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HomeMy WebLinkAboutFollow-Up MOMs Transfer Request City of San Luis ObispoTRANSFER OF OWNERSHIP REQUEST - MEGAN’S ORGANIC MARKET Date: July 14, 2021 In accordance with Paragraph 3.1 of the City of San Luis Obispo Administrative Regulations for Transfer of Ownership Requests and the process and documentation requirements set out in such Administrative Regulations, Operator Megan’s Organic Market hereby notifies the City of San Luis Obispo by this writing of the proposed action.Further, Operator is herein providing all information as required and requested by the City of San Luis Obispo Administrative Regulations for Transfer of Ownership Requests regarding the identity and qualifications of the persons involved in the proposed transfer. Operator, Megan’s Organic Market, hereby requests and proposes this Non-Majority External Transfer of Ownership Request that does not have the potential to affect the commitments required by the Operator’s Community Benefit Agreement,including but not limited to a reduction in the total number of Equity Owners proposed as part of the original application and/or reflected in the Community Benefit Agreement. Owner Current After Proposed Transfer Levi Seligman (transferring entire ownership) 8%0% Melissa Seligman (transferring entire ownership) 9.5%0% Keith Sweeney (transferring entire ownership) 8%0% Lindsey Law (transferring entire ownership) 9.5%0% Amanda Valena (retaining same exact ownership) 2%2% Eric Powers (retaining same exact ownership) 31.5%31.5% Megan Souza (retaining same exact ownership) 31.5%31.5% MOM USA LLC (gaining 27% ownership) 0%27% ODLAS Investments LLC gaining 8% ownership) 0%8% DocuSign Envelope ID: 287BDA9D-2123-4A50-AB79-4E4D2810D6D3 Not a Majority Transfer. The Administrative Regulations define “Majority” as “a greater number; more than half. An equal number does not constitute a majority.” Here, the proposed transfer of ownership is for 35%, which is less than half. This proposed Transfer of Ownership is not a Majority Transfer. ODLAS Investments LLC is an External Owner:The proposed Transferee, ODLAS Investments LLC, is an “External Owner” (External Proposed Transferee) because ODLAS Investments LLC is an entity (California limited liability company) proposed to obtain ownership interest in the existing MOM Commercial Cannabis Business/Operator Permit who is not currently permitted by the City to conduct commercial cannabis activity or commercial cannabis business in the City affiliated with the business in which a transfer of ownership interest is proposed and was not listed as an original owner(s)in the original Commercial Cannabis Business Operator Permit Application. The 8% ownership interest proposed to be transferred to ODLAS is not a Majority. ODLAS Investments is owned by Tyler Saldo (51%) and Marian Francis Saldo (49%). MOM USA LLC is an External Owner:The proposed Transferee,MOM USA LLC, is an External Owner” (External Proposed Transferee) because MOM USA LLC is an entity California limited liability company) proposed to obtain ownership interest in the existing MOM Commercial Cannabis Business/Operator Permit who is not currently permitted by the City to conduct commercial cannabis activity or commercial cannabis business in the City affiliated with the business in which a transfer of ownership interest is proposed and was not listed as an original owner(s) in the original Commercial Cannabis Business Operator Permit Application. The 27% ownership interest proposed to be transferred to MOM USA LLC is not a Majority. MOM USA LLC is wholly owned by MOM Inc., in turn owned by Stockholders: Megan Souza 48%), Allison Borges (24%), Phoebe Lipari (20%),Jillian Cardona (4%), and Tarrah Graves 4%). Reasoning for Transfer. Owners Levi Seligman, Melissa Seligman, Keith Sweeney and Lindsay Law desire to exit the cannabis retail business. ODLAS Investments LLC seeks to enter the cannabis retail business for investment purposes. MOM USA LLC was formed by original MOM SLO LLC owner Megan Souza to expand the Megan’s Organic Market brand throughout California. External Owner. The Administrative Regulations define “External Owner”as “an individual(s) or entity(s) proposed to obtain an ownership interest in an existing Commercial Cannabis Business or Operator Permit who is not currently permitted by the City to conduct commercial cannabis activity or commercial cannabis business in the City affiliated with the business in which a transfer of ownership interest is proposed and was not listed as an original owner(s) in the DocuSign Envelope ID: 287BDA9D-2123-4A50-AB79-4E4D2810D6D3 original Commercial Cannabis Business Operator Permit