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HomeMy WebLinkAboutC-20-113 The Apiary RedactedApplicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-113 Submitted On: Dec 04, 2020 Applicant Kevin Chandler Applicant (Entity) Name: The Apiary, LLC DBA: The Apiary Physical Address: 2974 E Butler Ave City: Fresno State: CA Zip Code: 93611 Primary Contact Same as Above? Yes Primary Contact Name: Kevin Chandler Primary Contact Title: CEO Primary Contact Phone: Primary Contact Email:HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?: No 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 Microbusiness (Non-Retail) Business Formation Documentation: Limited Liability Company Property Owner Name: Zinkin Family Partners Proposed Location Address: 2974 E Butler Ave City: Fresno State: CA Zip Code: 93721 Property Owner Phone: 5592248100 Property Owner Email: NZinkin@nz-law.com Assessor's Parcel Number (APN): 46803002 Proposed Location Square Footage: Owner State: CA Owner Zip: 93611 Has Owner Completed Background Check Application? No Ownership Percentage (%): 100 December 3rd , 2020 MORTGAGE & REAL ESTA E INC . 2520 W Shaw Ln, Ste. 106, Fresno, CA 93711 (P) 559-472-7615, (F) 559-472-9688 PRE-APPROVAL LETTER Regarding Bonower: Kevin Chandler Sales Price: Loan Program: Conventional 25% Down Payment Xander Mortgage & Real Estate Inc. has reviewed the preliminary loan documentation and info1mation provided by, Kevin Chandler and based on our review, it is our opinion that we will be able to obtain a Conventional loan in the amount of This is not a loan commitment and all updated documentation supporting the information on the loan application is subject to final review by an underwriter of the mortgage lender. Final loan approval must be issued by the underwriter, subject to the terms and conditions in effect at the time. Should you have any questions, please do not hesitate to call me at (559) 825-5555. Ivf ohan Cheema CEO (559) 472-7750 mohan@goaxander.com NMLS # 696852 Xander Mortgage & Real Estate Inc. BRE #02067197, NMLS #1825688 Lie #997383 Letter of Intent Construction Financing Agreement This Letter of Intent is entered into by and between The Apiary LLC ("TA") and Central Valley Iron Inc ("CVI"}, (The "Parties") PURPOSE The purpose of this letter of intent is to ensure that CVI will initially assume all costs of construction as identified in all subsequent invoices produced by CVI for the work at 2974 E Butler Ave Fresno, CA 93721 (the "Project"). TA Agrees to repay the entirety of all invoices plus an additional 10% amortized over 36 months upon the completion of the Project. TERM The term of this agreement will expire three years after the completion of the Project, whenever that date may be. At the expiration of the term of this agreement, TA agrees to make a balloon payment of any and all unpaid costs associated with the project as identified in the invoices. This term may be amended by express written agreements between the Parties . ACKNOWLEDGMENTS CVI agrees to keep a ledger of all costs of materials, labor, third party contracts, and any other costs to complete the Project. Any and all costs and fees that are not logged by CVI will not be owed to CVI at the end of the term of this agreement. The invoice must include a detailed description of the materials actually used for the Project as well as a description of hours of labor and labor performed. TA acknowledges that it will pay all costs of labor and materials as invoiced by CVI up to and including May 13, 2022, which is the date the Project is predicted to be completed. CVI acknowledges that time is of the essence and it will complete each phase of the Project as outlined in the attached document titled Microbusiness Development Phases. The parties mutually assent to the terms of this Letter of Intent and this agreement shall not be construed against the drafter. ATTORNEYS FEES In the event of any dispute between the Parties concerning the terms and provisions of this Letter of Intent the prevailing party in such dispute shall be entitled to collect from the other party all costs incurred including the other party's reasonable attorney fees. ARBITRATION In the event a dispute shall arise between the parties to this Letter of Intent. it is hereby agreed that the dispute shall be referred_ to arbitration with AAA in Fresno, CA. The arbitrator's decision shall be final and binding and judgement may be entered thereon. In the event a party fails to proceed with arbitration , unsuccessfully challenges the arbitrators award, or fails to comply with the arbitrator's award, the other party is entitled to cost of suit including reasonable attorney fees for having to compel arbitration or defend or enforce the award. Date: ____ _ The Apiary LLC Kevin Chandler, CEO • Mark Awad , CEO 4665 E Hedges Ave Suite 101 Fresno CA 93703 CentralValleylron.com centralvalleyiron@gmail.com (559) 97 4-924 7 Fax (855) 231-8263 BOE-502-A (P1) REV. 13 (06-17) PRELIMINARY CHANGE OF OWNERSHIP REPORT To be completed by the transferee (buyer) prior to a transfer of subject property, in accordance with Section 480.3 of the Revenue and Taxation Code. A Preliminary Change of Ownership Report must be filed with each conveyance in the County Recorder's office for the county where the property is located. FOR ASSESSOR'S USE ONLY 220 M St, LLC, a California limited liability company ASSESSOR'S PARCEL NUMBER 468-232-02; 468-232-03 SELLER/TRANSFEROR Alan R. Hopkins Separate Property Trust.Scot Schultz, Claire Andrews, Bradford Schultz, BUYER'S DAYT!ME TELEPHONE NUMBER BUYER'S EMA!L ADDRESS STREET ADDRESS OR PHYSICAL LOCATION OF REAL PROPERTY 2305 N. Los Anjl_eles Street & 220 M. Street, Fresno, CA DYES l)ljNO DYES ~NO This property is intended as my principal residence. !f YES, please indicate the date of occupancy or intended occupancy. Are you a disabled veteran or a unmarried surviving spouse of a disabled veteran who was compensated at 100% by the Department of Veterans Affairs? MO DAY I YEAR MAIL PROPERTY TAX INFORMATION TO (NAME) 220 M St, LLC, a California limited liability compan MAIL PROPERTY TAX INFORMATION TO (ADDRESS) CITY STATE I ZIP CODE PART I: TRANSFER INFORMATION Please complete all statements. This section contains possible exclusions from reassessment for certain types of transfers. ~1A D B. This transfer is solely between spouses (addition or removal of a spouse, death of a spouse, divorce settlement, etc.). This transfer is solely between domestic partners currently registered with the California Secretary of State (addition or removal of a partner, death of a partner, termination settlement, etc.). D D D D D D D D D D D D D D D ~-c • D. This is a transfer: D between parent(s) and child(ren) D from grandparent(s) to grandchild(ren). This transfer is the result of a cotenant's death. Date of death _____________ _ ~•E This transaction is to replace a principal residence by a person 55 years of age or older. Within the same county? DYES D NO ~•F This transaction is to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code section 69.5. Within the same county? □ YES D NO ~ G. This transaction is only a correction of the name(s) of the person(s) holding title to the property (e.g., a name change upon marriage). If YES, please explain: ; H. I . The recorded document creates, terminates 1 or reconveys a lender's interest in the property. This transaction is recorded only as a requirement for financing purposes or to create, terminate, or reconvey a security interest (e.g., cosigner). If YES, please explain: ~ J. K. ~ ~ The recorded document substitutes a trustee of a trust, mortgage, or other similar document. This is a transfer of property: 1. to/from a revocable trust that may be revoked by the transferor and is for the benefit of □ the transferor, and/or □ the transferor's spouse D reglstered domestic partner. 2. to/from an irrevocable trust for the benefit of the □ creator/grantor/trustor and/or □ grantor's/trustor's spouse □ grantor's/trustor's registered domestic partner. ; L. This property is subject to a lease with a remaining lease term of 35 years or more including written options. M. This is a transfer between parties in which proportional interests of the transferor(s) and transferee(s) in each and every parcel being transferred remain exactly the same after the transfer. ~ ~- 91_ N This is a transfer subject to subsidized low-income housing requirements with governmentally imposed restrictlons, or restrictions imposed by specified nonprofit corporations. 0. This transfer is to the first purchaser of a new building containing an active solar energy system. P. Other. This transfer is to ------------------------------------------- Please refer to the instructions for Part 1. Please p~<:)y_i':!_e any other information that will help the Assessor understand the nature of the transfer. THIS DOCUMENT IS NOT SUBJECT TO PUBLIC INSPECTION SFRM0017 (OSI Rev. 12/20/17) BOE-502-A (P_2) REV. 13 (06-17) PART 2. OTHER TRANSFER INFORMATION Check and complete as applicable. A. Date of transfer, if other than recording date: ______________ _ B. Type of Transfer )(Purchase D Foreclosure □ Gift □ Trade or exchange □ Merger, stock, or partnership acquisition (Form BOE-100-B) D Contract of sale. Date of contract:_____________ □ Inheritance. Date of death: □ Sale/leaseback □ Creation of a !ease D Assignment of a lease □ Termination of a lease. Date lease began Original term in years (including written options): ___ _ Remaining term in years (including written options): ____ _ □ Other. Please explain _______________ _, ___________________________ _ C. Only a partial interest in the property was transferred. □ YES NO If YES, indicate the percentage transferred: PART 3. PURCHASE PRICE AND TERMS OF SALE Check and complete as applicable. A. Total purchase price. B. Cash down payment or value of trade or exchange excluding closing costs C. First deed of trust@ ______r__ % interest for < years. Monthly payment$ ________ _ D FHA ( ____ Discount Points) D Ca!-~~t D VA ( ____ Discount Points) .X;, Fixed rate D Variable rate D Bank/Savings & Loan/Credit Union ~ Loan carried by seller D Balloon payment$___________ Due date: D. Second deed of trust @ % interest for ____ years. Monthly payment$ ________ _ □ Fixed rate □ Variable rate □ Bank/Savings & Loan/Credit Union □ Loan carried by seller □ Balloon payment$___________ Due date: G Amount $ Amount $ Amount $ E. Was an Improvement Bond or other public financing assumed by the buyer? D YES □ NO Outstanding Balance $ % F. G. Amount, if any, of real estate ~omission fees paid by the buyer which are not included in the. pur hase price $ The property was purchased: Through real estate broker. Broker name:LJ WMC,~ -1.. Phone number ~-~~----- □ Dlrect from seller □ From a family member-Relationship ________________ _ □ Other: Please explain: __________________________________________ _ H. Please explain any special terms, seller concessions, broker/agent fees waived, financing, and any other information (e.g., buyer assumed the existing loan balance) that would assist the Assessor in the valuation of your property. PART 4. PROPERTY INFORMATION Check and complete as applicable. A. Type of property transferred D Single-family residence □ Multiple-family residence. Number of units: ___ _ □ Other. Description: (i.e., timber, mineral, water rights, etc.) □ Co-op/Own-your-own D Manufactured home □ Condominium □ Unimproved lot □ Timeshare □ Commercial/Industrial B. □ YES □ NO Personal/business property, or incentives, provided by seller to buyer are included in the purchase price. Examples of personal property are furniture, farm equipment, machinery, etc. Examples of incentives are club membershlps 1 etc. Attach list if available. If YES, enter the value of the personal/business property: $ __________ Incentives $ ________ _ C. □ YES □ NO A manufactured home is included in the purchase price. If YES, enter the value attributed to the manufactured home: $ ______ _ □ YES □ NO The manufactured home is subject to local property tax. If NO, enter decal number ________________ _ D. □ YES D NO The property produces rental or other income. If YES, the income is from: □ Lease/rent □ Contract □ Mineral rights □ Other: ___________________ _ E. The condition of the property at the time of sale was: □ Good □ Average □ Fair □ Poor Please describe: CERTIFICATION I certify (or declare) that the foregoing and all information hereon, including any accompanying statements or documents, is true and correct to the best of my knowledge and belief SIGNA?RE OF BUYERffRANSFEREE OR CORPORATE OFFICER ► v ✓ 'DATE TELEPHONE NAME OF BUYERffRANSFEREE/LEGAL REPRESENTATIVE/CORPORATE OFFICER (PLEASE PRINT) -1flTLE EMAIL ADDRESS Kevin Chandler 'member The Assessor's office may contact you for additional information regarding this transaction. SFRM0017 (OSI Rev. 12/20/17) Chicago Title Company Sue Meyer Chicago Title Company 7330 N. Palm Avenue, Suite IOI Fresno, CA 93711 7330 N. Palm Avenue, Suite 101, Fresno, CA 93711 Phone: (559) 451-3736 • Fax: (559) 431-8936 Date: Escrow No.: Title No.: Property Address: July 15, 2018 45001035-450-SM 45001035 PRELIMINARY REPORT APPROVAL I have read the Preliminary Report issued by Chicago Title Company dated March 19, 2018, covering the property described in your above numbered escrow and approve the Policy of Title Insurance to be issued to me as required by my instructions to include as encumbrances therein Item Nos. 1, 2, 3, 4, of said report, in addition, to those specific items described in my escrow instructions or created by me. I hereby acknowledge receipt of copy of said Preliminary. 220 M St, LLC, a California limited liability company By: __________ _ Kevin Chandler, sole member Preliminary Report Approval MIS CO I 49 (DSI Rev. 5/26/16) Page 1 Printed: 7/15/2018 I :50 PM by SM Escrow No.: 45001035-450-SM ~ N.,m,oC NHDHa,oC Dh•do.suru THIS NATURAL HAZARD DISCLOSURE STATEMENT APPLIES TO THE FOLLOWING PROPERTY, 2305 LOS ANGELES ST, FRESNO. CA. 93721 ("PROPERTY"} 468-232.-02 : LJU~'cSS", 2305 LOS ANGELES ST. FRESNO. CA, 93721 c ::::~::-,~,-::,._-;-c;-03/30/781 c_;::.~o::;: -;r 2251-75296 The transferor and his or her agent{s) or a third-party consultant disclose the following information with ti,e knowledge that even though this is not a warr<1nty, prospective-transfem:,es may rely on this information in deelding whether and on what terms to purchase the Property. Tra11sforor hereby authorizes ariy agent(s) rcprosenting any principaljs) in this action to provide a copy of this Statement to any person or entity in con.,ec\ic,r, with any actual or anticipate,ci sale of the Property. The following are representations made by the trdnsferor and his or her agent(s) based on their Knawledgo and maps drawn by the stato and fed era/ gove,rnmS'nts. This Information is a dlsdosure cind is not intende,d to be part c,f any contract between the transferett and transferor. THIS REAL PROPERTY LIES WITHIN THE FOLLOWING HAZARDOUS AREA(S}: A SPECIAL FlOOD HAZARD AREA (Any type, Zone "A" or "V') designated by the Federal Emergency Manag«ment Agency. Yes, No, X Do not know and jnformation not available from local jurisdiction, AN AREA OF POTENTIAL FLOODING shown on a dam failure inundation map pursuant to section 8589,5 of th" Govemment Code. Yes, X No, Do not know and information not available from local jurisdiction, A VERY HIGH FIRE HAZARD SEVERITY ZONE pursuant to section S1178 or 51179 of the Government Code. The c,wner of this Property is subject to the maintenance requirements of section 57182 of the Government Code Yes, No, X A WILDLAND AREA THAT MAY CONTAIN SUBSTANTIAL FOREST FIRE RISKS AND HAZARDS pursuant to section 4125 of the Public Resources Code. The owner of this Property is subject to the malritenance requirements of sectiDn 4291 of the Public Resources Code. Additionally. It is not the state's responsibility to provide fire p1otection services to any building or structure loc;ated within the wildlands unle.-s the Department of Forestry and Fire Protection has entered Into a cooperative agreement with a local agency for those purposes pursuant to section 4142 of the Public Resources Code. Yes, No, X AN EARTHQUAKE FAULT ZONE pursuant to se-ction 2622 of the Public Resources Code. Yes, No, X A SEISMIC HAZARD ZONE pursuant to section 2696 of the Publ!c R"sourcos Code. Yes (Landslide Zone), No Map not yet r"lecised by the stat.,, X Yes (Liquefaction Zone) No, Map not yet released by tha state, X THESE HAZARDS MAY LIMIT YOUR ABILITY TO DEVELOP THE PROPERTY. TO OBTAIN INSURMKE, OR TO RECEIVE ASSISTANCE AFTER A DISASTER. THE MAPS ON WHICH THESE DISCLOSURES ARE BASED ESTIMATE WHERE NATURAL HAZARDS EXIST. THEY ARE NOT DEFINITIVE INDICATORS OF WHETHER OR NOT A PROPERTY WILL BE AFFECTED BY A NATURAL DISASTER, TRANSFEREE(S) AND TRANSFEROR(S) MAY WISH TO OBTAIN PROFESSIONAL ADVICE REGARDING THOSE HAZARDS AND OTHER HAZARDS THAT MAY AFFECT THE PROPERTY Signature ofTransferor(s), _________________ Date, __________ _ Signature of Transferor(s): ______________ -·--·-----Date, __________ _ Agent(s), ______________________ Date, __________ _ Ag.,nt(s), __________________ ~ Date, ___________ _ Ch.,ck only one of the following, Transferor{s) and their agent(s) represent that the information herein is true and correct to the best c,f the Tr knowledge as of the date signed by the trnnsferor(s) Jnd agent(s). X Transferor(s) and their agent(s) acknowledge that they have exercised good faith in U,e selection of a third-party report provider as required in Civil Code section 1103,7. and that the representations made in this Statement are based upon information provided by the independent third-party disclosure provider as a substituted disclosure pursuant to Civil Code section 1103.4. Neither Transferor(s) nor their agent(s) (1) has Independently verified the information contained in tJ1is Statement and report or (2) is personally aware of any errors'" inaccuracies In the information contained on this Statement. This Statement was prepared by the provider below, This statement was prepared by the following third-party disclosure provider: CertifiedNHD on 03/30/18 Transferee represents that he or she has read at.d understands this statement. Pursuant to Civil Code siaction 1103.a. the representations made In this Statement do not constitute all of the transferor's or agent"s disclosure obligations In this transaction, Signature of Transferee(s): ____________________________ Date, --------~---____ _ Signature ofTransf.,ree(s)· ________________ Date, ______________ _ ;;f_if;J];i'@j}j£!j,fj5ill\C,--rwMP'!VF!\¾U-~)h:l&li0;@l;Killilli'/~\¼:t\'fl";,l\i&\,1\\fil&'ill@illiH£ffji/{Af(¼\)\-fufi<';iii•.,0.-''½-S'lli'Ql@\i/~\'&.lli!Lbfil'}Ifil!&J,i',_\\\AT,Li$-2lflh''{ill0.ii?""%\'iK11i&D:.0\WllJJZZEEllilfill¾Wf@lWJE&i,-1WWW&!!li1JillffiI¥illf!liiffi0BWBiallJ'Jl!ll'EEHJfiltii'fl,WHI/M0Jf- -=--=' ,:· 1:-Natural Hazard Disclosure Statement ~'"'"'"' Hazard NHDm,co"'" 468-232-02 ·_u;; 2305 LOS ANGELES ST, FRESNO. CA. 93721 C: 03/30/18 , ~ '"?'.; ~--2251-75296 Section 5.2 of Rule 4901 -Wood-Burning Fireplaces and Wood-Burning Heaters, requires any wood-burning heater (stove or fireplace insert) included with the sale or transfer of real property to be EPA Phase I! certified. Any non-certified wood-burning heater must be removed from the property or rendered permanently inoperable prior to the close of escrow. There are no restrictions on the sale or transfer of property with open-hearth masonry or zero-clearance fireplaces, pellet stoves, or wood- burning cook stoves with ovens. A certified heater should have a permanent label attached that indicates that the heater is EPA Phase 11 certified. Sellers are required to complete this form whenever a wood-burning stove or insert is included with the property. A copy shall be mailed or faxed to the San Joaquin Valley Air Pollution Control District within 30 days of close of escrow. Seller represents that to the best of the Seller's knowledge, the subject property meets the following requirements of Section 5.2 of District Rule 4901 at the close of escrow, That any woodstoves or fireplace inserts included in the property are EPA Phase I! certified and that any non-certified woodstove or insert has been removed from the property or rendered permanently inoperable. Seller: Date: ___________________ _ Seller: _______ ____ Date: The undersigned hereby acknowledges receipt of a copy of this document. Buyer:------------------------------------------------Date: ____________________ _ Buyer: Date, ____________________ _ WARNING: It is unlawful to sell any wood-burning heater that is not EPA Phase II certified. This includes, but is not limited to the transfer through a real estate transaction. This transaction is subject to an audit by the San Joaquin Valley Air Pollution Control District for compliance. For more information please contact: San Joaquin Valley Air Pollution Control District 1990 East Gettysburg Avenue Fresno, California 93726 (559) 230-6000 www.valleyair.org ,0/'0Wd\J/£ill/J:i'Eill:&;)RSm&tf;$,;t&f{,£1illfe&IBi.!117e¾J,iFlJRdW,2/;Ylil10!\'1thll.e/;I;S\"si"01lC''l"[·\1TG''"l'L¾A\l\/¥if&,P,§:t{'010;;))31E'fWW&'W,m/;2JiZ:b:Mle@lWd4'fWFi"ENFd,YMl¼,1N-i~\ltl/G'llffffit.VK0/illiio~-w-rrwtlli'~.\-,¼~ill.V-;w.0ll1&til0ttl}§!OOffi'2TTl¥J\\\l ,---r:-11-~-Wood-Burning Heater Statement of Cornpliarice L::--...."""' INRD~1~ure THIS NATURAL HAZARD DISCLOSURE STATEMENT APPLIES TO THE FOLLOWINC PROPERTY: 220 MST, FRESNO, CA, 93721 {"PROPERTr) C -, .