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HomeMy WebLinkAboutC-20-5 Authentic Fresno RedactedApplicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-5 Submitted On: Dec 02, 2020 Applicant Ellen Wysocki ellen.wysocki@shrynegroup.com Applicant (Entity) Name: Authentic Fresno North LLC DBA: Authentic Fresno Physical Address: 4931 N Blackstone Ave City: Fresno State: CA Zip Code: 93726 Primary Contact Same as Above? No Primary Contact Name: Brian Mitchell Primary Contact Title: Co-Owner / Co-CEO Primary Contact Address: 728 E Commercial St. Primary Contact City: Los Angeles Primary Contact State: CA Primary Contact Zip Code: 90012 Primary Contact Phone: (415)336-0374 Primary Contact Email: brian.mitchell@shrynegroup.com HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?: Yes Select one or more of the following categories. For each category, indicate whether you are applying for Adult-Use (“A”) or/and Medicinal (“M”) or both Both Please make one selection for permit type. If making multiple applications, please submit a new application for each permit type and proposed location. Permit Type Retail (Storefront) Business Formation Documentation: Limited Liability Company Property Owner Name: Charles Pashayan, Jr. and other tenants in common Proposed Location Address: 4931 N Blackstone Ave City: Fresno State: CA Zip Code:Property Owner Phone: Supporting Information Application Certification 93726 410-745-2322 Property Owner Email:Assessor's Parcel Number (APN): 425-092-30 Proposed Location Square Footage: 11000 List all fictitious business names the applicant is operating under including the address where each business is located: The applicant was formed for the purpose of applying for a cannabis permit in Fresno and does not have any operations yet. Has the Applicant or any of its owners been the subject of any administrative action, including but not limited to suspension, denial, or revocation of a cannabis business license at any time during the past three (3) years? No Is the Applicant or any of its owners currently involved in an application process in any other jurisdiction? Yes If so, please list and explain: El Cerrito, Fairfield, Tracy, El Centro, Union City, Stanton, and Concord. These are all for storefront retail applications. I hereby certify, under penalty of perjury, on behalf of myself and all owners, managers and supervisors identified in this application that the statements and information furnished in this application and the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. I understand that a misrepresentation of fact is cause for rejection of this application, denial of the permit, or revocation of a permit issued. In addition, I understand that the filing of this application grants the City of Fresno permission to reproduce submitted materials for distribution to staff, Commission, Board and City Council Members, and other Agencies to process the application. Nothing in this consent, however, shall entitle any person to make use of the intellectual property in plans, exhibits, and photographs for any purpose unrelated to the City's consideration of this application. Furthermore, by submitting this application, I understand and agree that any business resulting from an approval shall be maintained and operated in accordance with requirements of the City of Fresno Municipal Code and State law. Under penalty of perjury, I hereby declare that the information contained in within and submitted with the application is true, complete, and accurate. Iunderstand that a misrepresentation of the facts is cause for rejection of this application, denial of a permit or revocation of an issued permit. A denial or revocation on these grounds shall not be appealable (FMC 9-3319(d)). Name and Digital Signature true Title Retail Expansion Analyst Please note: the issuance of a permit will be determined based on the application you submit and any major changes to your business or proposal (i.e. ownership, location, etc.) after your application is submitted may result in a denial. All applications submitted are considered public documents for Public Records Act request purposes. For details about the information required as part of the application process, see the Application Procedures & Guidelines, City of Fresno Municipal Code Article 33 and any additional requirements to complete the application process. All documents can be found online via this link. For questions please contact the City Manager’s Office at 559.621.5555. 1. BUSINESS PLAN 1.1. Owner Qualifications The applicant Authentic Fresno North LLC (“Authentic Fresno”) is owned by Shryne Group Inc. (“Shryne”) and Fresno County local Matt Garza. Shryne is the parent entity and owner of various other cannabis retail, manufacturing, cultivation, distribution, real estate and IP assets. Leadership Authentic Fresno’s extraordinary track record of success can be attributed to its leadership. The co- owners of Authentic Fresno, Brian Mitchell, James Kim, Tony Huang, Jon Avidor and Matt Garza together have over 32 years of experience in different aspects of the cannabis business which are essential to the success of the business. Together they have also built an invaluable team around them from within the cannabis industry and other industries such as finance, legal, compliance, and consumer packaged goods to build the number one cannabis retail company in California. Authentic Fresno’s ownership and qualifications are set forth below. Matt Garza Co-Owner / Co-CEO Matt is a lifelong Fresno County resident having grown up in Easton, a few miles outside of the City of Fresno, and having attended Fresno State University. After a successful 12 year Major League Baseball career, Matt started G7 Commercial, a real estate investment and management company based in the City of Fresno which develops real estate within the City of Fresno. Since 2017, Matt and G7 Commercial have developed numerous properties including a raisin farm in the City of Fresno in 2019. Matt also owns Dagobahz, which owns and operates 2 cannabis cultivation facilities in Mendocino County, and DD559 which is a cannabis and hemp product line. Matt will leverage his understanding of local consumer demand and preferences and his cannabis cultivation and manufacturing experience to help Authentic Fresno provide the safest and highest quality products to the citizens of Fresno. Brian Mitchell Co-Owner and Co-CEO Brian Mitchell has dedicated the last 10 years to cultivating, manufacturing and selling the purest, safest and highest quality products for medical patients, sufferers of physical ailments and recreational cannabis users. Brian is frequently featured as a cannabis industry expert on various news outlets and has been a vocal proponent of social capitalism, whereby big business makes a positive impact on the community in which it operates. Brian is regularly featured as an industry expert. Prior to becoming the CEO of Authentic Fresno, Brian founded and operated numerous companies, including Northstar Equities, a capital investment firm which focused on early stage investments with companies in the aerospace, construction, cannabis and technology sectors. Brian also founded a construction company, Signature Painting and Construction, Inc.1, which employs 100 individuals across three states. Spurred by his experience with medical cannabis when Brian had cancer, Brian has also founded and operates companies in each of the cannabis verticals, including a 160 acre cannabis cultivation farm in Humboldt County, Palmas, a high end cannabis brand for cannabis connoisseurs and 1 https://www.signatureservices.us/ La Corona Wellness Center, one of the first licensed adult use cannabis dispensaries in San Francisco2. His 15 years of experience founding and operating companies and his 10 years founding, operating and overseeing the growth of cannabis companies in the cultivation, manufacturing and retail verticals puts Brian in the optimal position to lead Authentic Fresno’s retail operations. James Kim Co-Owner and Managing Director A disabled army veteran, James discovered the benefits of cannabis 8 years ago after serving a 13-month tour in Iraq with the 101st Airborne Division. Having witnessed other fellow veterans becoming addicted to alcohol and opioids while battling PTSD from their deployment, James was determined to overcome his PTSD without becoming addicted to drugs or alcohol and to introduce others suffering from physical or mental trauma to the healing effects of marijuana. James devoted 6 months of his life to researching the benefits of cannabis after his tour ended and cannabis helped him safely overcome his PTSD. James went on to found Stiiizy – a cannabis vape pen, Liiit – flower and pre-rolls, Biiit – cannabis-infused gummies, and other cannabis brands in 2016. Since then, these brands have developed an avid following in California and are sold in 90% of cannabis retail stores across the state. At Shryne, James continues to build brand recognition and a loyal customer base with loyal fans lining up at our dispensary grand openings. No other cannabis retail store has its own product line which comes close to driving product loyalists to their retail stores quite like ours. James has also managed numerous dispensaries including Ironworks Collective, 1212 Broadway Medical Center Inc., and 10 Spot Collective in Santa Ana and learned every aspect of the cannabis retail business. James’s unique knowledge of retail operations and product development puts him in a prime situation to understand how to maximize sales through curating products geared towards each store and its community. At Authentic Fresno, James will oversee and be responsible for implementing every aspect of the business from curating in-house products and third-party products, supervising the implementation of Standard Operating Procedures, staffing levels, and more. James is frequently featured on Forbes, Hollywood Reporter, and Green Market Report as an expert in cannabis retail branding and for his work with the veteran community. 2 These assets are now owned by the Shryne Group. La Corona Wellness was rebranded to Stiiizy Mission in 2019. Tony Huang Co-Owner and Head of Operations Tony exemplifies the American dream of learning a craft from the ground up to eventually becoming a business owner. Tony’s journey in the cannabis industry began in 2007 when a neighbor hired him as a cashier/janitor/manager of a small medical dispensary in Marina Del Rey. Over the next 5 years, Tony learned every aspect of operating a cannabis dispensary business, from inventory management to after-hours clean-up of the store, and the owner eventually sold the business to Tony in 2012. Since becoming the owner of his first dispensary in 2012, Tony has owned, managed and built from the ground up numerous successful cannabis dispensaries and cultivation operations throughout California. Tony brings to Authentic Fresno his 12 years of hands on cannabis retail experience and has created the most effective and practical Standard Operating Procedures which exceed state and local requirements. Our stores’ extraordinary average revenue and cult-like following is a testament to Tony’s commitment to providing a luxurious and safe yet inclusive shopping experience. Jon Avidor Co-Owner and Executive Chairman Jon Avidor brings extensive experience in corporate governance and cannabis law. He has counseled both businesses and government agencies on cannabis regulations, and is a seasoned veteran in incorporating appropriate corporate governance and controls into a cannabis business. At Masur Griffitts Avidor LLP, Jon advised numerous cannabis companies on corporate governance, compliance and complex business transactions. Jon is considered a leading expert in corporate governance and capital markets in the cannabis industry and has been a featured speaker at Institutional Capital and Cannabis, Cannabis Investor Forum, and CannaInsider. Matt’s, Brian’s, James’s, Tony’s, and Jon’s resumes are below. Experience In addition to the extraordinary experience of our individual owners, Shryne Group, the parent entity of the applicant, is one of the most experienced cannabis operators in the country with over 2,500,000 cannabis transactions since its inception through its 3 cultivation, 3 manufacturing, 3 distribution and 9 retail operations in California with 21 additional cannabis operations currently under construction. Alameda Davis Jurupa Valley Los Angeles Modesto Palm Desert San Francisco(2) San Bernardino Benicia Lompoc Los Angeles (3) Marina Moreno Valley Oakland Pacheco Riverside County (2) San Bernardino San Francisco (3) Santa Rosa Suisun City Humboldt CountyLos Angeles OneOaklandLos Angeles two Humboldt CountyLos Angeles Oakland Concord Humboldt CountyLos Angeles Oakland Lompoc CULTIVATION OUR PROPERTIES DISTRIBUTION MANUFACTURING RETAIL OPEN IN DEVELOPMENT OUTDOOR INDOOR PALM DESERTLOS ANGELES SAN FRANCISO OAKLAND MODESTO CONCORD ALAMEDA DAVIS BENICIA SUISUN CITY PACHECO LOMPOC MORENO VALLEY MARINA SAN BERNARDINO RIVERSIDE COUNTYJURUPA VALLEY HUMBOLDT COUNTY Every sale to a customer gives us a chance to improve our Standard Operating Procedures, compliance protocols, security plan and customer service, and we continue to strive towards perfecting our operations with more transactions and more store openings every month. A summary of Shryne Group’s California state licenses is below, along with Matt Garza’s license: License No.Business Name Premises License Type C10-0000053-LIC BCOK Inc. dba Stiiizy Mission 3326 Mission St San Francisco, CA 94110 Storefront Retail C10-0000713-LIC United 415, Inc. dba Stiiizy Union Square 180 O’Farrell St San Francisco, CA 94102 Storefront Retail C10-0000448-LIC CV Wellness, LLC dba Authentic 209 426 McHenry Ave Modesto, CA 95350 Storefront Retail C10-0000346-LIC Ironworks Collective, Inc. dba Stiiizy DTLA 718 Commercial St Los Angeles, CA 90012 Storefront Retail C10-0000623-LIC Main Street Supply LLC 1528 Webster Street Alameda, CA 94501 Storefront Retail C10-0000112-LIC Olive Drive Enterpris- es, LLC dba Stiiizy Davis 965 Olive Drive, Suite G1 Davis, CA 95616 Storefront Retail C10-0000275-LIC Strategic Green Part- ners LLC dba Authen- tic 760 72180 Highway 111 Palm Desert, CA 92260 Storefront Retail C10-0000661-LIC Screaming Eagle dba Authentic 951 5434 Mission Blvd Jurupa Valley, CA 92509 Storefront Retail C10-0000720-LIC*Colay Health Center dba Stiiizy 14070 Perris Blvd Moreno Valley, CA 92553 Storefront Retail C12-0000189-LIC Nibble This LLC 1181 S E St. San Bernardino, CA 92408 Micro Business: Storefront Retail Delivery Distributor Manufacturing C11-0000009-LIC Evergreen Develop- ment Services, LLC 5131 Ericson Way Arcata, CA 95521 Distributor C11-0000620-LIC Ironworks Collective, Inc. 718 E Commercial St Los Angeles, CA 90012 Distributor C11-0000586-LIC JBTB Holdings, Inc.1031 98th Ave Oakland, CA 94603 Distributor C11-0001071-LIC*KDM Holdings, LLC 300 S Mission Rd Los Angeles, CA 90033 Distributor CDPH-10003608 Evergreen Develop- ment Services, LLC 5131 Ericson Way Arcata, CA 95521 Volatile Manufacturing CDPH-10003198 JBTB Holdings, Inc. 1031 98th Ave Oakland, CA 94603 Volatile Manufacturing CDPH-10003246 Ironworks Collective, Inc. 718 E Commercial St Los Angeles, CA 90012 Non-Volatile Manufac- turing CDPH-10003908* KDM Holdings LLC 300 S Mission Rd Los Angeles, CA 90033 Type N: Infusion CCL18-0000577 Farm87 1550 Old Summerville Creek Rd Unincorporated, CA 95542 Medium Mixed Light Tier 1 Cultivation CCL19-0000599 Ironworks Collective, Inc. 718 E Commercial St Los Angeles, CA 90012 Small Indoor Cultivation CCL19-0005631 JBTB Holdings, Inc. 1031 98th Ave Oakland, CA 94603 Specialty Indoor Culti- vation CCL19-0005368 SGI Ducommon LLC 706 E Ducommun Street Los Angeles, CA 90012 Medium Indoor Cultiva- tion CCL19-0005367 SGI Jackson LLC 701 Jackson Street Los Angeles, CA 90012 Small Indoor Cultivation CCL19-0004966 Dagobahz LLC 43261 Covelo Rd. Dos Rios, CA 95429 Small Mixed-Light Tier 2 Cultivation *State License has been secured but the location is still under construction. Copies of the above licenses can be provided upon request and are also available at https://online.bcc.ca.gov/ bcc/customization/bcc/cap/licenseSearch.aspx. Additionally, Shryne Group has received city approval for 21 more retail and cultivation licenses which are pending state approval and issuance of state licenses. Vertical Integration Advantage In addition to our leadership and experience operating numerous retail, cultivation, manufacturing and distribution operations, Shryne is one of the only truly vertically integrated cannabis companies in California. While other cannabis retailers may also claim to be vertically integrated, to our knowledge, Shryne is the only California retailer which carries a majority of products which are cultivated and manufactured in-house. This vertical integration qualifies us as a top cannabis retail store for the following reasons. 1. Industry Best Testing Standards Shryne’s three cultivation facilities, three manufacturing facilities and three distribution centers are each equipped with the most rigorous testing, inspection and compliance standards to ensure that the products which are eventually delivered and sold at Authentic Fresno are the safest and purest cannabis products in the world. For example, while the State of California only requires products to undergo one stage of regulatory compliance testing prior to being sold to consumers pursuant to 16 CCR § 5715, all of Authentic Fresno’s products will undergo two additional layers of testing to ensure the safety of our products as follows: 1. All of the flower and trim cultivated at our cutting-edge cultivation facilities and any third-party flower we purchase for use in our manufactured products are initially sent to our third-party testing provider CannaSafe, one of the most trusted names in cannabis testing. The flower and trim are tested for: i. cannabinoid potency (e.g., THC and CBD levels) ii. pesticide levels of more than 70 different types of pesticides iii. microbial pathogens (e.g., fungi, E. coli, salmonella) iv. mycotoxins (e.g., Aflatoxin B1, Ochratoxin A, etc.) v. heavy metals (lead, mercury, cadmium, arsenic, etc.) vi. moisture levels (to determine whether products are ready for long term storage) vii. foreign materials (e.g., molds, sand, dirt, hairs, cinders, etc.) viii. terpene identification and quantification (e.g., β-Myrcene, α-Pinene, β-Caryophyllene, etc.) Any flower or trim which do not pass every aspect of this initial test is destroyed. 2. Next, any flower or trim which has been extracted into an oil, wax or other concentrates will undergo a second round of testing with CannaSafe for three reasons. One, while the initial testing when the concentrate was in a flower or trim form should have picked up all impurities, the levels of potency, metals or foreign materials oftentimes increase when the flower or trim is distilled into concentrate form. Two, double checking for contaminants prior to any concentrate being used and touching our manufacturing equipment is essential to prevent cross contamination of other products which will be used by our manufacturing equipment. Finally, particularly for concentrates purchased from third parties, testing at this stage involves testing for residual solvents such as acetone, benzene, ethanol, methanol and other solvents which producers sometimes use in the distillation process. 3. Lastly, when the product is in its final delivery form (e.g., gummies, tinctures, etc.), the product is tested once again by CannaSafe to ensure that the product has not been contaminated in the manufacturing process and to act as a final safeguard against any contaminated products making it into the hands of consumers. At this stage, CannaSafe also provides a Certificate of Analysis (COA) that our customers can access at our stores. COAs provide all of the information regarding potency, terpenes and lack of contamination described above. The concentrate is combined with its delivery method, such as gummies, at our manufacturing facility The product in its final form is tested a third and final time for composition and safety and receives a Certificate of Analysis. Shryne’s State of the Art Cultivation Facility in Humboldt Initial safety testing conducted Flower is extracted into concentrate form at Shryne manufacturing facility The concentrate undergoes a sec-ond safety test with CannaSafe Final products sold to our customers have been in Shryne’s control from seed to sale and have been tested on three separate occasions. In contrast, cannabis dispensaries that are not vertically integrated cannot guarantee the safety and quality of the products they are selling because they do not control the cultivation and manufacturing processes. 2. Product Quality In addition to the purity and safety of the products which Shryne’s vertical integration can assure, this integration permits us to offer the highest quality and most effective products in the market today. The two extra layers of testing at the cultivation and extraction levels allow us to inspect cannabinoid composition and potency levels, terpene levels (which can affect taste) and moisture levels (which can affect shelf life and texture), all of which need to meet Shryne’s proprietary formulation standards. Such attention to detail and commitment to producing the highest quality flower, edibles, oils and other products have led to our products having a cult like following at our stores and at over 90% of stores in California. In fact, our Honeyleaf, Efex, Palmas, Stiiizy, Biiit, and Liiit brands which come in flower, oil, edible, tincture, pure-CBD and other delivery systems are some of the most popular products in California as evidenced by the fact that we were named the most popular marijuana brand in the United States as of December 2019 according to Pioneer Intelligence and Brand of the Year by California Cannabis Awards3. Many of the customers at our retail stores cite our vast selection of these in-house brands as one of the main reasons they continue to return to our stores. Much like other popular brands such as Burberry or Nike which also have their own dedicated retail stores, the loyal following of our in- house brands equates to an instant customer base upon opening of our retail stores. 3 https://www.greenstate.com/cannabis-awards/california-cannabis-awards-hand-out-top-honors-to-industry-leaders-in-2019/ 3. Competitive Pricing In addition to the safety and quality of the products sold at our stores, our vertical integration provides all our retail stores the competitive advantage of being able to sell our products at prices which are on average 27% less than the average licensed California dispensary. In California, illicit market sales of marijuana currently dwarf the sale of marijuana at legally licensed dispensaries on a 3:1 basis due to the cheaper prices these illicit market sellers are able to charge.4 Illicit market stores and delivery services are unaffected by the state and city taxes, restrictions on hours of operation, sale volume limits, product testing requirements and other regulations which increase the prices of legally sold products. As a result, legal dispensaries are struggling to meet their estimated tax promises to cities and the State or even stay open because illegal stores are able to sell products at 25% less than legal stores.5 Authentic Fresno, on the other hand, will be able to leverage its parent company’s “in-house” cultivation, manufacturing and distribution operations so that the end product sold to our consumers will be on average 27% cheaper than our competitors. 4 https://www.sacbee.com/news/politics-government/capitol-alert/article234150842.html 5 https://www.cnbc.com/2019/07/11/las-black-market-for-weed-threatens-the-growth-of-its-legal-business.html https://bdsanalytics.com/new-report-californias-legal-cannabis-market-on-track-to-reach-3-1-billion-in-2019-sales-7-2-billion-in-2024/ Own flower transferred to own manufacturing facility at 20% discount to third party cultivator Final products sold to customer at prices which are 20-30% less than competitors due to vertical integration Flower processed at own manufacturing facility and distributed by our own distribution network to retail stores at 13-17% discount Unmatched Success The experience of our individual owners, the experience our entire firm has gained through our 18 current operations and our vertical integration has resulted in our rise as the preeminent cannabis retail operator in California. In some of the most highly competitive and highly regulated jurisdictions, Shryne Group’s retail stores are on pace in 2020 to have annual revenues in excess of per store, which is more than 7 times the annual revenue of the average dispensary in California according to data from the California Department of Tax and Fee Administration. See below revenue numbers and taxes paid for the month of September 2020 (Stiiizy Union Square and Stiiizy Jurupa Valley opened in October and November, respectively, and are not included). City Gross Sales Sales Tax Local Cannabis Tax Alameda* Davis Palm Desert Los Angeles Mission San Francisco* Modesto San Bernardino** September 2020 *Alameda and San Francisco do not impose a cannabis tax based on sales. **San Bernardino opened in late August 2020 and is ramping up. While most cannabis companies continue to lose money and go out of business6, Shryne’s profitable retail and wholesale business is on track to generate in 2020. 6 https://www.cnbc.com/2019/03/28/medmens-financial-troubles-are-a-warning-for-the-marijuana-industry.html https://mjbizdaily.com/profits-are-a-rarity-californias-new-regulated-marijuana-market-six-months-in/ 1.2. Budget 1.3. Proof of Capitalization 1.4. 3 Year Pro Forma 1.5. Hours of Operation and Opening and Closing Procedures Hours of Operation Pursuant to Fresno Municipal Code (“FMC”) Article 33 § 9-3310(a)(1), and in compliance with 16 California Code of Regulations (“CCR”) § 5403, Authentic Fresno’s hours of operation will be from 9:00 a.m. to 10:00 p.m. daily. Authentic Fresno will not open the dispensary to the public or deliver any cannabis goods outside of its regular retail hours. To ensure compliance with this policy, management will instruct all employees not to allow the sale of any cannabis goods outside of Authentic Fresno’s regular retail hours, and Authentic Fresno’s point-of-sale system will be programmed so that sales cannot be processed before 9:00 a.m. or after 10:00 p.m. To communicate scheduled opening and closing times to customers, Authentic Fresno will post the hours of operation in a conspicuous location in the dispensary lobby and on its front entrance. Authentic Fresno’s security guards will ensure that all customers have exited the premises by conducting a sweep of the premises at closing time and politely escorting any remaining customers off of the premises. Opening and Closing Procedures Authentic Fresno appreciates the importance of uniform opening and closing procedures in order to ensure the dispensary is ready for customers in the morning and secure at the end of the day. Authentic Fresno has developed checklists to ensure that employees adhere to opening and closing procedures. Authentic Fresno employees will do the following daily pursuant to the checklist: Opening Procedures 1. Overnight security will permit the cleaning team to perform their daily deep cleaning of the entire store. 2. Manager will unlock the door and turn off the alarm. 3. Manager will turn on the lights in the lobby, retail sales area, and back office areas. Store is deep cleaned daily prior to opening 4. Employees arrive at the retail storefront location and proceed to the employee parking area to park their vehicle. 5. Employees exit vehicle and perform a brief visual inspection of the outer perimeter of the facility for loitering, tampering, unlawful entry, or any other security or safety issue. 6. Employees ensure air conditioning/heat is set and turned on as appropriate. 7. Employees verify that carbon filters/HVAC are in working order and cannabis odor is not present inside or outside the facility. 8. Employees check to ensure line up area inside and outside have markers for customers to stand at least 6 feet apart. 9. Employees turn on and start computer and verify IndicaOnline is working. 10. Employees ensure all city and state cannabis and business licenses are properly displayed. 11. Employees ensure all educational handouts and other materials for customers are visible and available for the day’s customers. 12. Employees ensure all no-loitering signs, no consumption on-site signs and age requirement signs are properly displayed. 13. Employees turn on equipment at point-of-sale locations. 14. Employees check store email and respond to emails as necessary. Review other notes from prior night’s closing team. 15. Manager will access the safes to withdraw appropriate amounts of cash for point-of-sale locations and provide to Sales Associates. 16. Security and Employees verify that security cameras are working. 17. All employees verify that limited-access room key card works and that cannabis and safes are secure. 18. Employees check that waste bins were emptied the night before and any empty boxes or containers are cleared away. 19. Employees check if the soap dispensers and first-aid box need replenishing. 