HomeMy WebLinkAboutNHC SLO, LLC Transfer Request 10.9.2020PAUL F. READY
LESLIE A. Tos
DAVID Y. FARMER * RETIRED
Christine J. Dietrick
City Attorney
City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401
RE: NHC SLO LLC
Dear Christine,
FA ER & READY
A Law Corporation
I254 MARSH STREET
Po31 OFFICE BOX 1443
San Luis Obispo, Califomia 93406
Telephone: (805) 541-1626
Facsimile: (805) 541-0969
October 9, 2020
I'm sorry I didn't back to you earlier this week but, as I imagine you know, the covid-
crisis has disrupted virtually every aspect of our lives and practice.
San Luis Obispo Municipal Code Section 9.10.120C clearly prohibits a transfer of a
Commercial Cannabis Operator Permit in violation of Chapter 9.10. The permit held by NHC
SLO LLC was not being transferred, rather, it was only Mr. Dayspring's membership interest in
NHC SLO LLC being transferred. Section 9.10.120B prohibits transferring any portion of the
ownership or control of a Commercial Cannabis Business "to any person who does not have a
Commercial Cannabis Operator Permit from the City prior to the effective date of any action
described in this sentence". Valnette Garcia, the intended transferee, held a Commercial
Cannabis Operator Permit prior to the effective date of the transfer by way of her existing interest
in NHC SLO LLC, and therefore the intended transfer would be compliant with that ordinance
provision.
Section 9.10.12AT) also requires notification to the City, and that the transfer be
conditioned on City approval, and both of these provisions are met as well. In accordance with
my prior correspondence, the City has been notified of the transfer, and in accordance with the
documented transfer, it is expressly conditioned on City approval and the issuance of an amended
Commercial Cannabis Operator Permit, to the extent so required, and only becomes final upon
such approval.
Ms. Garcia's qualifications were previously vetted by the City during the initial permitting
process, as she was an original owner of NHC SLO LLC. The City already has her contact
information from that process, but I hope you will not hesitate to let me know if you need me to
provide it again.
Ms. Garcia meets all Merit Criteria required for a Primary Principal by way of her 7.5+
years of compliant cannabis experience through her prior management position at House of
Holistics Prop 215 delivery service, as well as her current ownership interest in the Natural
Healing Center in Grover Beach.
Christine J. Dietrick
October 9, 2020
Page Two
I hope you will not hesitate to let me know if there is any additional information you need
to process this intended transfer and the issuance of an amended Commercial Cannabis Operator
Permit, if required.
Enclosure
PFR/tlw
cc: Valnette Garcia
E
TES A SIGT iI <f Al > . i LTi l'TI% ii i jlr ),l:,l I1V'1"E' ZXk3 1,Lr 1TET S1 Uus
Assignment") is entered into effective as of September 8,2020 (the "F,15ective Date"), by and between
1Jelios Dayspring ("Assignor") and Valnettte Garcia ("Assignee"),
l REAS, Assignor is the owner of a nirxety one percent (91°/„) membership interest in
SLO LLC, a California limited liability company (the "Company"), pursuant to that certain Operating
Agreement of the Company, dated January 1, 2020 (the "Operating Agreement"); tD
E7REA.S, Assignee is an e;lsting Meanber of the Company and owns a three percent (3°)
membership interest in the Company; and
i,IEA, Assgn sr desires to assign arfd transfer his rirzety one percent (1°i'o) membership
interest in the Company, together with all other interest of Assignor in and to the Company (collectively,
the "Assigned interest").
i c1, ''E`R, for good ar5d v-aivalaie consideration, the receipt- and adequacy of °hacl
are hereby acknowledged, and subject to the terms and conditions set forth in tliis Assignment, the parties
agree as fellows:
1. Assi zrnent. Subject only to the condition set forth in Section'?, beio`°, Assignor hereby assigns
brad transfers to Assignee all of the Assignor`s right, title, and interest in and to the Assigned Interest,
including all voting, consent, and financial rights now or hereafter e.visting and associated with ownershipoftheAssignedInterest.