Application. An External Owner shall include any such person or entity proposing to obtain or receive a previously unpermitted ownership or operational interest in a cannabis business,including but not limited to partners, officers, directors, and stockholders of every corporation,limited liability company, or general limited partnership with any portion of the ownership or control of the stock, capital, profits, voting rights, operations, or membership interest of the commercial cannabis business.” External Transfer. The Administrative Regulations define “External Transfer”as “a transfer of ownership request from the operator which requests an external owner(s)be added to the existing Commercial Cannabis Operator Permit as an owner(s).” No Potential to Affect the Commitments Required by MOM’s Community Benefit Agreement Equity Owner.Principals of commercial cannabis business with 2% equity or higher who earned at or below the median household income at the time the operator ’s commercial cannabis operator permit application was approved by the City. Total Number of Equity Owners proposed as part of the original application and/or reflected in the Community Benefits Agreement: 3 (Megan Souza,Eric Powers, Amanda Valena) Total Number of Equity Owners proposed post-Proposed Transfer of Ownership Request: 3 Megan Souza, Eric Powers, Amanda Valena) The transfer of ownership will not affect the Community Benefit Agreement commitments tied to persons or entities, such as Equity Owners, etc. The new proposed ownership (External Owners: MOM USA LLC and ODLAS Investments LLC) have expressly committed to satisfying all obligations created under the Community Benefits Agreement criteria at the same level or higher than what was included in the Community Benefit Agreement. The transfer of ownership does not affect Merit Criteria tied to persons or entities, such as Equity Owners, etc. See Attachment 1 - Acknowledgement of MOM SLO LLC Commercial Cannabis Operator Community Benefit Agreement and Proposed External Owner ’s Commitment to Satisfy Obligations Created Under the Community Benefit Agreement Since the proposed transfer of ownership is an External Transfer, the Transfer of Ownership Request Deposit is $9,897.18. Signature page follows] DocuSign Envelope ID: 287BDA9D-2123-4A50-AB79-4E4D2810D6D3 Levi Seligman Melissa Seligman Keith Sweeney Lindsey Law MOM SLO LLC, by Megan Souza, its Manager MOM USA LLC, by Megan Souza, its Manager ODLAS Investments LLC, by Tyler Saldo, its Manager DocuSign Envelope ID: 287BDA9D-2123-4A50-AB79-4E4D2810D6D3 Attachment 1 Acknowledgement of MOM SLO LLC Commercial Cannabis Operator Community Benefit Agreement and Proposed External Owner ’s Commitment to Satisfy Obligations Created Under the Community Benefit Agreement DocuSign Envelope ID: 287BDA9D-2123-4A50-AB79-4E4D2810D6D3 Acknowledgement of MOM SLO LLC Commercial Cannabis Operator Community Benefit Agreement and Proposed External Owner’s Commitment to Satisfy Obligations Created Under the Community Benefit Agreement STATE OF CALIFORNIA COUNTY OF SAN LUIS OBISPO The undersigned, ODLAS Investments LLC by its Manager Tyler Saldo, does hereby acknowledge, certify, and affirm that: 1. Tyler Saldo has the authority to bind ODLAS Investments LLC as its Manager. 2. Proposed External Owner, ODLAS Investments LLC,agrees and consents to consummate the proposed transfer of ownership and become a new Owner approved by the City of San Luis Obispo and further agrees and consents to take the ownership interest described in the Transfer of Ownership Request - Megan's Organic Market dated July 14, 2021, including the obligations incident to such ownership interest,such as the commitment to satisfy all obligations created under the Community Benefit Agreement criteria at the same level or higher than what was included in the Community Benefit Agreement between the City of San Luis Obispo and the Operator, MOM SLO LLC dba Megan’s Organic Market. In witness of its acceptance of the terms and conditions of this Acknowledgement, ODLAS Investments LLC, by its duly authorized representative Tyler Saldo, have duly signed and dated this Agreement as follows: Executed this 14th day of July, 2021. ODLAS Investments LLC by Tyler Saldo, its Manager DocuSign Envelope ID: 4EE0AE49-1762-4245-9325-466239822EAF Acknowledgement of MOM SLO LLC Commercial Cannabis Operator Community Benefit Agreement and Proposed External Owner’s Commitment to Satisfy Obligations Created Under the Community Benefit Agreement STATE OF CALIFORNIA COUNTY OF SAN LUIS OBISPO The undersigned, MOM USA LLC by its Manager Megan Souza, does hereby acknowledge, certify, and affirm that: 1. Megan Souza has the authority to bind MOM USA LLC as its Manager. 