20. Employees report any equipment failures to manager on site. 21. Employees sweep sidewalk and parking lot and pick up litter on sidewalk outside premises. 22. Manager and Employees check all areas for cleanliness. 23. Employees check reception desk for any messages from the closing employee. 24. Verify locked counters have adequate amounts of cannabis and that inventory is properly sealed, packaging is intact and not damaged, and all products are not otherwise defective, leaking, or damaged. 25. Manager meets with employees to review daily goals, duties, and objectives. 26. Manager checks off opening procedures checklist. 27. Employees unlock front door for customers. Closing Procedures 1. 15 minutes prior to closing, store will announce to customers that the store is closing. 2. Employees will verify that all customers have left the store. 3. After all customers have left, employees will lock the doors. 4. Employees will transfer all cannabis from sales floor into inventory room. 5. General Manager will transfer all money from the point of sales to the vault. 6. General Manager will perform daily cash reconciliation. 7. A Co-manager will generate log of all sales and transmit log to Track-and-Trace. 8. Employees ensure retail counters, safes, and inventory control room is locked. 9. Empty all waste bins and clear away any boxes or containers. 10. Clean all working and computer surfaces, using company-approved cleaning materials and methods. 11. Set cooling or heating system for after-hours setting. 12. Leave any necessary messages for the morning shift the following day. 13. Enable all alarms. 14. Manager reviews and signs the closing procedures checklist. 15. Exit and lock doors. 16. Verify no loitering around the premises pursuant to FMC Article 33 § 9-3310(b)(2)(vi). 17. Check in with the overnight security guard. 1.6. Additional Criteria for Retail Applications 1.6.1. Day-to-Day Operations for a Retail License i. Describe Customer Check-In Procedures. After the store opening procedures are completed, Authentic Fresno will be ready for customers to be checked in starting at 9:00 a.m. daily. Upon entering the store through the front entrance, every customer’s temperature will be taken as a sign for COVID-19 symptoms. After the temperature check, each customer and medical patient will be required to check in and show their IDs at the reception desk placed at the front of the secure lobby prior to entering the sales floor pursuant to FMC Article 33 § 9-3310(b)(1)(i). This lobby/waiting area will have markers for customers to stand in line at least 6 feet apart as they wait to be checked in at the reception desk. The markers will extend out into the parking lot area of the property so that customers are required to stand at least 6 feet apart while they wait in the designated line outside. The lobby and sales floor will be separated by an electronic “buzz-in” door and persons without proper identification will not be permitted to cross this door into the retail floor pursuant to FMC Article 33 § 9-3310(a)(4). All employees will be trained on acceptable forms of identification according to 16 CCR § 5404(c), a summary of which is included below: A. If the customer is 21+ years of age and entering the dispensary area, the customer must provide: i. A document issued by federal, state, county, or municipal government, or a political subdivision or agency thereof, including a valid motor vehicle operator’s license, that contains the name, date of birth, height, gender, and a photograph of the person; ii. A valid identification card issued to a member of the Armed Forces that includes the person’s name, date of birth, and photograph; or iii. A valid passport issued by the United States or by a foreign government. B. If the customer is 18-20 years of age, the customer must provide one of the previously mentioned forms of identification and possess a valid physician’s recommendation or a Medical Marijuana Card. Under no circumstances will doctor recommendations be provided at the dispensary. C. Only customers verified to be over the age of 21 and medical patients verified to be over the age of 18 will be allowed to remain on the premises in accordance with FMC Article 33 § 9-3309(i)(1). D. Check-In Associates will not accept any form of identification that is physically adulterated in any way that impedes the employee from verifying the individual’s identity to include the photograph, physical attribute descriptions, and physical address location. Check-In Associates will not accept identification that is expired. Check-In Associates will be trained by security personnel to recognize false and adulterated forms of identification, and any individual caught presenting false information will be banned from the facility. Pursuant to FMC Article 33 § 9-3309(i)(2), Authentic Fresno will also prominently post notices at the entrance to the dispensary clearly and legibly stating that no person under the age of 21 (except a medical patient over the age of 18) is permitted on the premises. Pursuant to FMC Article 33 § 9-3309(k), Authentic Fresno will also conspicuously post in the lobby the original copy of the commercial cannabis permit issued by the city, the original of the California State Cannabis License and all other permits and licenses required to operate our store. These licenses will let the customers know that we are fully licensed and authorized to sell cannabis at this location. Once the Check-In Associate has verified the guest is legally of age to enter the dispensary, the Check-In Associate will register the guest within the point-of-sale system, IndicaOnline,7 by taking a photograph of the front and back of the guest’s valid identification, all with the IndicaOnline tablet. A profile has now been created. With this profile, sales associates can digitally confirm doctor’s recommendations for medical patients, ensure that a customer does not exceed daily purchase limits, and confidentially maintain customers’ contact information and purchase history in case a product recall is ever required. Additionally, check-in for returning customers will only require scanning of the acceptable form of identification after Check-In Associates have examined the authenticity of the identification, which will speed up the check-in process for repeat customers. Once the identification has been verified and the customer has been checked in at the front, the customer will be permitted to enter the sales floor through the buzzer-controlled door. After entering the dispensary from the waiting area, the customer will be welcomed into a wide-open floor space made of marble-esque epoxy flooring, with retail counters along the walls as soon as you walk onto the retail floor. Customers ready to shop will wait in the line which will form in the open floor area in the middle of the retail floor. A sales associate will stand at the front of the line to let customers know that a sales associate behind the shopping counter is ready to serve them and also to ensure that all customers stand 6 feet apart while they wait in line. Similar to the check-in area queues, markers will be placed on the floor of this designated line area for the customers to stand at least 6 feet apart while they wait. 7 https://indicaonline.com/dispensaries/ All of our retail stores contain art from local artists and are constructed with the help of local subcontractors and vendors as part of its mission to support the local communities and to embrace the local patrons, businesses, and organizations that it hopes to foster long-term relationships with. We look forward to engaging local Fresno artists to provide art for this store which reflects the culture and values of Fresno. Painting by Los Angeles native Mister Cartoon at our LA Store Other than t-shirts and other merchandise not containing any cannabis, the dispensary will not have any products on the sales floor accessible to any customers. All flower and products containing cannabis will only be accessible to employees through the secure glass display of the retail counters and in the secure inventory room. Diversion of cannabis products is an epidemic in the industry, especially at retail stores that permit “grab-and-go.”8 However, due to the fact that all of Shryne Group’s products are secured behind locked glass cabinets and Shryne Group’s comprehensive security system, its nine operating retail stores have had zero incidents of theft to date. 8 https://sacramento.cbslocal.com/2019/09/03/sacramento-police-marijuana-dispensary-breakins/ Behind Glass Grab and Go The customer will be able to approach any of the retail counters to more closely peruse the product offerings and consult with highly trained sales associates on the different strains and product types available for purchase. Authentic Fresno’s expert sales associates will warmly greet the customer and will offer to every customer its educational materials on the science of cannabis, safe dosing, delivery methods, and the different strains of cannabis and their effects, which will be updated on a bi-weekly basis. Employees will all wear conspicuous badges, in accordance with 16 CCR § 5043, identifying themselves as employees so that customers can readily ascertain who they can approach for questions. Once the customer decides what they will purchase, the sales associate will request the customer’s identification a second time for additional security measures and, if applicable, doctor’s recommendation as a second line of defense against underage purchases of cannabis and to pull up the customer’s profile that has been created in the IndicaOnline point-of-sales system in accordance with FMC Article 33 § 9-3309(e). After verifying the identification and customer’s profile and confirming that the customer has not already exceeded the daily limit of cannabis purchase set forth in 16 CCR § 5409, the sales associate will unlock the back of the glass case and examine the selected products to ensure that the packaging is in good condition, warnings are legible, the product is not expired, and the tamper-evident seal is still intact. After ensuring the product is permitted to be sold, the sales associate will scan the products into IndicaOnline, seal the products in an opaque exit package compliant with 16 CCR § 5413(c), and complete the sale with a credit card or cash from the customer. All cash handling will be in full view of a surveillance camera, and at no point during cash handling will the cash be obscured from the camera. ii. Identify Location and Procedures for Receiving Deliveries During Business Hours. All cannabis products will be received through the non-public delivery entrance on the southern side of the building (circled in the image to the right). As part of Shryne Group’s mission to be accountable for all inventory, Shryne Group will mandate the following product intake procedures to ensure the accountability and safe receipt of all products delivered to this store: • Before an order is placed with a vendor, the General Manager or Co-manager will confirm that the distributor scheduled to deliver Opaque, child-proof exit packaging the products has a valid and active cannabis distribution license in compliance with FMC Article 33 § 9-3309(f). Once verified, management will execute a purchase order. Authentic Fresno and the distributor will then agree to a time window when the delivery will be made (preferably between the hours of 9:00 a.m. and 5:00 p.m. when there are sufficient employees and security to support the delivery (but never outside of 9:00 a.m. and 9:00 p.m.)). • Upon a distributor’s arrival to the premises, a security guard or an operations employee will check the identification of the driver to ensure the delivery has been scheduled for that time and day. Upon confirming the identity of the vehicle and driver, the vehicle will be directed towards the west side of the building towards the loading area. The employee who checked the identity of the driver will then communicate to the security guard standing inside the loading/unloading area to unlock and open the side door. • The driver will park the vehicle and exit the vehicle and unlock the double doors of the vehicle. At least two employees will unload the products and move them into the vestibule with the armed security guard present during the entire process. The employees will check each batch being offloaded against the purchase order to ensure the correct batches of orders are being delivered. A more thorough check of the products are conducted in the inventory room as described below. Once the cannabis products have been offloaded, the driver will depart and the manager will place the delivered items into the secure inventory room while still in the presence of a security guard. • Delivery schedules will be staggered so that criminals cannot time or schedule a robbery. • Once the products are in the inventory room, an inventory manager will count each individual item in the delivery and compare it to the shipping manifest, confirming: • Distributor’s name and license; • Driver’s name; • Delivery date and time; • Invoice number; • Product name; • Product description; • Product weight; • Unit of measure; • Number of units; • Price per unit; and • Total price. • Each item will also be inspected to confirm that the products have not been adulterated with all packaging intact. • The inventory manager will then verify that the Certificate of Analysis (COA) received from the distributor is: • The COA that corresponds to the goods; • Identical to the corresponding COA recorded in Track-and-Trace; and • Less than 12 months old. • The inventory manager will then confirm that each product is labeled with the batch number that matches the batch number on the corresponding COA and that the label on each product is consistent with the COA regarding cannabinoid content and contaminants required to be listed by law. • Once the contents and amount of the products are confirmed, they will immediately be entered into Authentic Fresno’s inventory platform IndicaOnline and METRC’s track and trace system. • No cash will ever be exchanged at the drop off to further reduce the risk of a robbery. • Finally, one surveillance camera will track the vehicle’s entrance into the loading area and the entire off-loading process. iii. Identify the Name of the Point-of-Sale System to be Used and the Number of Point-of-Sale Locations. Authentic Fresno will utilize the point of sale system IndicaOnline9, which Shryne Group uses at all of its other retail locations. Every new customer will be required to register with IndicaOnline after verifying that they are at least 21 years old. IndicaOnline will register the following information onto the system which is integrated with METRC and the other retail stores which Shryne operates: • Name • Address • Date of Birth • Photo ID • Height and Weight • Past Purchase Records to inform the customer of potential recalls • Email and Phone Number • Whether the customer has a Medical Card All of this information permits Authentic Fresno to contact customers in case of an emergency like a recall or defective product. IndicaOnline also keeps track of past purchases so a customer does not exceed the legally permissible amount and permits our sales team to send direct messages regarding store sales if the customer has opted in to receive such information. Additionally, the IndicaOnline Point of Sale system is integrated into the METRC track and trace system so that all sales, returns and movement of inventory in and out of the store is sent via METRC to the State of California. There will be 18 Point of Sale systems along the counters to assist the large number of customers we expect at our store. 9 https://indicaonline.com/dispensaries/ Once it is a customer’s turn to purchase a product, the sales associate will first check the customer’s ID a second time as a second line of defense against underage purchasing. If the customer is eligible to make a purchase, the sales associate will pull up the customer ’s profile on IndicaOnline, confirm that the customer’s purchase does not exceed his or her daily limit and scan the product for sale on the IndicaOnline system, which will update the inventory count in the store. Every purchase will also be automatically sent to the State of California through the system’s integration with METRC. iv. Estimate the Number of Customers to be Served per Hour/Day. Shryne Group estimates that this Fresno dispensary will serve on average 56 customers per hour and an average of 731 customers per day. The store will serve the most customers in between 12pm to 2pm and between 6pm to 8pm during the weekdays and from 2pm to 7pm on the weekends. The store will also likely serve the most customers Friday through Sunday. The table below shows the estimated number of customers on each day. v. Describe the Proposed Product Line to be Sold and Estimate the Percentage of Sales of Flower and Manufactured Products. Customers at Authentic Fresno will be able to choose from over 330 SKUs and 12 different types of products, including flowers, oils, vapes, pre-rolls, topicals, and edibles from the over 70 California vendors Shryne Group is currently engaged with and 15 of Shryne Group’s own in-house brands, including Stiiizy, Honeyleaf, Efex, Palmas, Biiit, and Liiit. In fact, our in-house brands are the most popular brands in California as evidenced by the fact that we were named the most popular marijuana brand in the United States as of December 2019 according to Pioneer Intelligence10 and named 2019 Brand of the Year by California Cannabis Awards11. Shryne’s products are currently carried at 90% of cannabis retail stores in California and many of our customers at our retail stores cite our vast selection of these in-house brands as one of the main reasons they continue to return to our stores. 10 https://www.benzinga.com/markets/cannabis/19/10/14621437/report-cannabis-brands-stiiizy-lowell-and-dosist-dominate-marketing-while-mattio-pr-moves-the-ne 11 http://www.californiacannabisawards.com/ Whether the customer is looking for physical pain relief, assistance sleeping or is simply looking to unwind, Authentic Fresno’s wide array of products from Shryne Group’s own in-house brands and offerings from only the most reputable vendors will ensure there is something for every customer. Because of Shryne Group’s vertical integration, approximately 60% of products sold at our stores will have been within our chain of custody and tested multiple times from seed to sale. All third-party products will also be strictly tested and their manufacturing and cultivation sites will be inspected to ensure that such third-party products also meet Authentic Fresno’s safety, testing and purity standards. See below the initial list of 330 SKUs we plan to carry at Authentic Fresno. An additional 50 – 100 SKUs will be added once the store is operational to account for products from Fresno-based cultivators and manufacturers. Authentic Fresno anticipates that 50.3% of retail sales will be cannabis flower, of which 6.8% is pre- rolls, and 49.7% will be manufactured cannabis products. Manufactured cannabis goods include pens, batteries, and cartridges (23%), edibles (13%), concentrates (8.9%), and infused non-edible products (4.8%). Authentic Fresno’s proposed product line is listed below: Flower Authentic Fresno will carry a wide variety of cannabis strains from across Cali- fornia. Authentic Fresno’s curated cannabis inventory will feature high-quality, laboratory-tested cannabis at all price points. THC content on cannabis will range from 10% to 35%. Cannabis flower varieties will include indica, sativa, and hy- brid. Brands we will carry include our own popular Stiiizy and Liiit brands as well as Alien Labs, Glass House Farms, Riverview Farms and many other reputable brands. Pre-Rolls (Flower) A pre-roll is exactly what it sounds like—a pre-rolled cannabis joint. Authentic Fresno will carry pre-roll joints from a variety of licensed cultivators. THC content will range from 10% to 35%. Cannabis varieties will include indica, sativa, and hybrid. Brands include Stiiizy, Liiit, Nug, Elyon Cannabis and Connected Canna- bis. Concentrates Authentic Fresno plans to carry live resin, budder, sauce, sugar leaf, and crumble. Brands include Stiiizy, Bear Labs, 710 Labs and Blue River. Vapes Vaporizers—also known as vape pens—are devices used to heat cannabis for inhalation. Vaping devices heat dry cannabis flower or oil concentrate to a tem- perature below combustion, usually in the range of 180–200°C (356–392°F). The heat releases active compounds from the cannabis and turns them into a vapor that can be inhaled. THC content of vapes will range from 35% to 90%. Brands include Stiiizy, Raw Garden, Alien Labs and Blue River. Oil Cartridges or Pods An oil cartridges or pod is a pre-filled container of cannabis oil or concentrate designed for use with an e-cigarette or vape rig. Cartridges and pods come in multiple formats, from 510-threaded cartridges that twist onto a battery to pods that magnetically snap into place. THC content of oil cartridges ranges from 35% to 90%. Brands include Stiiizy, Raw Garden, Sherbinskis and Connected Cannabis. Edibles Edibles are food infused with cannabinoids. Cannabis edibles come in many forms, including brownies, cookies, gummies, and mints. Any recipe that calls for butter or oil can be readily infused with cannabis. The body processes edible can- nabis differently than inhaled cannabinoids. When cannabis is ingested, cannabi- noids enter the bloodstream through the stomach and liver, which increases potency and delays the onset of effects. Cannabis edibles typically contain 5–10 milligrams of THC per serving, with a maximum of 100 milligrams of THC per edible canna- bis good. Brands include Enjoyables, Biiit, Korova, Kiva and Smokies. Beverages Cannabis-infused beverages are ingested like edibles. Cannabis-infused beverages include seltzers, sodas, non-alcoholic “hoppy water,” and other drinks. Canna- bis-infused beverages contain 5–10 milligrams of THC. Brands include Lagunitas and Recess (Note that we will not sell cannabis infused alcoholic beverages). Topicals Topicals are cannabis-infused lotions, balms, and oils that are absorbed through the skin for localized relief of pain, soreness, and inflammation. Because they are non-intoxicating, topicals are often chosen by patients who want the therapeutic benefits of cannabis without the cerebral euphoria associated with other delivery methods. Brands include Papa & Barkley, Apothecanna and C.A.D. Tinctures Tinctures contain a range of cannabinoids and are administered orally, sublingually, or in tandem with a beverage. Tinctures are often packaged in small glass bot- tles with droppers as caps for convenient dosing. They offer patients a method of consumption that does not require combustion or inhalation. Tinctures typically contain 100 milligrams of THC. Brands include Papa & Barkley, Proof, Mary’s Medicinal and Tikun. Capsules Capsules are cannabis in pill form, typically used as a vehicle to administer medi- cation through ingestion. Capsules can contain any form of cannabis and specific ratios of cannabinoids. Capsules often function as safer alternatives to vaping or smoking cannabis. Capsules typically range from 5 to 10 milligrams of THC. Brands include Papa & Barkley, Mary’s Medicinal, Breez and ABX. In line with Shryne Group’s vision of offering a luxurious yet inclusive environment, Authentic Fresno will offer high-end artisanal products such as Alien Labs Area 41 at per one-eighth ounce but also affordable products for cost-sensitive customers such as Shryne Group’s in-house Honeyleaf Chocolate Hashberry at per one-eighth ounce, which is 60% less expensive than the average price of cannabis at other legal dispensaries in California. To assist customers in taking in and discerning the various products for sale, Authentic Fresno will also permit third-party brands it carries to advertise their products free of charge through empty “vendor boxes,” which will line the shelves along the walls behind the counters. The products will also be separated by delivery type (e.g., flower, gummies) and by strain (e.g., sativa, indica, hybrid) to assist the customer in identifying what they are looking for. In accordance with 16 CCR § 5025(d), Authentic Fresno will not sell alcohol or tobacco products at its dispensary. vi. Describe Delivery Service Procedures, Number of Vehicles and Product Security During Transportation. Our experience in other cities has shown us that a well operated delivery business can provide an extra 30% in sales to the storefront retailer. The fact that our store is located within a quarter mile of the 41 Highway will allow us to deliver to areas as far as 60 miles away from the retail store. This expansive reach will be necessary to cater to all of the customers who are unable to travel to Authentic Fresno’s retail premises to still obtain the high-quality cannabis products they desire. Delivery Service Procedures Receiving Delivery Orders Authentic Fresno customers will be able to make delivery orders through our proprietary online delivery platform called Blaze. Customers are required to create an online profile with valid ID and a recent photograph of the customer holding their ID. ID is checked again at the time of delivery. See below our easy to use interface which permits online shoppers to filter by product type, price and weight. Once a new delivery order is received, a sales associate will first confirm that the order complies with daily sales limits and can be legally processed. The sales associate will then check that all of the desired products are in stock and that the order can be fulfilled in accordance with the customer ’s expectations. If all of the requested goods are available, then the sales associate will process the order as requested by first documenting the customer’s identifying information and checking the delivery address online to ensure that it is: (i) a physical address in California; (ii) not on publicly owned land or on land or in a building leased by a public agency; and (iii) not a school providing instruction in kindergarten or any grades 1 through 12, day care center, or youth center in accordance with 16 CCR § 5416. Delivery Order Processing As part of order fulfillment, a sales associate will prepare a Delivery Request Receipt that contains the following information in accordance with 16 CCR § 5420(a): i. Authentic Fresno’s name and address; ii. The first name and employee number of the employee who will deliver the order; iii. The first name and employee number of the employee who will have prepared the order for delivery; iv. The first name and Authentic Fresno-assigned customer number for the customer who placed the delivery order; v. The date and time of the delivery order; vi. The delivery address provided by the ordering customer; vii. A detailed description of all of the requested cannabis goods, including their weight, volume, or another accurate measure of the amount; and viii. The total amount paid for the delivery, including any taxes, fees, the cost of the cannabis goods, and any other charges related to the delivery. The same Delivery Request Receipt will later be updated by the Delivery Employee to include the date and time the order was delivered, as well as the ordering customer’s signature confirming their receipt of the order. The sales associate will also record this information in the customer’s profile in the point-of-sale system, so that cannabis goods sold by Authentic Fresno can be tracked in the event of a product recall. All ordered cannabis goods will be gathered from inventory storage by the Inventory Manager and he or she will visually inspect each product to ensure that it is not expired, that the packaging is intact and unopened, and that the product labeling is intact and legible. The Inventory Manager will then provide the items to the sales associate. The sales associate will either scan or manually document each item into the POS system. The following information will also be entered directly into Track-and Trace in accordance with 16 CCR § 5049(b): i. Name and type of cannabis goods; ii. Unique Identifiers (UID) of cannabis goods; iii. Amount of cannabis goods, by weight or count; iv. Date and time of sale; and v. Any other information required by licensing authorities. Delivery orders will only be fulfilled if Authentic Fresno has connectivity to Track-and-Trace. To conclude order documentation, the sales associate will then add the ordered products to the delivery driver’s Delivery Inventory Ledger, which will include for each good the: (i) type; (ii) brand; (iii) retail value; (iv) UID; and (v) weight or volume. Based on then-current retail prices, the sales associate will verify that the Delivery Inventory Ledger contains less than of cannabis goods as pursuant to 16 CCR § 5418(a). All delivery orders will then be placed into opaque exit packages, the same as previously mentioned, and will be provided to the Delivery Employee with copies of the corresponding Delivery Request Receipts and the Delivery Inventory Ledger in accordance with 16 CCR § 5418(e) & (g). Delivery Vehicle