£.fi8-232-Q3 220 MST. FRESNO, CA 93727 03/30/1s I" -2251-75307 The transferor and his or her agent{s) ar a third-party consultant disclose the following information with the knowledge that even though this is not a warranty, prc.spective transferees may rely on tlils information ir, ds>-dding whether and on what terms to purch<1se the Property. Transferor hereby authorizes any agent(s) representing any principal(s) in this ;,ction to provide a copy of this St3tem<ent to <>ny p,:,rson or entity in connecti<,r, with any actual or anticipated sale of the Property. The following are representations made by the tranrleror and his or her agent(s) based on their knowledge and maps drawn by the state and fad era I governments. This informat;on is a disclosure and is not intended to be part of any contract between the transferee and transferor THIS REAL PROPERTY LIES WITHIN THE FOLLOWING HAZARDOUS AREA(S), A SPECIAL FLOOD HAZARD AREA (Any type Zone "A" or "V0 ) designated by th" Federal Emergency Management Agency. Yes, No, X Do not know and information not available from local jurisdiction, AN AREA OF POTENTIAL FLOODING shown on a dam failure inundation map pursuant to section 8589.5 of the Govemment Code. Yes, X No, Do not know and information not available from local jurisdiction, A VERY HIGH FIRE HAZARD SEVERln' ZONE pursuant to section 51178 or 51179 of the Government Code. The owner of this Property is subject to the maintenance requirements of section 51182 of the Government Code. Yes, No, X A WtLDLAND AREA THAT MAY CONTAIN SUBSTANTIAL FOREST FIRE RISKS AND HAZARDS pursuant to section 4125 of the Public Resources Code. The owner of this Property is subject to the maintenance requlremcnts of section 4291 of the Public Resources Cod€. Additionally, it is not the state"s responsibility to provide fire protection services to any building or structure located within the wildlands unless the Department of Forestry and Fire Protection has entered into a cooperative agreement with a local agency for those purposes pursuant to section 4142 of the Public Resources Code. Yes· No, X AN EARTHQUAKE FAULT ZONE pursuant to section 2622 of the Public Resources Code. Yes, No, X A SEISMIC HAZARD ZDNE pursuant to section 2696 of the Public R"sources Code. Yes ILandslldo Zeno)· No, Map not yet release<! by th<> state, X Yes (Liquefaction Zone): No, Map not yet ,el1>ased by the state, X THESE HAZARDS MAY LIMITYOURABILln' TO DEVELOP THE PROPERn', TO OBTAIN INSURANCE, OR TO RECEIVEASS)STANCEAFTER A DISASTER. THE MAPS ON WHICH THESE DISCLOSURES ARE BASED ESTIMATE WHERE NATURAL HAZARDS EXIST. THEY ARE NOT DEFINITIVE INDICATORS OF WHETHER OR NOT A PROPERn'WILL BE AFFECTED BY A NATURAL DISASTER. TRANSFEREE(S) AND TRANSFEROR(S) MAY WISH TO OBTAIN PROFESSIONAL ADVICE REGARDING THOSE HAZARDS AND OTHER HAZARDS THAT MAY AFFECT THE PROPERTY. Signature ofTransfero,(s), _________________ Date, __________ _ Signature of T,ansforor(s), ______________ ···--Date, __________ _ Agent(s), ______________________ Date, __________ _ Agent{s), ______________________ Date __________ _ Check only one of th" following, Transferor{s] and their agent(s) represent that the information herein is true and correct to the best of their knowledge as of the date signed by the transfero,(s) and agent{s). X Transferor(s) and their slgent(s) acknowledge that they have exercised good faith in the selection of a third-party report provider as required in Civil Code section 1103.7, and that the representiltions made in this Statement are based upon information provided by the independ.,nt third-party disclosuri, provider as a substituted disclosure pursuant to Civil Code section 1103-4. Neither Transferor(s] nor their agent(s) j1) has independently verified the Information contained in this Statement and report or (2) is personally aware of any errors or inaccurades in the information contained on this Statement. This Statement was prepared by the provider below, This statement was prepared by the following third-party disclosure provider: CertifiedNHD on 03/30/18 Transferee represents that he or she has read and understands this Statement. Pursuant to Civil Code section 1703.B. the representations made in this Statement do not constitute all of th1> transferor's or ag<ent's disclosure obligations in thb transaction, Signature ofTransferee(s), _______ -------~Date, __________ _ Signature of Transferee(s), _________________ Date, __________ _ -----~•~M_____,..,.,...1~\t,l;i:illM----•~>-Ji_......,l_,S:.~ Natura! Hazard Disclosure State-ment lNfuJ N"""' NHDH,Mo Disclosure 468-232-03 220 MST FRESNO, CA, 93721 -::_ 03/30/18 2251-75307 Section 5.2 of Rule 4901 -Wood-Burning Fireplaces and Wood-Burning Heaters, requires any wood-burning heater (stove or fireplace insert) included with the sale or transfer of real property to be EPA Phase II certified. Any non-certified wood-burning heater must be removed from the property or rendered permanently inoperable prior to the close of escrow, There are no restrictions on the sale or transfer of property with open-hearth masonry or zero-clearance fireplaces, pellet stoves, or wood- burning cook stoves with ovens. A certified heater should have a permanent label attached that indicates that the heater is EPA Phase H certified. Sellers are required to complete this form whenever a wood-burning stove or insert is included with the property. A copy shall be mailed or faxed to the San Joaquin Valley Air Pollution Control District within 30 days of close of escrow. Seller represents that to the best of the Seller's knowledge, the subject property meets the following requirements of Section 5.2 of District Rule 4901 at the close of escrow: That any wood stoves or fireplace inserts included in the property are EPA Phase II certified and that any non-certified woodstove or insert has been removed from the property or rendered permanently inoperable, Seller: ____ _ Date, ___________________ _ Seller: _ ____ Date, The undersigned hereby acknowledges receipt of a copy of this document. Buyer: -----· Date: ____________________ _ Buyer: ____ _ Date, ____________________ _ WARNING: It is unlawful to sell any wood-burning heater that is not EPA Phase II certified. This includes, but is not limited to the transfer through a real estate transaction. This transaction is subject to an audit by the San Joaquin Valley Air Pollution Control District for compliance. For more information please contact: San Joaquin Valley Air Pollution Control District 1990 East Gettysburg Avenue Fresno, California 93726 (559) 230-6000 www.valleyair.org ___ ,, ____ l_t ____________ ._,.._.,._;_;, .... M •• _,._,_J __ 'i\lU'a.,.~_, _____ M ___ _ ' ~f,; ·;:; -Wood-Burning Heater Statement of Compliance CHICAGO TITLE COMPANY 7330 N. Palm Avenue, Suite 101, Fresno, CA 93711 Phone: (559)451-3736 Fax: (559)431-8936 Buyers/Borrowers Closing Statement Estimated Escrow No: 45001035 -450 SM Close Date: 07/27/2018 Proration Date: 07/27/2018 Buyer(s)/Borrower(s): 220 M St, LLC, a California limited liability company Lender: Property: Alan R. Hopkins, Trustee of the Alan R. Loan#: Hopkins Separate Property Trust, as to an undivided 1/2 interest; Scot Schultz, Claire Andrews and Bradford Schultz, each asto an undivided 1/6 interest 2305 N. Los Angeles Street & 220 M. Street Fresno, CA Disbursement Date: 07/27/2018 I have carefully reviewed the Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements to be made on my account or by me ln this transaction. I further certify that ·1 have received a copy of the Settlement Statement. Buyer(s)/Borrower(s ): 220 M St, LLC, a California llmlted liability company By: __________ _ Kevin Chandler, sole member INDEMNIFICATION AND HOLD HARMLESS AGREEMENT FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION To the fullest extent permitted by law, the City of Fresno (City) shall 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 cannabis business or cannabis retail business. In consideration for the submittal of an application for a commercial cannabis business permit application and/or issuance of a cannabis business permit, and to the furthest extent allowed by law, Applicant does hereby agree to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City, Applicant or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of the issuance of a cannabis business permit. Applicant’s obligations under the preceding sentence shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of City or any of its officers, officials, employees, agents or volunteers. Applicant must, at the time of permit issuance, maintain insurance at coverage limits and with conditions thereon determined necessary and appropriate from time to time by the City Manager. Applicant shall conduct all defense at his/her/its sole cost. The fact that insurance is obtained by Applicant shall not be deemed to release or diminish the liability of Applicant, including, without limitation, liability assum ed under this Agreement. The duty to indemnify shall apply to all claims regardless of whether any insurance policies are applicable. The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend exists regardless of any ultimate liability of Applicant. The policy limits do not act as a limitation upon the amount of defense and/or indemnification to be provided by Applicant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Applicant, its officials, officers, employees, agents, volunteers or invitees. City shall be reimbursed for all 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 legal challenge related to the city's approval of the applicant's commercial cannabis business permit. The City may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve any of the obligations imposed hereunder. This Indemnification 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/her 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 day of 2020. Applicant Signature City Employee Signature Print Name and Company Name Print Name Address Title Telephone Number Telephone Number December Kevin Chandler, The Apiary, LLC 4th ~------- Date: December 4, 2020 City of Fresno Office of Cannabis Oversight 2600 Fresno Street Room 2064 Fresno, CA 93721 ATTN: Wilma Quan, City Manager Jennifer Ruiz, Project Manager RE: MICROBUSINESS CANNABIS PERMIT APPLICATION Dear Ms. Quan and Ms. Ruiz, I want to personally thank you for allowing me to participate in the Cannabis Permit Application process in the City of Fresno. I am looking to set the foundation of our business in Fresno, the place I call home. If I am successful with my permit application, you can rest assured that I am committed to working with you and your team to achieve common goals of properly and purposefully accelerating development and commencing operations. I cannot express how honored I am to be considered for this opportunity and look forward to working closely with the City, community and constituents of Fresno to build a long - lasting cannabis business, rooted in close partnership with the community. I purchased the building at 2974 E Butler Avenue in Fresno with both a vision and a goal. There will be state of the art security, a building, and a business -to-business incubator that pledges to offer at-cost distribution to social equity applicants. My personal cell phone number is . I can be reached at any time if you would like to discuss any aspect of our application. Thank you for your time and consideration. Sincerely, Kevin Chandler, Founder and CEO *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 1 BUSINESS PLAN *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 2 THE APIARY BUSINESS PLAN 1.1 OWNER QUALIFICATIONS Kevin Chandler *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 4 Advisory Team The success of this business doesn’t come by standing alone. I have created solid partnerships and business relationships to ensure that every piece of this business is managed professionally, ethically and that we are in compliance with City and State regulations. My advisory panel include: BCC Compliance and Government Relations Alexis Podesta has served in senior roles in both the public and private sectors and is known for her talent to skillfully navigate complex policy and political issues. Her broad portfolio has included problem-solving on high-profile policies in both government and the corporate world. Alexis was entrusted by both Governor Gavin Newsom and Governor Edmund G. Brown, Jr. to manage the sprawling California Business, Consumer Services and Housing Agency. In that capacity, Alexis oversaw the creation of cannabis regulation in California. Most recently, Alexis was appointed by Governor Newsom to serve on the State Compensation Insurance Fund Board of Directors. CDFA Compliance and Cultivation Development Nicholas Rutkaus is the Chief Operating Officer of DSM Group, LLC, DBA Leaf California. He is a pioneer in the implementation of LED cannabis cultivation systems and is a model project for the popular California LED manufacturer, Fluence. Nick is currently in the process of expanding his 300 LED bloom room into new municipalities and is eager to begin building a relationship with the City of Fresno by incubating The Apiary’s cultivation project. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 5 Security Mike Matson is the CEO and Founder of Fresno’s very own Matson Alarm, Inc. He is a board member to the Fresno Police and Fire chiefs committee and is in constant communication with the Fresno Police Department. Mike provides security to thousands of properties across Fresno, and is an expert at crafting burglary, theft, and fire prevention systems. Community Outreach Advisor and Liaison to Fresno Police Department Detective Danny D. Kim, MS/AJS-LEO has spent decades developing himself as a community leader. He was awarded Man of the Year in 2019 for his work in the community. Legal Compliance Advisor Brenda Linder, JD is Fresno’s premier cannabis attorney. She has an impressive portfolio. Pesticide Application Advisor David Miller is a Qualified Applicator License holder for pesticide use issued by California State Commision of Agriculture’s Department of Pesticide Regulation. Certified trainer in State’s seed to sale tracking system Metrc. Developer of Respirator training program and chemical handling protocols for employee safety. Brand Development Krystal Kitahara While attending Fresno State, Krystal started her first company on campus before graduating with a Bachelor’s Degree in Business with a focus on Entrepreneurship. In 2014, combining her love of business with her love of cannabis, Krystal sought to create a company that embodied her vision. She brings a fresh perspective to the industry and has successfully built cannabis brands that appeal to and empower women. CEO, Yummi Karma Compliance and Licensing Kymber Ward with eight years of cannabis industry experience successfully obtained the first maintained the first cannabis manufacturing license in Orange County and received the 21st issued annual license in the State of California. She has successfully assisted in obtaining several licenses throughout the State ranging across all commercial cannabis *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 6 functions. She is the COO of a female-owned and operated manufacturer in Costa Mesa, CA. She maintains an amazing relationship and sits on several advisory panels to Local and State officials. In addition to my Advisory Panel, I have hired Charles Grove to be the Director of Science and Analytics for the Apiary. His expertise brings a whole new level of sophistication to this business and I believe it is important for his qualifications to be highlighted in this application. Charles Grove, began his journey into agriculture nearly 5 years ago and has been a part of various companies within the industry. These unique positions provide a depth of knowledge in the development and manufacturing of specialty fertilizers for plant nutrition. His current position as Senior Formulation and Research Chemist for Nutrient Technologies, deals with developing new and novel products for use in the agricultural industry only focusing on plant nutrition. Prior to his arrival in agriculture he was a process scientist involved in the scale up and manufacturing of advanced pharmaceutical intermediates. This entailed developmental scale up work on novel high-potency compounds (highly toxic in small quantities) for various diseases. Worked under CGMP condition s and closely with quality control to assure compliance. Charles’ educational background began at the junior college level starting at College of the Sequoias and later transferring to Fresno State University where he completed his B.S. degree in Chemistry. After his undergraduate studies were completed he went on to graduate school at the University of California Davis. He focused on the total synthesis of natural products, making complex biologically active compounds in the lab from smaller building blocks. His work produced 5 publications which culminated in the completion of 4 natural products. After the completion of his Ph.D. he pursued a post- doctorate at RICE University in Houston, which produced two additional publications. Charles possesses a great understanding of chemistry and teaches a Chemistry class at Porterville College (Chem P106) in the evenings. His involvement in the community and his passion for science provides great opportunities to teach as well as learn. Charles currently lives in Visalia, CA *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 7 1.2 A BUDGET FOR CONSTRUCTION, OPERATION, AND MAINTENANCE, COMPENSATION OF EMPLOYEES, EQUIPMENT COSTS, UTILITY COSTS, AND OTHER OPERATION COSTS *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 8 1.3 PROOF OF CAPITALIZATION IN THE FORM OF DOCUMENTATION OF CASH OR OTHER LIQUID ASSETS ON HAND, LETTERS OF CREDIT OR OTHER EQUIVALENT ASSETS WHICH CAN BE VERIFIED BY THE CITY. Letter of Intent Sourcing Agreement This Letter of Intent is entered into by and between Fresno Cannabis Microbusiness applicant. The Apiary, and Fresno Cannabis Retail applicant, TSC Fresno, LLC, the ("Applicants"). PURPOSE The purpose of t his letter of intent is to develop a strat egic partnership and sourcing agreement between the Applicants. TERM The term of this agreement will expire three years after the A p plicants are licensed. ACKNOWLEDGMENTS • TSC Fresno. LLC has access to several sister stores that are licensed in the state of California. TSC Fresno, LLC acknowledges that The Apiary has a cultivation system that produces high quality flower and a solventless extraction system that produces superior manufactured products. TSC Fresno, LLC intends to take full advantage of The Apiary's Distribution arm in order to increase their indirect tax contribution to the City while leveraging The Apiary's location in the heart of California. TSC Fresno, LLC will source high quality cannabis flower and specialized manufactured goods from the Apiary to retail throughout California. The parties mutually assent to the terms of this Letter of Intent and this agreement shall not be construed against the drafter. Date:1 2 /1 /2020 12/2/2020 Date: ____ _ The Apiary ~-=== Kevin Chandler, CEO *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 9 December 3rd , 2020 MOR1 GAGE & REAL ES1 ATL INC. 2520 W Shaw Ln, Ste. 106, Fres no, CA 93711 {P) 559-472-7615, (Fl 559-472-9688 PRE-AP PROV AL LETTER Regarding Bo1rnwer: Kevin C handler Sales Price: $ Loan Program: Conventional 25% D own Payment Xander Mortgage & R eal Estate Inc. has reviewed t he preli minary loan documentation and information provided by, Kevin C handle r and based on our review, it is our o pin ion that we will be able to obtain a Conve ntional loan in the amount of This is not a loan commitment and a ll updated documentation supporting the information on the loan application is subject to fi nal review by a n u nderwriter of the mortgage lender. Final loan approval must be issued by the underw riter, subj ect to the terms and conditions in effect at the ti me. Should you have any question s, please do not hesitate to call me at (559) 825-5555. Moh an Cheema CEO (559) 472-7750 mohan@goaxander.com NMLS # 696852 Xander M ortgage & Rea l Estate Inc. BRE 1102067197, NMLS 111825688 *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 10 Letter of Intent Incubator Agreement This Letter of Intent is entered into by and between Fresno Cannabis Microbusiness applicant, The Apiary, and Sacramento Cannabis Cultivation License h o lder, DSM Group, LLC ("Leaf California"), the ("Parties"). PURPOSE The purpose of this letter of intent is to develop a strategic partnership and incubator agreement between the Parties. TERM The term of this agreement w ill expire three years after The Apiary is licen sed. ACKNOWLEDGMENTS • Th e Apiary acknowledges that Leaf California 's owners and operators have extensive experience in California's licensed cannabis industry. • Leaf Calrfornia inten d s to assist The Apiary w ith the operating of a licensed cannabis cultivation and distribution business, inc luding but not lim ited to CDFA and BCC compliance, onboarding, tra ining, h iring and general best practices. Leaf California intends to take full a dvantage of The Apiary's distribution and retail arms in order to leverage Th e Apiary's location in the heart of California Leaf California intends to leverage The City of Fresno's 1% d istribu tion tax rate by relying on The Apiary to distribute and process Leaf Californ ia's high quality cannabis goods throughout California. Th e parties mutually assent to the terms of this Letter of Intent and this a greement shall not be construed against the drafter. Date: 12/3/20 DSM Group, LLC /~< i.ifc;;;,;coo 12/3 /2020 Date: ____ _ T he Apiary p;;;::: -= Kevin Chandler, CEO *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 11 1.4 PRO FORMA FOR AT LEAST THREE YEARS OF OPERATION *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 12 1.5 FULLY DESCRIBE THE HOURS OF OPERATION AND OPENING AND CLOSING PROCEDURES The Apiary will be open for normal business operation between the hours of 6am and 10pm daily. Potential employees to open: ● Warehouse Manager/s ● Distribution Driver/s ● Security Guard ● Transplanter/s ● Pruner/s ● Harvester/s ● Trimmer/s ● Packager/s ● Extractor/s ● Product Inventory Specialist/s ● Cultivation / Production Manager/s Daily Opening Procedures Employees arrive approximately 30 minutes prior to opening. The opening employees include, but are not limited to a warehouse manager, product specialist, lead Sales Associate/s, security guard and a delivery driver. The security guard will conduct an external review of the premises at that time to ensure the exterior has not been tampered with, all litter is removed from the premises and the *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 13 area is safe and ready for production. Upon completing a visual inspection of the premises, the security person will remain at the main entrance to meet remaining and additional employees. A warehouse manager is responsible for disabling the alarms, opening security gates, exterior entrances, and safe room (including safes) as well as overseeing all employee operations. Upon entering the premises all employees are required to clock in and initiate their daily duties. They must reconcile all previous day logs to ensure there are no discrepancies that need to be addressed. Verify daily deliveries, delivery routes, both in-store and delivery pre-orders, production schedules and grow calendars. Pruners, Trimmers, Harvesters Transplanters, Packagers, Extractors and Product Inventory Specialists are required to complete a morning checklist pertaining to their various positions and will meet for a pre-shift meeting to ensure all know exactly what information is on the to-do list for the day/week. Pruners would need to clock-in and might be responsible for weighing, labeling and packaging the bulk buds to be trimmed. Cannabis bud pruners might have to meet daily production quotas. Pruners will pluck leaves to get ready for trimming. Trimmers would need to clock-in and might be responsible for weighing, labeling and packaging the trimmed buds upon completion. Cannabis bud trimmers might have to meet daily production quotas. Trimmers will cut all leaves after the bud is dry. Harvesters would need to clock-in and might be responsible for taking down the plants and transporting them to the drying rooms. Helping with Quality Control (ensuring plants look healthy), moving the plants / pots around the facility depending on maturity of plants and using machinery to harvest the plants. Transplanters would need to clock-in and might be responsible for taking down the plants and transporting them to the drying rooms. Helping with Quality Control (ensuring plants look healthy), moving the plants / pots around the facility depending on maturity of plant. Transplanters would check on the growth cycle of all plants throughout the facility. Packagers would need to clock-in and begin working on any of the products needing to be packaged, tagged and get ready for testing. Upon finishing packaging any batches of product the packagers would ensure that all finished products are compliant and placed in quarantine to await testing. