Agenda Packets - 2025/03/03 - Laserfiche WebLink

Home Browse Search

2 DOCSOPEN\MU210\317\1012155.v2-2/26/25DOCSOPEN\MU210\317\1012155.v1-2/26/25 DOCSOPEN\MU210\317\1012155.v2-2/26/25 2 DOCSOPEN\MU210\317\1012155.v1-2/26/25 NOW, THEREFORE, the City and GWC enter into this MOU for the reasons set forth above: 1. INTRODUCTION. This MOU sets forth a summary of the essential terms of the contemplated contractual relationship between the City and GWC but is not exhaustive of all the terms the Parties will require in the final agreements between them, when the Parties, upon successful negotiations, agree to all terms. It is the Parties ’ intent that this MOU provide an outline for the preparation of the definitive documents between the Parties as to the subject matter hereof (the “Definitive Documents”) and is specifically entered into to provide the OCM with adequate information necessary to meet the application requirements for a municipal cannabis license. 2. PURPOSE. The City desires to obtain a cannabis retail license and has determined that it is in the best interest of the City to enter into a relationship with GWC as described herein. Thereby, the Parties desire to enter into an agreement or agreements as part of the Definitive Documents whereby GWC shall provide consultant services, branding services, staffing services, and related services as allowed under Minn. Stat. § 342.185, subd. 1 (g), paragraph 6 under the designation “True party of interest does not include.” By entering into the Definitive Documents, the Parties agree that GWC, nor its affiliates or assigns, shall have the right to exercise control over the City’s cannabis business, the right to receive some or all of the City’s revenue, gross profit, or net profit, nor obtain any ownership or control of the City’s business. I 2.3.CONTROL OF CANNABIS BUSINESS. The City shall, at all times, retain control, as it is defined in Minnesota Statues, section 342.185, subd. 1 (b) over the cannabis business. GWC will operate as a consultant and advise the City on best practices related to the operation of the cannabis business. GWC will also operate as a service provider operating the cannabis business at the direction of the City. GWC agrees to provide management services of the cannabis business, but such management shall not be independent and shall be at the direction of the City and pursuant to City-adopted policies and procedures. At no time with GWC gain any ownership of the cannabis business or municipal cannabis license. 3. PHYSICAL LOCATION. The Parties acknowledge and understand that the location of the cannabis business, including any property interests held by each Party, is subject to change as a final location is determined. The Parties acknowledge and understand that the relationship between the parties related to the physical location may impact the structure of the fee described in Section 5. 4. FEE STRUCTURE. The City agrees to compensate GWC using a management fee structure. Commented [JS2]: I am concerned this may be read as attempting to shoehorn this agreement into an exception that may not apply. Instead, my suggestion is to acknowledge that GWC may be considered a true party of interest, but that they will never “own” more than 10% of the business - meaning they would not be prohibited from being involved with the business. I have attempted to draft terms that both set out these parameters and “explain” to an OCM reviewer reading this agreement how to proceed. Commented [KL3R2]: There is no way GWC will be considered a true party of interest in the final agreement, so we think is best delete this sentence. Commented [KL4R2]: And this is acknowledged in the whereas, and it becomes redundant here. Commented [KL5]: The reason we went to the MOU instead of the more detailed agreement is to give OCM some time to think about public-private partnerships, so I prefer to leave this portion out of the MOU, and clarify it in the final agreement when we know more. Formatted: Underline Formatted: No underline Formatted: No underline