Section 17.68 of the Woodland Municipal Code, based on gross square footage of retail use, consistent with City standards unless otherwise approved by the Community Development Director.
16. Bicycle Parking. The project shall provide bicycle parking, consistent with the requirements of Section 17.68.070 of the Woodland Municipal Code. The location of the racks and locking mechanism details shall be subject to review and approval by the Community Development Department prior to issuance of permits. Bicycle parking shall be installed prior to occupancy.
17. Signage. Signage shall require a Sign Permit subject to approval by the Community Development Department in compliance with Woodland Municipal Code Section 17.100.140, Sign Permits – Permanent Signs, and may require a Building permit prior to installation.
18. Trash Maintenance. The site shall be kept free of trash or debris at all times. Graffiti or any other type of vandalism shall be removed or otherwise remediated within 72 hours of occurrence.
19. Landscape. All existing landscape planter areas shall be maintained per City Standards. Maintenance shall include but is not limited to watering, fertilizing, weeding, cleaning, pruning, trimming, spraying and cultivation.
Resolution No. PC25-01
20. A storefront cannabis dispensary permittee shall not allow cannabis, cannabis products, or cannabis accessories on the dispensary site to be visible from the public right of way, the unsecured areas surrounding the buildings on the site, or the site’s main entrance and lobby.
21. No storefront cannabis dispensary shall grow or cultivate cannabis, except for immature nursery stock cannabis plants, on the dispensary site.
Building Conditions
The following comments are from the City of Woodland Building Division and are applicable to the referenced project:
22. This project must meet all criteria and mandates for these City adopted codes or the most current code:
A. 2022 California Building Code
B. 2022 California Plumbing Code
C. 2022 California Mechanical Code
D. 2022 California Electrical Code
E. 2022 Building Energy Efficiency Standards
F. 2022 California Green Building Code
G. The Code of the City of Woodland
23. Other City and County Agencies (Health, Fire, Public Works, and Planning) may be required to approve the project prior to a building permit being issued.
24. Recycle plan is required at time of permit issuance along with a $1000 deposit.
25. Prior to any demolition work being performed, clearance from Yolo Solano Air Quality Management District is required.
26. Any deferred submittals that are not a part of the initial permit application must be listed on the cover sheet of the plan at the time of application for the project.
27. All plans, computations and specifications to be prepared and designed by an architect or engineer licensed by the state of California.
28. A licensed architect or licensed engineer shall be responsible for reviewing and coordinating all submittal documents prepared by others, including deferred submittal items, for compatibility with the design of the building.
Fire Conditions
The following comments are from the City of Woodland Fire Department and are applicable to the referenced project:
29. Project Condition. Prior to permit approval to install gates or barriers: The installation of perimeter fencing, gates, or obstacles that obstruct fire apparatus access roads shall require a separate plan submittal, review, and approval by the Woodland Fire Department prior to installation.
Resolution No. PC25-01
30. Advisory: An operational permit for a Cannabis dispensary will be required. The permit(s) will cost $342.00 and be billed at the time of the fire inspection.
31. Advisory: Addressing and suite numbers shall be readily visible, contrasting in color to the background.
32. Project Condition. Prior to permit approval: Tennant improvement plans shall be submitted to the City of Woodland Building and Fire Department for review and approval due to the interior remodel of the space.
33. Advisory: Please be aware that, at a minimum or as applicable, the following items will be inspected, tested, or reviewed at the time of inspection.
• Existing exit signs and emergency lighting shall be in good working order and capable of supplying illumination for not less than 90 mins. Testing records are required. Test to be conducted at fire inspection.
• New and existing fire extinguishers shall be current and labeled with a State Fire Marshal- approved service label.
• Existing exits, exit doors, and door hardware are not obstructed, are in good working order, and shall meet the minimum requirements of the CFC.
• Housekeeping shall be orderly, and storage shall be stored in an approved manner per the CFC. • All electrical and cords shall comply with the CFC.
• All electrical panels shall have a minimum 36-inch clearance before the panel. • Verify that the address and suite numbers are visible from the assigned street. • Verify fire lanes are marked.
• Verify all landscaping is three feet away from fire department equipment. • Verify that fire department equipment is painted, marked, labeled, and secured as applicable. • Existing walls and ceilings are free from holes that would lead to fire extension. • Verify Knox Box keys.
Police Conditions
The following comments are from the City of Woodland Police Department and are applicable to the referenced project:
34. Security personnel shall be on site twenty-four hours a day or alternative security as authorized by the city manager or his/her designee(s), and must have a verified response security patrol when closed.
Security personnel must be licensed by the state of California Bureau of Security and Investigative Services personnel and shall be subject to the prior review and approval of the city manager or his/her designee (s), with such approval not to be unreasonably withheld. Firearms may be carried by security personnel while they are on duty if authorized by the chief of police.
35. Security Plan. Prior to issuance of a Business Cannabis Permit, applicant shall submit a final Security Plan and Lighting Plan pursuant to Woodland Municipal Code Section 5.28.260, Cannabis Business Site Security, for review and approval by the Police Chief and Community Development Director. Photometric data may be required to indicate that parking and public areas are equipped with one (1) foot-candle of minimum maintained illumination per square foot of parking surface to include
Resolution No. PC25-01
the entire paved area or public/employee exterior access ways. Photometric data must also confirm the absence of “hot spots” or areas of ten (10) foot-candle of illumination per square foot or more.
Engineering and Public Works Conditions
The following comments are from the City of Woodland Engineering Division and Public Works Department and are applicable to the referenced project:
General Conditions
36. Install sewer cleanout on existing sewer lateral located on E. Gum Avenue.
37. Install backflow protection devices on existing water service located on E. Gum Avenue for the property. Backflow devices shall be tested by a City-approved tester and results provided to the Public Works Department prior to occupancy.