Loading When delivery vehicles are loaded for delivery, it will take place in Authentic Fresno’s loading area. Pursuant to 16 CCR § 5044(d)(1), the delivery area will be under 24-hour video surveillance. Cannabis goods will be loaded into the enclosed delivery vehicle by delivery employees, who will ensure that all cannabis goods are locked in a fully-enclosed box, container, or cage that is secured on the inside of the vehicle (but is not comprised of any part of the body of the vehicle) that is not visible to the public in accordance with 16 CCR § 5417(b). Authentic Fresno’s Pre-Dispatch Checklist will be used by delivery employees to ensure that all of the following items are in their possession and functioning properly prior to departure: • Delivery Inventory Ledger • Delivery Request Receipt • Delivery Stop Log • Copy of Business license • Copy of State license • Driver ’s license • Employee identification badge • Age verification device • Mobile telephone • GPS device • Sufficient fuel • Alarm system • Inventory containers and locks • Vehicle operator’s manual • Spare tire and jack GPS Tracking12 To facilitate identifying the geographic location of each delivery vehicle and creating a record of all travel, each delivery vehicle will be outfitted with a dedicated GPS device that will be owned by Authentic Fresno and used only for delivery. Each GPS device will be permanently or temporarily affixed to the inside of a delivery vehicle, and devices will remain active throughout all deliveries to enable Authentic Fresno to identify and document each vehicle’s location at all times during the delivery process. Authentic Fresno will maintain for at least 90 days a record of all of the locations traveled to by Delivery Employees during deliveries, and Authentic Fresno will provide these records to the City and the Bureau of Cannabis Control immediately upon request. Delivery Stop Log In accordance with 16 CCR § 5418(f), a Delivery Stop Log will be maintained by Delivery Employees. This is a log of any stops from the time the delivery employee leaves the dispensary to the time he or she returns, including the reasons for each stop. After deliveries are completed, the Delivery Driver will provide the Log to management, who will ensure that the log is retained and available for inspection for at least seven years in compliance with 16 CCR § 5418(f). In accordance with 16 CCR § 5418(h) (3), Delivery Employees will provide the log to the City, the Bureau of Cannabis Control, or any law enforcement officer immediately upon request while out on deliveries. Delivery Employee Communication Communication between management and Delivery Employees will occur through the use of hands-free telephones. Before departing from the dispensary for a delivery, a Delivery Employee will place and receive a test call to management to confirm that the telephones are properly functioning. In addition to general communications, Delivery Employees will utilize the hands-free telephones to report all adverse delivery events to management, who will record all adverse events in a dedicated incident log. Completing a Delivery Five minutes prior to a driver’s arrival at the customer’s delivery address, the customer will be notified that the delivery is 5 minutes away. When a Delivery Employee arrives at a customer’s delivery address, he or she will first attempt to contact the ordering customer by knocking on his or her door or ringing the doorbell. If the ordering customer does not respond after a reasonable time, the Delivery Employee will return to the delivery vehicle and will attempt to call the customer using the telephone number 12 In accordance with 16 CCR § 5417(d). the customer provided with the order. If there is still no response within 10 minutes of the Delivery Employee’s first attempt to contact the ordering customer, he or she will return to the dispensary with the customer’s entire order. If there is a response, the Delivery Employee will ensure that he or she is communicating with the customer who placed the order by checking the customer’s appropriate identification and will scan the identification with an age verification device to confirm that the identification is valid and that the customer is of legal age to purchase cannabis in compliance with 16 CCR § 5415(f). After the customer’s identity and age have been verified, the Delivery Employee will process payment and will physically transfer the cannabis goods to the customer. The customer will then sign the Delivery Request Receipt provided by the Delivery Employee and will be provided with a copy of the receipt as required in 16 CCR § 5420(b). The Delivery Employee will also retain a copy of the signed Delivery Request Receipt to provide to management, who will maintain the receipt in accordance with Authentic Fresno’s record retention policy and applicable rules and regulations as stated in 16 CCR § 5420(b). Number of Delivery Vehicles Authentic Fresno intends to utilize 6 vehicles, which will be electric or hybrid vehicles, to provide delivery services for its customers. Product Security during Transportation Product security during transportation is a priority to Authentic Fresno, as it reduces the likelihood of product diversion and underage access. As such, Authentic Fresno will enforce the following policies, among others, to ensure that products remain secure throughout the delivery process in compliance with 16 CCR § 5418 (a-d): • All Delivery Employees will be at least 21 years old. • All deliveries will be made by Authentic Fresno’s Delivery Employees (as opposed to third party contractors). • We will only employ Delivery Employees with a good driving history (e.g., no DUIs, driving with suspended license, etc.) • Deliveries will only be made during store hours. • Cannabis products will not be visible from the outside. • Delivery Employees will not be permitted to perform a large number of deliveries on each route to limit the amount of cash and products in the vehicle. Delivery Employees will not carry cannabis goods worth more than $5,000 at any time. • Only authorized employees will be allowed in the delivery vehicle during a cannabis goods delivery. • Delivery Employees will not leave the store with cannabis goods without at least one delivery order that has already been received and processed by the store (e.g., no roaming with cannabis goods). • While carrying cannabis goods for delivery, Delivery Employees will only travel in an enclosed delivery vehicle and will ensure the cannabis goods are not visible to the public. • While making deliveries, the Delivery Employee shall only travel from the store to the delivery address, to the delivery address to another delivery address or back to the store. The Delivery Employee shall not deviate from the delivery path except for necessary rest, fuel, vehicle repair stops or due to unsafe road conditions. • Delivery vehicles will not have any marking on the exterior of the vehicle that may indicate the presence of cannabis inside the vehicle. • Delivery Employees will not leave cannabis goods unattended in the delivery vehicle unless the vehicle is locked and the alarm system is active. • A dedicated GPS device will be affixed to the inside of each delivery vehicle, enabling Authentic Fresno to identify each vehicle’s location during delivery. Additionally, as mentioned previously, Delivery Employees will be in constant communication with the store’s inventory and delivery team via hands-free telephones. Delivery Employees are instructed to dial 9-1-1 if they feel threatened or they believe a crime is about to be committed. The inventory and delivery team at the store will also keep track of the delivery vehicle’s whereabouts and will call the Delivery Employee if there are unscheduled stops or other unusual activities. If they are not able to connect with the Delivery Employee, the inventory manager will contact the police if he or she reasonably believes there is a crime being committed or that the Delivery Employee is otherwise in danger. 2. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 2.1. Living Wages Authentic Fresno is committed to paying a living wage. We have a “universal” Collective Bargaining Agreement with the United Food and Commercial Workers International Union (UFCW) Local 8, which covers Fresno’s jurisdiction, and have agreed in our CBA to pay living wages in all the cities in which we operate. Pursuant to the CBA, Authentic Fresno’s minimum base pay will be per hour for our most junior employees and will go all the way up to an hour for more senior hourly employees. The compensation floor is per hour more than the minimum wage in Fresno of per hour for companies with more than 25 employees and more than the $11.61 living wage of Fresno according to M.I.T.’s living wage calculator.13 Employees are also entitled to wage increases every 6 months. The General Manager and Co-Managers will be salaried and will receive per year. As the cost of living and the minimum wages increase, Authentic Fresno is committed to increasing its minimum wage to match these costs of living increases so that all employees continue to receive living wages. 2.2. Employee Benefits In addition to living wages, Authentic Fresno will offer a comprehensive benefits package governed by our CBA, which is one of the best in the industry. Insurance Benefits. Authentic Fresno will offer Medical, Dental, and Vision Insurance benefits to its retail employees through Anthem. Employees can choose from the Gold, Silver, Bronze PPO Plans or the HMO Plan. The company will cover 70% of all insurance premiums of its employees. Holidays. Full-Time Employees receive 10 paid-holidays per year and receive double wages if they work on such holidays. Paid Time Off. Employees will receive 72 hours of paid time off per year. Sick/ Personal Leave. Employees receive 6 work days (48 hours) of paid sick leave per year. Maternity/Paternity Leave. Authentic Fresno provides up to six (6) weeks of maternity and paternity leave. 13 https://livingwage.mit.edu/counties/06019 Retirement Benefits. Under the CBA with the UFCW, all Authentic Fresno employees will benefit from an employer funded pension plan administered by the UFCW. We are one of the only cannabis companies in the state to offer an employer funded pension plan. 401(k). In addition to our pension plan, we are in the middle of instituting a 401(k) plan for our employees. Jury Duty. For time served on jury duty, Authentic Fresno will pay employees the difference between his or her salary and any amount paid by the government, unless prohibited by law, up to a maximum of ten days. If an employee is required to serve more than ten days of jury duty, Authentic Fresno will provide the employee with unpaid leave. Election Day Poll Workers. Authentic Fresno will pay employees the difference between his or her salary and any amount paid by the government or any other source unless prohibited by law for serving as an Election Day worker at the polls on official election days (not to exceed two elections in one given calendar year). While performing their official nonpartisan duties at the polls, Election Day workers may not engage in political activity or campaign for or against any candidate or ballot measure. Voting. Employees receive 3 hours of paid time off to vote. Volunteer. Authentic Fresno provides its employees 24 hours paid time off per year to volunteer. Employees may carry over unused Volunteer time but may not accrue more than 24 hours in any single year period. 2.3. Compensation, Continuing Education and Training Compensation Authentic Fresno’s employees will be paid as follows: General Manager Co-Manager Retail and Operations Associates Customer Check-in Associates Employees will be eligible for pay increases every 6 months. The pay scales above will also be increased as the cost of living increases. Continuing Education and Compensation for Education Authentic Fresno and Shryne Group are committed to working with employees to develop each individual’s talents, skills and abilities. As detailed below, Authentic Fresno will provide its employees with a world class cannabis education. In addition, through the Shryne Group, Authentic Fresno will provide training and continuing education beyond cannabis. The aim of this program is to provide employees with a foundation to thrive at Authentic Fresno and in their future endeavors. Workforce Development In addition to providing competitive wages and the most comprehensive benefits in the industry, Authentic Fresno will provide workforce development for its Fresno employees at no cost to them and will pay for our employees to receive college credits from these courses. Shryne’s goal is to develop well-trained, skilled workers. Shryne and Los Angeles Trade Tech College have an agreement for instructors from Los Angeles Trade Tech College to teach classes at all of Shryne’s retail, manufacturing, distribution and cultivation facilities in California. The classes will be held every two to three weeks at the Fresno store or via Zoom and will be free of charge to the employees. Employees who were initially scheduled to work during the classes will be paid to attend the class. Classes include: • Microsoft Word • Microsoft Excel • Creating PowerPoint Presentations • Accounting • Supply Chain Logistics • Leadership • Effective Communication Classes are 2-3 hours long and upon completion, the employees will receive 1-3 college units which can be transferred to any 2 or 4 year college. Shryne Group will pay for these college units so that our employees will receive these college units at no cost to them. Employees also receive career development counseling throughout the process and are considered for promotions or pay raises upon completion. Curriculums are typically 8 – 10 classes each and are grouped by subject matter and seniority. For example, the Microsoft Package curriculum are geared more towards junior employees while the Leadership curriculum are for managers and up. This program launched in March 2020 and has been a huge success with over 200 employees having completed one of the curriculums. LA Employees Attending a Class on Microsoft Excel This Workforce Development Program aligns with our core belief that we can always strive to learn and to improve regardless of our position at the company or our past successes as a company. The program has been a win-win for the company and the employees have learned new skills through the program and have been empowered to strive for more responsibilities and different positions at the company. The company has also benefitted from new skills our employees now bring to work as well as extra motivation and confidence that our employees who have completed the courses display. Because we compensate employees who attended the classes who were scheduled to work during the time of the classes and because we sponsor the college units attached to the classes, our Fresno employees will have every reason to attend. Fresno City College – Apprentice and Scholarship Program We have an Apprentice and Scholarship Program in every city in which we operate and Fresno will be no different. As part of this program, we have agreed with Fresno City College to grant up to 3 scholarships to Fresno residents who would qualify as a Social Equity Applicant under FMC Article 33 § 9-3316(b)(6). The scholarships will pay for at least 2 years of coursework in business, entrepreneurship or retail management and will also involve mentoring from certain executives of Shryne Group. The scholarship recipients will also have the option to become a part-time employee at our retail, cultivation, manufacturing or distribution operations across California. These apprenticeship participants will be fully compensated for their part-time jobs at our facilities. This companywide scholarship and apprenticeship program kicked off in December 2019 and 3 Los Angeles residents are currently taking courses towards a Retail Management Certificate of Achievement at LA Trade Tech College. These scholarship recipients are also working part time at our cultivation and manufacturing facilities in Los Angeles to learn about the cannabis industry. One of the participants of this program, Julian Domingo, has become Head of Cultivation at our Los Angeles facility and is 3 months away from obtaining his Certificate of Retail Management. Authentic Fresno hopes to replicate this program’s success in Fresno. Our Letter of Intent with Fresno City College is attached at the end of Section 7.1 below. Employee Training Authentic Fresno’s employment practices begin with hiring diverse, quality staff. In that regard, Authentic Fresno will hold a local job fair at its store prior to opening to attract local residents to apply in conjunction with the UFCW. A background check will be conducted on every potential employee Authentic Fresno is considering hiring. Once hired, every retail employee, will undergo 6 paid days of training prior to working at the store to ensure that employees are knowledgeable, friendly, and professional. The 6 days are broken up as follows: Day 1 – State and City Laws and Regulations Governing Cannabis Day 2 – Understanding All Rules and Related SOPs of the Authentic Retail Store Day 3 – Sexual Harassment, Anti Diversion and Safety at the Workplace Training Day 4 – Educating Against Abuse of Cannabis, Science of Cannabis, and Safe Dosing Day 5 – Record Management, Inventory Management, and Cash Management Day 6 – Interacting with and Educating the Customer Additionally, each new retail employee who has completed the 6-day training program will initially be paired with a more experienced retail employee behind the retail counter for the first 30-days of their employment. The manager and the other retail employees are tasked with supervising the new employee during the first 30-day period to ensure compliance with all laws, regulations and store SOPs. Given the ever-changing nature of the cannabis industry, our training program also emphasizes continuous improvement, and the Fresno retail team will be updated and retrained on a continual basis as state and local laws and rules change. Managers are required to provide monthly reviews of each retail employee for the first 90 days of employment so that any deficiencies can be addressed and remediated immediately. Additionally, the General Manager will hold monthly store meetings to touch on the following: • Customer feedback and areas for improvement • New product launches • Recognition of instances of exceptional customer service • Changes in laws or regulations • Concerns or questions from retail employees This extensive and proprietary training program will allow Authentic Fresno to instill our employees with the values of our founders which Shryne was built upon. Our retail employees are our ambassadors to our customers and the communities in which we operate and we take great pride in ensuring that our pillars of safety, inclusion, and education of the public are portrayed by our employees. Customers at our retail stores frequently comment that one of the reasons they come back to our stores is the level of knowledge and professionalism of our employees. As a reflection of our highly trained employees, we were proud to learn that one of our Los Angeles store employees, Valerie Davalos, was recently named one of the top 25 cannabis retail employees in the United States by Green Entrepreneur14. Valerie was recognized for her expert knowledge in all of the products we offer and her ability to educate customers on safe and effective use and dosage. Shryne is extremely proud of Valerie and the other 800 employees who have completed our rigorous training program and strive to provide the best customer service at all our stores. 14 https://www.greenentrepreneur.com/slideshow/343079 2.4. Plans to Recruit Individuals Who meet Social Policy Section 9-3316(B)(1) We plan to hire at least 50% of our employees from people who meet the criteria listed in FMC Article 33 § 9-3316(b)(1) (the Employment Social Policy section). We will recruit and hire individuals who meet those criteria as follows: • Fresno Economic Development Corporation15: We have entered into a partnership with the Fresno Economic Development Corporation (FEDC) whereby we will donate annually towards their job and business development efforts in Fresno. As part of this partnership, we are working with the FEDC to recruit individuals who have annual family income below 80% AMI, lived in foster care as a minor, are unemployed or are receiving public assistance. The FEDC has agreed 15 https://www.fresnoedc.com/ to help us recruit individuals who meet the criteria in FMC Article 33 § 9-3316(b)(1) through the following: • The FEDC will act as a liaison with the Fresno Department of Social Services who assists Fresno residents who require social services and are looking for jobs; • The FEDC has a “job matching” website whereby employers and individuals seeking employment are matched based on skill set and interests of the employee candidate; • The FEDC will assist us in holding job fairs and targeting job fairs towards individuals who meet certain criteria. Our agreement with the FEDC is included in Section 7.1 below. • JVS16 and Vet Hunters17: We currently work with JVS (Jobs.Vision.Success.) and Vet Hunters to place veterans at our various facilities across California. If selected to open a store in Fresno, we will work with these organizations to find veterans for positions at our store. Our Co-Founder, James Kim, is a disabled army veteran who served a 13-month tour in Iraq with the 101st Airborne Division, and he is committed to hiring as many veterans at our operations as possible. • Fresno City College: We have entered into a partnership with Fresno City College to provide scholarships for Fresno residents who have annual family income below 80% AMI or who live in low to moderate income tracts in the city to attend Fresno City College. As part of our partnership, Fresno City College will help us identify low income residents who would be interested in working at our facility. Our agreement with Fresno City College is included in Section 7.1 below. • UFCW: Our union partner, the UFCW, will host expungement clinics at our store as we have done at our other locations which is more fully described in Section 7.1 below. We have been able to meet very qualified candidates at our past expungement clinics and we hope to be able to recruit and hire individuals who were convicted of a cannabis related crime which could have been misdemeanors or citations under current law. In addition to the existing partnerships we have in place with the Fresno Economic Development Corps., JVS, Vet Hungers, Fresno City College and the UFCW, we will work with our local owner, Matt Garza, who has deep ties to the community to recruit and hire individuals who meet the criteria under Fresno’s Social Policy. 16 https://www.jvs-socal.org/veteran-services/ 17 https://vethunters.org/ Additionally, we plan to hire 70% of our employees from within the City of Fresno. Prior to our opening, we will hold job fairs targeted towards local residents in conjunction with the UFCW and our local partner Matt Garza so that we can identify local residents. The Fresno Economic Development Corps. has also agreed to help us identify local residents so that we can meet our goal of hiring at least 70% Fresno residents. 2.5. Local Ownership and Management Matt Garza owns 51% of the applicant entity, Authentic Fresno North LLC, and is a life-long resident of Fresno County. Matt has owned and operated a local business within the City of Fresno since August 2017. The business, G7 Commercial LLC, is a real estate investment and management company which develops real estate within the City of Fresno. G7 Commercial LLC operates out of 4535 E Belmont Avenue, Fresno, CA 93702. This business developed a raisin farm within the City of Fresno in 2019 and has developed numerous other properties within Fresno. Matt currently resides in Clovis, CA (Fresno County) and has lived there since May 2016. Matt has lived on and off in the City of Fresno, including during his time at Fresno State University. See below the first and last page of the lease executed by G7 Commercial LLC for their headquarter at 4535 E Belmont Avenue, Fresno CA 93702. In addition to owner Matt Garza, who has a commercial business within the City of Fresno and is a resident of Fresno County, we have interviewed and identified the following City of Fresno residents who have all lived in Fresno since at least 2015 for General Manager or Co-Manager positions: • Daniel Rodriguez: Daniel currently works as a supply chain supervisor at Kaiser Permanente and is used to managing in a union environment. • Alonso Morales: Alonso is a boxing promoter for up and coming youth in Fresno. Alonso is a Purple Heart Veteran and is an optimal leader for younger retail associates. • Kalan Martin: Kalan was recently laid off from Full Circle brewery after 3 years as service manager. Kalan has substantial experience in managing in retail and customer service industries. In addition to these highly qualified Fresno residents, Matt Garza will utilize his deep local connections to continue to look for qualified managers to manager our store. Additionally, we intend to hire at least 70% of our employees from within the City of Fresno. We will host a job fair with the UFCW prior to our opening and work with the Fresno Economic Development Corporation and Chamber of Commerce to advertise this job fair and to recruit additional qualified local residents for positions at our store. 2.6. Staffing Plan We robustly staff all of our retail stores and we anticipate hiring between 40 – 50 employees for this large location. Our aim is to provide an unparalleled shopping experience. This means providing ample opportunity for customer education. It also means having short wait times for shoppers. Our staffing plan promotes both for the customer. To reduce wait time for our customers, we will have a total of 8 to 12 sales associates behind the counter at any given time. The check-in lobby will have 2-3 check-in associates at any given time. One General Manager will supervise the entire operation and 3 co-managers will assist the GM in supervising all of the operations at the store. 6-8 operations associates will support sales floor operations and delivery operations. They will refill inventory and accept inventory deliveries, accept phone and online delivery orders and prepare delivery packages for the delivery drivers, properly dispose of garbage and provide other operational support. Based on the proposed store size and customer volume, Authentic Fresno intends to hire the following positions for the first year of operations. Some of the following roles overlap with the same employee. General Manager 1 Developing, executing, and evaluating short- and long-term strategies; Acting as the face of the company along with senior management of Shryne Group, i.e., communicating with the public, government entities, and stakeholders on behalf of Authentic Fresno; Creating and implement- ing Authentic Fresno’s vision, mission, culture, and values. Retail Co-Managers 3 Overseeing day-to-day administration, operations, resources, and em- ployees; Overseeing an infrastructure that aligns with Authentic Fresno’s vision, mission, cultures, and values and surpasses company goals; Eval- uating organization performance; Building relationships with customers and vendors; Handling internal affairs. Inventory Co- Manager 1 Ensuring inventory is accurately reflected in the statewide electronic cannabis inventory verification system; Assisting the Agents-in-Charge in inventory management responsibilities; Inventory reconciliation. Chief Security Officer 1 Developing and implementing standardized procedures to ensure Au- thentic Fresno’s facility remains safe and secure; Monitoring security personnel and security systems (e.g., video surveillance system, alarm system); Training Authentic Fresno’s personnel on security and emergen- cy preparedness policies and procedures; Serving as point-of-contact for Authentic Fresno’s contracted security company and personnel. Community Benefits Direc- tor 1 Serving as Authentic Fresno’s 24-hour Community Liaison; Interfacing with the community on issues and concerns they may have about our operations. Building relationships with the residents, city officials and our non-profit partners in Fresno. Sales Associates 18-22 Assisting customers with product selection; Performing quality checks prior to releasing products to customers; Offering customer service, including customer education and complaints handling; Operating the point-of-sale system to process sales and record customer info; Maintain- ing and monitoring the retail sales floor. Operations Associates 4-8 Receiving deliveries from distribution vehicles; Updating all inventory whenever received, moved, returned or sold and ensuring integration with METRC; Preparing packages for delivery customers for delivery drivers; Assisting delivery drivers during their deliveries. Delivery Drivers 5-7 Delivering customer orders to customers; Checking customer IDs when making deliveries; Ensuring all proper manifests and delivery logs are kept and maintained in the delivery vehicle; Checking delivery vehicle for adequate electricity. Receptionist 5-6 Performing clerical duties; Verifying customer age and identity; Maintain- ing Authentic Fresno’s Visitor Log; Registering new customers into point of sale system. Security Guards18 10 Greeting visitors and agents to assure them that Authentic Fresno is taking all necessary safety precautions; Ensuring security systems (e.g., video surveillance system, alarm system) remain operational; Monitoring and patrolling Authentic Fresno’s premises to identify and respond to security risks 24 hours per day. Authentic Fresno forecasts its revenue increasing 15% in the first year and 10% in years 2 through 5 and additional retail, operations and check in staff will be hired in proportion to our revenue growth. As noted previously, all of our full time and part time employees will enjoy the protections of the Collective Bargaining Agreement with the UFCW, subsidized health and dental insurance, and sick leave and paid time off. 18 Security guards will be a third party contractor’s employees and not direct employees of Authentic Fresno. 