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 14 Extractors would need to clock in and begin working and preparing all raw mat erial for whatever extraction method is on the production schedule. The Extractors are responsible for maintaining and cleaning the extraction equipment. This bulk cannabis material would then be prepared for testing and quarantined. Delivery drivers are expected to ensure all cars are gassed, cleaned and ready to be deployed. They are then required to log into the designated delivery system to map routes, verify delivery schedules and attend a pre -shift meeting to receive additional instructions for initial delivery routes. Pack vehicles with daily wholesale deliveries. Sales Associates will ensure all sample displays at “The Grove” and sales stations are clean, properly arranged and ready for customer interactions. Retail associates are required to familiarize themselves with menu changes and specials. They are expected to attend a pre-shift meeting. An associate will then retrieve and verify cash drawers from a manager and fill out a designated form verifying receipt of the cash drawer. The Product Inventory Specialist opening duties include clocking-in, picking and packing products into appropriate totes. Ensure all delivery orders are verified, assembled, secured and ready for delivery drivers. Cultivation / Production Managers would be responsible for overseeing the personnel in their respective departments. They would need to ensure all raw materials, ingredients, packaging, and production schedules are on track for the week. Daily Closing Procedures All employees are required to exit the premises no later than 10:30pm. At 9:57pm a manager will inform the external security guard to begin external patrol to ensure all perimeter entrances are locked up for the evening. Then the manager will lock the main entrance door. These procedures include but are not limited to ensuring the clients information is all accurately updated and complete, all sales are entered properly into the POS system, the premises is properly sanitized, cleaned and ready for regular retail operations for the next day. All employees would be responsible for reconciling their respective reports through Blaze for the evening and remit them to the applicable managers. Pruners, Trimmers, Harvesters Transplanters, Packagers, Extractors and Product Inventory Specialists are required to clock out and ensure their work space are properly sanitized, cleaned and ready for regular retail operations for the next day. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 15 Product Inventory Specialists are required to remove all overflow inventory and return them to the safe room. Ensure that all inventory items are accounted for and a manual inventory is verified. All discrepancies after reconciliation of physical inventory and POS reports are subject to audit and State agencies would be notified within 24 hours in accordance with City and State regulations. A security Guard is required to ensure all customers are no longer in the premises, all entries are locked and secured no later than 10:00pm. A security guard is then required to commence a final walkthrough of the overflow parking lot, parking garage, ensuring all litter is removed from the entrances and exit gate is locked. Perform a final walkthrough of the covered parking garage, making sure all clients have left and the garage is free of any litter. Managers are required to count, reconcile and secure all cash, receipts and inventory in the safe room or designated area. They must ensure all designated reports are properly run, reconciled and closed out. All cameras must be reviewed to ensure there are no loiterers or lingering employees on premises. They must ensure all employees have completed closing duties and have accurately clocked out. The delivery drivers closing duties will be the same whether they finish during normal business hours or after hours. However, if the drivers are leaving the premises after normal business hours, they will leave with the larger group of workers to ensure the highest safety protocols. Upon closing, delivery drivers must close out and report reports calculating sales, cash collected, and debit payments received. They must accurately count and verify cash, debit and credit receipts then turn in cash, receipts and designated reports to the manager in a timely manner. They must ensure their car is cleaned and secured. 1.6 DAILY OPERATIONS. WITH AS MUCH DETAIL AS POSSIBLE, THE BUSINESS PLAN SHOULD DESCRIBE THE DAY TO DAY OPERATIONS WHICH MEET INDUSTRY BEST PRACTICES. THIS SHOULD INCLUDE AT A MINIMUM THE FOLLOWING CRITERIA FOR EACH PERMIT TYPE. DISTRIBUTION 1.7 FULLY DESCRIBE THE DAY TO DAY OPERATIONS *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 16 The Apiary is proposing a distribution operation at our Microbusiness facility, which is required for picking up and transporting raw materials for our manufacturing operations and selling finished packaged products to other dispensaries in the State of California. We will strictly adhere to all rules, requirements and regulations regarding the shipment of cannabis to licensed manufacturers, dispensaries and delivery (non -storefront retailers) within California as they are created and modified by City and State legislators. No deviation from those rules will be tolerated or allowed. The Apiary will comply with the following operating requirements: ● A cannabis distribution facility will only procure, sell, or transport can nabis or products that are packaged and sealed in tamper-evident packaging that uses a unique identifier, such as a batch and lot number or barcode, to identify and track the cannabis or cannabis products. ● A cannabis distribution facility will maintain a database and provide a list of the individuals and vehicles authorized to conduct transportation on behalf of the cannabis distribution facility to the City Manager or designee. ● Individuals authorized to conduct transportation on behalf of the cannabis distribution facility will have a valid California Driver’s License. ● Individuals authorized to conduct transportation on behalf of the cannabis distribution facility will undergo a fingerprint-based criminal history records check conducted by the Fresno Police Department and will not have been convicted of an offense listed in the Municipal Ordinance. ● Individuals transporting cannabis or cannabis products on behalf of the cannabis distribution facility will maintain a physical copy of the transportation request (and/or invoice) and will make it available upon request of agents or employees of the City requesting documentation. ● During transportation, the individual conducting transportation on behalf of the cannabis distribution facility will maintain a copy of the cannabis distribution facility’s cannabis facility regulatory permit and will make it available upon request of agents or employees of the City requesting documentation. ● A cannabis distribution facility will only transport cannabis or cannabis products in a vehicle that is (a) insured at or above the legal requirement in California, (b) *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 17 capable of securing (locking) the cannabis or cannabis products during transportation, and (c) capable of being temperature controlled if perishable cannabis or cannabis products are being transported. ● All deliveries would be verified prior to releasing the product. State licenses, payment terms and METRC information would need to be up -to-date prior to dropping the product off. As our business footprint forms in the State of California, we will ensure that we have an effective distribution operation. The underlying policies, practices and procedures that govern how this business is compliantly controlled and managed is the foundation upon which we will realize this businesses growth and opportunities. 1.7.1 CRITERIA FOR DISTRIBUTION OPERATIONS 1.7.1.i. IDENTIFY THE NUMBER OF DELIVERY DRIVERS , HOURS OF DELIVERY AND VEHICLES TO BE USED. 1. The hours of delivery for the distribution will be from 6:30am-9:30pm 2. Initially the distribution will launch with one full time driver, three to four part time drivers and one Mercedes Benz ESprinter electric cargo van 3. The Mercedes Benz ESprinter electric cargo van will be insured at or above the legal requirement in California 1.7.1.ii. DESCRIBE THE TRANSPORTATION SECURITY PROCEDURES 1. All drivers will be required to obtain and at all times when they are driving possess their motor carrier permit pursuant to Chapter 2 (commencing with section 34620) of Division 14.85 of the Vehicle Code 2. The cargo van will be equipped with: ○ A security cage surrounding the cargo area ○ A GPS tracking device ○ Cameras in the drivers cab, cargo area and external cameras providi ng 360 degree security monitoring with all cameras live streaming back to the microbusiness’ security room monitors and DVR’s ○ A drop safe in the caged cargo area for cash drops ○ A mini dry freezer *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 18 3. Individuals transporting cannabis or cannabis products on behalf of the cannabis distribution facility will maintain a physical copy of the transportation request (and/or invoice) and will make it available upon request of agents or employees of the City requesting documentation. 4. During transportation, the individual conducting transportation on behalf of the cannabis distribution facility will maintain a copy of the cannabis distribution facility’s cannabis facility regulatory permit and will make it available upon request of agents or employees of the City requesting documentation 5. Distribution delivery steps consist of: ○ Preparing a delivery manifest for the products in transit and the destination retail or distribution locations ○ The ESprinter is stocked with the inventory for the current manifested delivery run ○ The driver loading area garage door is then opened allowing our distribution driver to pull out and into the fenced alleyway ○ Once the driver has pulled into the fenced alleyway and is clear of the garage door, the garage door is closed ○ Once the garage door is completely closed the iron gate leading to Butler Ave is opened allowing the driver to pull out of the alleyway and onto Butler ○ Once the driver has exited the alleyway and is clear of the iron gate, the gate is then closed ○ We ask our driver to provide all our clients with at least a thirty minute heads up prior to their arrival, if they are closer than thirty minutes away try to call before leaving or otherwise do the best the situation allows for ○ We then ask the driver to provide a 5 minute heads up so the customer can prepare for their immediate arrival at which time the driver also finalizes i. The part of the building they are to approach and park or enter from ii. What employee they should anticipate meeting them once they arrive ○ Upon arriving the driver needs to make visual confirmation that the right employee is waiting for them and that the place to park is completely secured ○ The driver then checks in on the Blaze POS that they have arrived at their specific destination before exiting the vehicle *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 19 ○ The driver then exits the vehicle, verifies the inventory loading area and unloads the current manifested cargo from the van onto a mobile inventory cart ○ The driver then wheels the mobile inventory cart to the drop off point and verifies the manifest with an onsite employee of the retail or distribution business ○ The driver would then offer to help count and itemize the drop off with an employee of the distribution or retail ○ Once the drop is verified as accurate and complete the driver will eithe r; i. Collect cash, furnish a handwritten receipt, sign any relevant invoice the counterparty requires signature on, have the counterparty sign our invoice and inform the retailer or distributor that an email receipt will be sent as well. Verify in METRC the order has been picked up. Return to the cargo van and deposit any cash into the framed safe contained in the cargo area ii. Furnish the paperwork outlining the terms for the retailer or distributor to sign. Sign any relevant invoices from the counterparty and make sure they sign ours. Verify in METRC the order has been picked up. Collect available cash from prior term agreements, furnish a handwritten receipt for cash collected then return to the cargo van and deposit any cash in a framed safe contained in the cargo area ○ Once all cash has been deposited in the safe and the cargo area has been locked, the driver will return to their cab, google maps their next delivery destination and repeat the delivery steps 6. Once all deliveries are complete the driver will re turn to the microbusiness, alerting them with a five minute heads up that they will be arriving soon 7. Once the driver arrives the iron gate separating the Butler entrance from the alleyway will be opened allowing the driver to pull into the alleyway. Once the driver has pulled into the alleyway the iron gate is closed. Once the iron gate is completely closed the garage door to the driver loading area will open allowing the driver to pull in and then the garage door is closed behind them 8. A manager will perform a visual check to confirm the cargo area is free of all inventory and then unload all cash from the drop safe in the cargo area into a cash satchel *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 20 9. The cash satchel will be tagged for its date, time and driver ID then deposited in the drop box located in the security room that deposits the cash into receptacles next to the safes in the vault room 7.1.1.iii. DESCRIBE HOW INVENTORY WILL BE RECEIVED, PROCESSED, STORED, AND SECURED IN THE PERMITTED PREMISES. Inventory Receiving 1. All inventory in route to our microbusiness location will have an up to date manifest in the track and trace system and will alert our location via phone of their arrival at least 30 minutes prior to their projected arrival time 2. We then ask the driver in route to our location to alert us five minutes prior to their arrival at which time a designated employee will make sure they are in position to open the automatic sliding security gate 3. All inventory will first be received into our fenced and gated work alley on the west side of the building via Butler Ave by opening the security gate from the inside of the building via an electronic switch 4. Once the distribution vehicle has pulled into the fenced alley the security gate is closed behind them 5. Once the security gate leading to Butler is closed, the garage door to the driver loading area is opened using an automatic switch allowing the distribution vehicle to park inside 6. Once the distribution vehicle parks inside in the instructed parking stall the garage door to the driver loading area is closed 7. The product is unloaded onto an inventory cart/s and lifted out of the truck bay via a lift gate into the distribution verification desk in the secured loading area 8. The contents are then unloaded from the distribution boxes, itemized and counted in front of the driver who is able to witness the count through a window from the driver loading area and via cameras which are located over the counting area whose monitors are also available to be seen from the driver loadi ng area 9. Once the totality of the order has been confirmed as accurate, the order is picked up in METRC via the manifest *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 21 10. If the order is not accurate the relevant licensee will be immediately notified and the manifest will be adjusted to reflect the accurate current count in METRC prior to being picked up 11. Once the product is picked up in METRC the distribution driver will be issued either; ● Cash ● An accounts payable statement detailing items and terms signed by an owner or accounts payable manager 12. The driver will then sign our invoice and we will sign the drivers 13. The driver will then return to their vehicle 14. The garage door will then be opened allowing the distribution driver to pull out of the driver loading area and into the fenced secured alleyway 15. Once the driver has exited the truck bay and is clear of the garage door, the garage door is closed 16. Once the garage door is completely closed the security gate is opened allowing the driver to exit the gated alley and enter onto Butler Ave 17. As soon as the driver has exited and is clear of the security gate, the security gate will be closed via the same switch they were originally allowed in with 18. Using Blaze we will print a new UID in the form of distribution bar code stickers for our tracking and compliance with METRC 19. The bar code stickers will then be added to the bulk inventory or applied to the boxes of individual products and scanned 20. The product that was just taken in would then be added to our inventory system which would assign a specific position in the inventory vault to store the product 21. The specific position in the vault would be listed on an additional tag which would be printed and attached to the batch 22. The door to the Transfer Room would then be unlocked allowing access *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 22 23. The product will then be moved into our Transfer Room where it will be placed until closing in the appropriate section 24. At closing the vault itself is opened and the products/batch are placed in their assigned specific positions in the vault 25. As each distinct product is placed in its assigned specific position the product location is logged in the inventory system confirming its in the correct position 26. Once all product held in the Transfer Room has been stored in its assigned specific location in the vault, and said location in the vault has been confirmed in the inventory system, the vault door is to be closed and locked 27. Once the vault door is locked, the Transfer Room is to be cleaned, sanitized, swept and then locked upon exiting Inventory Storage 1. Overnight all inventory will be stored in the vault room in a assigned product location which is generated and tracked by our inventory system 2. At the beginning of each day the door leading to the Transfer Room and the vault door will be unlocked 3. The vault door will remain unlocked for the first fifteen minutes of operations in which the employees will take all inventory on the daily itinerary and remove it from the vault itself and place it in the Transfer Room 4. The inventory will be divided in the Transfer Room into four sections: ● Quarantine- Products or batches that still have to be tested from whom sampling from a licensed testing facility employee still needs to occur ○ Each day the itinerary denotes whether or not a testing lab employee will arrive that day to collect samples and what inventory those samples need to be pulled from. All inventory representing those batches and products will then be set into the quarantine area where upon arrival of the testing lab employee they will be led to said area and allowed to perform their random sampling ○ If no testing lab employees are scheduled for arrival that day then the only products or batches assigned to the quarantine section would be batches/products taken in from third parties during the business day (which have not been tested) or from the cultivation or manufacturing section of the microbusiness *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 23 ● Batches- Product that has yet to be individually portioned but has already passed testing requirements in its batch form with a relevant COA furnished (flower or concentrates that are ready for individual portioning) ○ This is where all batches taken in during the business day, that have already passed testing in their final form are stored ● Individual Products- Products that have been individually portioned, packaged and passed testing in their batch form but have not yet been tested and passed in their packaged final form ○ This is where all individually portioned products taken in during the business day from third parties, which have already passed batch testing but who have not been tested in their packaged final form ● Retail Ready Products- Products that have been individually portioned, passed all compliance testing, externally packaged with compliant packaging, accurately labeled for resale (product in its final form fully compliant and ready for transfer to retail), checked into our Blaze POS system and hence logged into the METRC track and trace system ○ This is where all retail ready product slated for delivery to retail or other distributors is stored for the day ○ This is where all retail ready product taken in from other third party distributors is stored 5. Once all inventory detailed in the daily itinerary is moved from the vault room to the Transfer Room the vault door is then closed and locked 6. Once the vault door is locked the Transfer Room door is closed and locked until work is ready to commence on inventory or a testing lab employee is ready to collect samples 7. Once a testing lab employee is ready to collect samples: ● The manager unlocks the Transfer Room and locates the relevant inventory ● The testing lab employee is then left to perform their randomized sampling free of any interference, while the manager waits outside and watches the cameras from a mobile monitor ● Once the testing lab employee is done with their sampling the manager double checks to ensure they have pulled samples from all the batches and products outlined in the daily itinerary, once confirmed the manager *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 24 signs off on the samples and receives an invoice from the testing lab employee 8. When inventory packaging is ready to commence: ● The packaging specialist will inform the manager or shift leader they are ready to begin packaging a specific item on the daily itinerary ● The items on the itinerary are to be packaged in the order they are listed ● A manager or shift leader with key access to the Transfer Room will unlock the room and aid in retrieving the relevant inventory ● The inventory will then be verified in METRC before the packaging specialist loads it up on an inventory cart and signs it out as ‘in process of packaging ● The manager will verify the correct inventory was signed out as ‘in process of packaging’ by signing off in the inventory system with their manager key and then they lock the door to the Transfer Room 9. At closing: ● The door to the Transfer Room along with the vault door will be unlocked and opened by a manager ● All