2. Proposed External Owner, MOM USA LLC, agrees and consents to consummate the proposed transfer of ownership and become a new Owner approved by the City of San Luis Obispo and further agrees and consents to take the ownership interest described in the Transfer of Ownership Request - Megan's Organic Market dated July 14, 2021, including the obligations incident to such ownership interest,such as the commitment to satisfy all obligations created under the Community Benefit Agreement criteria at the same level or higher than what was included in the Community Benefit Agreement between the City of San Luis Obispo and the Operator, MOM SLO LLC dba Megan’s Organic Market. In witness of its acceptance of the terms and conditions of this Acknowledgement, MOM USA LLC, by its duly authorized representative Megan Souza,have duly signed and dated this Agreement as follows: Executed this 14th day of July, 2021. MOM USA LLC by Megan Souza, its Manager DocuSign Envelope ID: 4EE0AE49-1762-4245-9325-466239822EAF COMMUNITY BENEFIT AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND MEGAN’S ORGANIC MARKET SLO, LLC Page 1 of 9 COMMUNITY BENEFIT AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND RETAIL OPERATOR This Community Benefit Agreement (“Agreement”) is made and entered into in the City of San Luis Obispo on ______________________ (“Effective Date”) by and between the CITY OF SAN LUIS OBISPO, a California municipal corporation (“City”), and MEGAN’S ORGANIC MARKET SLO, LLC., (“Operator”). City and Operator shall be referred to jointly within this Agreement as the “parties” and individually as a “party.” RECITALS A. City of San Luis Obispo Municipal Code Chapter 9.10 (Cannabis Regulations) provides for the issuance of City Commercial Cannabis Operator Permit (“Permit”) to qualified business entities and individuals for the operation of specific types of commercial cannabis operations in the City subject to the requirements of Chapter 9.10 and 17.86.080 of the Municipal Code, state law and the specific conditions of a Commercial Cannabis Operation Permit. B. On November 13, 2019, the City’s Planning Commission issued Operator a Conditional Use Permit for cannabis retail operations. C. On January 29, 2020, Operator submitted an application for a Commercial Cannabis Operator Permit to allow Operator to operate a commercial cannabis business within the City. D. On September 5, 2019, a Commercial Cannabis Operator’s Permit was granted to Operator. E. As part of its application, Operator made commitments to provide certain community benefits in consideration for the privilege of operating a commercial cannabis business in the City, as well as to ameliorate the impact of operating a cannabis business in the City, and to help maintain and promote the health, safety and welfare of the residents and visitors of the City. F. In accordance with City of San Luis Obispo Municipal Code Chapter 9.10 and City Council Resolution 11067, Operator’s application was scored using merit criteria factors adopted by Council, including factors related to the community benefits that Operator committed to provide. The community benefits Operator committed to provide as part of its application were, in part, the basis for Operator receiving a sufficiently high merit criteria score to result in Operator being granted a Commercial Cannabis Operator Permit. G. This Agreement, consistent with the commitments made by Operator as part of its Cannabis Operator Permit application, sets forth the community benefits Operator will provide as a condition of operating a commercial cannabis retail operation in the City, the timeline and process by which Operator will demonstrate compliance with Operator’s commitment to provide community benefits, and provisions for enforcement if Operator does not provide the community benefits Operator has agreed to provide. DocuSign Envelope ID: 4EE0AE49-1762-4245-9325-466239822EAF COMMUNITY BENEFIT AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND MEGAN’S ORGANIC MARKET Page 2 of 9 OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: 1. DEFINITIONS. Within this Agreement, the following terms have the meanings set forth below: 1.1 “Cannabis” means all parts of the plant Cannabis sativa Linnaeus, Cannabis indica, or Cannabis ruderalis, whether growing or not; the seeds thereof; the resin, whether crude or purified, extracted from any part of the plant; and every compound, manufacture, salt, derivative, mixture, or preparation of the plant, its seeds, or resin. “Cannabis” also means the separated resin, whether crude or purified, obtained from cannabis. “Cannabis” does not include the mature stalks of the plant, fiber produced from the stalks, oil or cake made from the seeds of the plant, any other compound, manufacture, salt, derivative, mixture, or preparation of the mature stalks (except the resin extracted therefrom), fiber, oil, or cake, or the sterilized seed of the plant which is incapable of germination. 