HomeMy WebLinkAboutVCA-OPS, Inc - Loan Agreement - 04.25.23UUUU,DlylI CI milli IC IU. ( JC
LOAN AGREEMENT
THIS AGREEMENT (the Agreement) is made as of this 25th day of April, 2023,
between Daniel Pettigrew (the Owner) of VCA-OPS, Inc and the CITY OF FRESNO, a
municipal corporation (the City).
RECITALS
A. The City wishes to loan, and Owner wishes to borrow the sum of $49,900
(the Funds) for the purpose of start-up and operation costs of a legally permitted
commercial cannabis business or cannabis retail business in the City of Fresno (the
Project), upon the terms and conditions contained herein.
NOW, THEREFORE, the City and Owner agree as follows:
1. LOAN. The City agrees to loan the Funds to Owner, and Owner agrees to
borrow the Funds subject to the following terms and conditions:
(a) Owner shall not use the the Funds in a manner or for purposes other
than the acquisition and development of the Project.
(b) The parties hereto agree that Owner's failure to be operational within
18 months, including but not limited to obtaining a Commercial Cannabis Business
Permit, will terminate this Agreement.
(c) Owner shall repay the Funds to City with no interest.
2. TERMS OF REPAYMENT. Beginning the 1st of the month following twelve
months after Funds disbursement, Owner agrees to begin making equal payments to re-
pay the loan balance for 36 consecutive months. Payment is due on the 1st of each
month. There is no penalty for early repayment.
The City may, at its discretion, agree to an alternative re -payment plan with
the Owner if demonstrated hardship warrants. The agreement must be in writing and
signed by both parties. The City Manager may, at his/her discretion, agree to forgive the
balance of the loan if the cannabis social equity business has ceased operations and the
Commercial Cannabis Business Permit is surrendered or revoked.
3. DISBURSEMENTS. The City shall fully disburse the Funds to Owner within
thirty days of execution of this agreement. Owner shall use such disbursed Funds only
for purposes in connection with the payment of certain legal assistance, regulatory
compliance, fixtures and equipment, and capital improvements relating to the operation
of a permitted commercial cannabis business.
4. INDEMNIFICATION. To the furthest extent allowed by law, Owner shall
indemnify, hold harmless and defend City, GO -Biz and each of their officers, officials,
employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures,
costs and damages (whether in contract, tort or strict liability, including but not limited to
personal injury, death at any time and property damage) incurred by City, GO -Biz, Owner
or any other person, and from any and all claims, demands and actions in law or equity
(including reasonable attorney's fees, litigation expenses and cost to enforce this
agreement), arising or alleged to have arisen directly or indirectly out of the loan referenced
herein. Owner's obligations under the preceding sentence shall apply regardless of whether
Social Equity Cannabis Loan Agreement
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City, Go -Biz or any of their officers, officials, employees, agents or volunteers are negligent,
but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused
solely by the gross negligence, or caused by the willful misconduct, of City, Go -Biz or any
of their officers, officials, employees, agents or volunteers.
This section shall survive termination or expiration of this Agreement.
5. OWNER COOPERATION WITH THE CITY. Owner covenants to cooperate
with the City and respond promptly to all requests by the City necessary to maintain the
City's compliance with the Agreement. Owner intends to develop a commercial cannabis
business that is permitted in the City of Fresno and in compliance with local and State
law.
6. OWNER'S DEFAULT AND RIGHT TO CURE. A default shall be defined
as a failure by Owner to fulfill any obligation created under this Agreement. The loan will
be considered in default when a payment is missed and remains unpaid 30 calendar days
from the due date. Upon receipt of written notice from the City of any default hereunder,
Owner shall cure such default within 30 calendar days and bring account back into good
standing.
7. THE CITY'S REMEDIES. Should Owner fail to cure a default under this
Agreement pursuant to Section 6 above, in addition to other rights and remedies
permitted by the Agreement or applicable law, the City, in its sole discretion, may proceed
with any or all of the following remedies in any order or combination:
(a) Bring an action in equitable relief seeking specific performance by
Owner of the terms and conditions of this Agreement;
(b) Enjoin, abate, or prevent any violation of said terms and conditions
of the Agreement;
(c) Seek declaratory relief;
(d) Bring an action for return of any funds disbursed to Owner that
Owner has not used pursuant to the terms of this Agreement;
(e) Terminate this Agreement and cease to disburse funds;
(f) Revoke Owner's Commercial Cannabis Business Permit pursuant to
FMC Section 9-3321;
(g) Pursue any other remedy allowed at law or in equity.