inventory will be moved from the Transfer Room and placed in its assigned inventory position in the vault ● Any distillate on the itinerary for packaging the next day will be removed from the dry freezer for thawing and reassigned a new inventory position in the vault 10. The vault will ultimately serve as the secured storage site for all: ● The dried, weighed product from the onsite cultivation ● All finished product from the manufacturing portion of the license ● All product pretesting and posttesting held by the microbusiness license originating from third parties ● Inventory local retailers have us hold to help them avoid holding an ymore on site then is necessary due to their public exposure ● Cultivation tags stored as required by state law for 3 years ● Cash collected from all CCB activities which will be stored in safes inside the vault ● Drop boxes accessible from the security room used for cash drops during business hours in which the vault is locked *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 25 7.1.1.iv. DESCRIBE THE QUALITY CONTROL PROCEDURES DESIGNED TO ENSURE ALL CANNABIS IS PROPERLY PACKAGED, LABELED AND TESTED. Testing 1. All untested product is to be stored in the quarantine A section of the vault, where they are not to be handled or moved until the day a testing lab employee is scheduled to arrive and take samples 2. On the day the testing lab employee is to arrive the untested batches are to be moved from the fully secured vault into the Transfer Room in the quarantine section. These batches are both identifiable by their general location in the vault, and their listing in the daily itinerary notifying the days work crew of their exact location in the vault 3. Once the the testing lab employees arrive and are ready to take samples the manager will locate the designated batches and allow the lab employee time to pick their samples 4. When the testing lab employee is done double check to make sure they have the right and complete set of samples before they depart 5. Update the batch in the inventory system to reflect its been sampled but not yet tested, print out a new tag and attach it to the batch 6. Return the sampled but still untested batches to the vault once the vault is unlocked and open during closing time. The new placement in the vault will be in quarantine B with the specific location contained on the inventory system tag 7. The sampled but untested batches are then to remain untouched in the vault until testing is complete and compliant test results are received from the state certified lab 8. Once the compliant test results are updated in METRC the batch may be; ● Packaged for retail and distributed ● Distributed to a third party distributor ● Used to fill up vape carts (in the case of distillate), the vape carts would then be considered the final form and would require an additional compliance test from a state certified laboratory. They would then be quarantined until the state compliant test results arrived *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 26 ● Used to make prerolls (in the case of trim), the prerolls would then be considered the final form and would require an additional compliance test from a state certified laboratory. They would then be quarantined until the state compliant test results arrived Cash Handling 1. On the microbusiness premises all cash handling is to be performed by a manager on duty 2. Cash held by the microbusiness (not taken in during the current business day or earmarked for purchase of product from a third party supplier that day) is secured inside of safes bolted to the foundation of the fortified vault room which itself is secured with a vault door 3. Cash taken in during business hours is to be logged and handled by a manager on duty who is to load the cash into a cash satchel which is to be labeled with the date, time and driver ID 4. The manager then takes the cash satchel to the security room where a drop box is located. The manager deposits the cash satchel into the drop box and rotates the drop box handle to ensure the cash satchel has dropped into a receptacle on the other end located in the vault room 5. At the end of each day when the vault is opened, the receptacles are emptied of the cash satchels and the cash is pulled out and counted on money counters before being placed in the cash safes and signed off by the manager on duty 6. Cash pulled out of the safes, to make a purchase from a third party supplier, is kept in a safe in the Transfer Room until the cash is supplied to one of our drivers to take off site and purchase from the third party or once the third party arrives and is ready to be payed 7. Cash is only allowed to be taken off site for non CCB purposes with the approval of an owner and by means of armored transport Packaging Packaging Key ● CR= Child Resistant *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 27 ● CDWC= Cannabis Disposal Waste Container ● Primary Panel= The part of the label most likely to be displayed to the consumer at retail. Typically the front or top of the package ● Information Panel= Any other part of the label that is not the primary panel ● COA= Certificate of Analysis (lab report used to ascertain whether or not a product passes the state’s testing thresholds for distribution into the marketplace along with cannabinoid content) Packaging Flower Cannabis 1. Assess the daily work que for what approved batch (approved for distribution by a state certified lab, via passing all testing requirements and a current COA furnished) of cannabis flower needs to be packaged and what packaging it has assigned to it 2. Sanitize the table, chairs and scales in the packaging room 3. Ensure at least half a box of latex gloves are ready in the packaging room, if more gloves are required retrieve them from the storage room 4. Retrieve the packaging material (CR jars, CR cellophane bags, secondary boxes to distribute the jars etc) designated for this packaging run from the storage room 5. Open the external packaging and check to ensure all the packaging has 6. Using an inventory cart available in the storage room, wheel the p ackaging material into the packaging room and place the material on the weighing station table 7. Remove the packaging material from its larger box or bag and ready it for packaging 8. Notify the manager or lead on duty your now ready to enter the Transfer Ro om which they will then unlock 9. Using the same inventory cart now enter the Transfer Room, identify the designated cannabis flower to be packaged and scan the barcode on the batch to verify its identity in METRC *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 28 10. Once the identity has been verified in METRC the batch will be logged in as “in process of packaging” 11. Load the inventory cart up with the logged in batch then the manager or lead on duty will lock the door 12. Wheel the batch to the packaging room where it will be carefully removed from the cart and placed on the weighing station table 13. Once the inventory is on the table push the inventory cart to the side against the wall and close the door to the packaging room 14. Put latex gloves on both hands 15. Weighing will then commence with the required incr ement (1 gram, 3.5 grams, 28 grams etc) being hand weighed to the exact amount down to the hundreth of a gram, then deposited into the relevant jar or cellophane bag and then sealed. 16. Apply a tamper evident sticker to the lid of the container 17. If all flower is weighed out to one increment then at the end of weighing, labeling will begin 18. If multiple increments are weighed from one batch, the weighing and packaging will cease at the end of each increment and labeling will begin 19. Labeling will begin with verifying that the labels being used are accurate with the batch and increment currently packaged 20. The label will then be verified that it includes on its primary panel ● The Apiary Brand ● The product identity-Including strain and farm name ● The universal cannabis symbol ● Net Weight in Metric and US customary units £ CA *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 29 ● Cannabinoid Content by type of cannabinoid and percentage 21.The label will then be verified that it include on its in in formational panel ● The Blaze generated distribution bar code which will help ensure our inventory tracking along with METRC compliance. The Blaze generated distribution code will be our UID number ● Licensee name, and phone number or website ● Date of packaging for retail sale ● The state mandated warning in capital letters; GOVERNMENT WARNING: THIS PACKAGE CONTAINS CANNABIS, A SCHEDULE I CONTROLLED SUBSTANCE. KEEP OUT OF REACH OF CHILDREN AND ANIMALS. CANNABIS MAY ONLY BE POSSESSED OR CONSUMED BY PERSONS 21 YEARS OF AGE OR OLDER UNLESS THE PERSON IS A QUALIFIED PATIENT. CANNABIS USE WHILE PREGNANT OR BREASTFEEDING MAY BE HARMFUL. CONSUMPTION OF CANNABIS IMPAIRS YOUR ABILITY TO DRIVE AND OPERATE MACHINERY. PLEASE USE EXTREME CAUTION. 22. The labels will then be applied to the CR cannabis flower packaging making sure the labels are applied to the proper orientations on the container 23. The Blaze barcode will then be scanned to log the individual item into the METRC system 24. Once all items have been logged into METRC the items will be placed into larger distribution boxes 25. The new retail ready products will then be logged into our inventory tracking system which will then designate an assigned specific location in the vault, which will then be printed on a tag and attached to the external distribution packaging 26. Gloves will then be removed and disposed of into the CDWC 27. The distribution boxes will then be stacked onto the inventory carts and wheeled back to the Transfer Room 28. The manager or lead on duty is then notified and unlocks the door to the Transfer Room *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 30 29. The distribution boxes containing the jars and/or cellophane bags will then be stacked in the retail ready section of the room 30. If there is more cannabis flower in the que for packaging then use the same inventory cart to retrieve the next applicable packaging and repeat the process 31. Once access is no longer needed the manager or lead on duty then locks the door to the Transfer Room 32. Sweep the floors, sanitize the table, chairs and scales in the packaging room 33. If there is no more cannabis flower in the que to package then return the inventory cart to the storage room Packaging Pre Rolls 1. Assess the daily work que for what approved batch (appro ved for distribution by a state certified lab, via passing all testing requirements and a current COA furnished) of cannabis prerolls needs to be packaged and what packaging it has assigned to it 2. Sanitize the table and chairs in the packaging room 3. Ensure at least half a box of latex gloves are ready in the packaging room, if more gloves are required retrieve them from the storage room 4. Retrieve the packaging material (CR glass or CR plastic tubes, CR boxes and distribution boxes) designated for this packaging run from the storage room 5. Using an inventory cart available in the storage room, wheel the packaging material into the packaging room and place the material on the weighing station table 6. Remove the packaging material from its larger box or bag and ready it for packaging 7. Notify the manager or lead on duty your now ready to enter the Transfer Room which they will then unlock *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 31 8. Using the same inventory cart now enter the Transfer Room, identify the designated cannabis prerolls to be packaged and scan the barcode on the batch to verify its identity in METRC 9. Once the identity has been verified in METRC the batch will be logged in as “in process of packaging” 10. Load the inventory cart up with the logged in batch then the manager or lead on duty will then lock the door 11. Wheel the batch to the packaging room where it will be carefully remove d from the cart and placed on the weighing station table 12. Once the inventory is on the table the inventory cart will pushed to the side against the wall and the door to the packaging room will be closed 13. Put on latex gloves 14. Fill the packaging tubes with one preroll each and close the lid or cap 15. Place the preroll tubes into CR boxes that are then sealed 16. Apply a tamper evident sticker to the lid of the container 17. Labeling will begin with verifying that the labels being used are accurate with the batch 18. The label will then be verified that it includes on its primary panel; ● The Apiary Brand ● The product identity-Including strain and farm name ● The universal cannabis symbol ● Net Weight in Metric and US customary units ● Cannabinoid Content by type of cannabinoid and percentage £ CA *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 32 19. The label will then be verified that it include on its in informational panel ● The Blaze generated distribution bar code which will help ensure our inventory tracking along with METRC compliance. The Blaze generated distribution code will be our UID number ● Licensee name, and phone number or website ● Date of packaging for retail sale ● The state mandated warning in capital letters; GOVERNMENT WARNING: THIS PACKAGE CONTAINS CANNABIS, A SCHEDULE I CONTROLLED SUBSTANCE. KEEP OUT OF REACH OF CHILDREN AND ANIMALS. CANNABIS MAY ONLY BE POSSESSED OR CONSUMED BY PERSONS 21 YEARS OF AGE OR OLDER UNLESS THE PERSON IS A QUALIFIED PATIENT. CANNABIS USE WHILE PREGNANT OR BREASTFEEDING MAY BE HARMFUL. CONSUMPTION OF CANNABIS IMPAIRS YOUR ABILITY TO DRIVE AND OPERATE MACHINERY. PLEASE USE EXTREME CAUTION. 20. The packaged cannabis preroll boxes will then be labeled using a labeling machine contained in the packaging room. The labels will then be applied to the CR cannabis preroll packaging making sure the labels are applied to the proper orientations on the container 21. The Blaze barcode will then be scanned to log the individual item into the METRC system 22. Once all items have been logged into METRC the items will be placed into larger distribution boxes, stacked onto the inventory carts and wheeled back to the inventory vault 23. The packaged products will then be logged into our inventory tracking system which will then designate an assigned specific location in the vault, which will then be printed on a tag and attached to the external distribution packaging 24. The manager or lead on duty is then notified and unlocks the door to the Transfer Room 25. The distribution boxes will then be stacked in the “packaged awaiting testing” section of the room 26. If there is more cannabis prerolls in the que for packaging then use the same inventory cart to retrieve the next applicable packaging and repeat the process *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 33 27. Once access to the Transfer Room is no longer needed the manager or lead on duty then locks the door 28. Gloves are then removed and disposed of in the CDWC 29. Sweep the floors, sanitize the table, and chairs in the packaging room 30. If there is no more cannabis prerolls in the que to package then return the inventory cart to the storage room Packaging Concentrates (Excluding Vape Carts) 1. Assess the daily work que for what approved batch (approved for distribution by a state certified lab, via passing all testing requirements and a current COA furnished) of cannabis concentrates needs to be packaged and what packaging it has assigned to it 2. Sanitize the table, chairs and scales in the packaging room 3. Clean and sanitize the Arctic Griddle Ice Cream Roll table then turn the table on. For distillate packaging clean and sanitize the hot plate and 50 shot semi automatic cartridge filler then turn them both on 4. Ensure at least half a box of latex gloves are ready in the packaging room, if more gloves are required retrieve them from the storage room 5. Retrieve the packaging material (CR mini glass jars, FEP sheets, CR shatter boxes, dablicators, CR external boxing and cellophane bags) designated for this packaging run from the storage room 6. Using an inventory cart available in the storage room, wheel the packaging material into the packaging room and place the material on the weighing station table 7. Remove the packaging material from its larger box or bag and ready it for packaging 8. Notify the manager or lead on duty your now ready to enter the Transfer Room which they will then unlock *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 34 9. Using the same inventory cart now enter the Transfer Room, remove the target batch from the dry freezers and scan the barcode on the batch to verify its identity in METRC. In the case of distillate the batch will be pulled the night before in order to provide time for the batch to thaw prior to packaging 10. Once the identity has been verified in METRC the batch will be logged in as “in process of packaging” 11. Load the inventory cart up with the logged in batch and wheel it to the packaging unit where it will be carefully removed from the cart and placed on the Arctic Chill Ice Cream Roll Table for concentrates or the hot plate for distillate packaging ● The Arctic Chill Ice Cream Roll Table is used to keep the concentrate at a temperature where the gassing off of terpenes is minimized and to help packaging be more efficient ● The hot plate is used to reduce the viscosity of the distillate enabling terpenes to be homogenized in. The reduced viscosity also enables packaging to be much more efficient and accurate 12. Once the inventory is on the table push the inventory cart up against the wall and close the door to the modular unit 13. Put latex gloves on both hands 14. Once the viscosity of the distillate is reduced to a level where it can be hand stirred with ease, the designated and pre portioned terpenes will be added to the distillate batch. The homogenizer will then be used to mix in the terpenes for a minimum of 10 minutes 15. Weighing will then commence for non distillate concentrates with the designated increment (.5 gram, 1 gram) being weighed out exactly to the hundreth on the scales nearest the Arctic Chill Table, then deposited (using a pharmaceutical grade applicable tool) into the packaging material which is then closed. A tamper evident sticker is then applied to the lid of the container, the container is placed into its external packaging and then sealed 16. Distillate based concentrates will not be weighed inste ad its portions are measured by the 50 shot vape cartridge filler down to the exact milliliter. The 50 shot draws distillate out of the batch jar where it is then dispensed in exact .5 milliliter and 1 milliliter increments into the dablicators, or mini gl ass jars which are then placed into their external packaging and sealed. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 35 17. If all concentrate from the batch is weighed out to one increment, then at the end of weighing labeling will begin 18. If multiple increments are weighed from one batch the weighing an d packaging will cease at the end of each increment and labeling will begin 19. Labeling will begin with verifying that the labels being used are accurate with the batch 20. The label will then be verified that it includes on its primary panel; ● The Apiary Brand ● The product identity-Including strain and farm name ● The universal cannabis symbol ● Net Weight or volume in Metric and US customary units ● Cannabinoid Content by type of cannabinoid in milligrams 21. The label will then be verified that it include on its in informational panel ● The Blaze generated distribution bar code which will help ensure our inventory tracking along with METRC compliance. The Blaze generated distribution code will be our UID number ● Licensed manufacturer’s name, and phone number or website ● Date of manufacturing/packaging ● Instructions for use ● Batch or lot number ● The state mandated warning in capital letters; GOVERNMENT WARNING: THIS PRODUCT CONTAINS CANNABIS, A SCHEDULE I CONTROLLED SUBSTANCE. KEEP OUT OF REACH OF CHILDREN AND ANIMALS. CANNABIS PRODUCTS MAY ONLY BE POSSESSED OR CONSUMED BY PERSONS 21 YEARS OF AGE OR OLDER UNLESS THE PERSON IS A QUALIFIED PATIENT. THE INTOXICATING EFFECTS OF CANNABIS PRODUCTS MAY BE DELAYED UP TO TWO HOURS. CANNABIS USE WHILE PREGNANT OR BREASTFEEDING MAY BE HARMFUL. CONSUMPTION OF £ CA *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 36 CANNABIS PRODUCTS IMPAIRS YOUR ABILITY TO DRIVE AND OPERATE MACHINERY. PLEASE USE EXTREME CAUTION. 22. The packaged concentrates will then be labeled using a labeling machine contained in the packaging room. The labels will then be applied to the CR cannabis concentrate packaging making sure the labels are applied to the proper orientations on the container 23. The Blaze barcode will then be scanned to log the individual item into the METRC system 24. Once all items have been logged into METRC the items will be placed into larger distribution boxes 25. Remove your gloves and dispose of them in the trash marked CDWC 26. Stack distribution boxes full of packaged concentrates onto the inventory carts and wheel back to the Transfer Room 27. The packaged products will then be logged into our inventory tracking system which will designate an assigned specific location in the vau lt, which will then be printed on a tag and attached to the external distribution packaging 28. The manager or lead on duty is then notified and unlocks the door to the Transfer Room 29. The packaged concentrates are stored in dry freezers marked ‘packaged awaiting testing’ in the Transfer Room 30. If there are more concentrates in the que for packaging then use the same inventory cart to retrieve the next applicable packaging and repeat the process 31. Once access to the Transfer Room is no longer needed the manage r or lead on duty then locks the door 32. Sweep the floors, sanitize/clean the Arctic Chill table or hot plate, chairs, and scales (for non distillate concentrates) in the packaging room 33. If there is no more cannabis concentrates in the que to package then return the inventory cart to the storage room *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 37 Packaging Vape Carts 1. Assess the daily work que for what approved batch of vape carts needs to be packaged and what packaging it has assigned to it 2. Sanitize the table and chairs in the packaging room 3. Ensure at least half a box of latex gloves are ready in the packaging room, if more gloves are required retrieve them from the storage room 4. Retrieve the packaging material (CR boxes and tubes along with distribution boxes to store the packaged box units) designated for this packaging run from the storage room 5. Using an inventory cart available in the storage room, wheel the packaging material into the packaging room and place the material on the weighing station table 6. Remove the packaging material from its larger box or bag and ready it for packaging 7. Notify the manager or lead on duty your now ready to enter the Transfer Room which they will then unlock 8. Using the same inventory cart now enter the cannabis inventory vault, identify the designated batch of vape carts to be packaged and scan the barcode on the batch to verify its identity in METRC 9. Once the identity has been verified in METRC the batch will be logged in as “in process of packaging” 10. Load the inventory cart up with the logged in batch and whee l it to the packaging unit where it will be carefully removed from the cart and placed on the weighing station table 11. Once the inventory is on the table the inventory cart is pushed to the side up against the wall and the door to the modular unit will be c losed 12. Put latex gloves on both hands 13. Fill the packaging tubes with one vape cart each and close the lid or cap *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 38 14. Place the vape tubes into CR boxes then seal them 15. Apply a tamper evident sticker to the lid of the container 16. Labeling will begin with verifying that the labels being used are accurate with the batch 17. The label will then be verified that it includes on its primary panel; ● The Apiary Brand ● The product identity-Including strain and farm name ● The universal cannabis symbol ● Net Weight or volume in Metric and US customary units ● Cannabinoid Content by type of cannabinoid in milligrams 18. The label will then be verified that it include on its in informational panel ● The Blaze generated distribution bar code which will help ensure our inventory tracking along with METRC compliance. The Blaze generated distribution code will be our UID number ● Licensed manufacturer’s name, and phone number or website ● Date of manufacturing/packaging ● Instructions for use ● Batch or lot number ● The state mandated warning in capital letters; GOVERNMENT WARNING: THIS PRODUCT CONTAINS CANNABIS, A SCHEDULE I CONTROLLED SUBSTANCE. KEEP OUT OF REACH OF CHILDREN AND ANIMALS. CANNABIS PRODUCTS MAY ONLY BE POSSESSED OR CONSUMED BY PERSONS 21 YEARS OF AGE OR OLDER UNLESS THE PERSON IS A QUALIFIED PATIENT. THE INTOXICATING EFFECTS OF CANNABIS PRODUCTS MAY BE DELAYED UP TO TWO HOURS. CANNABIS USE WHILE PREGNANT OR BREASTFEEDING MAY BE HARMFUL. CONSUMPTION OF CANNABIS PRODUCTS IMPAIRS YOUR ABILITY TO DRIVE AND OPERATE MACHINERY. PLEASE USE EXTREME CAUTION. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 39 19. The packaged vape carts will then be labeled using a labeling machine contained in the packaging room. The labels will then be applied to the CR cannabis vape packaging making sure the labels are applied to the proper orientations on the container 20. The Blaze barcode will then be scanned to log the individual item into the METRC system 21. Once all items have been logged into METRC the items will be placed into larger distribution boxes 22. Remove your gloves and dispose of them in the trash marked CDWC 23. Stack distribution boxes full of packaged concentrates onto the inventory carts and wheel back to the inventory vault 24. The packaged products will then be logged into our inventory tracking system which will then designate an assigned specific location in the vault, which will then be printed on a tag and attached to the external distribution packaging 25. The manager or lead on duty is then notified and unlocks the door to the Transfer Room 26. The packages will then be stocked in the section of the Transfer Room labeled “packaged awaiting testing” 27. If there is more cannabis vape carts in the que for packaging then use the same inventory cart to retrieve the next applicable packaging and repeat the process 28. Once access to the Transfer Room is no longer needed the manager or lead on duty then locks the door 29. Sweep the floors, sanitize/clean the table and chairs in the packaging room 30. If there are no more cannabis vape carts in the que to package then return the inventory cart to the storage room *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 40 MANUFACTURING 1.8.1 CRITERIA FOR MANUFACTURING OPE RATIONS 1.8.1.i. IDENTIFY ALL CANNABIS PRODUCTS MANUFACTURED WITHIN THE PERMITTED PREMISES The following is a list of products slated to be manufactured on the Apiary microbusiness premises: ● Prerolls ● Vape Carts ● Ice Hash ● Rosin 1.8.1.ii. DESCRIBE QUALITY CONTROL PROCEDURES Apiary is committed to the highest standards of quality control for our manufactured products, as such we employ industry best practices including but not limited to; ● Pre manufacturing- We test all input material batches with a state certified cannabis testing lab to ensure the material is compliant prior to manufacturing ● All manufacturing takes place in a sterile environment (wiped clean by iso alcohol after each use) either in the packaging room (in the case of prerolls and vape carts) or in the extraction room (in the case of rosin and ice hash) ● Manufacturing employees are to wear latex gloves at all times while handling and/or manufacturing product ● The proposed HVAC units the Apiary will employ to cool and filter the packaging/extraction rooms air will use positive -pressure, hospital-grade, HEPA-filtered systems. These systems will ensure no airborne contaminants adulterate any manufacturing products or processes, while also mitigating the release of odors into the greater building *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 41 ● All manufacturing is to be performed on equipment which has been properly cleaned, sanitized and had routine maintenance performed in accordance with the equipment manufacturers guidelines ● Post manufacturing- We test all batches with a state certified cannabis testing lab to ensure they are compliant prior to packaging 1.8.1.iii. DESCRIBE INVENTORY CONTROL PROCEDURES Apiary is committed to best practices as it relates to inventory controls including but not limited to: ● A fully secured vault which remains locked during business hours, except for the first 15 minutes and last 15 minutes of each business day. The vault holds all inventory for the manufacturer that isn’t designated in the daily itinerary for manufacturing ● Inventory access controls that require managers to unlock the transfer room to provide access to inventory for the sake of manufacturing ❖ Employees are unable to access inventory without a manger first unlocking the transfer room ❖ The manager then helps the employee locate the relevant inventory ❖ The employee and manager verify the batches accuracy in METRC ❖ The manager then verifies in our inventory system that the employee has logged the material as “in process of man ufacturing” ● Premises that are monitored and recorded 24/7 by high end security cameras outfitted with microphones. The security cameras allow Apiary management to track all inventory movement via the camera system and reconcile any discrepancies against the visual and auditory records. All surveillance records will be stored and kept for at least 90 days after the date of recording ● All records related to input material volume compared with output material volume will be kept for a minimum of three years and audited weekly to ensure consistency. The goal being to have consistent yields and a loss rate as close to zero as possible ● All working materials that come into contact with cannabis material are to be either sanitized after each use or disposed of in the CDWC *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 42 1.8.1.iv. DESCRIBE THE EXTRACTION PROCESS, EQUIPMENT AND ROOM IN WHICH EXTRACTIONS WILL BE CONDUCTED All extraction will take place in the extraction room using either: ● Icon V-200 ❖ Used to extract/manufacture high end solventless ice water hash ❖ 150 gallon continuous flow system with a wet biomass throughput of up to 25lbs/6minutes ❖ The Icon V-200 has the ability to produce over 10,000 grams of ice hash concentrate per hour ❖ Foodgrade Rated ● The NugSmasher® Pro Rosin Extraction System ❖ Used to extract/manufacture high end solventless Rosin from ice water hash and flower ❖ 20 tons of pneumatic controlled pressure with precise pressure gauge and 7”x 10” heat plates with 3 heaters in each plate for consistent temp control ❖ Throughput of as much as 115 grams per press ❖ Standard installed heaters are 160W ea (480W per plate total ), which allows the unit to warm up to useable temps in as little as 5 – 10 minutes and also allows the unit to operate on less than 9 amps of power ❖ The NugSmasher® Pro Rosin Extraction System is capable of producing over 700 grams of high end rosin per hour *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 43 1.8.1.v. PROVIDE DETAIL AS TO WHETHER THE EXTRACTION EQUIPMENT HAS BEEN REVIEWED AND CERTIFIED BY A PROFESSIONAL ENGINEER OF CERTIFIED INDUSTRIAL HYGIENIST. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 44 1.8.1.vi. DESCRIBE THE SANITATION PROCEDURES. All surfaces and equipment are cleaned at the beginning, throughout and end of day. All utensils and containers are immediately washed and sanitized using an industrial dishwasher after use. The dishwasher is checked weekly using test strips to ensure that the dishwasher is at proper chemical and microbial levels. It also undergoes maintenance once a month and receives a report from the maintenance company in order to better track the levels. The premises undergo a deep cleaning weekly. All cannabis comes from state licensed growers with CoA’s and inspected upon arrival to ensure it is what it is said to be. Upon receiving cannabis, it is placed into the freezer in a vacuum sealed container to hinder any bacterial growth. Upon use it is taken out of the freezer, extracted and placed in a refrigerator, until it is ready to be bottled in the final packaging. If receiving already extracted cannabis material, it is processed and housed in a refrigerator. All non-cannabis ingredients are kept in air tight containers while awaiting use. The grounds are maintained weekly by a landscaping company chosen by the association. External pest control is also maintained by the association. If there is a need for internal pest control, all products used are organic an d food safe. Before and after use each component and piece of equipment is visually inspected and thoroughly cleaned. The filler is fully taken apart after used, cleaned and sanitized after each use. All blending tools are dismantled, cleaned and sanitized using the dishwasher after each use. All clean components are stored on a sanitized drying rack after going through a dishwashing cycle. In an effort to keep The Apiery’s employees healthy and safe, The Apiery provides masks, gloves and does temperature checks prior to employees entering the facility. If an employee is exhibiting any symptom including but not limited to fever, cough, diarrhea, etc. the employee is asked to stay home until no longer exhibiting those symptoms. If an employee has open lesions, boils, cuts, rashes, scrapes, etc., that must be uncovered, that employee is excluded from manufacturing operations until their health condition is corrected in accordance with the requirements of Health and Safety Code section 113949.2(b). All employees are required to put a hairnet on before entering the production or packaging area. Upon entering the product or packaging areas, employees are required to wash their hands in the designated handwashing sink and then put gloves on. All employees must wear close toed shoes when in the facility. All personal belongings are kept outside of the production and packaging areas in either lockers or at their desks. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 45 CULTIVATION *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 46 1.9.1 CRITERIA FOR ALL CULTIVATION OPERATIONS All cultivation will take place in compliance with the applicable city and state regulations and any other regulations or requirements that the city or state may mandate from time -to-time. The cultivation manager will ensure that the Company will not use any non -organic pesticide in the cultivation of marijuana. All cultivation will be consistent with U.S. Department of Agriculture organic requirements the cultivation manager will ensure that any soil for cultivation will meet the U.S. Agency for Toxic Substances and Disease Registr y’s Environmental Media Evaluation Guidelines for residential soil levels. The cultivation manager will ensure that the Company will use best practices to limit contamination, including but not limited to mold, fungus, bacterial diseases, rot, pests, non - organic pesticides, mildew, and any other contaminant identified as posing potential harm. Cultivation Rooms The cultivation rooms are the responsibility of the cultivation manager, and they include: ● Seed/Clone Room: The Seed/Clone Room is where new plants will be created from the cuttings of already existing plants for the production of previously existi ng strains. It is also where seeds will be grown into new plants when creating new strains with specific properties not currently in existence. Plants will stay in this room for approximately 7 weeks during their earliest stages of development. The tasks which will be completed in this room are as follows: ● Containers that will hold plants will be cleaned and sterilized to prevent infection, mold, parasites, etc.; ● Containers will be filled with the growing medium as designated by the cultivation manager and the filled containers will be prepped for planting; ● Cuttings or Seeds will be planted into the containers as directed by the cultivation manager; ● Plants will be watered and tended as specified by the cultivation manager, with specific schedules differing by a strain of plant. This will include any treatments such as the addition of soil nutrients or the application of medicinal and protective sprays; ● The growth of each plant will be cataloged, and each plant will be examined repeatedly for any signs of disease, mold, parasites, etc.; ● Soil and air quality, temperature, humidity levels, etc. will be monitored and adjusted as needed; *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 47 ● Environmental conditions for this room should be maintained at the following levels: a. Temperature: 80° Fahrenheit b. Humidity: 50-55% c. Air Pressure: Neutral d. Water: Filtered e. CO2: 225-300 ppm ● This room will be equipped with: a. Order mitigation systems for odor reduction b. Floor drain for cleaning and sanitation c. Wall mounted fans for air circulation d. Grow lights ● Mother Rooms: The Mother Room is where the plants from whom cuttings (see Seed/Clone Room above) are taken will be grown and stored. They will be kept segregated by strain in order to preserve the purity of each strain. Plants here will be watered and tended in accordance with the direction of the cultivation manager, who will take each plants strain into account when assigning plant care re quirements. The tasks to be completed in this room are as follows: ● Plants will be watered and tended as specified by the cultivation manager, with specific schedules differing by a strain of plant. This will include any treatments such as the addition of soil nutrients or the application of medicinal and protective sprays; ● The growth of each plant will be cataloged, and each plant will be examined repeatedly for any signs of disease, mold, parasites, etc.; ● Soil and air quality, temperature, humidity levels, etc. will be monitored and adjusted as needed; ● Plants will be trimmed and maintained to the cultivation manager’s specifications, with an eye towards producing the healthiest and most potent clones; ● Clones will be cut from plants for implantation in the clone room; and ● Environmental conditions for this room should be maintained at the following levels: a. Temperature: 80° Fahrenheit *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 48 b. Humidity: 50-55% c. Air Pressure: Neutral d. Water: Filtered e. CO2: 225-300 ppm ● This room will be equipped with: a. Order mitigation systems for odor reduction; b. Floor drain for cleaning and sanitation; and c. Wall mounted fans for air circulation. d. UV scrubber for air quality e. Grow lights ● Vegetation Rooms: The Vegetation Room is where marijuana plants in their vegetative state will be stored and tended. Plants will move in and out of the Vegetative Rooms for periods of about 12 -14 days every 7 weeks. The tasks to be completed in these rooms are: ● Transplanting plants from their smaller Clone Room containers into their larger growth containers. This includes cleaning and sanitizing containers and preparing the growing medium; ● Transplanting plants into and out of the Vegetative Room from and into the Clone Room and Flowering Room; ● Tending to each plant’s needs. This shall include watering the plant and monitoring soil and air quality. It also includes monitoring temperatures, humidity, etc. and adjusting as needed for maximum plant yield and efficacy; ● Inspecting plants for illness, parasites, mold, etc. and applying foliar and preventative sprays to prevent crop contamination; ● Flushing the growing medium of the plants; and ● Environmental conditions for this room should be maintained at the following levels: a. Temperature: 78-82° Fahrenheit b. Humidity: 50-55% c. Air Pressure: Neutral d. Water: Filtered e. CO2: 1000-1450 ppm ● This room will be equipped with: *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 49 a. Order mitigation systems for odor reduction; b. Floor drain for cleaning and sanitation; and c. Wall mounted fans for air circulation. d. UV Scrubber for air quality e. Grow lights ● Flowering Rooms: The Flowering Rooms are where marijuana plants in the flowering stage will be stored and tended. Plants will be moved in and out of these rooms as needed depending upon their stage of development. The tasks to be completed in these rooms are as follows: ● Transplanting plants out of the Vegetation Rooms; ● Tending to each plant’s needs. This shall include watering the plant and monitoring soil and air quality. It also includes monitoring temperatures, humidity, etc. and adjusting as needed for maximum plant yield and efficacy; ● Inspecting plants for illness, parasites, mold, etc. and applying pesticides, fungicides and preventative sprays to prevent crop contamination; ● Trimming, defoliation, staking and manicuring each plant as needed; ● Harvesting the cultivation batches and transferring to the Cure Rooms. ● Environmental conditions for this room should be maintained at the following levels: a. Temperature: 78-82° Fahrenheit b. Humidity: 50-55% c. Air Pressure: Neutral d. Water: Filtered e. CO2: 1000-1450 ppm ● This room will be equipped with: a. Order mitigation systems for odor reduction; b. Floor drain for cleaning and sanitation; and c. Wall mounted fans for air circulation. d. UV Scrubber for air quality e. Grow lights Harvest Procedures *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 50 When the cultivation manager designates a cultivation batch to be harvested cultivation team members will harvest an entire cultivation batch at the same time. Cultivation batches will be kept separate from other cultivation batches. ● All Harvests will begin in the Growing Room and will follow the following procedure: ● The cultivation batch will be identified and segregated from all other plants; ● Each plant will be cut at the stalk 2 inches below the lowest branch; ● Under the direction of the cultivation manager, the plants will be transferred to the Dry Room where the entire batch will be w eighed, and the weight will be entered into the Inventory Control System; ● All scales used in the weighing of marijuana must be: a. NTEP Certified; and b. Calibrated and leveled at the beginning of every shift and every time the scale is moved. ● The root ball, containers and used growing media will be transferred to the waste room for disposal. ● Cure Room: ● Plants will be hung on stainless steel racks to dry and cure before being transferred to the Trimming Room. The cultivation manager will inspect all plants in the Cure Room for mold, fungus, bacterial diseases, rot, pests, mildew, and any other contaminant identified as posing potential harm. ● Environmental conditions for this room should be maintained at the following levels: a. Temperature: 62-72° Fahrenheit b. Humidity: 50-55% c. Air Pressure: Neutral ● The Cure Room will be equipped with: a. Activated Charcoal filters and Zentox Photo Catalytic Oxidation (PCO) System for odor reduction; b. Floor drain for cleaning and sanitation; and c. Wall mounted fans for air circulation. d. UV Scrubber for air quality *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 51 ● After curing and drying for 2-3 weeks, the plants will be transferred to the Trimming Room. ● Trimming Room: ● Prior to contact with any marijuana, all employees will wash their hands per the hand-wash procedure and don latex gloves. (see cleaning and sanitation); ● At the direction of the Trimming Room Manager, the entire cultivation batch will be weighed again at this weight will be entered into the Inventory Control System; ● The Trimming Room Manager will assign trimming duties to the trimming employees ● The trimming employees will separate and trim the dried, and cured branches will be into one of the following products: a. Flower; b. Trim; c. Kief; or d. Waste. ● The Trimming Room Manger or Inventory manager or their designee will weigh each of the products and enter these weights into the Inventory Management System; ● All scales used in the weighing of marijuana must be: a. NTEP Certified; and b. Calibrated and leveled at the beginning of every shift and every time the scale is moved. ● All trimming will take place using sanitized scissors and on foo d grade stainless steel tables; ● All employees involved with trimming and other contact with marijuana must adhere to the following requirements; a. 105 CMR 300.000: Reportable Diseases, Surveillance, and Isolation and Quarantine Requirements; and b. The sanitation requirements in 105 CMR 500.000: Good Manufacturing Practices for Food. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 52 ● Prior to leaving the Trimming Room, the Trimming Room manager will visually inspect all products ensuring that it is: a. Well cured and free of seeds and stems; b. Free of dirt, sand, debris, and other foreign matter; c. Free of contamination by mold, rot, other fungus, and bacterial diseases; ● Flower products will be transported to either the Packaging Room or to the Extraction Room. ● Trim and kief product will be transported to the Extraction Room. ● The waste product will be transported to the Waste room for destruction. ● Packaging Room: ● Prior to contact with any marijuana, all employees will wash their hands per the hand-wash procedure and don latex gloves. (see cleaning and sanitation); ● All scales used in the weighing of marijuana must be: 1. NTEP Certified; and 2. Calibrated and leveled at the beginning of every shift and every time the scale is moved. ● All employees involved with packaging and other contact with marijuana must adhere to the following requirements; a. 105 CMR 300.000: Reportable Diseases, Surveillance, and Isolation and Quarantine Requirements; and b. The sanitation requirements in 105 CMR 500.000: Good Manufacturing Practices for Food. ● All packaging will take place on food grade stainless steel tables. ● The Packaging Room Manager will assign packaging duties to packaging employees. ● Employees will visually inspect all product for seeds, stems, dirt, sand, debris or other foreign matter and any signs of contamination by mold, rot, other fungus, and bacterial diseases. a. If found the employee will set aside the questionable product and notify the Packaging Room manger; *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 53 b. If the Packaging Room manager concurs that the product is contaminated, he will notify the cultivation manager and quarantine the product. 