1.2 “Commercial Cannabis Operator Permit” means a permit required by the City of San Luis Obispo pursuant to City of San Luis Obispo Municipal Code Chapter 9.10 to conduct commercial cannabis activity or a commercial cannabis business in the City. 1.3 “Local” shall mean the area within the boundaries of City of San Luis Obispo and San Luis Obispo County, California. 2. TERM AND TERMINATION 2.1 The term of this Agreement (the “Term”) starts on the Effective Date, and shall continue in full force and effect until any of the following events occurs: a. Operator fails to maintain current and valid City Use and Operating Permits including, but not limited to, through revocation by the City or the failure to renew a permit). b. Operator permanently ceases cannabis operations in the City conducted pursuant to a City of San Luis Obispo commercial cannabis operator permit associated with this Agreement. c. The parties terminate this Agreement pursuant to mutual written agreement. 3. COMMUNITY BENEFIT Purpose. The Operator must demonstrate a commitment to local hiring and community support as was offered in the Operator’s approved application. To that end, the Operator will make best faith efforts consistent with State and federal law to use local contractors and workers for its site and building improvements, for its employees, and for any other economic activity the Operator DocuSign Envelope ID: 4EE0AE49-1762-4245-9325-466239822EAF COMMUNITY BENEFIT AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND MEGAN’S ORGANIC MARKET Page 3 of 9 is engaged with concerning the commercial cannabis operations that are the subject of Operator’s Cannabis Operator Permit. Likewise, the community benefits offered by Operator will support community programs in San Luis Obispo, County (i.e. park cleanups, facility improvements, donating supplies/equipment to youth programs, etc.) Consistent with its commitments included in its application for a Commercial Cannabis Operator Permit, Operator shall provide the benefits to the community set forth in Section 3. 3.1 Community Benefit Commitments. Operator will: a. Commit to hiring 100% SLO County residents as new employees, with a preference for SLO City residents. b. Commit to source over 80% of supplies and equipment from businesses within 90 miles. In addition, operator commits to using local contractors for dispensary build out and designating prime shelf space for local brands. c. Commit to provide at least 40 hours per month of community support. d. Commit to provide at least $2,000 per month in community support. This support will include sponsorship of San Luis Obispo Chamber of Commerce’s Leadership SLO class members, educational scholarships for Cal Poly and Cuesta students, donations to Community Action Partnership and its affiliated organizations, etc. e. Uphold all other Community Benefit commitments made by Operator in their application for a Cannabis Operator Permit. 4. EQUITY AND LABOR 4.1 Intent. Operator commits to equity ownership and competitive compensation in comparison to other mainstream commercial businesses within the City of San Luis Obispo. 4.2 Equity and Labor Commitments. Operator will: a. Create an average pay rate for entry and mid-level positions of at least 40% more than the median local income for similar positions in other mainstream businesses. b. Commits to providing a base wage of employees that exceeds the minimum wage by at least $4.00/hr. c. Commits to have a Labor Peace Agreement that is compliant with state mandates. d. Commits to making special efforts to achieve high levels of diversity and gender parity among its staff (and pay rates), and to provide a welcoming retail environment for all DocuSign Envelope ID: 4EE0AE49-1762-4245-9325-466239822EAF COMMUNITY BENEFIT AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND MEGAN’S ORGANIC MARKET Page 4 of 9 customers regardless of race, gender, sexual orientation, etc. Megan’s Organic Market hiring managers will use inclusive hiring practices designed to reduce discrimination. e. Uphold all other Labor and Equity Commitments made in their application. Nothing in this Agreement shall require the Operator to offer employment to individuals who are not otherwise qualified for such employment. Without limiting the generality of the foregoing, the provisions of this Section are not intended, and shall not be construed, to benefit or be enforceable by any person whatsoever other than the City. 5. Messaging Commitments. 