2.7. Labor Peace Agreement and Collective Bargaining Agreement Authentic Fresno will have more than 5 employees. Shryne Group, Authentic Fresno’s parent entity, entered into a Labor Peace Agreement with the UFCW Local 8, which covers the Fresno area. The Labor Peace Agreement applies to all of Shryne Group’s subsidiaries, including Authentic Fresno. We also entered into a Collective Bargaining Agreement with the UFCW Local 8 on March 25, 2020 and our Authentic Fresno store will be unionized under the terms of this CBA if the employees so desire. A letter of support from the local UFCW 8 is set forth below. October 15, 2020 City of Fresno Office of Cannabis Oversight 2600 Fresno Street Fresno, CA 93721 Dear City of Fresno, On behalf of more than 30,000 members of the United Food and Commercial Workers (UFCW) Local 8, we wish to express our strong support for the Shryne Group/Authentic Fresno’s application for a cannabis retail permit with the City of Fresno. We are highlighting our support for the Shryne Group because of the company’s commitment to the safety of its employees and customers, the highes t standards of regulatory compliance, the professionalism and experience of the organization’s leaders and, most of all, the compassion and care it has shown for communities in which they operate. The Shryne Group shares our vision of empowering and protecting employees and sharing in the success of its business with its employees. They have executed Collective Bargaining Agreements with the UFCW Local 8 and Local 5 and are committed to hiring locally and providing stable unionized jobs with wages and benefits significantly above the industry average in Fresno. They are also one of the few cannabis companies with an employer funded pension plan, which the UFCW helps to administrate. UFCW’s partnership with the Shryne Group raises standards for cannabis workers across California, and we are proud to represent the workers at the forefront of the legal cannabis industry. Shryne Group will be a tremendous asset to the employees, customers and other stakeholders of Fresno by prioritizing compassion, education, safety, social equity and contributions to the City of Fresno. We strongly encourage the City of Fresno to select the Shryne Group/Authentic Fresno. Thank you for your time and consideration. Regards, JACQUES LOVEALL 2.8. Workforce Plan 2.8.1. Local Hires We are committed to hiring at least 70% of our employees from the City of Fresno. As mentioned previously, we are already in talks with Fresno locals Daniel Rodriquez, Alonso Morales, and Kalan Martin for management positions at our store. As we have done at all are other stores, we will host a job fair 4-6 weeks prior to our grand opening and target local residents to apply for jobs with Authentic Fresno. We will host the event with our union partner, the UFCW, and work with the UFCW, the Chamber of Commerce, Fresno City College, and the Fresno Economic Development Corp to get the word out to local residents. Our local partner Matt Garza is also a lifelong Fresno County resident with close ties to the City of Fresno from his time at Cal State University, Fresno. Matt will also draw on his local ties to help us reach our goal of 70% local hires. All our other stores employ between 50 – 80% of employees from the city in which they operate and we are confident that we will be able to meet our goal of hiring 70% from within Fresno. Job Fair Prior to Our San Bernardino Opening 2.8.2. Apprenticeships and Continuing Education As noted above, we offer both apprenticeships and compensation for continuing education in the industry through our Apprentice and Scholarship Program. 3 Fresno residents who would qualify as a Social Equity Applicant under FMC Article 33 § 9-3316(b)(6) will be eligible to participate in this program. The participant will receive a scholarship for at least 2 years at Fresno City College towards obtaining a Certificate of Retail Management or other certificates, if they so desire. The scholarship recipient will also have the option (it is not a requirement) to work part-time at any of our retail, cultivation, manufacturing or distribution facilities in Central California so that he or she can obtain hands-on experience and education regarding the cannabis industry. The apprenticeship participants will be fully compensated for their part-time work at our facilities. The goal is that these Apprentice and Scholarship Program participants will either start their own cannabis business or achieve high level positions within our company upon completion of the program. As mentioned above, we are very proud of the fact that one of our earlier participants of this program, Julian Domingo (pictured to the right), has become Head of Cultivation at our Los Angeles facility and is 3 months away from obtaining his Certificate of Retail Management from Los Angeles Trade Tech College. Additionally, as mentioned above, all of our employees will have the opportunity for continuing education through our Workforce Development Program. The curriculum includes the Microsoft Software Package, Leadership, Communication, Team Building and Logistics and usually consists of 8-10 classes per curriculum. If the classes coincide with an employee’s regular shift, the employee will still be paid during the time of attending the class. Participants who complete a curriculum also receive 1-3 college credits which are transferable to any 2 or 4 year college. We will pay for these college credits so that the employees can get closer to a 2 or 4 year college degree at no expense to them. See below a recent flyer sent out to supervisors and managers of all of our facilities on our Leadership and Team Building Curriculums. Leadership & Communication (24 weeks) Improve your communication skills, and learn new skills that will help you engage others at work and in your personal life. Deal with real issues and receive real-time coaching from experts. Come prepared with three real-world outcomes you would like to achieve from this course. Students that complete the full course will earn a certificate from Los Angeles Trade Tech College. This course examines: Essentials Of Listening, Communication Barriers, Discipline...What It Is & How To Harness It, Behavioral Feedback, Accountability & Ownership, Change Management, Leading Vs Managing, Delegation & Team Development, Visionary Planning & Smart Strategies And More. Team Building (12 weeks) Learn team-building skills, strategic goal setting, and how to take purposeful and focused action to drive results. Improve skills and learn techniques on how to better evaluate expectations, staying motivated to achieve excellence, and more. Students that complete the full course earn a certificate from Los Angeles Trade Tech College. This course examines: Targeted Team Outcomes, Components of Team Success, and Stages of Team Growth. This course develops: Team Purpose, Team Ground Rules, Smart Team Goals, and Clarity of authority to make decisions & take action. To register for classes please contact Matthew Nathaniel (Matthew@ShryneGroup.com) FREE CLASSES LEARN NEW SKILLS Advance your skills with these free workforce development classes. Engage directly with live Los Angeles Trade Tech College instructors. Sign up today! Classes start: Wednesday, October 14, 2020 Time: 7:00 pm - 9:00 pm Where: Online - Zoom Open lab 15 minutes before and after each class. Zoom class links will be emailed to registered students. via Classes Available Only for Shryne Group Employees Leadership & Communication (24 weeks) Improve your communication skills, and learn new skills that will help you engage others at work and in your personal life. Deal with real issues and receive real-time coaching from experts. Come prepared with three real-world outcomes you would like to achieve from this course. Students that complete the full course will earn a certificate from Los Angeles Trade Tech College. This course examines: Essentials Of Listening, Communication Barriers, Discipline...What It Is & How To Harness It, Behavioral Feedback, Accountability & Ownership, Change Management, Leading Vs Managing, Delegation & Team Development, Visionary Planning & Smart Strategies And More. Team Building (12 weeks) Learn team-building skills, strategic goal setting, and how to take purposeful and focused action to drive results. Improve skills and learn techniques on how to better evaluate expectations, staying motivated to achieve excellence, and more. Students that complete the full course earn a certificate from Los Angeles Trade Tech College. This course examines: Targeted Team Outcomes, Components of Team Success, and Stages of Team Growth. This course develops: Team Purpose, Team Ground Rules, Smart Team Goals, and Clarity of authority to make decisions & take action. To register for classes please contact Matthew Nathaniel (Matthew@ShryneGroup.com) FREE CLASSES LEARN NEW SKILLS Advance your skills with these free workforce development classes. Engage directly with live Los Angeles Trade Tech College instructors. Sign up today! Classes start: Wednesday, October 14, 2020 Time: 7:00 pm - 9:00 pm Where: Online - Zoom Open lab 15 minutes before and after each class. Zoom class links will be emailed to registered students. via Classes Available Only for Shryne Group Employees Leadership & Communication (24 weeks) Improve your communication skills, and learn new skills that will help you engage others at work and in your personal life. Deal with real issues and receive real-time coaching from experts. Come prepared with three real-world outcomes you would like to achieve from this course. Students that complete the full course will earn a certificate from Los Angeles Trade Tech College. This course examines: Essentials Of Listening, Communication Barriers, Discipline...What It Is & How To Harness It, Behavioral Feedback, Accountability & Ownership, Change Management, Leading Vs Managing, Delegation & Team Development, Visionary Planning & Smart Strategies And More. Team Building (12 weeks) Learn team-building skills, strategic goal setting, and how to take purposeful and focused action to drive results. Improve skills and learn techniques on how to better evaluate expectations, staying motivated to achieve excellence, and more. Students that complete the full course earn a certificate from Los Angeles Trade Tech College. This course examines: Targeted Team Outcomes, Components of Team Success, and Stages of Team Growth. This course develops: Team Purpose, Team Ground Rules, Smart Team Goals, and Clarity of authority to make decisions & take action. To register for classes please contact Matthew Nathaniel (Matthew@ShryneGroup.com) FREE CLASSES LEARN NEW SKILLS Advance your skills with these free workforce development classes. Engage directly with live Los Angeles Trade Tech College instructors. Sign up today! Classes start: Wednesday, October 14, 2020 Time: 7:00 pm - 9:00 pm Where: Online - Zoom Open lab 15 minutes before and after each class. Zoom class links will be emailed to registered students. via Classes Available Only for Shryne Group Employees Leadership & Communication (24 weeks) Improve your communication skills, and learn new skills that will help you engage others at work and in your personal life. Deal with real issues and receive real-time coaching from experts. Come prepared with three real-world outcomes you would like to achieve from this course. Students that complete the full course will earn a certificate from Los Angeles Trade Tech College. This course examines: Essentials Of Listening, Communication Barriers, Discipline...What It Is & How To Harness It, Behavioral Feedback, Accountability & Ownership, Change Management, Leading Vs Managing, Delegation & Team Development, Visionary Planning & Smart Strategies And More. Team Building (12 weeks) Learn team-building skills, strategic goal setting, and how to take purposeful and focused action to drive results. Improve skills and learn techniques on how to better evaluate expectations, staying motivated to achieve excellence, and more. Students that complete the full course earn a certificate from Los Angeles Trade Tech College. This course examines: Targeted Team Outcomes, Components of Team Success, and Stages of Team Growth. This course develops: Team Purpose, Team Ground Rules, Smart Team Goals, and Clarity of authority to make decisions & take action. To register for classes please contact Matthew Nathaniel (Matthew@ShryneGroup.com) FREE CLASSES LEARN NEW SKILLS Advance your skills with these free workforce development classes. Engage directly with live Los Angeles Trade Tech College instructors. Sign up today! Classes start: Wednesday, October 14, 2020 Time: 7:00 pm - 9:00 pm Where: Online - Zoom Open lab 15 minutes before and after each class. Zoom class links will be emailed to registered students. via Classes Available Only for Shryne Group Employees Leadership & Communication (24 weeks) Improve your communication skills, and learn new skills that will help you engage others at work and in your personal life. Deal with real issues and receive real-time coaching from experts. Come prepared with three real-world outcomes you would like to achieve from this course. Students that complete the full course will earn a certificate from Los Angeles Trade Tech College. This course examines: Essentials Of Listening, Communication Barriers, Discipline...What It Is & How To Harness It, Behavioral Feedback, Accountability & Ownership, Change Management, Leading Vs Managing, Delegation & Team Development, Visionary Planning & Smart Strategies And More. Team Building (12 weeks) Learn team-building skills, strategic goal setting, and how to take purposeful and focused action to drive results. Improve skills and learn techniques on how to better evaluate expectations, staying motivated to achieve excellence, and more. Students that complete the full course earn a certificate from Los Angeles Trade Tech College. This course examines: Targeted Team Outcomes, Components of Team Success, and Stages of Team Growth. This course develops: Team Purpose, Team Ground Rules, Smart Team Goals, and Clarity of authority to make decisions & take action. To register for classes please contact Matthew Nathaniel (Matthew@ShryneGroup.com) FREE CLASSES LEARN NEW SKILLS Advance your skills with these free workforce development classes. Engage directly with live Los Angeles Trade Tech College instructors. Sign up today! Classes start: Wednesday, October 14, 2020 Time: 7:00 pm - 9:00 pm Where: Online - Zoom Open lab 15 minutes before and after each class. Zoom class links will be emailed to registered students. via Classes Available Only for Shryne Group Employees These programs reflect our company’s mission to provide as many people as possible the opportunity to make a career in cannabis and to own or operate a cannabis business. By combining structured educational classes through Fresno City College or our Workforce Development Program with hands-on experience working at our facilities, we hope our programs create successful owners and operators of cannabis businesses. 2.8.3. Living Wages Pursuant to our Collective Bargaining Agreement with the UFCW Local 8, we will pay living wages of for our associates, for our Co-Managers and to our General Manager. These wages are well in excess of Fresno’s living wage of Our associates are also eligible for raises every 6 months. As the cost of living increases in Fresno, we will increase our minimum wages so that we are always paying our employees well over the living wage in Fresno. 2.9. Social Equity Incubation Shryne Group currently supports 13 individuals in San Francisco, Oakland and Los Angeles who qualify as social equity cannabis owners in these respective cities. These social equity applicants were all required to have a household income below 80% of the average median income in the respective cities in which they live (i.e. Los Angeles, San Francisco, and Oakland). In these cities, Shryne Group has provided 10 social equity individuals between 25 – 50% of the ownership of the stores currently in operation and of the stores which will open in the fourth quarter of 2020 at NO costs to these social equity partners. Shryne Group pays for the startup and buildout costs of these stores and is providing all of the legal, accounting and business support (including our wide distribution network) necessary to operate the business. Many of these social equity partners also work at the stores which they own so that they can learn about the cannabis industry which they have an ownership interest in. In Oakland, Shryne Group is also incubating 3 social equity individuals by providing them with free rent on spaces for them to operate their manufacturing and distribution businesses and also by providing them with legal, accounting and business assistance for their businesses. We have also committed to providing social equity owner Marquin Chandler of Oakland shelf space for his cannabis brands. Most recently, our social equity partner Cindy De La Vega became the first Latina to own a cannabis dispensary in San Francisco. We paid for 100% of the buildout of this San Francisco store, all of the legal and accounting fees and all other fees and expenses which were required to obtain the cannabis license and get the store up and running. Cindy owns 50% of this store as our social equity partner. As we have done in San Francisco, Oakland and Los Angeles, we are committed to serving as a Social Equity Business Incubator in Fresno. We are committed to providing at least $50,000 a year to the Fresno Community Reinvestment Fund to assist Social Equity cannabis operators. Additionally, we are committed to providing the following to the Social Equity Applicants in Fresno: • Providing legal, accounting and compliance advice; • Providing assistance so that Social Equity Applicants can properly fill out all city and state cannabis license forms (we have held seminars to assist Los Angeles Social Equity Applicants fill out their city and state cannabis license forms); • Providing shelf space to Fresno Social Equity manufacturers, cultivators and distributors; • Providing Social Equity Applicants with equipment for their businesses; • Providing mentorship and assisting Social Equity Applicants to develop their business plan; and • Connecting Social Equity Applicants with our large distribution network so that manufacturers, distributors and cultivators have a place to sell or distribute their products and so that retailers have access to a stable and reputable supply chain of products. Our doors will always be open to the Social Equity Applicants of Fresno and we hope to be able to provide the support to help them succeed in Fresno as we have done in other cities in which we operate. 3. NEIGHBORHOOD COMPATIBILITY PLAN 3.1. Complaint Management Related to Noise, Light, Odor, Litter and Traffic As a first step to building a relationship with our neighbors, Authentic Fresno held a virtual open house on September 3, 2020 and invited all neighbors within 1000 feet of our location to attend. Invitations were sent in English and Spanish to ensure that all of our neighbors had the opportunity to participate. At this virtual open house, we were able to introduce ourselves to the neighbors and able to answer questions regarding our operations. If we are awarded a license, we will host another open house approximately 4 weeks prior to opening to listen to any concerns from the neighboring residents and businesses. At this open house, we will introduce our Community Benefits Director DeRon Waller and provide his contact information so that the neighbors can contact us with any questions or concerns. DeRon’s contact information will also be posted on the front door of the facility so that the community has a point of contact to address any concerns. Additionally, as explained in more detail below, Authentic Fresno will implement proactive measures to manage noise, light, odor, litter and traffic. Noise Authentic Fresno will proactively manage noise at its premises. Authentic Fresno will ensure that sound is not detectable outside its premises. In accordance with FMC Chapter 10 § 10-105 (Fresno’s noise ordinance), Authentic Fresno’s operations will not exceed 65 decibels when measured outside to ensure we do not make any noise which causes discomfort or annoyance to any persons living or working in the area. Authentic Fresno has adopted the following techniques to reduce sound. First, Authentic Fresno will not utilize exterior speakers to broadcast music or to make announcements. Second, Authentic Fresno will not play music inside in excess of 50 decibels at any time. Third, windows and doors will not be left open during operating hours. Fourth, Authentic Fresno will build out its stores with physical soundproofing as a courtesy to neighbors. Fifth, Authentic Fresno will not host events at its location that result in large crowds gathering. Finally, security will patrol to verify noise is not detectable outside the premises. Light Authentic Fresno will incorporate light into all aspects of its operation to provide literal transparency to its business, allowing customers and staff to see clearly exactly what goes on in and around the sales area. A well-lit space is also vital for customer security. At the same time, light can bother neighbors, especially at night. Authentic Fresno has taken great care to utilize lighting that will facilitate safety without imposing such a burden. Authentic Fresno will ensure its lighting is not excessive, obtrusive, or misdirected. Authentic Fresno will proactively manage light in the following ways. First, Authentic Fresno will not illuminate its interior premises when it is closed for business. Lighting necessary for security operations will be the only exception. Second, Authentic Fresno will utilize shielded lighting on the exterior of its premises. Shielded lighting will ensure that light only travels downward on the premises, not upward and outward towards neighbors. In addition, the outdoor lighting’s intensity will be only what is reasonably necessary for security purposes. These light-control measures and the fact that we do not have any immediate neighbors within 100 feet will ensure that light from Authentic Fresno’s premises does not intrude onto its neighbors’ properties. Odor Authentic Fresno will utilize one of the most comprehensive odor control programs in the industry, which is more fully described in Section 3.3. For example, Authentic Fresno will install carbon filters on its premises to purify the air and employees will regularly monitor the lifespan of and replace carbon filters as necessary to ensure the system is working properly. Authentic Fresno will also utilize a negative air pressure system so that air is only disbursed out of the building after it has been cleaned by our carbon filtration system. Moreover, Authentic Fresno will retain an environmental engineer to maintain its carbon filter system. In addition, Authentic Fresno will only accept and sell pre-packaged cannabis goods. It will neither package cannabis goods on-site nor allow any consumption of cannabis goods on-site. The lack of raw packaging and consumption will substantially reduce odor-causing activities. Security will monitor exterior odors while on patrol and employees will document any instances of odor or odor complaints with the Odor Documentation Forms described in Section 3.3. Any neighbor complaints or instances of odor detected by security or employees will be immediately documented and remediated within 24 hours. If the odor cannot be remediated internally, engineers will be engaged within 24 hours to remediate the issue. In short, Authentic Fresno’s state of the art odor control system, its proactive protocols which requires employees to be vigilant about detecting odor and our commitment to remediate any odor will ensure that odor does not negatively affect the neighborhood. To date, Shryne Group has not received a single complaint regarding odor associated with its stores. Litter As part of our daily store opening standard operating procedures and in compliance with FMC Article 33 § 9-3309(n), operations and retail employees will be tasked with sweeping the exterior prior to the opening of the store. Employees will also conduct cleanup of the exterior throughout the day and are trained to be on the lookout for any litter in the exterior. During the shift change, typically at 2pm, incoming and outgoing employees are required to ensure that there is no litter in the exterior of the facility. Any litter spotted by any of the employees will either be swept or picked up by the employees and disposed of. Vehicle Traffic To proactively manage traffic, Authentic Fresno has selected a location with 119 parking spots. The fact that the store has 119 shared parking spaces and is in area with other frequently visited businesses should minimize any increase in traffic from the popularity of our store. Additionally, the property has three points of ingress and egress; one from W Shaw heading east and two from N Blackstone heading south. Thus, any dispensary-related increase in traffic will be negligible in comparison to the overall traffic flow. Second, the abundant parking means that customers will have ample access to parking and will not need to park on any of the streets nearby. If parking becomes problematic (which is very unlikely), Authentic Fresno will work to engage parking attendants as it has at its Downtown Los Angeles store. This will ensure order and efficiency in the parking lot and reduce the chance of congestion or overfill from the parking lot. Finally, Authentic Fresno may offer discounts to customers during non-peak hours and discounts to customers who pre- order their products for pickup. This will encourage customers to access the store when it is less busy. Pedestrian Traffic 4931 N Blackstone Ave does not have heavy pedestrian traffic due to the large intersection separating the various shopping malls at each of the corners. The sidewalk on N Blackstone is also separated from the store by our large parking lot which should prevent any customers from affecting pedestrian traffic near our store. The sidewalks will also ensure safe and orderly pedestrian access to the property. In order to ensure pedestrians and customers do not become a nuisance to neighbors, customers will not be permitted to loiter around the store. Authentic Fresno’s security team will monitor pedestrian activities at the location and will conduct perimeter walks around the vicinity of our location to ensure there is no loitering, illegal activity or consumption of cannabis products near our store. Any lines that form due to the store’s popularity will be formed in an orderly fashion on the western side of the building so that lines do not impede pedestrians from using the sidewalk. Due to the large parking lot and our proactive measures against loitering, we do not foresee having any negative effect on pedestrian traffic. Responding to Complaints Authentic Fresno takes complaints seriously. While we plan to take every measure to prevent any sources of complaints, if there are ever any complaints against Authentic Fresno, we will promptly and proactively resolve the matter. Authentic Fresno has adopted a comprehensive complaint resolution procedure. Authentic Fresno’s complaint-resolution procedure will be as follows: (i) receive and record the complaint; (ii) investigate the complaint; (iii) record the result of the investigation and any resulting actions; (iv) follow up with and respond to the individual who made the complaint; and (v) use the information to improve existing procedures. Shryne has incorporated this model across all its locations with great success. i. Receiving the Complaint Authentic Fresno will provide multiple channels for receiving complaints, including a telephone number, a Community Liaison (DeRon Waller), an email address, physical mail, personal visits, and social media platforms. Such contact information will be posted on the front door of the facility so that people can easily contact us with any issues. Authentic Fresno will train employees in