1.9.1.i. IDENTIFY LOCATION AND PROCEDURES FOR RECEIVING DELIVERIES OF SEEDLINGS AND IMMATURE PLANTS The Apiary’s distribution arm will be working directly with Conception Nursery to bring sterile meristem tissue cultured clones from their Sacramento facility. 1. Delivery procedure a. Employees involved: i. Distribution Driver ii. Security Guard b. Locations involved: i. Distribution Easement ii. Driver Bay iii. Security Room c. The Apiary’s distribution vehicle will be tracked as it approaches The Apiary’s premises with clones d. Security Guard distribution vehicle is granted entry through the iron gates on the West side of the premises from Butler e. The distribution vehicle is granted access through a second iron gate into the interior loading area 2. Receiving procedure a. Locations involved: i. Delivery Bay ii. Lift Gate iii. Secured Interior Loading Area iv. Security Room b. Employees involved: i. Distribution Driver ii. Warehouse Manager iii. Transplanter iv. One armed security guard c. One Apiary staff member will prepare the sally port for receiving the clones d. The distribution staff member will retrieve the clones from the distribution vehicle one tray at a time e. Trays will be stacked on the liftgate in the sally port until the lift gate is full *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 54 f. The liftgate will be activated g. The lift gate will be stopped at exactly 40” above the bottom of the caged receiving window. h. The receiving window cage will be rolled open to access the trays i. The trays will be placed on a cart j. The receiving window cage will be closed when not in use 3. Preflower Transplanting Procedure a. Locations involved: i. Transfer Room ii. Preflower Chamber iii. Secured Interior Loading Area b. Employees involved: i. Warehouse Manager ii. Transplanter A iii. Transplanter B c. Transplanters glove and gown in a Tyvek Suit in the transfer room i. Gown ii. Shoe covers iii. Gown cap iv. Gloves v. Eye protection d. Transplanter A prepares a cart in the transfer room i. Sheers ii. Gloves iii. Waste Receptacle e. Transplanter B prepares a scaffolding ladder in the transfer room i. Sheers ii. Gloves iii. Waste Receptacle f. Transplanter B walks scaffolding ladder into section of Preflower Chamber to be transplanted i. g. Transplanter A walks a cart to the Secured Interior Loading Area i. Warehouse manager loads cart with clones ii. Transplanter verifies Warehouse Managers plant count h. Transplanter A walks cart to section of Preflower Chamber to be transplanted *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 55 1.9.1.ii DESCRIBE THE PLANNED SQUARE FOOTAGE/ACREAGE OF CULTIVATION The Apiary’s total square footage of cultivation as measured by CDFA, and confirmed by the City Manager’s Cannabis Oversight Committee, is 9,100 square feet. Utilizing side lighting to maximize illuminated canopy per square foot of shelf space. Plants are stacked 15 rows high and are ergonomically organized in a single 4” gutter spanning a 182’ flowering corridor. There will be a total of 10 flowering corridors in this building. a. 910 square feet of true canopy per column i. Measured by CDFA as the collective surface area of each shelf ii. 9,100 square feet across all 10 columns b. 1,456 square feet of floor space per column i. Measured dimensionally as 8’ wide by 182’ long ii. 14,560 square feet across all 10 columns c. 4,013 square feet of direct illumination per column i. Measured by the total surface area receiving a photosynthetic photon flux density of 1100 micromoles per square meter per second ii. 40,130 square feet across all 10 columns 1.9.1.iii THE ESTIMATED NUMBER OF POUNDS PRODUCED PER HARVEST, AND NUMBER OF ANTICIPATED HARVESTS PER YEAR. The Apiary will conservatively produce 43,800 pounds of dry flower and 18,900 pounds of resinous trim for mechanical extraction every year once all 10 flowering chambers are phased in. Our goal is to produce five pounds per square foot of floor space per yea r ■ This metric is designed to address our tax contribution to the City of Fresno when considering the 1% tax on our distribution. The Apiary will phase into full capacity according to the following schedule: Phase 1: Months 0-3 ■ One flowering chamber ■ One pre-flowering chamber ■ 600 pounds of manicured flower Phase 2: Months 4-6 ■ One additional flowering chamber ■ 2,400 pounds of manicured flower Phase 3: Months 7-9 ■ Three additional flowering chambers *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 56 ■ 6,000 pounds of manicured flower Phase 4: Months 10-12 ■ Five additional flowering chambers ■ 12,000 pounds of manicured flower Phases 1-4: Months 0-12 ■ Ten total flowering chambers ■ One pre-flowering chamber ■ 21,000 total pounds of manicured flower 1.9.1. iv DESCRIBE WHETHER THE CULTIVATION OPERATION WILL USE NATURAL LIGHT, ARTIFICIAL LIGHT, OR MIXED LIGHT. LED side lighting paired with high plant density allows us to maximize our daily light integral (DLI) in every stage of growth. ○ 300 Gavita Pro 1700E LED lights per chamber 1.9.1. v IDENTIFY HOW CULTIVATION WASTE WILL BE RENDERED UNUSABLE AND UNRECOGNIZABLE, AND HOW IT WILL BE STORED AND DISPOSED OF PROPER DISPOSAL OF CANNABIS WASTE In order to promote the safe cultivation of cannabis, and to prevent unauthorized access to cannabis, including the cannabis waste. This business shall properly dispose of all cannabis waste generated from the premises and location. Cannabis waste includes cannabis plants, flowers, trim, leaves, stems, seeds, any cannabis concentrate, and any product containing cannabis intended to be destroyed. A. This business will be required to keep a detailed record of the amount of cannabis waste rendered unusable along with the final destination of all cannabis waste. B. Prior to leaving this business’s cultivation premises or location, all cannabis wa ste shall be rendered unusable and unrecognizable through mixing the waste with a non - consumable medium, including but not limited to one or more of those listed below, so that the resulting mixture is at least 50 percent non- cannabis waste. The resulting mixture may then be composted on site, placed in the facility’s wet bin for pickup or transferred to a waste disposal facility approved by the Chief of Police. The following inert mediums may be used in the mixture: 1. Paper waste; 2. Plastic waste; 3. Cardboard waste; 4. Food waste; 5. Grease or other compostable oil waste; 6. Bokashi or other compost activators; *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 57 7. Soil; 8. Another medium approved by the Chief of Police that will render cannabis waste unusable and unrecognizable. Waste hauled by local agency, a waste hauler franchised or contracted by a local agency, or a private waste hauler permitted by a local agency CR&R Inc. P.O. Box 125 Stanton, CA, 90680 1.9.1. vi DESCRIBE THE USE OF ANY GASES USED IN THE CULTIVATION OPERATION, SUCH AS CO2, INCLUDING STORAGE, LOCATION, AND MONITORING SYSTEMS FOR EMPLOYEE SAFETY 1. Each of the ten cultivation chambers will consume approximately 50 pounds of CO2 per day. a. Storage i. Barnes Welding Supply ii. CO2 will never be stored inside the warehouse in a quantity totalling more than 100 pounds. b. Replacement i. The Apiary has an exclusive agreement with Barnes Welding Supply, which is located exactly 1,320 feet from our facility. These are the duties of their Carbon Dioxide specialist: 1. Load 10 fully charged 50 pound CO2 tanks onto their delivery truck by 7:00 AM every morning 2. Deliver the charged CO2 tanks to our secured CO2 tank storage area 3. Manually deactivate the depleted CO2 tanks and unfasten their respective regulators 4. Refasten the regulators to the replenished CO2 tanks 5. Ensure the regulators are not allowing more than 2 PSI in the injection lines c. Monitoring i. The Apiary uses TrolMaster’s HCS-2 environmental controller to regulate CO2 injection by working in harmony with the following instruments: *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 58 1. TrolMaster NBS-2 Carbon Dioxide monitor. 2. TrolMaster DSC-1 electronically actuated outlet 3. Titan Controls Carbon Dioxide regulator (industry standard) ii. The TrolMaster HCS-2 provides zoned data logging that will be made readily available in real time to the City, State, and any other inspecting agency through a web-based portal. Moreover, the device relies on multiple redundancies to ensure that operators are able to safely navigate CO2 enriched environments. 1. Automatic injection termination d. Safety i. The Apiary’s cultivation technique involves only three operator interactions with plants throughout the entire cultivation cycle. 1. None of these interactions require the operator to operate in conditions above ambient CO2. 2. Preflower Transplant a. Plants are taken directly from distribution and deposited into the Preflower chamber gutters. 3. Final Transplant a. Plants are pruned in the Preflower chamber b. Plants are placed on a mobile cart c. Plants are taken to the Flower chamber d. Plants are individually tagged with a unique METRC ID e. Plants are transplanted into gutters 4. Harvest a. Apiary Harvester dresses in a Tyvek Suit in the transfer room b. Apiary Harvester prepares a cart in the transfer room i. Scale ii. Bucket iii. Sheers iv. Gloves v. c. walks a cart into the flowering chamber d. Apiary Harvester *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 59 Modular Side Lighting Cultivation Systems 1. Design a. Permitting b. Scalability c. Efficiency d. Ergonomics e. Contamination f. Work-flow 2. Equipment a. Redundancy b. Automation 3. Safety a. CO2 b. Fire c. Chemical 1. Design a. Permitting i. Modular cultivation units are completely self-contained. Structural and architectural specifications are identical from one unit to the next regardless of where each unit is located. b. Scalability i. Traditional cultivation facility developments require precise planning to accommodate electrical, structural, and HVAC loads. This is typically done in multiple discrete phases, which are inoperable until planning, permitting, construction, and inspection is completed. Phasing is necessary in traditional cultivation facility development because indoor cultivation does not scale well. ii. Modular cultivation units circumvent scaling altogether and instead benefit from replicability. Each unit has its own 100 AMP subpanel, structural support, and HVAC system. Furthermore, since the units are identical, a several million dollar traditional build out that would otherwise take months to realize can be broken up into several $50,000 turn-key modular implementations that rely on the first unit’s engineering to expedite permitting. c. Efficiency i. LED side lighting paired with a central wall of plants on a multi - tiered gutter system allows the cultivator to illuminate a canopy that *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 60 is exactly twice that of the modular unit’s taxable square footage. At 20’ long and 8’ wide, the taxable square footage of one modular unit is 160 sf. The contiguous plant wall is 8’ tall and 20’ long, but it is positioned in the center of the modular unit, which allows it to be illuminated from lights on either side. This results in a net canopy of 320 sf. ii. Maximizing the ratio of illuminated canopy to total cubic footage of the cultivation chamber means environmental variables can be more precisely controlled and buffered. 1. Less atmosphere translates to faster CO2 injections and purges in the event of excessive supplementation. 2. Less atmosphere translates to more direct dehumidification. 3. Lastly, the higher ratio of mass to atmosphere translates to a better temperature buffer. This is because temperature stability is a direct function of an object’s density, and air has a density that is close to zero when compared to solid objects. d. Ergonomics i. Transplanting, inspecting, maintaining, and harvesting plants traditionally requires the laborer to carefully reach across plant beds that are 4’- 6’ wide. While uncomfortable under any circumstance, this process is particularly cumbersome with overhead LED lighting, which is appropriately fixed only six inches above the canopy. This means the laborer must reach 4’-6’ into a space that is only six inches tall--a reality all cultivators must reconcile with as the state phases in its LED lighting mandates. ii. The plant wall that is afforded by side lighting clears major ergonomic hurdles where traditional horizontal lighting systems have fallen short. In the modular units vertically oriented LEDs are fixed to motorized trolley systems. This allows laborers to create aisles as wide as 3’ on either side of the plant wall. Aside from the obvious advantages of not having to reach across horizontal plant beds, the laborer is able to work on the garden with their back to the otherwise uncomfortably bright LEDs. e. Contamination i. Systemic failure plagues traditional open floor plan cultivation facilities. The most apparent advantage of modular cultivation units in the event of disease or chemical contamination is that each chamber is completely isolated from the next. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 61 ii. California’s unforgiving testing requirements have resulted in disease mitigation strategies that change drastically throughout the plant's life cycle. This means spraying a chemical in the first week of flower could result in a clean postharvest test, while spraying that same chemical in the third week of flower could result in a failed post-harvest test. The only work-around with an open cultivation floor plan is to have every plant in the same stage of life. This results in massive labor implementations during transplant and harvest, whereas staggering the plants’ life cycles requires a more stable and predictable labor force. iii. Lastly, large open floor plans are more likely to generate microclimates that encourage undesirable biological growth such as molds, bacterium, and pests. f. Work-flow i. Modular cultivation units are useful as more than just flowering chambers. Capturing the genetic potential of a strain starts with healthy mothers. Whether the operator is using tissue culture and standard cloning techniques, modular units provide an isolated environment that mitigates disease by limiting its conte nts’ exposure to externalities. ii. Modular units are also superior drying chambers. They control temperature, humidity, and odor very well due to the high ratio of plant material to cubic footage of drying space. 2. Equipment a. Redundancy and Consolidation i. Modular units are able to take advantage of the higher efficiency and redundancy offered by using multiple smaller irrigation, HVAC, and dehumidification systems. ii. Irrigation systems do not scale well. Whether its pressure loss along far reaching drip lines or water temperature differentials from one end of a plant row to the other in flood and drain or nutrient film techniques, using larger irrigation systems results in inconsistent fertigation. There is also a systemic disease risk associated with having the fertigation runoff from one plant interacting with the root system of another. Smaller modular fertigation systems mitigate this exposure while the declining predictability of large scale systems propagate operational inconsistencies. iii. Each modular unit is outfitted with 20 Gavita 1700e LEDs that are on for 12 hours per day and require 5 tons of cooling during the lights on period. Unlike traditional open floor plans where there are *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 62 no light barriers, two modular units can be run on alternating 12 hour light cycles. This technique is referred to as running the rooms on, “Flip-flop.” 1. Running cultivation chambers on flip-flop allows the operator to take full advantage of the facility’s amperage. For example, each modular unit requires 54 AMPS of lighting, which totals 648 AMP hours consumed over the course of the 12 hour illumination period. If the lights are on in one unit while they are off in another unit, a total of 1,296 total AMP hours can be consumed between the two units over a 24 hour period--effectively doubling the electrical bandwidth of the facility. 2. Another major advantage of having two systems on flip flop is the use of a single HVAC system for two modular units. Since each unit only requires cooling during the 12 hour lighting period, 5 tons of cooling can sufficiently cool two modular units per day. This directly reduces the capital expenditure on HVAC infrastructure by 50%. 3. Dehumidification systems are only used during the transpiration period, which begins one hour after the plant canopy is illuminated and ends one hour after darkness. This means two modular units on flip-flop can share one 225 pint dehumidifier to achieve any range of vapor pressure. Once again, this translates to a 50% reduction in the capital expenditure required from dehumidification infrastructure. 3. Safety a. The modular units’ structural integrity paired with the flip -flop system offers unparalleled fire resistance and suppression along with excess CO2 and chemical exposure mitigation. i. The modular units can easily be outfitted with fire sprinkler systems, but their true power in fire suppression is their ability to vacuum air from one chamber to the counterpart on flip-flop. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 90 COMMUNITY BENEFITS AND INVESTMENT PLANS According to a 2016 study from the University of Colorado (Denver), cannabis dispensaries in Denver have had no more impact on the surrounding neighborhood than a coffee shop or a drugstore. Residents reportedly don’t see dispensaries as undesirable storefronts in their neighborhood. Another study focused on undesirable land uses similarly concluded that “while public officials, and especially law enforcement, clearly warn residents about the negative effects of these centers on the communities in which they are situated, there is little evidence that residents are listeni ng, as these centers do not appear to have any impact on the urban landscape - and therefore the health of the communities in which they are located.” Reports of negative community impact appear to be concentrated in states that allow cannabis businesses but lack comprehensive state-level regulation of the industry. Similar reports from states with both medical and adult use cannabis indicated that cannabis businesses positively impact the surrounding community by generating economic benefits like jobs, revenue and real estate demand. Denver, in particular, has seen massive real estate market growth, which the Denver Post and others credit to the state’s legal cannabis industry. From 2009 to 2014, over a third of all industrial real estate leased in Denver came under the control of the cannabis industry, which kick started the recovery of the industrial market in Denver. The industrial vacancy rate has fallen steadily since 2011 and reached a historical low in 2015. We are seeing similar benefits emerge in California - cannabis, when managed compliantly and in cooperation with cities, counties and communities - delivers jobs, taxes, revenue, local business growth and real-estate demand. The Apiary is a community partner The foundation of our community and local efforts is described in our Partnership Program which seeks to do four critical things in Fresno: 1. Integrate as seamlessly and authentically as possible. 2. Change opinions through education, consistency and reliability. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 91 3. Get involved with local small businesses, nonprofits and other community organizations. 4. Be active in improving the overall local community economically and socially. To bring meaning to our intent to create this partnership, we will be committing annually to our Partnership Program for the purpose of actively building and creating partnerships that contribute toward local community development. Aligning with the vibrancy of the local community, we will look to be involved in existing nonprofit programs within the county. Our Partnership Program will cover commitments to working with one group from each of the following five non -profit sectors: ● Health ● Education ● Veterans Affairs ● Home Care ● Fresno Community 7.1 THE CCB APPLICATION SHOULD DESCRIBE THE SOCIAL RESPONSIBILITY PLAN. THIS SHOULD INCLUDE ALL BENEFITS THE CCB HAS PROVIDED OR PLANS TO PROVIDE TO THE LOCAL COMMUNITY, FOR EXAMPLE BY DIRECTLY AIDING, PARTICIPATING IN, OR FUNDING THE WORK OF LOCAL NON -PROFITS, COMMUNITY BASED ORGANIZATIONS, CIVIC ORGANIZATIONS, OR SOCIAL SERVICES ORGANIZATIONS. BENEFITS MAY BE IN THE FORM OF VOLUNTEER SERVICES, MONETARY DONATIONS, FINANCIAL SUPPORT OF CITY - SPONSORED ACTIVITIES OR ORGANIZATIONS, IN-KIND DONATIONS TO THE CITY OR OTHER CHARITABLE ORGANIZATIONS AND/OR ANY OTHER ECONOMIC INCENTIVES TO THE CITY. IT MAY ALSO INCLUDE, BUT IS NOT LIMITED TO: 7.1.1. PROVIDING FUNDING FOR OR HOSTING EXPUNGEMENT CLINICS OR OUTREACH SERVICES. We will partner with the National Diversity Inclusion Cannabis Alliance to support Fresno’s cannabis expungement clinic. We will help finance the clinic’s efforts and will set stretch goals to continue to expunge the cannabis records of all individuals who show up looking for assistance. We will also create a local internship and mentors program that supports 21 yr old youths who have had issues with cannabis crimes, mentoring them in small business management, compliance and leadership. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 92 Giving back to the community is part of our business and who we are. We are proud to have this opportunity in Fresno and intend to use The Apiary to create positive change in our community, leveraging both our people and our bottom line to do good in a range of areas. 7.1.2 INCORPORATING AN ENVIRONMENTALLY SUSTAINABLE BUSINESS MODEL INCLUDING ENERGY EFFICIENT BUILDINGS AND VEHICLES. 1. Electric vehicles a. Cars retail b. Vans distro 2. Solar panels on roof of all buildings a. 44,000sf solar 3. 