5.1 Intent. Operator commits to keep cannabis from being diverted to minors including advertising that is appropriately targeted to adult audiences. Likewise, Operator commits to promote responsible use of cannabis including messaging on packaging, tracking, offering lower dose THC product options, offering to track use via “user determined quotas,” posting information on cannabis use disorder and cautions of the development of the adolescent brain. The Operator is committed to upholding all messaging strategies and commitments made in their cannabis operator permit application. 5.2 Messaging Commitments. Operator will: a. Operator maintains their proposed strategy to keep cannabis from being diverted to minors including advertising that is appropriately targeted to adult audiences. b. Operator maintains their proposed strategy to promote responsible use of all cannabis messaging including messaging on packaging, offering lower dose THC product options, offering to track use via “user determined quotas”, posting information on cannabis use disorder and cautions. 6. MEDICAL RETAIL 6.1 Intent. The Operator is committed to providing retail medical cannabis products to consumers. 6.2 Medical Retail Commitments. Operator commits to providing retail medical cannabis products to consumers. 6.3 The Operator shall also conform to all Bureau of Cannabis Control (BCC) and state regulations related to the records keeping, monitoring and selling of products designated as For Medical Use Only.” 7. COMMUNITY RELATIONS 7.1 Intent. Operator is committed to upholding community relations commitments made in their cannabis operator permit application. DocuSign Envelope ID: 4EE0AE49-1762-4245-9325-466239822EAF COMMUNITY BENEFIT AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND MEGAN’S ORGANIC MARKET Page 5 of 9 7.2 Community Relations Commitments. Operator will: a. The Operator commits to sending letters of introduction and invitation to every residence and business within 500 ft of proposed dispensary location. b. The Operator also commits to organizing quarterly community meetings with interested residents and business owners in the surrounding area. These meetings will be meant to both address neighbor concerns and build better relationships with the community. 8. EDUCATION 8.1 Intent. Operator is committed to upholding education commitments made in their cannabis operator permit application. 8.2 Education Commitments. Operator will host in-store tours and workshops with a focus on dosing, modes of ingestion, safe use, secure storage, and local and St ate regulations. These events will occur once per quarter at minimum, with a goal of once per month. 9. ENVIRONMENTAL SUSTANABILITY 9.1 Intent. Operator is committed to upholding sustainability commitments made in their cannabis operator permit application. 9.2 Environmental Sustainability Commitments. Operator will: a. Reward biking and walking to work b. Become Green Business Certified c. Use energy efficient and low flow appliances d. Install solar panels and will strive for net zero energy consumption e. Use drought tolerant landscaping f. Install an electric vehicle charging station g. Install a bike rack h. Install a rainwater capture system 10. RECORDS Records. Pursuant to City Municipal Code Chapter 9.10.130 - Records and Reports - Operator shall keep, and require subcontractors to keep, subject to the Health Insurance Portability and DocuSign Envelope ID: 4EE0AE49-1762-4245-9325-466239822EAF COMMUNITY BENEFIT AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND MEGAN’S ORGANIC MARKET Page 6 of 9 Accountability Act (HIPAA) regulations, books, records, accounts, and any and all data relevant to its permitted activities for the purpose of conducting an audit, examination or inspection or other documents relating to the status of community support, equity and labor, messaging, medical retail, community relations, education and all other community benefit commitments the operator made in their application as shall be necessary to demonstrate good faith compliance with the Operative Provisions made in this Community Benefit Agreement. Limited exclusively to purposes concerning the performance and enforcement of the Community Benefit Commitments, the City Manager or their designee shall have full and free access to such books and records at all times during normal business hours of the City, including the right to inspect, copy, audit and make records and transcripts from such records. 