active listening. Employees will respond to complaints in a professional and compassionate demeanor. They will communicate to the person registering the complaint that Authentic Fresno takes all complaints seriously. As soon as Authentic Fresno receives a complaint, it will promptly enter the complaint into the complaint log which is maintained for at least 7 years and also emailed to the General Manager and Co-Managers. An investigation will also commence immediately. ii. Investigating the Complaint The General Manager will be responsible for investigating all complaints. If the General Manager is unavailable, a Co-Manager will be equipped to obtain the appropriate information. Authentic Fresno will investigate complaints in a systematic fashion. Authentic Fresno has developed complaint investigation worksheets for investigating complaints. Specific complaint investigation forms include noise, light, odor, litter, and traffic and require the General Manager or Co-Manager to request and record the following information during the complaint intake: Noise Details include: Date, type, and intensity of the noise; where the complainant was located when they heard the noise; and where on the premises the complainant believed the noise was coming from. Light Details include: Time the light was observed; which fixture produced the nuisance light; and where the complainant was located when the light was observed. Odor Details include: Time, defining characteristics, intensity, and frequency of the perceived odor event. Shryne will also record the direction of the wind, if relevant, at the time of the complaint. Litter Details include: Date, location and type of litter discovered. Traffic Details include: Date and location of the traffic/parking issue; direction traffic was moving; nature of the traffic complaint (speeding, not observing stop signs, illegal parking, pedestri- ans crossing unsafely, customers blocking sidewalk). After receiving the basic information, the General Manager will investigate at the premises as soon as possible. The most important tools for investigating nuisance complaints involving light, litter, odor, noise, or traffic are the General Manager’s eyes, nose, and ears and listening very closely to the complainant. The General Manager will record their own perception of the intensity and character of the noise, light, odor, litter, or traffic. The General Manager will also interview relevant employees about their perceptions. If necessary, the General Manager will review security footage relating to the incident to gather more information. While each complaint will require different investigation methods, the below methods are generally required to be followed during the investigation and corrective measures phase: Noise The General Manager will verify that noise levels are below 65 decibels; noise from the premises cannot be heard outside; doors and windows remain closed; and crowds are not loitering outside the dispensary premises. Light The General Manager will investigate light sources to ensure bulbs are the proper wattage; verify light shields are facing downward and working properly; and follow up with property management if the complaint relates to lights maintained by the property owner. Odor The General Manager will investigate whether carbon filters are working properly and need to be changed; verify all windows and doors are appropriately sealed and maintenance logs are up to date; inspect the HVAC system to ensure it is expelling air correctly; and, if neces- sary, call an environmental engineer for support. Litter The General Manager will investigate how long the litter had been allowed to stay on the property and why an employee did not discover and remove the litter. Traffic The General Manager will check the parking lot for the existence of the specific complaint; verify all signage in the parking lot is in working order; and check security cameras of the parking lot to verify any traffic-related complaints. Once the cause of the complaint is identified, Authentic Fresno will take immediate action to rectify the situation and halt the condition relating to the complaint. iii. Recording the Results The General Manager will document the conclusion of their investigation and recommendations of corrective actions. In addition, Authentic Fresno will record any corrective action taken in response to the complaint in its complaint log. Authentic Fresno will maintain a file of all complaints and outcomes in the course of its recordkeeping. The documentation will be clear enough that anybody reviewing the records can determine that a clear, well-reasoned, and diligent effort to resolve the complaint was undertaken. Records relating to complaints will be maintained for at least seven years. iv. Following Up with Complainant The General Manager will notify the complainant of the outcome of the investigation. If the complaint cannot be corroborated, the General Manager will notify the complainant the complaint was investigated and that no definite source was found. The General Manager will encourage the complainant to notify Authentic Fresno in the future if they observe unacceptable light, noise, odor, litter or traffic. The General Manger will also emphasize that notification should be made as soon as possible to enable Authentic Fresno to investigate and resolve the problem. At no point will any employee of Authentic Fresno downplay or trivialize the complaint even if the source of the complaint cannot be verified. Every employee will be taught during its training course to be empathetic to every person making a complaint and to take every complaint very seriously. v. Taking Corrective Action If a complaint is substantiated, Shryne will implement a corrective action plan to ensure the conduct does not occur again. Corrective action may include, but is not limited to, revising policies and procedures, fixing lighting, HVAC or other equipment, training and retraining staff, and utilizing third- party experts. 3.2. Nuisance Management Outreach and Feedback Authentic Fresno’s neighborhood compatibility starts with neighborhood outreach. As mentioned previously, Authentic Fresno hosted a virtual open house in September and will host another open house and job fair prior to its opening to provide the community an opportunity to express any concerns they have about our business and its impact on the surrounding community. We will hand out educational materials about our company and stress our commitment to being a thoughtful and giving member of the community. To mitigate nuisances on an ongoing basis, Authentic Fresno will provide multiple channels for giving feedback. Authentic Fresno will maintain a Community Liaison (DeRon Waller), a telephone number, on-site customer service employees, social media platforms, and a website for receiving community feedback. All of this information will be posted on the front door entrance. Authentic Fresno’s aim is to make neighbors feel comfortable enough to approach us with any feedback or concerns. Authentic Fresno will expeditiously attend to complaints as detailed in its complaint procedure. Authentic Fresno’s intention is to avoid, address, and resolve complaints without any city intervention. Authentic Fresno will also mitigate nuisances through its relationship with police. Prior to our opening, the Fresno Police will be invited to tour the facility and provide any feedback on our security systems. We will maintain open lines of communication with law enforcement and city officials. Authentic Fresno hopes to earn the city’s trust that it will properly respond to neighborhood concerns so that complaints do not escalate into investigations. As we have at our other locations, Authentic Fresno will proactively cooperate with the Fresno Police if they are investigating a crime which occurred near our facility which we may have video recordings or other pertinent information about. Authentic Fresno will provide all video footage as requested by the Fresno Police regardless of whether the incident directly involves Authentic Fresno or its customers or employees. Finally, Authentic Fresno will continue to host annual local stakeholder meetings to address community concerns and to receive stakeholder feedback. Stakeholders will include residential neighbors, neighboring businesses, law enforcement, city officials, non-profits, addiction treatment professionals, religious institutions, and other interested parties. The stakeholder meetings will present opportunities for collaboration and to adjust operations to meet community expectations. Good Neighbor Policy See below, a DRAFT Authentic Fresno Good Neighbor Policy which will be posted at our store and be available to our customers. This is a working draft that is being developed through the input we received during our open house and our past experiences at our other retail locations. As we continue to hold more open houses and have discussions with the community, this Good Neighbor Policy will be further revised to reflect continuous feedback from the community. Residents living and working in the neighborhood have the right to enjoy a reasonable level of peace and quiet and our Good Neighbor Policy and complaint response procedures outlined above evidence our commitment to this belief. The Good Neighbor Policy prohibits consumption of drugs or alcohol on the premise, loitering, littering, double-parking and requires that all employees take extra care to prevent noise, odor and lighting which may negatively impact the neighbors around us. Our Good Neighbor Policy will dictate how customers should act on and around the premises. Displaying a courteous and respectful attitude always makes for better neighbor relations and a more positive experience for all community members. Disorderly conduct, public consumption of cannabis, rowdiness, loud music, or loitering is not consistent with our values. Those customers found in violation will not be permitted to return to the dispensary. Our security and management will make sure customers adhere to the Good Neighbor Policy. We will respond to complaints from neighbors when behavior occurs around the premises that is inconsistent with Good Neighbor Policy. Good Neighbor Policy 1. Appoint a Community Outreach Director, whose name and phone number will be posted at the entryway of the facility and mailed or hand-delivered to businesses within a two-block radius. The Community Outreach Director, or an employee designated by the Community Outreach Director, will make reasonable efforts to proactively establish relationships with law enforcement and all neighbors so that they will have a point of contact within the organization they can reach at any time should questions, comments, concerns or problems arise. The Community Outreach Director will maintain a log of all complaints and suggestions from neighbors, and all complaints will be addressed in a timely manner. 2. At no time shall any of the following items be allowed on the Facility premise: (i) any controlled substance, other than cannabis; (ii) any paraphernalia used for the ingestion of any type of controlled substance, except for cannabis accessories for incidental retail sale to customers; (iii) alcoholic beverages; or (iv) firearms, except in strict compliance with federal, State, and County laws. 3. Ensure that all cannabis goods sold by Authentic Fresno are produced and transported by State licensed facilities in full conformance with the State and local regulations. 4. Not sell alcoholic beverages or tobacco at the Facility. 5. Prohibit the smoking, vaporization, ingestion, or consumption of alcohol, tobacco, or cannabis in any form at or within Facility. No employee shall be under the influence of alcohol or drugs (including cannabis) while on the premises. 6. Not distribute any form of advertising for physician recommendations for cannabis. 7. Provide outside lighting in a manner that illuminates the outside street and sidewalk areas and adjacent parking as appropriate, in accordance with Fresno regulations. 8. In accordance with the Air Quality and Odor Control Plan detailed within our proposal, provide adequate and appropriate ventilation to prevent any significant noxious or offensive odors from escaping the premises. 9. Patrol the surrounding area to identify and immediately address any problems, including, but not limited to, noise, odor, cannabis consumption, and litter as well as maintain the premises, adjacent sidewalk and/or alley in a good, clean condition at all times. Any and all graffiti will be identified and promptly removed from the property and parking lots. 10. Prohibit patrons from double-parking around the premises. 11. Prohibit loitering in or around the premises. 12. Prohibit littering in or around the premises. 13. Prohibit the consumption of cannabis products in and around the premises. 14. Post notices on the premises that: a. Direct patrons to leave the establishment and neighborhood peaceful and in an orderly fashion. b. Direct patrons to not litter or block driveways. c. Advise individuals of the prohibition on loitering. d. Advise individuals that smoking of cannabis is prohibited in public places. 15. Ensure notices are clear, well-lit, prominently displayed and maintained at all public entrances to and exits from the establishment. 16. Secure the premises within 50 feet of any public entrance and exit. 17. Ensure the Facility shall be continuously maintained in a safe, clean, and orderly condition with twice daily litter pick-up within 100 feet of the premises. Such litter pick-up shall include inspections for graffiti, which shall be removed within 24 hours of detection. Premises Management Authentic Fresno’s policies and procedures will provide for the restoration of any area defaced by graffiti either by painting over the area with a color matching the original design scheme or by removing the graffiti within 48 hours of the occurrence pursuant to FMC Article 27 § 15-2739(M). Security guards and employees will routinely check for graffiti and report any instances discovered to management, who will arrange for prompt repainting or removal. The security guards will take primary responsibility for on-site patrol, including all areas of the premises and the parking lot. In addition, staff members will be trained to report any incidents or circumstances that conflict with company best practices. We will display prominent, visible signage to deter visitors from loitering or consuming intoxicating substances, such as alcohol and cannabis, on or near its premises. Specifically, Authentic Fresno will post “No Loitering, Public Drinking, or Public Smoking/ Consumption of Cannabis” signs both inside and outside of the premises. Moreover, Authentic Fresno will prohibit individuals from remaining on its premises if they are not engaging in an activity expressly related to its retail operations. All Authentic Fresno staff will be responsible for the internal and external appearance of its business, both in terms of physical presentation and brand image. As noted in Section 3.1, staff will ensure that litter around the premises is picked up at the beginning and end of each day. Authentic Fresno employees will also sweep the area immediately in front of the storefront. Authentic Fresno will also utilize property management to ensure the interior and exterior is cleaned daily. Authentic Fresno takes pride in its professional reputation and in retaining the enduring goodwill of neighboring tenants and property owners. 3.3. Odor Mitigation Practices Because no packaging or other manufacturing of cannabis will be conducted at this site, odor will not affect the surrounding area as long as all of our odor mitigation practices are followed. Standard Operating Procedures to Prevent Odor Authentic Fresno’s employees are required to check all inventory of cannabis products to ensure that all packages are properly sealed and packaged so that they do not emanate any odors. Because oils, edibles and other manufactured goods do not emanate any cannabis odor, employees will be trained to pay special attention to the packaging of raw flower and pre-roll flower to ensure they do not have any damage or openings and no odor is emanating from them. Additionally, employees will be required to check that all windows and doors (other than the front door which remains unlocked during operations) are properly locked, closed and sealed. The HVAC system, negative air pressure, and the carbon filtration system, which are described in Section 3.5 below, will ensure that all air passes through the carbon filtration system and only through the roof outlets. Security guards and our employees will also make sure that people are not consuming any cannabis products within the store or within the general area of our store. Signs will be posted throughout our store that consumption of cannabis on our property is prohibited and against the law. Our security guards will also conduct perimeter walks to prevent loiterers from consuming cannabis on our parking lot or in the area around our parking lot. By preventing loiterers and customers from consuming cannabis on or around our facility, we will prevent a common source of cannabis odor which plagues other cannabis dispensaries. Employee Odor Detection System In addition to the preventative practices described previously, Authentic Fresno will train employees on how to detect, prevent, and remediate odor outside its facility. Employees will also be aware of all corrective options available. Employees who detect any odors or are made aware of any odors are trained to do the following: • Investigate the likely source of the odor. • Utilize on site management practices to resolve the odor event. • Take steps to reduce the source of objectionable odors. • Determine if the odor traveled offsite by surveying the perimeter and making observations of existing wind patterns. • Document the event for further operational review. An Odor Detection Form (ODF) shall be provided to those who suspect objectionable odors emanating from inside the facility. ODFs are available per request, on-site. We shall maintain records of all odor detection notifications and/or complaints that will include the remediation measures employed. The records shall be made available to the BCC, City, or the general public on request. The form is below: In addition to odor mitigation practices, our odor control devices and techniques described in Section 3.5 and the fact that our location is a standalone property with our own parking lots surrounding the premises without any residences or businesses nearby should reduce the risk of any odor affecting the community. 3.4. Potential Sources of Odor Cannabis flower and cannabis flower in pre-rolls are the only products which we will carry at our facilities which will have the potential to have any odor since the edibles, oils, tinctures and other products do not emanate any smell. The potential sources for odor from these products include the inventory room, sales room, and any safe in which cannabis goods are stored. As mentioned in Section 3.3, packages will be checked daily to ensure that they are properly sealed and packaged so that they are not emanating any smell. Authentic Fresno will not allow raw flower to be packaged on-site which will substantially reduce the risk of any odors emanating in the area. Loiterers and customers will also be prevented from smoking or otherwise consuming any cannabis products on or around the facility, which will also reduce the likelihood of any odors. Any customers who are caught consuming cannabis on or near the facility will be prevented from shopping at our store again. Our security guards will also surveil the parking lot area to prevent customers from consuming any cannabis products in their cars or otherwise on or near the facility. When inventory shipments are received and are being taken into the inventory room or storage room, Authentic Fresno will utilize odor-neutralizing materials such as enzymatic catalysts which can degrade odorous compounds. These materials will be applied to surface areas throughout the store to reduce the risk of any odors. In summary, the raw flower and the pre-rolls we sell on the sales floor and which we store in our inventory rooms are the main potential sources of cannabis odor. The odor mitigation practices described in Section 3.3 and the devices and techniques described in Section 3.5, shall prevent any such potential sources of odor from causing odors inside or outside of the store. 3.5. Odor Control Devices and Techniques Authentic Fresno’s odor control plan ensures odors from cannabis are not detectable beyond the licensed premises. The first step of Authentic Fresno’s air quality management and odor mitigation plan will be to employ adequate heating, ventilation, and air conditioning (“HVAC”) systems as required by FMC Article 33 § 9-3309(j). Authentic Fresno will work with licensed engineers to assess and improve any existing HVAC system at the proposed location to ensure superior air quality and mitigate any odors that result from the proposed retail space. Authentic Fresno will replace and maintain the highest quality carbon filters to provide clean air for all employees and consumers. In addition to the HVAC system, Authentic Fresno will engage with a local mechanical engineering firm to assess the facility, identify opportunities for improvement, and increase air quality and odor capture. Improvements may include but will not be limited to: (i) air handler selection so outside air can be conditioned and brought into the space without recirculation of smell into the occupied environment; (ii) dedicated systems for each area of the facility that engages in a different retail practice; (iii) air filtration and purification so exhaust and supply air does not negatively impact neighbors or customers; and (iv) the use of carbon air filters or scrubbers. Air Pressure Authentic Fresno’s facility will be kept under negative pressure by means of an exhaust system with carbon filters for odor mitigation so that the odors generated inside the business will not be detectable on the outside of the business or at any of the properties in the immediate surrounding area. The exhaust discharge shall be designed with a high velocity outlet to eject the exhaust up and away from any neighbors or pedestrian traffic. Carbon Filters We believe that the best filtration system for cannabis facilities is carbon filtration. The various inventory, retail and storage areas will all be separated from other areas, allowing for odor control methods to be specific to the activity being performed. The carbon-filtered ventilation will utilize the Koch Filter DuraPure, which is used in cigar lounges, airport facilities, chemical plants and other businesses which require a high-powered air filtration system. The DuraPURE utilizes premium grade granular 60% activated carbon and its unique V-shaped frame holds up to 26 pounds of activated carbon. Portable, carbon-filtered recirculating Can-Lite 14” x 40” (SKU: 358598) fans will further minimize or eliminate odors in the cultivation, storage and vault rooms and retail area, and will be placed near access points such as doors. The combination of carbon exhaust air filtration and building pressure control represent the current best available technology. Air Design Technique The facility shall have no operable windows and will be kept locked and sealed at all times. All doors shall be sealed with proper weather stripping, keeping circulating and filtered air inside the facility. As mentioned previously, our employees will be trained to confirm that all doors and windows are properly closed, locked, and sealed. Additionally, our Standard Operating Procedures require that employees check our products on a daily basis to ensure they are properly sealed and not emanating any odors. Our security guards and employees also vigilantly check for any consumption in the parking lot or near the vicinity of our store. Our employees are also trained to detect any odors outside of the facility and to track the source of any odors which are detectable outside. Our professional HVAC specialists are engaged if we are not able to get rid of the odor within 24 hours. These techniques and our comprehensive odor mitigation system have successfully kept all our other retail locations free of cannabis odor. 3.6. Staff Odor Training and System Maintenance Staff Odor Training As mentioned previously, Authentic Fresno’s employees are trained as follows to minimize the likelihood that any odor is detectable outside of our store: • Employees are required to check every piece of inventory of cannabis products on a daily basis to ensure that all packages are properly sealed and packaged so that they do not emanate any odors. Employees are trained to pay special attention to the packaging of raw flower and pre-roll flower to ensure they do not have any damage or openings and no odor is emanating from them. • Employees are required to check that all windows and doors (other than the front door which remains unlocked during operations) are properly locked, closed and sealed. The HVAC system, negative air pressure, and the carbon filtration system, which were described in Section 3.5 previously, will ensure that all air passes through the carbon filtration system and only through the roof outlets. • Employees will also work with our security guards to make sure that people are not consuming any cannabis products within the store or within the general area of our store. • Employees will be trained on how to detect, prevent, and remediate odor outside its facility. Employees who detect any odors or are made aware of any odors are trained to do the following: • Investigate the likely source of the odor. • Utilize on site management practices to resolve the odor event. • Take steps to reduce the source of objectionable odors. • Determine if the odor traveled offsite by surveying the perimeter and making observations of existing wind patterns. • Document the event for further operational review. An Odor Detection Form (ODF) shall be provided to those who suspect objectionable odors emanating from inside the facility. ODFs are available per request, on-site. We shall maintain records of all odor detection notifications and/or complaints that will include the remediation measures employed. The records shall be made available to the BCC, City, or the general public on request. Odor System Maintenance Authentic Fresno will perform monthly inspections of its odor control system to ensure optimal performance and regular maintenance. Detailed service logs will be kept with respect to all HVAC and carbon filters so staff will be aware of how long a filter has been in use. Filters will be assessed monthly and changed every six months, or more frequently if staff becomes aware of any odor permeating the facility. Testing will be done in accordance with Standardized Odor Measurement Practices for Air Quality Testing or any other state-established testing standards for cannabis businesses. Management will perform a daily walkabout near the exhaust system to verify there are no odors. Data will be compared using a five-point Odor Intensity Reference Scale (“OIRS”) for daily readings. When values reach three on the five-point scale, the carbon-filtration exhaust system will be evaluated and repaired as required. Evaluations will include fan operation, distribution system integrity, and carbon filter effectiveness. The HVAC and ventilation system will be professionally monitored and maintained with quarterly service appointments. Any system failures will be immediately reported to management staff, and any problems that cannot be dealt with internally will result in the immediate contacting of a professional service technician prior to any scheduled quarterly service appointments from the professional service technician. Recordkeeping Staff will keep meticulous records with respect to the HVAC system and carbon filters to ensure maintenance and quality control checks are performed regularly. All the following must be documented in our company database: (i) records of purchases of replacement carbon filters; (ii) performed maintenance tracking; (iii) documentation and notification of malfunctions; (iv) scheduled and performed training sessions; and (v) monitoring of administrative and engineering controls. Odor mitigation records will be made available to the City of Fresno and the Bureau of Cannabis Control upon request. Odor Intensity Reference Scale 0 None 1 Slight 2 Noticeable 3 Very Noticeable 4 Strong 5 Very Strong 3.7. Waste Management Plan Non-Cannabis Waste Authentic Fresno will engage Fresno’s Department of Public Utilities – Trash Disposal & Recycling Division for its non-cannabis trash and recycling needs. Authentic Fresno strives to recycle 70-75% of all of its waste produced. Packaging materials for cannabis products which are delivered to our store from distribution vehicles is our largest source of waste, and we will recycle all such cardboard boxes and packaging materials at this store as we have at our other stores. Shoppers will also receive off their next purchase for bringing in their shopping bags which we also recycle. Non- cannabis waste will be