8. GOVERNING LAW AND VENUE. This Agreement shall be interpreted
under and governed by the laws of the State of California. A party must bring any legal
action in the Superior Court of Fresno, in an appropriate municipal court in Fresno County,
or in the United States District Court serving Fresno County.
9. NO WAIVER. Any waiver by either the City or Owner of any obligation in this
Agreement must be in writing. No waiver shall be implied from any delay or failure of the
City or Owner to take action on any default by the other party or to pursue any remedy
allowed under this Agreement or applicable law. Any extension of time granted to Owner to
perform any obligation under this Agreement shall not operate as a waiver or release from
any of its obligations under this Agreement. Consent by the City or Owner to any act or
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Social Equity Cannabis Loan Agreement
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omission by the other party shall not be construed to be consent to any other act or omission
or to waive the requirement for the City or Owner's written consent to future waivers.
10. NOTICES. All notices, requests and demands given to or made upon the
respective parties shall be deemed to have been given or made when upon deposit with
any overnight delivery service, or three days after deposit with certified mail, return receipt
requested, and addressed as follows:
Owner: Jamil Taylor
VCA-OPS, Inc
420 W Haron St. #224
Chicago, Illinois 60654
jamil@violabrands.com
Grantor: City of Fresno
Fresno City Hall
2600 Fresno Street, Room 2084
Fresno, California 93721
Attention: City Manager
11. BINDING UPON SUCCESSORS. All provisions of this Agreement shall be
binding upon and inure to the benefit of the heirs, administrators, executors, successors -
in -interest, transferees, and assigns of each of the parties; provided, however, that this
section does not waive the prohibition on assignment of this Agreement by Owner without
the City's consent. The term "Owner" as used in this Agreement shall include all assigns,
successors -in -interest, and transferees of Owner.
12. RELATIONSHIP OF PARTIES. The relationship of the City and Owner
under this Agreement is and shall remain solely that of a lender and borrower under a
loan agreement and shall not be construed as a joint venture, equity venture, partnership,
or any other relationship. The City neither undertakes nor assumes any responsibility or
duty to Owner (except as provided herein) or to any third party with respect to the matters
described herein. Owner shall have no authority to act as an agent of the City or to bind
the City to any obligation.
13. AMENDMENTS AND MODIFICATIONS. Any amendments or modifications
to this Agreement must be in writing, and shall be effective only if executed by both the
City and Owner.
14. TIME. Time is of the essence in this Agreement.
15. INTEGRATION. This Agreement contains the entire agreement of the parties
and supersedes any and all prior negotiations.
16. SEVERABILITY. If any provision of this Agreement shall be held invalid,
illegal or unenforceable by a court of competent jurisdiction, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired by
such holding.
17. EXECUTION OF COUNTERPARTS. This Agreement may be simultaneously
executed in counterparts, each of which shall be an original and all of which shall constitute
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but one and the same instrument; provided, however, that only the counterpart delivered to
the City shall be deemed the original.
[SIGNATURE PAGE IS THE NEXT PAGE]
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Social Equity Cannabis Loan Agreement
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first hereinabove written.
THE CITY:
CITY OF FRESNO,
a Cali RQIMt,r cipal corporation
4/27/2023
By: _
Georgeanne A. White
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney DocuSignedby:
By:
(��q,y 0,A�2023
Heather Thomas Date
Deputy City Attorney II
ATTEST:
TODD STERMER, CMC
City Clerk DawSignedby:
5rl" g64ti!'' 4/27/2023
By:
Deputy
OWN ' ecd5ign@d by:
By:�p�,� 4/25/2023
Name: Daniel Pettigrew
Title: Secretary
Address:
VCA-OPS, Inc.
420 W Haron Street, #224
Chicago, IL 60654
jamil@violabrands.com