2. Condititsn to Assa gnnrent. In the e"eni that apprzra+al by the City of San Luis C bispra (tiae `'pity") of this assignment aazdfoI e issuance of an amended Commercial Cannabis Operator Permit is required in
order to maintain the Company's Commercial Cannabis Operator permit or other entitlements for the
intended operations of the Company, then such approval and/or issuance by the City shall be a condition to
this assignment and the assignment shall not be effective until such condition is satisfied.
3 Re resentations and Warranties of Assignor The Assignor represents and warrants that
Assignor is the true and' lawful owner of the Assigned Interest. Assignor makes no other representations
or warranties, and the ,Assigned Interest is assigned to Assignee on an As4s, Where -Is basis.
4 I2epreseniatic ns and warranties of Assz aee. Assignee has been advised that the Assigned
Interest is not registered. under the Securities Act of ? q33 nor under the California Gtarpraraiions Code b
251007 25102, or 25105 and represents, warrants, and agrees that Assignee is an existing Member of the
Company, and is familiar with all aspects of the Company and the Operating Agreement, and the rights and
t bligations applicable to the Assigned interest that are contained therein.
5. Approval. Assignor and Assignee acknowledge that this assignment of Assignor's Assigned
Interest is contemplated by Section 41 ofthe ,7peratixag Agreement, and has Leer approved by the Manager
of tiae Company, such that no der action will be required to effect this assignment after its execution by
Assignor and Assignee, other than the satisfaction of the condition set forth in Section 2, above. Assignor
will deliver a copy of this Assignment to the Company to keep with its copy of the Operating: Agreement,
page I of 2
Acceptarice b Assignee. Assignee: (a) agrees to accept the assig me, t cifal'l of X'ssigar`s right title,
and interest in and, to-t%e Ass* red Interest; (b) agrees to accept such assignment ou are .s4s, Where, Zs
basis, with no representations or warranties that are. not e.presslu set forth herein; and (c) agrees to 6e bound
by all of the terms, covenants, and conditions of this Assignment and of the Operating Agreement; Assignee
agrees to indemnify and hold Assignor, and his agents harmless against any and all lasses, costs, and
expenses (including reasonable atno eys' fees) arising out of any obligations of Assignee relating to the
Assigned Interest which occur on or after, or arise from events occurring on or after, the date hereof. Furtherissurances.
Assignor and Assignee shall promptly exA er any additional
instrument or other document which Assignor- or Assignee reasonably requests to evidence or better
effect the assignment contained herein. Heirs_
Successors, and Assim?ns_ This Assignrrient shall,bind and inure to the benelzt of the parties hereto
and their respective successors and assigns. 9.
Grsvera in Law. This Assigr znwnt and all other instrumem,is referred to herein shalt be gtrverned by5
and strati be construed according to, the laws of the State of California, without regard to conflict of law rules.
10.
ouniearts. "his~ Assignr tent may be executed in any number of couciterpar:s, Bach of which udhen
so executed and delivered shall be deemed an original for all purposes, and all such counterparts shall together
constitute but one and the same instrument. A signed copy of this Assignment delivered by either facsimile
or email shall be deemed to have the same legal: effect as delivery of an original signed copy of this
Assi,,rument. Notwithstanding the foregoing, each party hereto shall deliver original counterpart signatures
to the other parties on or before the date hereof. 11.
Ararendenis ar d ?codifications. ibis Assignment may not be modified or amnended in any rmranner
ot'zerthan by a written agreement signed by the party to be charged. lZ.
Defined Terms, Capitalized tenors used herein, but not otherwise defured sera#1 have t#xe rneanin;
s ascribed to such terms i.r the Ciperating Agreement. lIti '
WI'I'NIESS '%A/MR:EOlµ, the parties hereto have e:ecuted ti'n.is Assi rxrxaent as of fire Effective bate.. r'
alnette Cratcih