11. ENFORCEMENT 11.1 Annual Reports and Compliance Checks. Pursuant to City Municipal Code Section 9.10.190, compliance with the terms of this Community Benefit Agreement will be reviewed at least as often as during the annual renewal process. The Operator will supply to the City Manager’s designee all reports and other records that document Operator’s compliance or lack of compliance with the terms of this Agreement during the previous year of operation. The reports and other records shall be submitted at the time of scheduled annual renewal compliance check that will be coordinated by the Operator and police department, code enforcement staff and/or any other duly authorized agent of the City. 11.2 Confidentiality. All information obtained by the City from the Operator in performance of this Agreement shall be considered confidential to the fullest extent provided by law, unless such information is in the public domain. The City shall not release or disclose any such information to persons or entities other than the City and/or any other duly authorized agent of the City without prior written authorization from the Operator, unless disclosure is otherwise required by law. 11.3 Suspension or Revocation of Operator’s Permit. a. The City Manager or their designee is authorized to suspend or revoke the Operator’s Permit associated with this Agreement in accordance with the provisions of City Municipal Code Section 9.10.090 upon the determination by City that Operator has failed to comply with any provision of this Agreement. b. If City determines that Operator is not abiding by any term or condition of this Agreement, the City will notify Operator in writing of such failure to perform. Operator shall have ten (10) calendar days from the date of the notice in which to cure the identified failure to perform or provide City with a schedule for curing the failure to perform that is satisfactory to the City. If Operator has not cured the failure to perform or provided City with a schedule for curing the failure to perform that is satisfactory to the City within the ten (10) days from the date of the notice, Operator’s Commercial Cannabis Operator Permit shall be subject to suspension or revocation in accordance with City Municipal Code Chapter 9.10. c. Conditions (if any) of suspension or revocation are at the discretion of the City Manager or their designee and may include, but are not limited to, a prohibition on all owners, operators, managers and employees of the suspended or revoked commercial cannabis operation DocuSign Envelope ID: 4EE0AE49-1762-4245-9325-466239822EAF COMMUNITY BENEFIT AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND MEGAN’S ORGANIC MARKET Page 7 of 9 from operating within the City for a period of time set forth in writing and/or, if it is determined by the City Manager or designee that operations may resume, a requirement for the holder of the suspended or revoked permit to resubmit an application for a Permit pursuant to the requirements of City of San Luis Obispo Municipal Code Chapter 9.10. 12. MISCELLANEOUS PROVISIONS. 12.1 Notices. a. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager, City of San Luis Obispo, 990 Palm Street., San Luis Obispo, CA 93401 and in the case of the Operator, to the person(s) at the address designated on the execution page of this Agreement. b. Notice shall be deemed served at the time personally delivered or in three (3) days from the date of mailing if mailed as provided in this Section. c. A party may change the person or persons designated for receipt of notices on behalf of that party and/or the address designated for receipt of notices for that party by giving written notice to the other party in accordance with this Section. 12.2 Status of the Operator. Operator is not an official, officer, employee, agent or representative of the City and shall have no authority to bind the City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against the City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by the City. Operator shall not at any time or in any manner represent that Operator or any of Operator’s officers, employees, or agents are in any manner officials, officers, employees, agents, or representatives of the City. Neither the Operator, nor any of the Operator’s officers, employees, or agents, have or shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to the City’s employees. 12.3 Integration. Operator’s application for a Commercial Cannabis Business Operator’s Permit, the Cannabis Operator’s Permit issued by City to Operator, and all terms and conditions thereof, are hereby incorporated by reference and made a part of this Agreement as if fully set forth herein. 