disposed of in the trash bin on the southern edge of the property, behind Med Wraps Cafe. Cannabis Waste Authentic Fresno will dispose of cannabis waste in a manner that ensures it is unusable and not diverted. Authentic Fresno strives to prevent introduction of defective and/or unsafe cannabis in the marketplace. Thus, safe and secure cannabis waste disposal will be a high priority. Cannabis Disposal Locations The cannabis waste will be kept inside a sealed and locked 20-gallon secure polyethylene container in the limited access section of the inventory room which will be locked until the container is picked up by our third party vendor Cannabis Waste Solutions19 19 https://cannabis-waste.com/about/ Cannabis Goods Subject to Disposal The destruction of cannabis goods prior to disposal will be done in accordance with 16 CCR § 5054 and recorded on video. Cannabis and cannabis products will be disposed of in accordance with all applicable waste management laws, including but not limited to, Division 30 of California’s Public Resources Code. In order to properly dispose of cannabis and cannabis products, the processes laid out in 16 CCR § 5054(d) will be followed. Those actions include, at a minimum, removing or separating the cannabis goods from any packaging, or container, and rending it unrecognizable and unusable. Vape cartridges will also be made unusable in accordance with 16 CCR § 5054. The following cannabis products will be disposed of according to our Standard Operating Procedures: • Any returned type of cannabis flower or cannabis product including but not limited to edibles, pre- rolls, vape cartridges and topicals by a customer. • Any empty or damaged packaging that is used to contain cannabis goods. • Recycled vape cartridges. • Cannabis goods that have passed their expiration date. • Cannabis goods that fell onto the floor or have been otherwise contaminated. • Any cannabis good abandoned on the premises (left behind by a customer) may not be re-sold and must be disposed of as cannabis waste. Methods of Destroying Cannabis Waste Cannabis goods intended for disposal will be destroyed, at a minimum, by removing the goods from any packaging or container and rending them unrecognizable and unusable. Whenever practicable, Authentic Fresno will use a destruction method that is environmentally friendly and will result in compostable cannabis waste. For example, cannabis flower will be rendered unusable by grinding the flower and incorporating it with yard waste so that the resulting mixture is at least 50% non-cannabis waste by volume. At the time of pickup Cannabis Waste Solutions will spray a proprietary solution on the cannabis waste to further rend the cannabis unusable. The non-toxic rending fluid is added to saturate the biomass material. This fluid changes the color, taste, and texture of the biomass. It alters the chemical composition of the biomass. The active ingredients are both water and solvent soluble making any re-extraction impossible. Waste Records Authentic Fresno will account for destroyed cannabis goods in METRC and IndicaOnline. Authentic Fresno will record the following within 24 hours of each cannabis waste destruction or disposal: (i) name and type of cannabis goods; (ii) UID of cannabis goods; (iii) amount of cannabis goods, by weight or count; (iv) date and time of destruction or disposal; (v) name of employee performing destruction or disposal; (vi) reason for destruction and disposal; and (vii) entity disposing of the cannabis waste. Authentic Fresno will maintain cannabis waste destruction and disposal records for at least seven years per Authentic Fresno’s recordkeeping procedures as pursuant to 16 CCR § 5037(a)(7). Authentic Fresno’s waste management vendor, Cannabis Waste Solutions, will pick up the secure containers every week from Authentic Fresno’s secure inventory room and will transport it into its facilities, where waste will be either recycled into energy for California’s power grid or made into various “new-gen” materials for the construction industry. Authentic Fresno will obtain documentation from the waste facility evidencing the date and time of the facility’s receipt of the cannabis waste and will maintain this documentation for at least seven years in compliance with 16 CCR § 5037(a)(7). See below Cannabis Waste Solutions Recycle Back Program which all of Shryne’s stores are a part of. Waste Security Authentic Fresno’s Director of Compliance will be responsible for waste management and will record on digital video all instances when cannabis product is being destroyed. All cannabis waste will be disposed of in the secure waste receptacle located in the limited-access area of the inventory room. Before disposing of the cannabis, the batch number and product information from which the cannabis waste came from must be noted in the Retail Cannabis Disposal Log along with other pertinent information. A co-manager or General Manager must review and initial the Retail Cannabis Disposal Log prior to disposition. After rendering the cannabis unusable as described below, the Director of Compliance and another employee will lock the cannabis waste into a 20-gallon secure polyethylene container provided by Cannabis Waste Solutions which will be further locked in the limited access section of the inventory room. The Director of Compliance and the General Manager will be the only employees with keys to the waste container. Only authorized employees can access the limited- access room with an electronic card. Cannabis waste will not be disposed of in the dumpster located on the property. Instead, Authentic Fresno will utilize Cannabis Waste Solutions, a licensed cannabis waste removal service. 4. SAFETY PLAN 1777 N. California Blvd, Suite 200 ph: (925) 979.9993 internet: Walnut Creek, CA 94596 fax: (925) 979.9994 www.thefireconsultants.com FIRE SAFETY PLAN AUTHENTIC FRESNO NORTH LLC CANNABIS RETAIL STORE 4931 N BLACKSTONE AVE FRESNO, CA Prepared for: Authentic Fresno North LLC 4931 N Blackstone Ave Fresno, CA 93612 20-2314 November 23, 2020 PROPOSED CANNABIS RETAIL STORE –FRESNO, CA 20-2314 –Page 1 4931 N BLACKSTONE AVE -FIRE SAFETY PLAN November 23,2020 INTRODUCTION Authentic Fresno North LLC is planning to develop a retail store commercial cannabis business in Fresno,CA and they have retained The Fire Consultants,Inc.(TFC)to evaluate the project and develop a fire safety plan to identify applicable fire protection criteria for the facility.This report will identify the major applicable fire protection requirements pertaining to the facility and will serve as the basis of discussion between design team members and the appropriate authorities (Fresno Police Department, Fresno Fire Department,Fresno City Manager, etc.)regarding these elements. The major design objectives are to protect the occupants and inventory from a potential fire and achieve and maintain compliance with the applicable codes.This report does not provide requirements from the insurer but incorporates these where they have been provided to us by the operator. APPLICABLE CODES The project will be subject to the requirements of the 2019 California Building Code (CBC) and California Fire Code (CFC) with City of Fresno amendments,and City of Fresno Administrative Regulations for Commercial Cannabis Business. BUILDING DESCRIPTION The Authentic Fresno North LLC retail store will be approximately 11,000 square feet, will occupy an existing building built in 1990 and will have a layout as shown in Section 4.3. The City-approved floor plan and building to be occupied will be determined later, after City approval of the proposed project.The building will include approximately 4,800 SF front-of house (public access)and the rest will be back-of-house (employee only). OVERVIEW The Authentic Fresno North LLC retail store is classified as Mercantile Group M per the Building Code and will include both front-of-house areas and back-of-house areas.The front-of-house areas will include an entry check-in lobby,retail area and restrooms. The back of house area will include the secured inventory room, break area, restrooms, offices,storage and loading/unloading area.The retail store will sell a variety of cannabis products, including flower,pre-rolls,vapor products, edibles,capsules, topicals,tinctures,concentrates and other accessories. The products will come pre- packaged from distributors; the retail store will not undertake any packaging in the store. The retail store will not include any operations related to cannabis growing, processing,or extraction. PROPOSED CANNABIS RETAIL STORE – FRESNO, CA 20-2314 – Page 2 4931 N BLACKSTONE AVE - FIRE SAFETY PLAN November 23, 2020 SAFETY PLAN The City of Fresno requires a Safety Plan for cannabis retail stores. This document is provided to address City requirements for a Safety Plan for the Authentic Fresno North LLC cannabis retail store at 4931 N Blackstone Ave. 4.1 SAFETY PLAN PREPARED BY A PROFESSIONAL FIRE PREVENTION AND SUPPRESSION CONSULTANT The Safety Plan and this summary of the Safety Plan were both prepared by The Fire Consultants, Inc. The Fire Consultants, Inc. is a fire protection engineering and consulting firm with widespread experience conducting fire protection and life safety assessments, developing fire protection reports and code compliance assessments, as well as, designing fire alarm, sprinkler and special suppression systems and reviewing those designs by others. Our firm has consulted on thousands of projects in multiple states, including California, Oregon and Washington. The main author of the Safety Plan and this summary of the Safety Plan is Mr. John Stauder, P.E., who is a licensed professional engineer, holding both Mechanical Engineering (M 33333) and Fire Protection Engineering (FP 1668) licenses in California. Mr. Stauder is also licensed in the states of Arizona, Oregon and Washington. 4.2 ACCIDENT AND INCIDENT REPORTING PROCEDURES According to Authentic Fresno North LLC’s Employee Manual, an accident or incident is an unplanned occurrence that resulted or could have resulted in injury to people or damage to property, equipment or the environment. Even minor injuries such as cuts or sprains are considered accidents and “near misses” of even these “minor” accidents are also considered incidents. Upon any accident or incident, an employee who experiences or witnesses an accident or who is initially told of the incident or accident by a customer must immediately report the accident or incident to one of the Co-Managers or the General Manager. The Co- Manager or General Manager will immediately assess whether the police, paramedics, fire department or any other authority should be contacted. The Co-Manager or General Manager will also determine whether medical treatment is required for any employee, customer or independent contractor. If appropriate, the Co-Manager or General Manager will also secure the scene to ensure the source of t he accident or incident does not cause another accident or incident before the source is remediated. Once the proper authorities have been contacted, medical treatment applied and the area of the incident or accident is secured, the employee who witnessed the accident or incident will assist a Co-Manager or the General Manager in filling out the accident/incident report below. The form will have the “employee” section and the “Manager” section so that a record of the incident/accident’s firsthand account is documented. The “Manager” section ensures that management follows up with this PROPOSED CANNABIS RETAIL STORE – FRESNO, CA 20-2314 – Page 3 4931 N BLACKSTONE AVE - FIRE SAFETY PLAN November 23, 2020 incident to ensure that all proper authorities and employees within the company (e.g., HR, Legal) are notified and to ensure that measures are taken to reduce the likelihoo d that the incident/accident repeats itself. The Manager will also interview other employees who were present at the store during the time of the incident/accident to ensure that all pertinent facts are reported in the accident/incident report. Accident and Incident Reporting Form PROPOSED CANNABIS RETAIL STORE – FRESNO, CA 20-2314 – Page 4 4931 N BLACKSTONE AVE - FIRE SAFETY PLAN November 23, 2020 After the form is completed, copies of the form will be distributed internally to the Human Resources Department, Legal Department, District Manager and Head of Retail. These various departments will review the incident/accident report to assess whether further action should be taken to reduce the likelihood of a repeat incident and whether city or state authorities need to be notified (if they haven’t been notified yet). These departments will also assess whether a systemic issue such as insufficient training or a failure to keep the premises free of hazards was the cause or exacerbated the incident or accident. If that is the case, the best way to fix this systemic issue will be investigated by Legal and HR. If Legal or HR determines that the accident is an OSHA recordable accident, the OSHA Form 300 will be filled out and submitted. Similarly, if the accident or incident results in an employee requiring medical attention or work time loss, OSHA, the union representatives and other proper authorities will be contacted. Finally, the General Manager or a Co-Manager will replace any equipment which was damaged or used during the accident or incident (e.g., a fire extinguisher). Fire Alarm and Monitoring System The Authentic Fresno North LLC retail store will be protected by a fire alarm system as required by Code and local ordinance. Since an existing building is utilized and it contains a fire alarm system, it is possible that the existing fire alarm system can be redesigned to serve the new use. Stanley Convergent Security Solutions, Inc., a licensed C-10 fire alarm contractor will be retained to provide any required shop drawings and permit submittals for revisions to the existing fire alarm system. Stanley Convergent Security Solutions, Inc. will also be utilized for the required inspection, testing and maintenance (IT&M) and monitoring of the fire alarm system. Stanley Convergent Security Solutions, Inc. https://www.stanleysecuritysolutions.com (877) 476-4968 Dan Roberts (747) 263-5814 PROPOSED CANNABIS RETAIL STORE –FRESNO, CA 20-2314 –Page 5 4931 N BLACKSTONE AVE -FIRE SAFETY PLAN November 23,2020 4.3 DESCRIBE EVACUATION ROUTES Figure 1- Egress travel path,common path of travel and exit separation for Authentic Fresno North LLC. The proposed retail site building includes three evacuation routes as shown above; two through the main entry lobby and retail spaces for public access areas and one through the employee only back of house space. The rear exit permits only employees’access to an exit while maintaining security and separation between public and employee areas but may be used as an additional exit access for employees as permitted for intervening rooms by CBC Section 1016.The blue dimensional arrows in Figure 1 show the adequate exit separation,as required by Code. As can be seen in the Figure 1 evacuation diagram: •104 persons in the public accessed areas will exit out of the South and West exits (from Lobby and Retail areas). •71 persons in all other back of house areas will exit out of the Northwest exit (from loading/unloading room)and through the public accessed areas (South and West exits in the Lobby and Retail areas). The occupant load for the uses of the spaces in the retail store is tabulated below per CBC Table 1004.5. PROPOSED CANNABIS RETAIL STORE –FRESNO, CA 20-2314 –Page 6 4931 N BLACKSTONE AVE -FIRE SAFETY PLAN November 23,2020 Use of Space Occupant Load Factor (sq ft/person) Space Approx. Area (sq ft) Occupant Load (persons) Unconcentrated Assembly 15 net Lobby 477 32 Break Room 684 46 Mercantile 60 gross Retail Area 4141 70 Storage, Stock, Shipping Areas 300 gross Secured Inventory Room 2438 9 Retail Counters 654 3 Loading/Unloading 72 1 Deliveries 1060 4 Storage 55 1 Business Areas 150 gross Office (1)78 1 Office (2)160 2 Security Office 183 2 Restroom (x4)65(x4)1(x4) Total 175 The retail store is separated into front-of-house areas and back-of-house areas. The retail store layout provides separate exiting from public accessed areas without passing through the employee accessed areas.The occupant load for the public-accessed front-of-house area is 104 (including lobby,Retail area, and FOH Restrooms), and the occupant load for the back-of-house area is 71.The occupant load for both front of the house and back of the house areas are more than 50 occupants, requiring two exits from each space.The public accessed areas will have two direct exits. The back-of- house areas will have one direct exit, while the second required exit from back of the house will be through public areas as shown in Figure 1. The egress path of travel limitations (feet) for the occupancy within the retail store is provided below per CBC Chapter 10 for sprinkler protected buildings,as the existing building is sprinkler protected.This is required to be measured along the natural path of travel. The proposed layout is within these travel distances for sprinklered buildings, as shown in Figure 1. Occupancy Common Path of Travel Exit Access Travel Dead End Length Group M (Sprinklered)75 250 50 Where the occupant load will exceed 49,or where the common path limitation is exceeded, a minimum of two exits are required per CBC Table 1006.2.1. These exits are required to be separated by a minimum of one-third the area longest diagonal of the area served for sprinkler protected buildings.The overall retail store facility will contain three separate exits,to meet the required separation; one at the front entry, one from PROPOSED CANNABIS RETAIL STORE – FRESNO, CA 20-2314 – Page 7 4931 N BLACKSTONE AVE - FIRE SAFETY PLAN November 23, 2020 the retail area and one at the rear, back-of-house area as shown in Figure 1. Authentic Fresno North LLC will install listed panic hardware on the exterior exit doors to meet CBC 1010.1.10 and UL 305. CBC 1010.1.9 requires all egress doors to be readily openable from the egress side at all times, requiring only one operation to open the door, without the use of a key or special knowledge or effort, except in specific situations. The Ordinance Article 33 of the Fresno City Code for Commercial Cannabis Business requires the retail area access door be locked at all times with buzz-in access through the electronic/mechanical door from lobby. This door shall be unlocked and readily openable from egress side (retail side), all times. The main door is allowed to be provided with a locking device on the egress side, provided the following requirements are met: a. The locking device is readily distinguishable as locked, and b. A readily visible durable sign is posted on the egress side of the door (inside) on or adjacent to the door, stating “THIS DOOR TO REMAIN UNLOCKED WHEN THIS SPACE IS OCCUPIED” in 1-inch black letters on a contrasting background. Certain egress doors in the retail store will be provided with card readers to control access into the retail store, back-of-house area, and cannabis goods storage and inventory rooms, as noted on the sketch in Figure 2. This is to meet Article 33 of the Fresno City Code for Commercial Cannabis Business. These doors will be arranged to meet the following provisions per CBC Section 1010.1.9.10 to allow for free egress: a. The door hardware that is affixed to the door leaf has an obvious method of operation that is readily operated under all lighting conditions b. The door hardware is capable of being operated with one hand and does not require more than one operation for unlatching c. Operation of the door hardware directly interrupts the power to the electric lock and unlocks the door immediately d. Loss of power to the electric locking system automatically unlocks the door e. Operation of the panic hardware releases the lock f. The locking system units are listed in accordance with UL 294 The exit path from the occupied spaces in the rooms or through corridors will need to be a minimum unobstructed width of 36 inches where serving less than 50 occupants; the width increases to 44 inches if serving 50 or more occupants per CBC Table 1020.2 . The aisles are required to meet these widths, and the aisle accessways (if not required to be accessible) are required to be at least 30 inches wide per CBC Section 1018.3 and 1018.4. As discussed above, the retail store is separated into a front-of-house area and a back-of-house area. Since the public areas has more than 50 occupants, two exits are required to be provided. The exits from public areas will be directly from front of house areas to the exterior (through the main lobby and retail areas). The exit path is allowed to pass through intervening rooms that are accessory to one another, provided that the required width is met, and a discernable path of egress travel is provided per CBC 1016.2. Exit signs are required for rooms where two exits are required, per CBC Section 1013. The facility will be provided with illuminated exit signs to facilitate egress. Emergency PROPOSED CANNABIS RETAIL STORE – FRESNO, CA 20-2314 – Page 8 4931 N BLACKSTONE AVE - FIRE SAFETY PLAN November 23, 2020 lighting will be provided for the means of egress in the facility to meet CBC Section 1008. The facility will be provided with emergency access and emergency evacuation plans to meet state and local fire standards. The facility will not employ any devices that emit any medium such as smoke or fog that could obscure the means of egress in the building as prohibited per CFC Section 316 .5. 4.4 FIRE EXTINGUISHERS AND OTHER FIRE SUPPRESSION EQUIPMENT LOCATION Sprinklers The existing building includes an automatic sprinkler system. The retail store facility shall maintain the existing automatic sprinkler system, as this greatly enhances life safety, enables code compliance more easily and provides property pro tection and can reduce business interruption in case of a fire. The secured cannabis inventory storage and inventories will include storage of the products on racks or shelves in cardboard packaging. The retail display area will contain products in display cases. The inventory is anticipated to include up to a Class IV commodity per the CFC and NFPA 13, Standard for the Installation of Sprinkler Systems, containing primarily the cannabis products in cardboard and plastic packaging. This is not considered a high-hazard commodity such as flammable liquids or rubber tires or Group A plastics. The product stacking on the display shelving and storage shelving will need to be maintained where the top of storage is no higher than 12 feet above the floor or at least 18 inches below the ceiling sprinklers (subject to NFPA 13 requirements). The inventory is not considered a high -hazard commodity and therefore should not be classified as high-piled combustible storage per the CFC if the top of the storage is maintained under 12 feet. Subject to the capability of the existing water supply, fire main and existing sprinkler system design, the existing automatic sprinkler system can be utilized to protect the new use and occupancy of the retail store. The display and storage areas may be up to 10 feet in height or at least 18 inches below the ceiling sprinklers (subject to NFPA 13 requirements) and will require protection as Ordinary Hazard Group II (OH2) per NFPA 13 Table 13.2.1. The storage may contain up to 15% unexpanded plastic by weight or 25% by volume. If the existing sprinkler system can’t meet OH2 design criteria, the storage arrangement will require modification to meet the available sprinkler system limitations and NFPA 13 requirements. Storage of any plastics or foams such as shipping supplies will need to be maintained under 6 feet to avoid classification as high-piled combustible storage and be maintained under 5 feet in order to be protected as Ordinary Hazard Group 2 per NFPA 13 Table 13.2.1. As the design progresses, the existing sprinkler system design will need to be evaluated with a licensed sprinkler contractor (C-16 Contractor). The sprinkler system design shall be in accordance with NFPA 13, Standard for the Installation of Sprinkler Systems PROPOSED CANNABIS RETAIL STORE – FRESNO, CA 20-2314 – Page 9 4931 N BLACKSTONE AVE - FIRE SAFETY PLAN November 23, 2020 and California Building and Fire Code and City of Fresno amendments . The sprinkler system will need to be inspected, tested, and maintained in accordance with the California amended version of NFPA 25, Standard for the Inspection, Testing, and Maintenance of Water-Based Fire Protection Systems. Fire Alarm Based on discussion with the Owner/operator, we understand that the existing retail store location is provided with a fire alarm system. The existing fire alarm including initiation devices and occupant notification shall be maintained once the project is awarded to Authentic Fresno North LLC. Typically, the fire alarm will consist of combination smoke / carbon monoxide / heat detection and sprinkler waterflow connected to a fire alarm control panel, and that initiation of such devices will automatically notify emergency responders and employees and public customers. Since an automatic sprinkler system is provided, the facility shall include at least one exterior approved audible device, activated by sprinkler water flow as required by CBC Section 903.4.2. Upon actuation of the automatic sprinkler system, the fire alarm notification appliances throughout the facility will activate. The fire alarm system will also be required to monitor the sprinkler system. The fire alarm system will need to be installed, inspected, tested, and maintained in accordance with NFPA 72, National Fire Alarm and Signaling Code and California Fire Code and Title 19. Fire Extinguishers The retail store is anticipated to contain Class A fire hazards, which are ordinary combustibles such as paper and wood, and Class C fire hazards, which are electrical fires. The primary hazard in the facility is anticipated to be Class A fire hazards. The fire extinguishers in the facility are required to be rated at a minimum 2A:10B:C for the hazards in the building and spaced up to 75 feet travel distance per CBC Table 906.3(1). The fire extinguishers are required to be located in conspicuous locations per CFC Section 906, either mounted on brackets or inside fire extinguisher cabinets, where they will be readily accessible and immediately available for use, with the top no more than 5 feet above the floor. See diagram below for the proposed locations of fire extinguishers in the retail store. The fire extinguishers will need to be installed and maintained in accordance with CFC Section 906.2 and California Code of Regulations, Title 19, Division 1, Chapter 3. Exact fire extinguisher locations will be provided to meet 2019 California Building and Fire Code Section 906 as part of the tenant improvement permit submittal. The PROPOSED CANNABIS RETAIL STORE – FRESNO, CA 20-2314 – Page 10 4931 N BLACKSTONE AVE - FIRE SAFETY PLAN November 23, 2020 possible location of devices for fire alarm system and fire alarm control panel is provided below. The location of manual pull station shall be confirmed with AHJ. The possible location of devices for fire alarm system and fire alarm control panel is provided in the diagram below, and contemplates approximately: • [5] Fire extinguishers being located at Retail, Secured Inventory Room, Retail Counters and Break Area • [29] Smoke and Carbon Dioxide Detectors being placed in all rooms • [35] Horn and Strobe being placed in all rooms • [1] Knox Box being located at main entrance Figure 2- Possible location of fire alarm devices including smoke detectors and CO detectors, fire alarm control panel and fire extinguishers. The fire alarm contractor shall provide the final drawings and verify it meets requirements of NFPA 72. CO detectors are required due to a gas water heater in property. No other hazardous gas will be utilized or stored in the property. PROPOSED CANNABIS RETAIL STORE – FRESNO, CA 20-2314 – Page 11 4931 N BLACKSTONE AVE - FIRE SAFETY PLAN November 23, 2020 4.5 PROCEDURE AND TRAINING FOR ALL FIRE AND MEDICAL EMEGENCIES Fire Emergency Procedures Authentic Fresno North LLC’s Fire Emergency Procedure summary, which is posted at all stores, is set forth below. This form and local emergency contact phone numbers will be conspicuously displayed in the employee break room and at the reception desk in case of fire or medical emergency. Authentic Fresno North LLC’s Fire Emergency Procedure requires an employee to immediately activate the fire alarm and then call the fire department from a safe area. The Procedure also requires each employee to memorize the evacuation routes as part of an employee’s onboarding process. Employees are trained to leave any items in their lockers. If the evacuating employee comes into contact with another employee or a customer, the employee should direct such employee or customer to also evacuate immediately. If the evacuating employee comes into contact with a disabled or injured person or any other person having difficulty evacuating, the employee is trained to assist such person evacuate so long as such assistance does not endanger the assisting employee or the assisted employee or customer. If there is smoke, employees are trained