100% LED a. 67% power consumption compared to HPS li ghts 4. Side lighting a. Only requires 22.7% of the footprint of traditional indoor grows 5. Nutrient Film Technique a. Zero media waste (ie rockwool cubes, soil, coco, hydroton) b. Zero fertigation runoff 6. Recapture condensate a. 100% water recovery b. Zero reverse osmosis filters to clean or dispose c. Zero wastewater from reverse osmosis process 7. Recaptured CO2 a. 100% of the carbon dioxide we consume is recaptured from existing factories. b. We do not generate any carbon onsite 8. Dry powder nutrients a. Lower carbon footprint than popular liquid commercial fertilizers 9. Variable speed compressors (stageless) *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 93 a. Never cycle on or off i. Most efficient HVAC system on the market b. Highest dehumidification capacity on the market i. Reduces dehumidification carbon footprint 10. Solventless/mechanical extraction a. Safer operating environment b. Safer end product for the consumer c. No storage of volatile, flammable, or pressurized gasses 7.1.3 UTILIZING VACANT BUILDINGS, BROWNFIELDS LAND, OR BLIGHTED AREAS OF THE CITY FOR BUSINESS. 1. 220 M St (parking garage premises) is vacant 2. 2305 Los Angeles (retail premises) is vacant 3. 2974 E Butler (Microbusiness premises) is vacant 7.2 DESCRIBE COMMERCIAL CANNABIS BUSINESS PLAN TO DEVELOP A PUBLIC HEALTH OUTREACH AND EDUCATIONAL PROGRAM THAT OUTLINES THE RISKS OF YOUTH USE OF CANNABIS AND THAT IDENTIFIES RESOURCES AVAILABLE TO YOUTH RELATED TO DRUGS AND DRUG ADDICTION. Public Health Outreach Program Director of the Youth Outreach Through Art (YOTA) ● Partnership with Fresno Police Department and Fresno Park s ● Founded with Detective Danny Kim ● Targets at risk youth Young people are exposed to alcohol and drugs at an early age. We will be an active participant in ensuring that Fresno youth receive the appropriate level of information on the dangers of substance abuse at an early age so that they are better informed and more capable of decision making as they develop and mature. To create and implement this program we will be approaching local education, youth and law enforcement groups with a view to either providing monetary resources or educational materials to such groups. We believe that this program will have positive flow -on effects for social issues affecting Fresno including neighborhood crime prevention, substance abuse and creating safer and cleaner parks and recreation facilities. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 94 We know that beyond education, it is critically important to provide meaningful facilities and opportunities to youth that inspire, educate and entertain them. Community Benefit Program Board Members of Clean Fresno ● Partnered with the City of Fresno’s Make Fresno Beautiful Program ● Volunteered with Jordan Rousseau, Director of Retail and Distribution since the program’s conception The Apiary will ensure that we give back to our community by requiring all full -time staff to commit to at least 10 hours of volunteer time quarterly to a local cause or charity. Annually, each staff member will contribute over 40-hours or more of community service beyond the monetary commitments we deliver. These hours will either be used for hands-on volunteering or providing pro bono support services in the specialist area of the volunteer - business management, design and creative, logistics, processes and systems. The General Manager will be responsible for tracking all commitments on a q uarterly basis. Parks and recreation The Apiary supports the protection of safe and beautiful outdoor spaces as a matter of public health and well being. We will contact and partner with the Fresno Parks, After School, Recreation and Community Services Department annually to determine what restoration and beautification projects need to be completed. We will partner with the city to raise funds or provide volunteers to keep the parks and open spaces clean and beautiful for our locals and our visitors. Community engagement We will proactively engage with Fresno residents, business owners, and officials to cultivate lasting and mutually beneficial connections, sustained by a discreet but visible neighborhood presence. The Apiary seeks to provide tangible benefits to the local community through educational outreach and partnerships with nonprofit organizations, municipalities and neighborhood groups. We consider the surrounding community a valuable stakeholder in its business model and will strive to exist in a symbiotic relationship with the Fresno community in the following ways: *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 95 ● Farmer’s Market Education Events: We will occasionally have a booth at the local farmers market to discuss safe consumption methods, educating youth on the dangers of drug use and safe and proper storage of cannabis products. ● Neighborhood Watch Programs: Neighborhood watch groups provide an excellent forum for relationship building between businesses, residents, law enforcement and city officials. ● “Coffee with a Cop” Program: The Apiary will attend these dialogue sessions hosted by the Fresno Police Department to better understand the public safety issues in our city and how we can help address them. Open door and good neighbor policy The Apiary has an open door policy. We encourage neighbors who feel negatively affected by our presence to reach out directly to our General Manager at any time and discuss their concerns. We will set up a special telephone number and email where they can contact us and know they will receive a timely response to address their concerns. Further, we consider ourselves a stakeholder in the surrounding community. In the months leading up to a grand opening, we will host events and invite local business owners and residents to canvass their attitudes about cannabis retails dispensaries and answer any questions they may have about our business. We also believe it's important to know our neighbors. We will create an outreach program to actively engage with our immediate neighbors that includes: ● An initial personal visit & introduction within a month of receiving our permit ● Creating an email database of all businesses within our 500 feet radius to send them periodic notes and an opportunity to provide feedback on better business practices and relations. ● Creating a dedicated email address for communicating. ● Designating one of our Managers as our Community Relations Officer. ● During our first year of operations, we will attend all requested meetings by the City Manager to discuss costs, benefits and other community issues. We are not only interested in working with local businesses but we are committed to working with local businesses. We will form a pool of local businesses across several industries that supply a majority of our building, construction, operations, repairs and maintenance needs on an ongoing basis. Additional community efforts: Philanthropy *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 96 Operation Gobble ● Partnering with the City of Fresno’s District 6 in 2021 ● Volunteered five years in a row ● Produced drone footage for three years Senior Food Giveaway ● Volunteered and worked closely with Pardini’s and District 4 at every event this year ● Captured hours of drone footage Past Contributions Be The Match Bone Marrow Drive ● Acquired 1100 new bone marrow donor candidates ● 3 years ● 26 events UCSF Fresno OMFS Clinic: Dr. Robert Julian ● Over 2100 volunteer hours ● Participated in a retrospective study spanning 10 years of research ● Digitized 12 years of patient records Tzu Chi Medical Clinic ● Volunteered at every event from 2012 through 2015 Measure A: Cannabis Tax ● Donated in 2018 *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 97 Microbusiness Components Designated Areas ● Extraction Room ○ Icon VR-200 ○ Stainless Steel Table ○ Nug Smasher Pro Rosin Press ○ Lab Society 12 Liter Short Path Distillation Chamber ○ Across International Cold Trap ○ Edwards Vacuum Pump ○ Glassware Locker ● Flowering Chambers ● Preflowering Chamber ● Packaging Room ○ Distribution Packaging Area ■ Stainless Steel Table ○ Manufacturing Packaging Area ■ Stainless Steel Table ○ Package Racks ● Trim Room ○ Stainless Steel Tables ○ Rolling Carts ○ Alcohol Dispensing Stations ○ Equipment Racks ● Temporary Holding Room ○ Outgoing rack ○ Incoming rack ○ Equipment rack ● Transfer Room ○ Gowning Area ○ Cart Storage Area ○ Scaffolding Storage ● Vault ○ Pallet racking ○ Microbusiness Safe ○ Retail Safe ● Security Office ○ Monitors ○ Gate Relays ○ Door Relays ○ Emergency CO2 Shutoff ○ Emergency Electrical Disconnects ● ADA Compliant Men’s Restroom ○ Men’s Lockers ○ One Toilet ○ One Sink ● ADA Compliant Women’s Restroom ○ Women’s Lockers ○ One Toilet ○ One Sink ● Card Access Area ● Destruction Room ○ Grinder ● Temporary Holding Room ○ Outgoing rack ○ Incoming rack ○ Equipment rack ● Pedestrian Sally Port Personnel ● Warehouse Manager ● Distribution Driver ● Security Guard ● Transplanter ● Pruner ● Harvester ● Trimmer ● Packager ● Extract *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 87 LOCATION 6.1 IN ADDITION TO THE LOCATION-RELATED DETAILS PROVIDED IN THE COMMERCIAL CANNABIS BUSINESS APPLICATION, THE APPLICATION SHALL INCLUDE A THOROUGH DESCRIPTION OF THE PROPOSED LOCATION, INCLUDING BUT NOT LIMITED TO THE OVERALL PROPERTY, BUILDING AND FLOOR PLAN. The property at 2974 E Butler Ave is a 22,880 contiguous concrete tilt up build ing. The property is 40.5” above street level and the floor of its loading dock. This elevation provides an unparalleled amount of exterior security and ergonomic convenience in the loading bay. The building is located within 2,000’ of the O street freeway onramp, which feeds the 180, 99, 41 interchanges within one mile of the entrance. This has already made the building an incredibly attractive target for licensed cannabis distribution partnerships. The building is uniquely situated where N St dead ends into Butler where it intimately enjoys the best neighbor a cannabusiness could hope for: The Fresno County Sheriff’s Department. Lastly, *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 88 The property at 2974 E Butler Avenue is fully built and requires no external building work prior to occupancy. All necessary work is interior and can be completed within a 8- 10 week time frame, allowing for a quick occupancy within the premises. 6.2 THE APPLICATION SHALL INCLUDE AT LEAST ONE PHOTOGRAPH OF THE FRONT (STREET SIDE) OF THE BUILDING OR STREET VIEW OF THE VACANT PARCEL. 6.3 PREMISES (SITE) DIAGRAM FOR EACH PROPOSED LOCATION. IN ADDITION TO DIAGRAMS SUBMITTED FOR OTHER SECTIONS OF THE APPLICATION, APPLICANTS ARE EXPECTED TO SUBMIT A PREMISE/SITE DIAGRAM THAT FOCUSES ON THE OVERALL PROPERTY, BUILDING. THIS DIAGRAM SHOULD SHOW THE OVERALL PARCEL AND ADJOINING OR NEIGHBORING BUILDINGS THAT MAY BE AFFECTED BY THE COMMERCIAL CANNABIS BUSINESS. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 89 6.3.1 A PREMISE (SITE) DIAGRAM MUST BE ACCURATE, DIMENSIONED AND TO- SCALE (MINIMUM SCALE OS ¼”). THE DIAGRAM SHALL PROVIDE A DETAILED DESCRIPTION OF ALL AVAILABLE/SHARED PARKING SPACES, DRIVEWAY LOCATIONS, AND AUXILIARY BUILDINGS ON THE PARCEL. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 70 NEIGHBORHOOD COMPATIBILITY PLAN 3.1 DESCRIBE HOW THE CCB WILL PROACTIVELY ADDRESS AND RESPOND TO COMPLAINTS RELATED TO NOISE, LIGHT, ODOR, LITTER, VEHICLES, AND PEDESTRIAN TRAFFIC. We will work closely with community members, neighborhood leaders and local businesses to provide a model regulatory compliance, operational safety, and corporate social responsibility. The Apiary understands that the first step towar ds building trust and support among neighbors is to have an open and honest dialogue and proactively address and anticipate the community’s needs. To facilitate this outcome, we will employ a Neighborhood Liaison Manager who will serve as The Apiary’s immediate point of contact for all elected officials, regulatory personnel, first responders, neighborhood association presidents, business owners and other local leaders. The Neighborhood Liaison’s full contact information will be provided to law enforceme nt and all neighbors within 100 feet of the facility. This will enable us to understand and appropriately respond to our community’s needs and concerns. The Neighborhood Liaison will also be responsible for developing action plans to facilitate community outreach and to address any community complaints or concerns. Being a good neighbor requires careful communication, planning and a strong desire to support and improve the local community. 3.2 DESCRIBE HOW THE CCB WILL BE MANAGED TO AVOID BECOMING A NUISANCE OR HAVING IMPACTS ON ITS NEIGHBORS AND THE SURROUNDING COMMUNITY. Our approach to day to day operations begins outside the walls of the microbusiness itself. We believe strongly in being a positive influence in the neighborhoods we operate in and internalizing any impacts the operation of our business creates. This begins with *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 71 a strong commitment to a clean neighborhood free of litter. We will contribute to this outcome through: a. Weekly litter cleanups in the neighborhoods surrounding our microbusiness location performed through our Clean Fresno affiliation and participation with other local charities b. Along with daily perveying for trash by the external security guards on our microbusiness block and the blocks surrounding Both inside and outside our walls our establishment will have a strictly enforced no littering, loitering or smoking policy which will be clearly communicated via multiple redundant signs. The Apiary will not be open to the public and only employees or designated business partners will be allowed to enter. We believe by keeping our neighborhood clean, we improve the mutual experience of our neighbors and patrons. 3.3 Describe odor mitigation practices Through negative air flow, ionic air purifiers, a policy of sealed exit packaging and a strictly enforced no loitering or smoking policy we work to ensure the neighbors never deal with any odors associated with cannabis. Carbon filters 3.4 IDENTIFY POTENTIAL SOURCES OF ODOR Trim, Distillate, Crude, Hash, Flower 3.5 DESCRIBE ODOR CONTROL DEVICES AND TECHNIQUES EMPLOYED TO ENSURE THAT ODORS FROM CANNABIS ARE DETECTABLE BEYOND PERMITTED PREMISES. External contaminants should be removed by effective filtration of the supply air, to retain the required cleanroom classification. Internal contaminants should be controlled by displacing the airflow: ● The pressure differentials should be of sufficient magnitude to ensure containment and prevention of flow reversal without creating turbulence. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 72 ● Where possible, ventilation dampers and filters should be designed and positioned to be accessible from out the manufacturing areas for ease of maintenance. ● Directional airflow within production or primary packing areas assist in preventing contamination. The proposed HVAC units the company will use positive-pressure, hospital -grade, HEPA-filtered systems throughout the facility. HVAC systems will be cleaned by an outside contractor bi-annually. 3.6. DESCRIBE ALL PROPOSED STAFF ODOR TRAINING AND SYSTEM MAINTENANCE. All odor control devices will receive regularly scheduled maintenance to ensure the functionality of the machines. Employees will be trained to replace filters as needed and will alert upper management in the event of any suspected malfunction 3.7 DESCRIBE WASTE MANAGEMENT PLAN. The APiary will retain the services of a licensed “green waste management company” to properly dispose of any cannabis-related materials. It will have locked receptacles on premises to hold all cannabis waste until it is picked up by the waste management company. The Glass Lobby will weigh waste and receive a receipt from the company. Additionally, for all non-cannabis related waste The Apiary will have a reasonable sized dumpster that is picked up by the trash company. The Apiary is committed to being an asset to Fresno. We aim to enhance our community by being a safe, professional business that is considerate and dedicated to the advancement of the community. We will maintain the business premise in a manner that will best eliminate potential nuisances, safety and security issues, and negative effects on the surrounding grounds. We are focused and conscious about its role and potential impact on the local neighborhood; as such, we will operate in a manner that is respectful and beneficial for residents, visitors and business owners in Fresno. Further, we recognize that it is essential that cannabis businesses are compliant, safe, and considerate of the surrounding area. Our premise is located within the City’s Cannabis Innovation Hub and we are committed to being good neighbors and members of this community. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 63 SOCIAL POLICY AND LOCAL ENTERPRISE PLAN Kevin was born and raised in Fresno. It’s where he’s raising his son, today. Kevin was not only born and raised here in the Fresno area, but it is where his extended family remains. Kevin has chosen to build this business in Fresno because he appreciates the direction and path of growth the city is taking. Fresno, has retained its agricultural base, while expanding its future through its diversity of people and industry. Fresno is becoming a hub of the tech industry in California, which will produce additional job and housing opportunities, as well as expanded and diverse economic growth in an ever- changing economy. The presence of cannabis operations has proven to be a major force in strengthening local economies, and more importantly, this newly evolved generator of commerce often pays for itself, creating jobs, health services, and security without sacrificing the infrastructure required by other industries to ensure public safety. A recent Colorado State University research report highlights the unbounded success of the cannabis industry, stating “The economic impression from legal marijuana will spawn approximately $100 million annually in the coming years.” With municipalities across the country suffering from the harsh economic impacts of Covid -19, cannabis businesses have the opportunity to breathe new life into communities ravaged by these hard times. We strive to drive the vast success of cannabis-related commerce at the local level, spurring community reinvestment, workforce development, stakeholder engagement, financial gain, health-related benefits and public awareness and education. The rapidly evolving emergence of the cannabis industry across the US is both an exciting and challenging prospect, and we are committed to providing proactive support in establishing and promoting success in the cannabis realm while building ties with community leaders and entrepreneurs for the betterment of the community. The success of The Apiary in Fresno will be driven by the adoption of the business by the local residents in our community. We are developing our business as a local enterprise to accelerate the adoption of the business in our community and also ensure a more sustainable business in the long term. While local businesses create more local jobs, there are a multitude of other benefits that The Apiary recognizes from a local enterprise plan, including: *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 64 1. Stronger community identity: Small businesses contribute to the identity of the local community. They preserve the local character of the community and enhance the bonds that businesses create with their customers. 2. Community involvement: Local businesses are typically more cognizant of the impact they have on their neighbors and surrounding businesses. More importantly, they can also inspire and impact change, development, and a stronger sense of financial independence with customers and the broader community. The Apiary is determined to hire from within Fresno - people who are integrated into the community - to ensure we have a solid understanding of our local needs. 3. Community health - When was the last time you walked into a large chain store and you were greeted by name? Local enterprise businesses build a sense of community identity. We are committed to creating a strong sense of community and business health, regularly consulting and eng aging with local business neighbors. 4. Local economic impact: When local employees live and shop in their communities, money stays and circulates locally. 5. Entrepreneurship: Strong local business leaders spur entrepreneurship. For the last 200 years, entrepreneurship has spurred America’s economic growth. 6. Innovation and competition: Businesses with a strong local enterprise focus tend to have a stronger sense of creating innovative solutions that appeal to local customer’s needs. This will keep us competitive and we will drive innovation for local customers. Small local businesses provide advantages to the surrounding community that large corporate retailers cannot offer. We are committed to having a local footprint, contributing to the local econo my and hiring locally. 2.1 DESCRIBE WHETHER THE COMMERCIAL CANNABIS BUSINESS IS COMMITTED TO OFFERING EMPLOYEES A LIVING WAGE. will pay every employee a living wage. Hourly employees will receive $/hour and salaried employees will receive the eq uivalent in their salaries. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 65 2.2 BRIEFLY DESCRIBE THE BENEFITS PROVIDED TO EMPLOYEES SUCH AS HEALTH CARE, VACATION, AND MEDICAL LEAVE, TO THE DEGREE THEY ARE OFFERED AS PART OF EMPLOYMENT. The Apiary will strive to provide a competitive benefit package for its employees. Full- Time employees will qualify for a benefits package including, but not limited paid time off (Sick/Vacation/Personal), health, vision, dental insurances, medical leave, maternity/paternity leave, bereavement leave, etc., after completing a probationary period of 90-days. The Apiary will follow the State of California laws for part-time employees. Part-time employees within the State of California are not entitled to receive medical, dental and vision benefits from their employer under the FMLA or Family and Medical Leave Act. Part-time employees in California are eligible for sick pay, provided they work for a minimum of 30 hours in a year. 2.3 DESCRIBE COMPENSATION TO AND OPPORTUNITIES FOR CONTINUING EDUCATION AND EMPLOYEE TRAINING. Employees will be trained at the time of employment, bi -annually and an annual basis. The Apiiary will provide all training materials and tools to further on -the-job know how. All employees will receive paid training. 2.4 DESCRIBE THE COMMERCIAL CANNABIS BUSINESS PLAN TO RECRUIT INDIVIDUALS WHO MEET THE CRITERIA LISTED IN THE SOCIAL POLICY SECTION 9-3316(B)(1) OF THE FRESNO MUNICIPAL CODE AND THE PERCENTAGE OF LOCAL EMPLOYEES IT HIRES. The success of The Apiary in Fresno will be driven by the adoption of the business by the local residents in our community. We are developing our business as a local enterprise to accelerate the adoption of the business in our community and also ensure a more sustainable business in the long term. We are committed to having a local footprint, contributing to the local economy and hiring locally. We want to strengthen our ties to the community by hiring at least one-third of our staff that meets one of the following: ● Annual family income below 80% AMI ● Convicted for a cannabis related crime that could have been prosecuted as a misdemeanor or citation under current State law ● Lived in a low to moderate income census tract in the city for a minimum of three (3) years ● Veteran ● Former foster home youth who was in foster care as a minor *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 66 ● Currently unemployed ● Receiving public assistance 2.5 DESCRIBE THE EXTENT TO WHICH THE COMMERCIAL CANNABIS BUSINESS WILL BE A LOCALLY MANAGED ENTERPRISE WHOSE OWNERS AND/OR MANAGERS RESIDE WITHIN OR OWN A COMMERCIAL BUSINESS WITHIN THE CITY OF FRESNO, FOR AT LEAST ONE YEAR PRIOR TO MARCH 2, 2020. evin Chandler, CEO and sole owner is the definition of a hometown hero: ● ● ● ● ● ● Kevin Chandler, CEO and sole owner is the definition of a hometown hero: ● ● ● ● ● ● 2.6 DESCRIBE THE NUMBER OF EMPLOYEES, TITLE/POSITION AND THEIR RESPECTIVE RESPONSIBILITIES. 