12.4 Binding Agreement. The parties to this Agreement, and each of them, agree that this Agreement, and each term hereof, is legal and valid and is binding and enforceable on each party and on each party’s successors and assigns. The parties to this Agreement, and each of them, hereby covenant and agree that they not commence, maintain, or prosecute any claim, demand, cause of action, suit, or other proceeding against any other party to this Agreement, in law or in equity, or based on any allegation or assertion in any such action, that this Agreement or any term hereof is void, invalid, or unenforceable. 12.5 Waiver. All waivers of performance must be in a writing signed by the party granting the waiver. Failure by a party to insist upon the strict performance of any provision of DocuSign Envelope ID: 4EE0AE49-1762-4245-9325-466239822EAF COMMUNITY BENEFIT AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND MEGAN’S ORGANIC MARKET Page 8 of 9 this Agreement shall not be a waiver of future performance of the same or any other provision of this Agreement. 12.6 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 12.7 Governing Law and Venue. This Agreement shall be governed and interpreted in accordance with California law, with venue for any litigation concerning this Agreement in City of San Luis Obispo, San Luis Obispo County, California. 12.8 Severability. Should any provision of this Agreement be declared invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining provisions of this Agreement which are hereby declared as severable, shall remain in full force and effect, and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 12.9 Amendment. No amendment to or modification of this Agreement shall be valid or enforceable unless made in a writing executed on behalf of Operator, or its designee, and the City Manager, or his or her designee. 12.10 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous discussions, agreements or understandings of the parties, whether written or oral, unless specifically incorporated into this Agreement. 12.11 Counterparts. This Agreement may be executed by the parties in counterparts, which together shall have the same effect as if each party had executed the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written (“Effective Date”). CITY: CITY OF SAN LUIS OBISPO, a California municipal corporation Derek Johnson, City Manager ATTEST: Teresa Purrington, City Clerk DocuSign Envelope ID: 4EE0AE49-1762-4245-9325-466239822EAF COMMUNITY BENEFIT AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND MEGAN’S ORGANIC MARKET Page 9 of 9 APPROVED AS TO FORM: Christine Dietrick, City Attorney OPERATOR: Megan’s Organic Market SLO, LLC, a California limited liability company By:_________________________________ Name:_______________________________ Title:________________________________ Address:______________________________ DocuSign Envelope ID: 4EE0AE49-1762-4245-9325-466239822EAF Attachment 2 Proposed External Owners Current LLC Statements of Information DocuSign Envelope ID: 287BDA9D-2123-4A50-AB79-4E4D2810D6D3 LC-12SecretaryofState Statement of Information Limited Liability Company) IMPORTANT — Read instructions before completing this form. Filing Fee – $20.00 Copy Fees – First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees This Space For Office Use Only 1. Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name, see instructions.) 2. 12-Digit Secretary of State File Number 3. State, Foreign Country or Place of Organization (only if formed outside of California) 4. Business Addresses a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code CA Date Type or Print Name of Person Completing the Form Title Signature c. Street Address of California Office, if Item 4a is not in California - Do not list a P.O. Box City (no abbreviations) State Zip Code If no managers have been appointed or elected, provide the name and address of each member. At least one name and address must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is an entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the LLC has additional managers/members, enter the name(s) and addresses on Form LLC-12A (see instructions). 5. Manager(s) or Member(s) a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix b. Entity Name - Do not complete Item 5a c. Address City (no abbreviations) State Zip Code 6. Service of Process (Must provide either Individual OR Corporation.) INDIVIDUAL – Complete Items 6a and 6b only. Must include agent’s full name and California street address. a. California Agent's First Name (if agent is not a corporation) Middle Name Last Name Suffix b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box City (no abbreviations) State CA Zip Code CORPORATION – Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 6a or 6b 7. Type of Business a. Describe the type of business or services of the Limited Liability Company 8. Chief Executive Officer, if elected or appointed a. First Name Middle Name Last Name Suffix b. Address City (no abbreviations) State Zip Code 9. The Information contained herein, including any attachments, is true and correct. Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address. This information will become public when filed. SEE INSTRUCTIONS BEFORE COMPLETING.) Name: Company: Address: City/State/Zip: LLC-12 (REV 01/2017) 2017 California Secretary of State www.sos.ca.gov/business/be 21-B07226 FILED In the office of the Secretary of State of the State of California FEB 25, 2021 ODLAS INVESTMENTS LLC 202105510043 CALIFORNIA 93420 CA 93406 93420CA2550SoftchessPlaceArroyoGrande PO Box 12410 San Luis Obispo 2550 Softchess Place Arroyo Grande Saldo Avil 0 Softchess Place Arroyo Grande 93420 Tyler B 6699 CA SaldoBTyler Manage Various Investments 02/25/2021 Tyler B Saldo Attorney in Fact Page 1 of 2 LLC-12A - Attachment (EST 07/2016) 2016 California Secretary of State www.sos.ca.gov/business/be Attachment to Statement of Information Limited Liability Company) LLC-12A Attachment This Space For Office Use Only A. Limited Liability Company Name B. 12-Digit Secretary of State File Number C. State or Place of Organization (only if formed outside of California) D. List of Additional Manager(s) or Member(s) - If the manager/member is an individual, enter the individual’s name and address. If the manager/member is an entity, enter the entity’s name and address. Note: The LLC cannot serve as its own manager or member. First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Nam e Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code 21-B07226 ODLAS INVESTMENTS LLC 202105510043 CALIFORNIA Marian Francis Saldo 2550 Softchess Place Arroyo Grande CA 93420 Page 2 of 2 LC-12SecretaryofState Statement of Information Limited Liability Company) IMPORTANT — Read instructions before completing this form. Filing Fee – $20.00 Copy Fees – First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees This Space For Office Use Only 1. Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name, see instructions.) 2. 12-Digit Secretary of State File Number 3. State, Foreign Country or Place of Organization (only if formed outside of California) 4. Business Addresses a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code CA Date Type or Print Name of Person Completing the Form Title Signature c. Street Address of California Office, if Item 4a is not in California - Do not list a P.O. Box City (no abbreviations) State Zip Code If no managers have been appointed or elected, provide the name and address of each member. At least one name and address must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is an entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the LLC has additional managers/members, enter the name(s) and addresses on Form LLC-12A (see instructions). 5. Manager(s) or Member(s) a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix b. Entity Name - Do not complete Item 5a c. Address City (no abbreviations) State Zip Code 6. Service of Process (Must provide either Individual OR Corporation.) INDIVIDUAL – Complete Items 6a and 6b only. Must include agent’s full name and California street address. a. California Agent's First Name (if agent is not a corporation) Middle Name Last Name Suffix b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box City (no abbreviations) State CA Zip Code CORPORATION – Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 6a or 6b 7. Type of Business a. Describe the type of business or services of the Limited Liability Company 8. Chief Executive Officer, if elected or appointed a. First Name Middle Name Last Name Suffix b. Address City (no abbreviations) State Zip Code 9. The Information contained herein, including any attachments, is true and correct. Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address. This information will become public when filed. SEE INSTRUCTIONS BEFORE COMPLETING.) Name: Company: Address: City/State/Zip: LLC-12 (REV 01/2017) 2017 California Secretary of State www.sos.ca.gov/business/be 21-B03556 FILED In the office of the Secretary of State of the State of California FEB 24, 2021 MOM USA LLC 202029010202 CALIFORNIA 93442 CA 93442 93442CA630QuintanaRoad, Suite #113 Morro Bay 630 Quintana Road, Suite #113 Morro Bay 630 Quintana Road, Suite #113 Morro Bay Powers Morro Bay MOM Inc. 630 Quintana Road, Suite #113 Morro Bay 93442 Eric 630 Quintana Road, Suite #113 93442 CA Souza Morro Bay Retail Megan 630 Quintana Road, Suite #113 CA 93442 02/24/2021 Mark B Cardona General Counsel Page 1 of 1