to stay low and cover mouth with wet cloth if possible. Employees are also trained on how to operate a fire extinguisher using the P.A.S.S. method of 1) Pulling the pin, 2) Aim at the base of the fire, 3) Squeeze discharge handle and 4) Sweep from side to side. However, employees are trained to not attempt to put out the fire and just evacuate the premises in the case of larger fires. Upon evacuating the premises, employees are trained to assemble in an area designated prior to the opening of the store. At this assembly point, the General Manager will conduct a roll call and determine if any employees are missing. The General Manager will communicate with the fire department on whether any employees are not accounted for and any other pertinent information which may assist the fire department. During emergency situations when an employee requires medical treatment for an occupational injury or illness, the local emergency ambulance shall be used to provide transportation for that employee unless other arrangements have been made. In all other cases a representative of Authentic Fresno North LLC will transport personnel to clinics and medical facilities. PROPOSED CANNABIS RETAIL STORE – FRESNO, CA 20-2314 – Page 12 4931 N BLACKSTONE AVE - FIRE SAFETY PLAN November 23, 2020 Medical Emergency Procedures Authentic Fresno North LLC’s Medical Emergency Procedure summary, which is posted at all stores, is set forth below. Employees are trained to immediately call 9-1-1 if an injury is sustained by any customer, employee or other occupant of the premises. Employees are trained to call 9-1-1 with the injured person nearby so that he or she can provide any information requested by the 9-1-1 dispatch. At a minimum, the employee should describe the nature of the incident, the age, name and gender of the patient, the location of the patient, whether or not the patient is conscious and breathing, any known medical history of the patient. Employees are also trained to not move the patient unless the person is in imminent danger because of their current location. Upon arrival of the ambulance, the employee shall provide as much specific information about the patient and the incident and shall remain at the premises until notified that he or she is permitted to leave. After the patient has been attended to by first responders, the employee who called 9-1- 1 shall contact the General Manager and Human Resources to communicate the incident and shall fill out the Medical Emergency Incident Form. PROPOSED CANNABIS RETAIL STORE – FRESNO, CA 20-2314 – Page 13 4931 N BLACKSTONE AVE - FIRE SAFETY PLAN November 23, 2020 In addition to the Fire and Medical Emergency Policies and Training mentioned above, Authentic Fresno North LLC has the following policies and procedures to maintain a safe working environment. First Aid Log Any injury or illness that is reported to a first-aid facility or medical facility must be recorded on a First-Aid Log form. This includes non-occupational cases and injuries, or illnesses treated that involve vendors, suppliers, Contractors/Subcontractors, client personnel, and any other third party. First-Aid Logs or any portion of a log are not for general distribution. Requests for such information shall be processed by the human resource manager/supervisor. First Aid Kits First aid supplies shall be easily accessible when required. First-aid kits and required PROPOSED CANNABIS RETAIL STORE – FRESNO, CA 20-2314 – Page 14 4931 N BLACKSTONE AVE - FIRE SAFETY PLAN November 23, 2020 contents shall be maintained in a serviceable condition. Unit-type kits shall have all items in the first-aid kit individually wrapped, sealed, and packaged in comparable sized packages. The commercial or cabinet-type kits do not require all items to be individually wrapped and sealed, but only those which must be kept sterile. Items such as scissors, tweezers, tubes of ointments with caps, or rolls of adhesive tape, need not be individually wrapped, sealed, or disposed of after a single use or application. A roster, denoting the telephone numbers and addresses of doctors, hospitals and ambulance services available to the Authentic Fresno North LLC retail store, shall be posted at or near each first-aid station. Safety Rules for All Employees It is the policy of Authentic Fresno North LLC that everything possible will be done to protect employees from accidents, injuries and/or occupational disease while on the job. Safety is a cooperative undertaking requiring an ever-present safety consciousness on the part of every employee. If an employee is injured, positive action must be taken promptly to see that the employee receives adequate treatment. No one likes to see a fellow employee injured by an accident. Therefore, all operations must be planned to prevent accidents. To carry out this policy, the following rules will apply: 1. All employees shall follow the safe practices and rules contained in this manual and such other rules and practices communicated on the job. All employees shall report all unsafe conditions or practices to the proper authority, including the human resources manager/supervisor. 2. The human resources supervisor/manager shall be responsible for implementing these policies by insisting that employees observe and obey all rules and regulations necessary to maintain a safe workplace and safe work habits and practices. 3. Good housekeeping must be practiced at all times in the work area. Clean up all waste and eliminate any dangers in the work area. 4. Suitable clothing and footwear must be worn at all times, shoes with thin or torn soles are not permitted. 5. All employees will participate in safety meetings conducted by their supervisor on a regular basis to continuously provide a safe workplace for all. This is an essential part of Authentic Fresno North LLC’s program for protecting our employees from accidents and illness. 6. Anyone under the influence of intoxicating liquor or drugs, including prescription drugs which might impair motor skills and judgment, shall not be allowed on the job. 7. Horseplay, scuffling, and other acts which tend to have an adverse influence on safety or well-being of other employees are prohibited. PROPOSED CANNABIS RETAIL STORE – FRESNO, CA 20-2314 – Page 15 4931 N BLACKSTONE AVE - FIRE SAFETY PLAN November 23, 2020 8. Work shall be well planned and supervised to avoid injuries in the handling of heavy materials and while using equipment. 9. No one shall be permitted to work while the employee's ability or alertness is so impaired by fatigue, illness, or other causes that it might expose the employee or others to injury. 10. There will be no consumption of alcohol or cannabis on the job. 11. All injuries should be reported to the Supervisor, or 911 so that arrangem ents can be made for medical or first aid treatment. 12. When lifting heavy objects, use the large muscles of the leg instead of the smaller muscles of the back. 13. Do not throw things, especially material and equipment. Dispose of all waste properly and carefully. CONCLUSION This report presents the fire safety plan for the proposed retail store under consideration by Authentic Fresno North LLC in Fresno, CA. If a protection approach as described in these sections is employed and the facility, inventory, and arrangement is as described herein, our opinion is that the design will meet the applicable requirements and provide adequate protection in accordance with the CBC, CFC, and City of Fresno amendments. We recommend that the information in this report be discussed with the appropriate authorities to confirm the approach. Prepared by: Reviewed by: THE FIRE CONSULTANTS, INC. THE FIRE CONSULTANTS, INC. 11/23/2020 11/23/2020 Hamed Salehi, E.I.T. Date John R. Stauder, PE Date HS/JRS 20-2314/ RPHS 4931 N Blackstone – Fresno Cannabis Retail – Fire Safety Plan Hamed Salehi Digitally signed by Hamed SalehiDN: C=US, E=hsalehi@thefireconsultants.com,O="The Fire Consultants, Inc.", CN=Hamed SalehiDate: 2020.11.23 17:28:52-08'00' John Stauder Digitally signed by John StauderDN: C=US, E=jstauder@thefireconsultants.com,O=The Fire Consultants, CN=John StauderDate: 2020.11.23 18:36:14-08'00' 5. SECURITY PLAN 6. LOCATION 6.1. Description of Proposed Location Overall Property Our proposed location is 4931 Blackstone Avenue, Fresno, CA 93726. The assessor’s parcel number is 425-092-30 and is zoned CMX. As verified by the Zoning Inquiry Letter submitted with this application, there are no schools, daycares or youth centers within 800 feet from this location. The multi-tenant building is set back behind 119 parking spots to the west of the building so that our popular operation will not create any parking issues for the adjoining businesses. There is a large, vacant lot to the west of the property, a collection of townhomes to the southwest, and a used car dealer to the south. As can be seen in our site diagram, our location will have three points of ingress and egress, one of of W Shaw and two off of N Blackstone Ave which will reduce the likelihood of any bottlenecks being created due to our operations. Customers can also utilize the sidewalks along W Shaw and N Blackstone to access the store. Building The building is a multi-tenant 43,656 square foot building on approximately 2.76 acres which is surrounded by 119 parking spots. The reinforced concrete building is currently occupied by the following tenants: Bingo Donuts, Fiesta Auto Insurance, Check ‘n Go, Express Grill, DXL, Change Up, Sprint, and Lens Crafters. The suite we will occupy is 11,000 square feet and is currently vacant. Authentic Fresno will institute major renovations to the building’s interior through painting, new flooring, new partitions and walls, and HVAC so that the suite has an inviting interior, while still keeping it within the character of the surrounding area. As can be seen in the exterior rendering below and pursuant to FMC Article 33 § 9-3309(d), the store will not have any cannabis signs, cannabis products or other logos or words which identify that cannabis is sold at the location. Products will also not be visible from the exterior. Sensitive Uses FMC Article 33 § 9-3307(c) requires that all cannabis locations be at least 800 feet away from: 1. A cannabis retail business. 2. A school providing instruction for any grades pre-school through 12 (whether public, private, or charter, including pre-school, transitional kindergarten, and K-12). 3. A day care center licensed by the state Department of Social Services that is in existence at the time a complete commercial cannabis business permit application is submitted. 4. A youth center that is in existence at the time a complete commercial cannabis business permit application is submitted. We have reviewed the area and there are no sensitive uses within 800 feet of our proposed location. The closest sensitive uses nearby are as follows: Type Name Address Distance Cannabis Retail Business N/A N/A N/A School Holland Elementary School 4676 N Fresno St. Fresno, CA 93726 2,863 ft. Day Care New Life Discovery School (Keats) 420 E Keats Ave. Fresno, CA 93710 2,908 ft. Youth Center Oh Wow Nickel Arcade 5217 N Blackstone Ave, Fresno, CA 93710 1,429 ft. Public Transport Access Our proposed location is extremely accessible to public transportation. Directly adjacent to the property is the Shaw Station stop (96) along the Route 1 Bus Line run by Fresno Area Express (FAX). Route 1 to the north, connects to Routes 9, 26, 38, 34, 32, and 58E. To the south it connects to the Downtown Transit Mall. See the red star in the middle for our property in relation to the other bus routes. Compatibility with Designated Zone Our property is zoned Corridor-Center Mixed Use (CMX) along with the immediately adjacent commercial properties. Southwest of the property are Residential-Medium Density. Across E Shaw Ave are Regional Mixed Use properties. Across N Blackstone Ave are CMX properties as well. The surrounding residences are already near existing popular commercial businesses so our business will not impact traffic in a significant way as compared to what they are already used to. Our business will only assist the surrounding businesses to bring in more foot traffic to their stores. Being located next to a other retailers and restaurants elicits a sense of convenience where residents won’t have to go too far out of their way to obtain the items they enjoy. At the Blackstone and Shaw intersection there are businesses such as a furniture store, multiple restaurants, eye wear stores, and well known retailers like Sketchers and DXL Menswear. Additionally, there are no parks within walking distance so residents do not need to be worried about customers purchasing our product and then immediately consuming it in the vicinity. Proximity to Police and Fire Our location is less than 5 miles away from police and fire stations. While we hope that they are never called upon in an emergency situation, their proximity to our store means that they can quickly arrive at our store to assist. Fresno Police Department Northwest District 3074 W Shaw Ave, Fresno, CA 93711 7 minute drive Just over 3 miles away Fresno Fire Station No.12 7114 N West Ave, Fresno, CA 9371 9 minute drive Just over 4 miles away Site Improvements As detailed in the floor plan, the property located at 4931 N Blackstone Ave will be renovated from a vacant, dilapidated suite to an expansive retail store. From entry to exit, every surface and facet of our store reflects quality through attention to detail and clean design. It is our goal to express the quality of our products through stark lines and colors, well-lit interiors, and cutting-edge technology. Site Security Improvements As further discussed in the Security Plan, security cameras will blanket the interior and exterior of the property in addition to shatter-resistant window film which will be darkened as to ensure general public cannot see into the interior in compliance with state regulations. Floor Plan Improvements Design Team Authentic Fresno has contracted with the Temeka Group25 of Corona, CA, to work with us in creating the vision for both our interior and exterior space. With a world-class team of professionals, Temeka has provided architectural designs, elevations, millwork, and signage to fully develop the concept. After creating a layout for the interior space, the skilled fabricators at Temeka will then design, build, and install custom fixtures for a finished look that contributes to the overall customer experience. The highest standards of craftsmanship go into the millwork and cabinetry which are made in-house at the Temeka facility. The Temeka Group means excellence, as is evidenced by their impressive list of clientele, which includes multiple dispensary stores, The George Jones Museum, Reef Stores, Vans, Amazon, Uber, The Glen Campbell Museum, Guess, and Quicksilver, as well as designing the gift shops for professional sports teams including the LA Lakers, Dodgers, Galaxy, Anaheim Ducks, and Toronto Maple Leaves. It is our privilege at Authentic Fresno to work with the Temeka Group and believe their experience and high standards will be representative of the quality that Authentic Fresno seeks to convey. Lobby A glass wall will be installed to separate the lobby from the retail area providing customers a further glimpse in to their future experience while keeping in mind FMC Article 33 § 9-3310(a)(4)’s requirement for a separated lobby with buzz-in entry system for added security. The lobby will feature 25 https://www.temekagroup.com rotating work from local artists. The door to the right of the reception desk in the entry to the retail floor. The door to the left of the desk is a one way door for customers exiting the retail floor. Retail Floor The existing tile and concrete flooring will be replaced with black-and-white marble-effect epoxy flooring. As a customer’s eyes take in the unique flooring and travel up the length of the walls they will see the lit up glass casing counters which house our products for immediate sale and defines our modern design concept which is the hallmark of our stores. Allowing maximum visibility while keeping the product pristine and secured. The walls will be adorned with vendor shelving to display empty product packages which highlight the products of the vendors we sell at the store. The HD TVs on the walls will also showcase the products we sell to add to the visual experience at our store. Authentic stores are renowned for their modern and luxurious interior and Hollywood Reporter recognized our store as an “art gallery cannabis emporium” in their August 21, 2019 feature on our downtown Los Angeles store.26 We will remove the existing ceiling to expose the industrial inner workings. The exposed ceiling will be painted white to increase the open atmosphere of the retail floor. Hanging lights will be installed to illuminate the area. 26 https://www.hollywoodreporter.com/news/la-brand-stiiizy-opens-flagship-art-gallery-cannabis-emporium-1233500 Accessibility The location is less than quarter mile off of the Shaw Avenue Exit off of Highway 41. The intersection of Shaw and Blackstone has a high 33,705 daily traffic count and is less than half a mile away from popular destinations such as Walgreens and Whole Foods. Additionally, the proximity to the freeway will also bolster our industry best delivery platform, Blaze, permitting us to deliver to addresses up and down the 41. See below a map of the area. Similarities with Our Los Angeles Location Our Los Angeles location is the highest grossing store in California at approximately $55 million per year. Four main reasons for our success in Los Angeles are (1) its close proximity to the 101 Freeway, (2) 40 parking spaces, (3) 6,500 square feet and (4) our reputation for selling safe, high quality products at illicit market prices. We believe this Fresno location checks off each of these characteristics which make our Los Angeles store a success. The Fresno location has even better proximity from the freeway, more parking spots and a larger retail floor. Add in the fact that the Los Angeles store has 10 other dispensaries it competes with within a 5 mile radius, and we have every reason to believe this Fresno location should have as much success as our Los Angeles location. See below our revenue numbers for the Los Angeles location during the last three months: • July 2020: • August 2020: • September 2020: Floor Plan As can be seen in the floor plan following, the customer will enter the store through the public entrance on the east side of the building. The customer will enter into a 477 square foot lobby where the check- in associates will check the customer’s ID and register their profiles into our Point of Sale System. The customer will be buzzed into our retail floor directly west of the lobby area after IDs are verified. The 5,357 square foot retail floor will have a continuous shopping counter on the west and south side of the retail floor. The rest of the 5,357 square foot space will be open floor for customers to take in the visual experience and for customers to form lines. Additionally, two restrooms are available to customers that are under the control of management. A locked employees only door on the south side of the retail floor will permit employees to stand behind the employee only portion of the shopping counters and for employee to access the rest of the employee-only back of house area. These employee only areas include the security office on the south west side of the building, a 1,060 square foot delivery preparation area on the south side of the building, a secured inventory room on the west side of the retail floor, two offices and a secure loading and unloading area on the south side of the building next to the secure entrance/exit. 6.2. Photograph of Building Frontage See below photographs of the front of the building. 6.3. Premise Diagram See below a premise diagram that shows the overall parcel and neighboring suites. As can been seen in the diagram following, the large 2.76 acre lot contains 112 shared parking spots on the east side of the property and 7 dedicated staff parking spots on the west side of the building. The businesses to the north and east of us are DXL Menswear and Med Wraps Cafe, respectively. The parcel has three driveways to enter and exit the parking lot; one off of West Shaw Avenue to the north and two off of North Blackstone Avenue. 7. COMMUNITY BENEFITS AND INVESTMENTS PLAN Shryne Group has a track record of providing community benefits in all of the cities where we operate. In the past year alone, we’ve donated over to various non-profits such as the Boys and Girls Club, Food Share, Imperial Valley Food Bank, United Playaz, and veterans’ organizations such as Battle Brothers and Vet Hunters. Our employees also utilize their 24 hours of paid time off for volunteerism by volunteering at local homeless shelters, clean-up projects such as Battle for the Bay and local food drives. In addition to the commitments we have already made set forth in Section 7.1 below, we will provide monetary support, food and supplies and volunteer time on a monthly basis to homeless shelters, veteran organizations and other organizations which assist Fresno citizens of need. See below examples of volunteerism by our employees just within the past 3 months. 7.1 Social Responsibility Plan In continuing our history of social responsibility in every city where we operate, we have made the following contributions and commitments in Fresno. • Fresno County Economic Development Corporation27: The Fresno County Economic Development Corporation is the premier non-profit organization in Fresno committed to job and business development in Fresno. During the height of the COVID-19 pandemic when thousands were experiencing job loss, we made an initial contribution of $5000 to the Fresno County Economic Development Corporation to support their job training and job creation efforts. We have also committed to provide an annual contribution of a year if we have the honor of opening a business in Fresno. In our discussions with this organization, we are hoping to help fund the Central Valley Training Center, which is partnered with the California High Speed Rail Authority, to provide a 16 week apprenticeship training that will then provide job placement to program participants on the high speed rail system. We will also partner with the Fresno County Economic Development Corporation to recruit low-income Fresno residents, unemployed Fresno residents, former foster home youths and Fresno residents living in low income census tracts for positions at our company. We look forward to discussing various partnerships with the Fresno County Economic Development Corporation to create more job opportunities for Fresno residents. See the end of this section for our LOI with the Fresno County Economic Development Corporation. • Shryne Foundation: Authentic Fresno will utilize the Shryne Group’s own charitable giving group, the Shryne Foundation for continued support in the community. The Shryne Foundation has an advisory board consisting of Shryne Group management, which will work with selected local community representatives to guide the charitable priorities as needed in the city of Fresno. Areas of focus for the Foundation include drug education and youth related prevention, economic development, education, environment, homelessness, and drug abuse. Under these areas of focus we will be able to address community needs such as new technology, job training, or a healthy lifestyle/ nutrition campaign. Additional organizations we are committed to supporting through the Foundation include the Boys & Girls Clubs of Fresno County, Central California Food Bank, Marjaree Mason Center, Pinedale Community Group, and the United Way of Fresno among others. We are committed to providing a year to this Foundation annually. 27 https://www.fresnoedc.com/ • Fresno City College: Authentic Fresno has partnered with Fresno City College to implement and execute our Scholarship and Apprenticeship Program. We will sponsor 3 Fresno residents who would qualify as a Social Equity Applicant under FMC Article 33 § 9-3316(b)(6) to attend classes at Fresno City College towards their Certificate of Retail Management Certificate (or another certificate if they so desire). Books and other similar expenses will also be paid for. These scholarship recipients will also have the opportunity (but are not obligated) to work part-time at one of our retail, cultivation, manufacturing or distribution facilities in Central California. Our goal with this program, which has been a great success in Los Angeles, is to provide low income individuals, individuals who have been convicted of a cannabis crime and other Fresno citizens who would qualify as a Social Equity Applicant the educational foundation and hands on experience in cannabis to be able to own or operate his or her own cannabis business. See the end of this section for our LOI with the Fresno City College. • Local, Unionized Jobs for Veterans, Formerly Incarcerated and Low Income Residents: As mentioned previously, we will hire at least 70% Fresno residents and provide unionized, living wage jobs. We have a partnership with JVS28 for them to place veterans at our organization and hope to recruit Fresno veterans for our store. We will also work directly with the Fresno County Economic Development Corps to identify low income residents who have annual family income below 80% AMI, are unemployed or receiving public assistance. As mentioned below, we will also look to hire local residents who were convicted of cannabis related offenses who we will have the opportunity to meet at our expungement clinics. • Assisting Fresno Social Equity Applicants: As mentioned previously, we currently support 13 individuals in San Francisco, Oakland and Los Angeles who qualify as social equity cannabis owners in these respective cities. In Oakland, we are also incubating 3 social equity individuals by providing them with free rent on spaces for them to operate their manufacturing and distribution businesses and also by providing them with legal, accounting and business assistance for their businesses. We have also committed to providing various social equity business owners shelf space for their cannabis brands. We are committed to providing the following to the Social Equity Applicants in Fresno: 28 https://www.jvs.org/ • Providing legal, accounting and compliance advice; • Providing assistance so that Social Equity Applicants can properly fill out all city and state cannabis license forms (we have held seminars to assist Los Angeles Social Equity Applicants fill out their city and state cannabis license forms); • Providing shelf space to Fresno Social Equity manufacturers, cultivators and distributors; • Providing mentorship and assisting Social Equity Applicants come up with a business plan; and • Connecting Social Equity Applicants with our large distribution chain so that manufacturers, distributors and cultivators have a place to sell or distribute their products and so that retailers have access to a stable and reputable supply chain of products. See below some Letters of Support from some of our Social Equity partners in other cities. August 22, 2020 Cindy De La Vega San Francisco, CA To whom it may concern, My experience with Shryne/Stiiiy has been an overall welcoming experience, I cannot complain. They showed they were genuinely interested in getting to know me, about my past and what made me qualified as an equity applicant. After getting to know me and what I've been through, they immediately welcomed me with heartwarming open arms. The entire diverse and multi color staff made me feel like I fit in. Shryne/Stiiizy was open to training me hands on and letting me see first hand what it is going to be like to own and run my own dispensary. The hands-on training continues and their outpouring love and support to uplift me in an empowering way to become a successful business owner has helped me learn so much and because of that I feel confident in running my own store. I am honored to be in a marriage with Shryne/Stiiizy knowing that after all my training, they will always be there to help guide and support me. Sincerely yours, Cindy De La Vega FROM THE DESK OF Cindy De La Vega CINCIN415@GMAIL.COM | (415) 889-3322 August 23, 2020 Karim Mayfield San Francisco, CA To whom it may concern, My experience with the Shryne Group has been very positive. From the beginning of this 3 year journey, the team has welcomed me and made me feel comfortable, they've always kept me informed and updated with everything. I appreciate all the transparency in the partnership. Early on they’ve given me the support to nurture my growth in the Cannabis industry. Shryne Group has provided me with a great team to navigate through all the procedures and permitting for the Office of Cannabis. What's really been exciting and very informative is being able to shadow some of the managers in one of the company's retail stores. As a future owner, this gives me the opportunity to get hands on experience before opening my own store. What I appreciate most is how genuine Shryne Group has been, assisting me with some of the work I do in the community I was raised in, sponsoring my nonprofit program; “SoulChamp”, a fitness and mentoring program for boys and young adults in the inner city of San Francisco. All in all, I look forward to what's to come with this partnership and I am confident that with a team like Shryne Group on my side, the best is yet to come! Sincerely yours, Karim Mayfield FROM THE DESK OF Karim Mayfield KARIMMAYFIELD@GMAIL.COM | (415) 235-1914 DocuSign Envelope ID: C872BE21-F01D-4F10-AD2C-1DFD4FB5AF12 • Fresno Santa’s Village/Fresno Police Department: We also supported the Fresno Police Department with monetary contributions in each of 2019 and in 2020 towards their annual Santa’s Village event. We will continue to support this cause every year. Local Co-Owner Matt Garza also has a long history of giving back to the Fresno community. Matt and his family contribute to various local causes, including contributing annually to the following causes: • Monetary contributions to Fellowship of Christian Athletes • Donation of shoes and clothes to Valley Children Medical Center • Participation in St. Jude’s Catholic Church food and gift drives • Hosting Casa Fresno Madera to raise funds to support foster children • Donation of money and athletic equipment to various Fresno County schools Matt and the Shryne Group look forward to identifying additional organizations and individuals who we can assist as part of our community benefits pledge. At the very least, we are committed to having all of our employees volunteer at least 24 hours a year at the expungement clinics described below, the Valley Children Medical Center, Marjaree Mason Center and veteran and homeless organizations within Fresno. Each of our stores average around 300 volunteer hours per year and we believe we will surpass 300 hours at this location because of the local ties we have already established through Matt Garza’s local connections. Our employees will be able to take advantage of the monthly volunteer events organized through our Community Benefits Director DeRon Waller and they will be permitted to find volunteer events on their own to take full advantage of the volunteerism encouraged by our organization. 7.1.1. Expungement Clinics Pursuant to Proposition 47, which permits Californians to reclassify or expunge certain criminal records, we have hosted expungement clinics in conjunction with our union partner, the UFCW. We strongly believe that it is inequitable for certain crimes, including simple drug possession, to prevent people from future job opportunities and are committed to holding expungement clinics in Fresno at least twice a year. Below is our a flyer for a recent expungement clinic we held at our store in San Bernardino. 7.1.2. Environmentally Sustainable Business Model Authentic Fresno will be governed by Shryne Group’s Climate Action Plan, which is a commitment to ensure climate neutrality by 2025. The plan requires Authentic Fresno to use sustainability sourced materials such as lumber from the Timber Products Company, which is environmentally certified and adheres to the Sustainable Forestry Initiative and the California Forest Protection Act. All the timber we use will also come from environmentally responsible tree farms, will contain no added formaldehyde and will use finishing which will not result in release of any VOCs (volatile organic compounds). Authentic Fresno will also utilize solar power through solar panels placed on the exterior and the roof. Our solar inverter will convert direct current electricity into usable alternating current electricity. Because the inverter will be connected to the power grid, any excess power generated by the solar system will be fed into the grid for others in the community to use. Additionally, we will use LED lighting and automatic sensors to limit unnecessary electrical use. To further minimize power consumption, we will install natural lighting solutions such as Solatubes which captures natural light from the outside and generates light in exponential amounts through the use of reflective materials which bounce off of each other. Our goal at every store is to recycle 75% of all materials. Our retail stores receive large amounts of cardboard and other packaging materials, and we will reuse all of this packaging materials for our own deliveries. We also provide customers with off their purchase if they bring their previous Authentic or Stiiizy (our 2 retail brands) shopping bag into the store. Our cannabis waste management company, Cannabis Waste Solutions, also recycles our cannabis waste to be used for asphalt or construction materials, and this commitment to recycling is one of the reasons we engage them at all our facilities. All of our delivery vehicles to be used out of Fresno will be electric or hybrid vehicles to further reduce our carbon footprint. We will also install Electric Vehicle Charging Stations and install bike racks to encourage customers and employees to reduce greenhouse gas emissions. 7.1.3. Using Vacant Brownfield Land As can be seen in the photo below, there is a vacant lot directly west of our location. Should parking ever become an issue, we will approach the land owner to see about improving this area for parking. 7.2 Public Health Outreach and Educational Program All of our stores have educational materials on safe marijuana usage available at our shopping counters. The materials cover the science of cannabis, safe dosing and the different consumption methods and are intended to ensure that our customers safely consume our products. See below a few examples of our educational materials on safe dosing. Take a Tolerance Break Moderation is important with any substance, and everyone should use cannabis in a safe manner.  After prolonged cannabis use, you may find yourself not feeling the same level of effects. Using cannabis safely can often include taking a "tolerance break". A tolerance break is when a person abstains from cannabis use to clear one's body of cannabinoids like THC and establish good habits and boundaries with using cannabis in a safe and healthy manner. Taking a break may allow for the reverse of tolerance buildup and allow for a consistently positive experience when using cannabis in moderation. Not taking a break can lead to negative effects of overconsumption due to having a higher tolerance level.  If you choose to take a tolerance break, stay healthy with these simple ideas while you learn the right dose to help create balance for your mind and body: Stay hydrated - Eat healthy  Pick up a hobby - Stay active (workout, pick up a sport, go on a hike, etc.) What’s Your M.E.D.? A person’s response to cannabis can vary due to things like their age, genetics, food intake, and prior exposure. A person’s minimum effective dose (M.E.D.) may be a couple puffs from a cannabis flower pre-roll or several long inhalations from a vaporizer pen. To discover what your M.E.D is, consider these steps: •Start with a small dose: For example, half of a low dose gummy or 1-2 quick puffs from a cannabis pre-roll or vaporizer. •Give your body some time to react: The effect of cannabis smoke or vapor can be felt almost immediately upon proper inhalation, while edibles (cannabis that is ingested as food) can take up to 30 minutes or even longer to feel. •Repeat incremental dose or note final dose: After some time, if you find yourself not feeling any effect, continue to adjust your microdose level. If you feel just right, just chill and enjoy. If you feel overwhelmed or "too high", the following ideas have shown to help with tolerating the effect: Stay hydrated, avoid alcohol - Move yourself to a relaxing location where you can decompress and relax - Lay down but don’t close your eyes if you feel dizzy - Ask someone to keep you company to take your mind off the high - Perform breathing exercises - Get some sleep If you are experiencing a medical emergency, please call 911 or seek immediate medical assistance.  Science of Cannabis 101 Smoking • Cannabinoids inhaled into lungs and Alveoli (small air sacks in your lungs) enter the bloodstream then cross the blood-brain barrier • Effects occur within 90 seconds • Smoking allows user to enjoy benefits of all cannabinoids and terpenes of the flower together • The various strains allow users to experiment and find one that works best for their needs Vapes • Smokeless delivery which uses warm air or heat rather than a flame • Similar effect to smoked cannabis, but you are typically heating extract instead of flower • Early onset - effects appear within 90 seconds • Some pens are disposable while others are cartridges Edibles • Food products that have been infused with cannabis • Companies use different methods to extract the cannabinoids and then add them to their products • Edibles hit people harder because THC turns into 11 -hydroxy-THC by liver cells before entering the bloodstream • Effects occur between 15 minutes to 2 hours after ingestion We also have educational materials on our website geared towards parents who want to teach their kids about the dangers of underage cannabis use. The content contains recommended links such as to the CDC’s website on teen drug use to provide scientific information regarding teen drug prevention and abuse. See below an example of the type of information we share on our website. Additionally, we have created a foundation called the Shryne Foundation which is a fund dedicated to youth drug prevention and education, economic development, education and homelessness. The Foundation would be co-managed by Shryne Group executives and members of the Fresno community and would provide monetary contributions to fund drug education programs and drug prevention programs in coordination with the City of Fresno. We are committed to providing a year to this Foundation annually. We have also recently partnered with the leading Spanish language magazine in California, Para Todos (http://paratodos.com/pt/), for us to provide monthly educational articles on cannabis for their Spanish language readers. The topics covered in our monthly articles include preventing youth access, health and science of cannabis, dosing and other topics which can educate the Spanish speaking community in Fresno and other cities in California on the risks of youth use of cannabis and drug addiction. Additionally, Authentic Fresno will host monthly education seminars on cannabis products and related safety issues. Interactive presentations by an Authentic Fresno employee or other cannabis expert will be followed by Q&A sessions. Past presentations include optimal and safe dosing amounts, the dangers of driving under the influence, and different consumption methods and their effects. Shryne Group has also engaged former Ultimate Fighting Championship veteran Tyson Griffin to participate in our cannabis education seminars at all its retail locations29. Tyson is an advocate of the safe consumption of cannabis and CBD, as well as stretching exercises, to reduce joint pain, anxiety, and depression. Once the proposed store is open, Tyson will hold regular educational seminars at the store to educate citizens on safe cannabis use along with cannabis and holistic well-being. We are committed to educating our customers and youth on drug abuse prevention. All cannabis products should only be consumed by persons who are at least 21 years old and in a safe and responsible fashion. The success of our industry depends on this. 7.3 Commitment to Fresno Community Reinvestment Fund In addition to providing assistance to local cannabis equity businesses by providing them with legal, accounting and compliance services, providing shelf space and advising them on their business, Shryne Group is committed to providing at least a year to the Fresno Community Reinvestment Fund to further assist local cannabis equity businesses. 29 https://www.tysongriffin.com/ ASSIGNMENT AND ASSUMPTION OF LETTER OF INTENT TO LEASE This Assignment and Assumption of LETTER OF INTENT TO LEASE (the “Assignment ”) is made as of November 30, 2020, by and between SGI Retail LLC, a California limited liability company (the “Assignor”), and Authentic Fresno North LLC (the “Assignee”) with reference to the following facts: In consideration of the foregoing premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Assignment and Assumption. Assignor hereby assigns to Assignee the Letter of Intent to Lease dated as of November 24, 2020, by and between Assignor and the Shawstone Tenants in Common for the premises located at 4931 N Blackstone Ave., Fresno, CA 93726 (the “LOI to Lease”) and Assignee hereby assumes and agrees to perform and discharge those obligations and liabilities under the LOI to Lease. 2. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall for all purposes be deemed an original and all of such counterparts, taken together, shall constitute one and the same Assignment. The exchange of copies of this Assignment and of signature pages by facsimile transmission or .PDF delivered via email will constitute effective execution and delivery of this Assignment as to the parties and may be used in lieu of the original Assignment for all purposes. 3. Governing Law. This Assignment and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of California without regard for conflict of laws rules. 4. Severability. If any provision of this Assignment is held to be illegal, invalid or unenforceable under the present or future laws effective during the term of this Assignment, such provision will be fully severable and the remaining provisions of this Assignment will remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first set forth above. ASSIGNOR ASSIGNEE SGI Retail LLC Authentic Fresno North LLC ______________________ __________________________ Name: Brian Mitchell Name: Brian Mitchell Its: Authorized Signatory Its: Authorized Sig natory Brian Mitchell (Dec 1, 2020 11:02 PST) Brian Mitchell Brian Mitchell (Dec 1, 2020 11:02 PST) Brian Mitchell 11/24/2020 11/20/2020 California Secretary of State Electronic Certified Copy I, ALEX PADILLA, Secretary of State of the State of California, hereby certify that the attached transcript of 1 page is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California on this day of ALEX PADILLA Secretary of State Verification Number: Entity (File) Number: To verify the issuance of this Certificate, use the Verification Number above with the Secretary of State Electronic Verification Search available at bizfile.sos.ca.gov 4R7R8F 202025510566 September 11, 2020 California Secretary of State Electronic Filing LLC Registration – Articles of Organization Entity Name: Entity (File) Number: File Date: Entity Type: Domestic LLC Jurisdiction: California Detailed Filing Information 1.Entity Name: 2.Business Addresses: a.Initial Street Address of Designated Office in California: b.Initial Mailing Address: 3.Agent for Service of Process: 4.Management Structure: 5.Purpose Statement:The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act. Electronic Signature: The organizer affirms the information contained herein is true and correct. Organizer: Certificate Verification Number:Use bizfile.sos.ca.gov to verify the certified copy.Use bizfile.sos.ca.gov for online filings, searches, business records, and resources. Authentic Fresno North LLC Authentic Fresno North LLC 4R7R8F202025510566 09/09/2020 728 E Commercial St, 2nd Floor Los Angeles, California 90012 United States 728 E Commercial St, 2nd Floor Los Angeles, California 90012 United States LEGALINC REGISTERED AGENTS, INC. (C4249296) One Manager Eric Lightman INDEMNIFICATION AND HOLD HARMLESS AGREEMENT FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION To the fullest extent permitted by law, the City of Fresno (City) sha ll not assume any liability whatsoever with respect to having issued a commercial cannabis business permit pursuant to Fresno Municipal Code Section . 9-3333 or otherwise approving the operation of any commercial cannab is business or cannabis retail business. In consideration for the submittal of an app lication for a commercia l cannabis business permit app lication and/or issuance of a cannabis business permit, and to the furthest extent a llowed by law, Applicant does hereby agree to indemnify, hold harmless and defend the City and each of it s officers, officials, employees, agents and volunteers from any and a ll lo ss, li ability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict li abi lity , including but not limited to personal inju ry, death at any time and property damage) incurred by City, Applicant or any other person, and from any and a ll claims, demands and actions in law or equity (including reasonable attorney's fees and litig ation expenses), aris in g or a ll eged to have arisen directly or indirectly out of the issuance of a cannabis business permit. Applicant's obligations under the preceding sentence shal l not app ly to any lo ss, li abi lity , fines, penalties, forfeitures, costs or damages caused so lely by the gross negligence, or caused by the willful misconduct, of City or any of its officers, officials, employees, agents or volunteers. Applicant must, at the time of permit is suance, maintain in surance at coverage limits and with conditions thereon determined necessary and appropriate from time to time by the C ity Manager. Applicant shall conduct all defense at his/her/its so le cost. The fact that insurance is obtained by Applicant shall not be deemed to release or diminish the li abil ity of Applicant, including , without limitation, liability assumed under this Agreement. The duty to indemnify sha ll app ly to all claims regardless of whether any insurance policies are applicab le. The duty to defend hereunder is wholly independent of and separate from the duty to ind emn ify and such duty to defend exists regardless of any ultimate li ab ility of Applicant. The policy limits do not act as a limitat ion upon the amount of defense and /or indemnification to be provided by Applicant. Approval or purchase of any insurance contracts or policies sha ll in no way relieve from li ab ility nor limit the li ab ility of Applicant, its officials, officers, emp loy ees, agents, volunteers or invitees. City sha ll be reimbursed for al l costs and expenses, including but not limited to legal fees and costs and court costs, which the city may be required to pay as a result of any lega l challenge related to the city's approval of the app licant's commercial cannabis business permit. The City may, at its so le discretion, participate at its own expense in the defense of any such action, but such participation shal l not relieve any of the obligations imposed hereunder. This Ind emn ific at ion and Hold Harmless Agreement shall survive the expiration or termination of the Application and/or Permit. The undersigned acknowledges that he/she (i) has read and fully understands the content of this Indemnification and Hold Harmless Agreement; (ii) is aware that this is a contract between the City and Applicant; (iii) has had the opportunity to consult with his/her attorney, in his /h er discretion; (iv) is fully aware of the legal consequences of signing this document; and (v) is the Applicant or his/her/its authorized signatory. Signed on this 12 day of N oVt rn ~Ir 2020. Applicant Signature Brian Mitchell, Authentic Fresno North LLC Print Name and Company Name 728 E. Commercial Street LA, CA 90012 Address 415-336-037 4 Telephone Number City Emp loy ee Signature Print Name Title Telephone Number OWNERSHIP ACKNOWLEDGEMENT FORM FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION It is the intent of the City of Fresno to promote equitable ownership and employment opportunities in the cannabis industry to decrease the disparities in life outcomes for marginalized communities and to provide opportunities for loca l residents to compete for cannabis business permits. Therefore, this notice is to clarify the eligibility requirements in order to rece ive qualification as a Social Equity Applicant or points for Lo ca l Preference by establish ing this acknowledgement to provide additional protect ions to mitigate against potential predatory practices. In order to qualify as a social equity applicant, or for the full points relating to the local preference criteria, the business entity must have ownership that meets the respective eligibility factors and hold at lea st 51% ownership interest. The socia l equity eligibility requirements are identified in FMC section 9-3316(b)(6), while the local preference criteria is identified in FMC 9- 3317(a) and the application evaluation criteria 2.5 (Appendix A). This majority interest can be made up of a single individual that meets this criteria, or any combination of individuals that hold at least 20% interest individually and meet the definition of an owner in FMC 9-3304(j). The cannabis social equity permits, and the loca l preference criteria are intended for the benefit of the Social Equity or Local Preference Individual Applicants related to business profits, proceeds of the sale of business assets, voting rights and additional protections. This also requires the Social Equity or Local Preference Owner to receive the Equity Share percent of the retained earnings and 100 percent of the unencumbered value of each share of stock, member interest or partnership interest owned in the event of the dissolution of the entity to their equity share, or 100 percent of the value of each of stock, member interest or partnership interest in the event that the stock, member interest or partnership interest is sold . Chief among the concepts of equity share, is unconditional ownership which means such individual(s) will rec eive equa l profits, and distributions or other payments proportionate to their ownership interests. This is intended to ensure true ownership by the Social Equity or Local Preference Individual Applicant and as such, prohibits the divestment or relinquishment of any part of their ownership under any circumstance. In addition, the Equity Share is also expanded to address voting rights on fundamental decisions relating to the business and control of at least th e equity share percent of the voting rights on all decisions involving the operation of the business. Furthermore, it requires the Social Equity or Local Preference Individual owner be the highest officer position of the business or that another individual is appointed to that position by mutual agreement of the parties. This requirement is also subject to being audited to assess compliance and the Social Equity or Local Preference Owner can initiate legal action due to a breach of contract agreement, and the City may suspend and/or revoke a license if any provision in an operating agreement violates any of the Equity Share or Local Preference requirements. Lastly, all applicants will be required to in co rporate an addendum into their operating agreements that makes any provision ineffective, unenforceable, null and void, if it is inconsistent with, or in violation of, the Equity Share requirements. As proposed, Social Equity Applicants or Loca l Preference Applicants will be required to verify under Section 9-3316(b)(6), 9 -3317(a), and Criteria 2.5 of appendix A that they meet the definition of a Social Equity or Lo ca l Preference Owner at the time of applying for a permit or permit renewal. The City shall have t he sole and absolute discretion to determine whether the Applicant qualifies as a Social Equity Applicant and the number of points for Local Preference. The undersigned acknowledges that he/she has read and fully understands the content of this Agreement and is the Applicant or his/her/its authorized signatory. 11/12/2020 _____________ _ Appli cant Signature Date Signed Brian Mitchell ____________ _ Co-CEO _____________ _ Print Name Title Authentic Fresno North LLC _______ _ 728 E Commercial St. Los Angeles, CA 90012/ Company Name 415-336-0374 ____________ _ Address/Telephone Dear C ity of Fresno, SH RYN E GRO UP IN C. As the parent entity of Authentic Fresno N 01th LLC, Shryn e Group Inc. a nd Authentic Fr esno N 01th LLC will employ within one year of receiving a c ommerci a l cam1ab is business permit, one supervisor and one employee who have completed a Cal-OSHA industry outreach course offered by a duly authorized training provider. Shry ne Group Inc. o n behalf of itself and Authentic Fresno North LLC states under penalty of p e1jury that all information contained in the application submitted by Authentic Fresno North LLC to the City of Fresno is true and correct. Shryne Group Inc. By:~ Name: Brian Mitchell Its: CEO Authentic Fresno No1th LLC By:~.,,/1--- Nam e: Brian Mitchell Its : Co-CEO Pa ge 1 of 1 PLANNING AND DEVELOPMENT DEPARTMENT 2600 Fresno Street • Third Floor Jennifer K. Clark, AICP, Director Fresno, California 93721-3604 (559) 621-8277 FAX (559) 498-1026 November 19, 2020 Please reply to: Rob Holt (559) 621-8056 Tak Sato Shryne Group 728 E Commercial St Los Angeles, CA 90012 Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P20-04271 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 4931 NORTH BLACKSTONE AVENUE (APN 425-092-30) Thank you for your inquiry regarding the allowance of new cannabis retail uses. The requested information about cannabis retail uses was analyzed using Article 27, Chapter 15 of the Fresno Municipal Code (FMC) of the City of Fresno. Please note, all research for this inquiry is based on existing land development of the subject property. If there are multiple buildings on the subject property, this research was based on the address provided in the request. This research does not take into effect of future development unless provided in your application request. With that, research of a proposed cannabis retail business on the subject property conveys the following: 1. All cannabis retail businesses must be located on property zoned DTN (Downtown Neighborhood), DTG (Downtown General), CMS (Commercial Main Street), CC (Commercial Community), CR (Commercial Regional), CG (Commercial General), CH (Commercial Highway), NMX (Neighborhood Mixed-Use), CMX (Corridor/Center Mixed- Use), RMX (Regional Mixed-Use), and must meet all of the requirements for development in these zones, including, but not limited to, parking, lighting, building materials, etc. The subject property is zoned CMX , which is one of the allowable zone districts for cannabis retail businesses. Development standards of the CMX zone district are available in Sections 15-1103, 15-1104, and 15-1105 of the FMC. The subject location meets the zone district requirement, per Section 15-2739.B.1.a of the FMC, for a cannabis retail business. 2. All building(s) in which a cannabis retail business is located shall be no closer than 800 feet from any property boundary containing the following: (1) A cannabis retail business; (2) A school providing instruction for any grades pre-school through 12 (whether public, private, or charter, including pre-school, transitional kindergarten, and K-12); (3) A day care center licensed by the state Department of Social Services that is in existence at the time a complete commercial cannabis business permit application is submitted; and, (4) A youth center that is in existence at the time a complete commercial cannabis business permit is submitted. Zoning Inquiry P20-04271 4931 North Blackstone Avenue Page 2 November 19, 2020 The subject property is not located within 800 feet of the property boundary of any of the above-mentioned uses. The subject building meets the separation requirements, per Section 15-2739.B.1.b of the FMC, for a cannabis retail business. 3. Prior to commencing operations, a cannabis retail business must obtain a Cannabis Conditional Use Permit from the Planning and Development Department per Section 15- 2739.N of the FMC. 4. No more than 2 cannabis retail businesses may be located in any one Council District. If more than 14 are ever authorized by Council (more than 2 per Council District), they shall be dispersed evenly by Council District. The subject property is in Council District 4. There are currently no cannabis retail businesses located in Council District 4. This location requirement is satisfied for a cannabis retail business. Please review the entirety of Article 33, Chapter 9 (Cannabis Retail Business and Commercial Cannabis), and Section 15-2739 (Adult Use and Medicinal Cannabis Retail Business and Commercial Cannabis Business) of the FMC to understand other requirements of cannabis retail businesses, including but not limited to, application requirements, signage, etc. This information was researched by the undersigned per the zoning request. The undersigned certifies that the above information contained herein is believed to be accurate and is based upon, or relates to, the information supplied by the requestor. The City of Fresno assumes no liability for errors and omissions. All information was obtained from public records held by the Planning and Development Department. A copy of the Fresno Municipal Code may be obtained by contacting the City Clerk’s office at 559-621-7650. The Fresno Municipal Code may also be searched on the Internet, free of charge, by going to www.fresno.gov. If you have questions regarding this matter, please contact me by telephone at 559-621-8056 or at Robert.Holt@fresno.gov. Cordially, Rob Holt, Planner III Development Services Division Planning and Development Department