1 General Manager: oversee high-level business dealings 2 Cultivation / Production Managers: oversee day-to-day operations 6 Trimmers: Assist customers during their in-store buying experience 4 Pruners: Maintain inventory and process in -store and delivery orders 4 Delivery Drivers: Deliver high-quality products, in a safe manner to customers 2 Security Guards: Secures and patrols premises *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 67 2.7 DESCRIBE WHETHER THE CCB HAS FIVE (5) OR MORE EMPLOYEES AND WHETHER IT HAS SIGNED A LABOR PEACE AGREEMENT ALLOWING EMPLOYEES TO UNIONIZE WITHOUT INTERFERENCE. The Apiary will employ more than five employees and a labor peace agreement will be provided once we receive our business permit and have the ability to operate. 2.8 PROVIDE A WORKFORCE PLAN THAT INCLUDES AT A MINIMUM THE FOLLOWING PROVISIONS: 2.8.1 COMMITMENT FOR 30% OF EMPLOYEES TO BE LOCAL HIRES; THE BUSINESS MUST SHOW THAT IT HAS EITHER HIRED OR MADE A GOOD FAITH EFFORT TO HIRE BONA FIDE RESIDENTS OF FRESNO TO HAVE NOT ESTABLISHED RESIDENCY AFTER THE SUBMISSION OF AN APPLICATION FOR EMPLOYMENT WITH THE APPLICANT/PERMITTEE. As members of the Fresno community, we believe it’s important to hire locals first. Below is the list of contractors and professionals who we will work with to complete our build out. All work will be conducted in full compliance with the Fresno Municipal Code and any state or BCC directives and/or policy. To begin this project, we have already employed the following local businesses: ● HVAC: Caledonian Mechanical ● Civil Engineering: Precision Engineering ● Architectural Engineering: F.B. Funch & Company, Inc. ● Plumbing: System Plumbing ● Electrical: K & D Electric Inc. ● Framing: Cal State Framing ● Iron: Central Valley Iron Inc ● Security: ● Alarm Systems: Matson Alarm Inc ● Fire Sprinklers: Wilson Fire Our management approach allows us to stay agile and nimble, while ensuring front-line staff have the authority and direction to work efficiently while adhering to a rigid set of policies and practices that standardize our quality offer and service to our customers. With decades of cannabis and business management experience, our team is uniquely *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 68 positioned to leverage this experience with our deep understanding of cannabis industry law, compliance and management systems, to create a management model that brings structured retail discipline to the industry. We know we have the exp erience and model that will ensure that no other cannabis company is a better fit for the City of Fresno than us. We believe that our company success lies in our employees. In addition to Charles Grove, we have also hired the following individuals: Shane Evans, Warehouse Manager - Shane is a local small business owner with experience running cultivation maintenance crews for the second largest licensed cultivation facility in California. He is excited to have his chance at being a part of one of the most sophisticated cultivation projects in the state. 2.8.2. COMMITMENT TO OFFER APPRENTICESHIPS AND/OR COMPENSATION FOR CONTINUING EDUCATION IN THE FIELD; AND Local businesses are typically more cognizant of the impact they have on their neighbors and surrounding businesses. More importantly, they can also inspire and impact change, development, and a stronger sense of financial independence with customers and the broader community. Strong local business leaders spur entrepreneurship. For the last 200 years, entrepreneurship has spurred America’s economic growth. The Apiary is determined to hire from within Fresno - people who are integrated into the community - to ensure we have a solid understanding of our local needs. We will provide further education within the cannabis industry and new job opportunities to those looking to learn more about cannabis in Fresno. 2.8.3 COMMITMENT TO PAY A LIVING WAGE TO ITS EMPLOYEES. The Apiary will pay every employee a living wage. Hourly employees will receive $ /hour and salaried employees will receive the equivalent in their salaries. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 69 While local businesses create more local jobs, there are a multitude of other benefits that The Apiary recognizes from a local enterprise plan, including: 1. Stronger community identity: Small businesses contribute to the identity of the local community. They preserve the local character of the community and enhance the bonds that businesses create with their customers. 2. Community involvement: Local businesses are typically more cognizant of the impact they have on their neighbors and surrounding businesses. More importantly, they can also inspire and impact change, development, and a stronger sense of financial independence with customers and the broader community. The Apiary is determined to hire from within Fresno - people who are integrated into the community - to ensure we have a solid understanding of our local needs. 3. Community health - When was the last time you walked into a large chain store and you were greeted by name? Local enterprise businesses build a sense of community identity. We are committed to creating a strong sense of community and business health, regularly consulting and engaging with local business neighbors. 4. Local economic impact: When local employees live and shop in their communities, money stays and circulates locally. 5. Entrepreneurship: Strong local business leaders spur entrepreneurship. For the last 200 years, entrepreneurship has spurred America’s economic growth. 6. Innovation and competition: Businesses with a strong local enterprise focus tend to have a stronger sense of creating innovative solutions that appeal to local customer’s needs. This will keep us competitive and we will drive innovation for local customers. Small local businesses provide advantages to the surrounding community that large corporate retailers cannot offer. We are committed to having a local footprint, contributing to the local economy and hiring locally. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 73 SAFETY PLAN *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 74 It is our policy that the safety of our employees and the public is our foremost business consideration. The prevention of accidents and injuries takes precedence over experience. In the conduct of the company’s business, every attempt will be made to prevent accidents from occuring. The Apiary requires that our employees, as a condition of employment, comply with all applicable safety policies and procedures. The designated Safety Coordinator is the primary contact for safety regulated matters. All employees will receive an orientation of the safety policy and rules upon initial employment and are required to bring to the attention of their manager or the Safety Coordinator any unsafe or non-compliant conditions or practices. Managers must communicate these concerns to the Safety Coordinator, who will respond to reports within 24 hours. Safety training will be provided as often as necessary and annually at a minimum. Senior management will be actively involved with employees in establishing and maintaining an effective safety program. The CEO, Safety Coordinator and other members of the management team will participate with all retailer employees in an ongoing safety program. The CEO in coordination with managers must: ● Provide a safe workplace. ● Facilitate monthly safety meetings. ● Provide a safety and health education and training. ● Annually review and update workplace safety rules. All employees must: ● Report all unsafe conditions. ● Immediately report all work-related injuries. ● Wear the required personal protective equipment. ● Abide by the company’s safety rules at all times. 4.1 THE SAFETY PLAN SHALL BE PREPARED AND/OR ASSESSED BY A PROFESSIONAL FIRE PREVENTION AND SUPPRESSION CONSULTANT. Matthew Patnaude Senior Fire Systems Engineer Nicet #146793 Fire Alarm Systems, Level III Matson Alarm *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 75 581 W Fallbrook Fresno Ca 93711 P 559.438.8000 P 800.697.9800 www.matsonalarm.com 4.2 DESCRIBE ACCIDENT AND INCIDENT REPORTING PROCEDURES. All employees will receive an orientation to the safety rules upon initial employment and must bring to the attention of their manag er and/or the Safety Coordinator any unsafe conditions or practices. Managers will communicate these concerns to the Safety Coordinator, who will respond within 24 hours. Names and job titles of those responsible for the control of accumulation of flammabl e or combustible waste materials, and for maintenance of equipment and systems installed to prevent or control ignition of fires shall be determined after local hires have been made in order to ensure immediate response time when prudent. Accident reporting All accidents or near misses are to be reported to a manager or the Safety Coordinator immediately. Falsification of company records, including employment applications, time records or safety documentation will not be tolerated. Hazard reporting Employees must notify a manager or the Safety Coordinator immediately of any unsafe condition and/or practice. 4.3 DESCRIBE EVACUATION ROUTES. ● All exits will be clearly illuminated by EXIT signage on the roof of the facility - signs will be clearly visible from both directions. ● A Fire Exit Plan shall be printed and appropriately displayed on the wall of the facility. ● Egress doors will be installed and required to swing in the direction of egress. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 76 ● All staff will be briefed on Fire Safety procedures and a Fire Safety Exercise shall be conducted at least twice a year. 4.4 LOCATION OF FIRE EXTINGUISHERS AND OTHER FIRE SUPPRESSION EQUIPMENT. General fire code requirements ● An approved key box shall be provided and installed in a location approved by the Local Jurisdiction having authority. ● The business owner shall obtain all required fire department permits and keep them on site and available for inspection per the California Fire Code, section 105.. ● UL listed and appropriately sized and type of fire extinguishers shall be located throughout the facility as required by the California Fire Code and local amendments. ● Inform firefighters that they should wear appropriate protective equipment and self-contained breathing apparatus (SCBA) with a full facepiece operated in positive pressure mode. Fire protection plan The Apiary has prepared this fire protection plan for review by the City and the Chief Fire Marshall and/or Inspector. Fire sprinklers shall be located throughout the building. The primary purpose of the fire sprinklers is to protect employees, plant and equipment and the building in the event of a fire. In accordance with the California Fire Code, this plan covers the following and will be implemented in close consultation with the Fresno Fire Department: 1. The hazard of fire and explosion arising from storage, handling or use of structures, materials or devices. 2. Conditions hazardous to life, property or public welfare in the occupancy of structures or premises. 3. Fire hazards in the structure or on the premises from occupancy or operation. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 77 4. Matters related to the construction, extension, repair, alteration or removal of fire suppression or alarm systems. 5. Conditions affecting the safety of firefighters and emergency responders during emergency operations. Portable fire extinguishers Approved portable fire extinguishers will be supplied at the facility to give employees and management the means to suppress a fire during its initial or incipient stage. The Apiary will ensure that all portable fire extinguishers are located where they are readily visible and accessible at all times. Proper maintenance of the installed portable fire extinguishers is the responsibility of the General Man ager/Supervisor and will be included in their monthly checklist for the operations of the site. Fire extinguishers shall be of the proper UL Class A and Class B:C rating and size to be covered per OSHA guidelines. Fires, Hazardous Material And Inhalation Threat Management The entire facility will comply with all local fire code requirements. A fire inspection will occur at least once per year by the local fire department in conjunction with the Fresno Fire Department. Smoke detection, exits and fire separations The facility will be equipped with automatic smoke detection as required by the California Fire Code, and shall be monitored at a remote central station. The smoke detection system shall be monitored twenty-four hours, seven days per week by the same licensed central station. The smoke detection system shall be monitored twenty - four hours, seven days per week by the same licensed central station that will be monitoring the security system. 4.5 DESCRIBE PROCEDURES AND TRAINING FOR ALL FIR E AND MEDICAL EMERGENCIES. Employee Response to Fire Situations Employees’ response to a fire emergency is delineated in the emergency action plan. Designated and trained employees may attempt to extinguish incipient fires with fire extinguishers after sounding the alarm to alert other employees. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 78 Fire Systems: Staff Training Employees shall be apprised of the fire hazards and the materials and processes they are exposed to. Upon the initial assignment, employees should be made aware of those parts of thi s fire prevention plan which they must know to protect them in the event of an emergency. This plan is located in the staff room at the facility and shall be made available for review upon request from the General Manager/Supervisor at the facility. Respirator Training Training shall be done by a licensed operator before employees wear their respirators and annually thereafter as long as they wear respirators. Additional training will also be done when an employee uses a different type of respirator or w orkplace conditions affecting respiratory hazards or respirator use have changed. Training will cover the following: ● Why the respirator is necessary. ● The respirator’s capabilities and limitations. How improper fit, use or maintenance can make the respirator ineffective. ● How to properly inspect, put, seal check, use, and remove the respirator. ● How to clean, repair and store the respirator or get it done by someone else. ● How to use a respirator in an emergency situation or when it fails. ● Medical symptoms that may limit or prevent respirator use. Records management The following records will be kept: ● A copy of the completed respirator program. ● Employee’s latest fit testing results. ● Employee training records. ● Written medical recommendations from a medical provider. Employee Safety Education Safety policies detail procedures for ensuring the implementation of best safety practices at all times and in accordance with OSHA guidelines throughout all facilities and operations. The systematic guidelines established will be strictly enforced, as the safety of the employees and the public is our foremost business consideration. All employees will comply with all applicable safety regulations as listed in the standard operating procedures as a condition of employment. Safety training will be provided as often as necessary and annually at a minimum. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 79 Our goal is to keep our people and our customers safe. Our training will help employees: ● Recognize safety hazards and correct them. ● Avoid incidents and near-misses to prevent injuries. ● Understand safety best practices and expectations. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 99 COMPANY POLICIES AND STANDARD OPERATING PROCEDURES We have established founding principles that drive our business model and inform our best practices. Company principles: ● Remain compliant ● Stay consistent ● Trust is earned ● Education is key ● Sustainability is critical ● Local first Site Operating Plan: Policies and procedures for all operations, including facility restrictions, hours of operation, opening and closing procedures, age restriction and verification, signage policies, advertising and marketing policies, sales limits, track and trace, inventory management, data management, records retention, auditing procedures, annual reviews, rights of access, packaging policy, storage and handling, testing procedures, complaints and returns, compliance management, permit display and noise reduction. All of these policies and procedures will govern all operations contemplated on this site and are described in detail below. These Standard Operating Procedures are designed to provide step by step instructions for staff performing routine and complex tasks. Our SOP’s focus on creating efficiency, quality and uniformity of output, while reducing miscommunication and failure to comply with industry regulators and company standards. Standard Operating Procedures: Facility Restrictions - Applicable law: Pursuant to the California Code of Cannabis Regulations section 5039 and the Fresno Municipal code, The Apiary officers, management and staff will adhere to both local and state laws and regulations as it relates to running a compliant facility in the City of Fresno. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 100 Objective: To ensure the facility remains in compliance with the city’s rules and regulations as it relates to building signage, advertising on -site consumption and permit visibility. Company principle: Remain compliant. ● On-site consumption of cannabis is prohibited at all times by all individuals on the property. ● No cannabis or cannabis products or graphics depicting cannabis or cannabis products will be visible from the exterior of the business premises, or on any of the vehicles owned or used as part of the business. ● Each entrance will be visibly posted with a clear and legible notice indicating that smoking, ingesting or otherwise consuming cannabis on the premises or in the area adjacent to the commercial cannabis business is prohibited. ● The original copy of the commercial cannabis permit issued by the City will be posted inside the business premises in a location readily visible. Hours of Operation - Applicable law: Pursuant to the California Code of Cannabis Regulations se ction 5403, The Apiary officers, management and staff will adhere to both local and state laws and regulations as it relates to running a compliant facility in the City of Fresno. Objective: To create a successful and fully compliant operation which allow s us to serve the needs of our customers during the hours of operation. Company principle: Stay consistent. ● Pursuant to BCC and Fresno requirements, the proposed main hours of operation for the facility will be between 6am and 10pm Age Restriction and Verification - Applicable law: Pursuant to California Code of Cannabis Regulations sections 5031, 5400, 5404 and 5415, The Apiary officers, management and staff will adhere to both local and state laws and regulations as it relates to age restrictions at the facility in the City of Fresno. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 101 Objective: To ensure that no one underage enters the facility and that our customers meet the age requirements. Company principle: Remain compliant. ● Employee Age Restriction:We will not employ or retain persons under 21 years of age. ● Age Verification: Electronic check? ● Cannabis will not be sold without age verification. ● Dispensary employees will verify the age and identity of the recipient of the cannabis goods at purchase. ● Cannabis goods will only be received by the customer. The employee will scan the customer’s valid identification card and verify that the individual is 21 years of age or older. Signage - Applicable Law: Pursuant to the California Code of Regulations section 5040 (b); Business & Professions Code section 5200 and the Fresno Municipal Code, our company will adhere to both local and state laws and regulations as it relates to signage in the City of Fresno. Objective: To ensure that all visitors visually see the protocols both inside our dispensary and in the area surrounding the facility. Company principle: Remain compliant. We will install facility signage once approved by the City of Fresno, that clearly establishes it as a dispensary, without being ove rly obtrusive, obstructive or offensive. The following signage will be displayed prominently within the business in measurements of not less than 8X10 inches in a minimum of 24 -point font, stating: 1. “The sale or diversion of cannabis or cannabis products without a license issued by the City of Fresno is a violation of State Law and Fresno Municipal Code.” *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 102 2. “Smoking, ingesting or consuming marijuana on the premises or in the vicinity of the dispensary is prohibited.” 3. “No one under the age of 21 is allowed on the premises.” 4. “The hours of operation for an authorized dispensary are limited to 6:00 AM - 10:00 pm.” 5. “Secondary sale, barter, or distribution of cannabis or cannabis products purchased from The Apiary is a crime and can lead to arrest.” 6. “Patrons must immediately leave the premises and not consume cannabis or cannabis products until at home or in an equivalent private location. Staff will monitor the location and vicinity to ensure compliance.” 7. This premises is continually monitored by CCTV Cameras.” 8. “Loitering is strictly prohibited.” This signage is designed to ensure that customers are managed and aware that ingesting or smoking any cannabis products in the vicinity of the building is not allowed, thus limiting any impacts on surrounding businesses, and their concerns. Advertising and Marketing - Applicable Law: Pursuant to the California Code of Cannabis Regulations sections 5040, 5041-5041.1; Business & Professions Code section 5200 and the City of Fresno Municipal Code, we will adhe re to both local and state laws and regulations as it relates to signage in the City of Fresno. Objective: To market The Apiary brand in compliance. Company principle: Strive for excellence. ● We will direct all advertising efforts towards cannabis customers only. The company logo and all produced marketing materials will be non -offensive and designed to be informative. ● The Apiary will strategically advertise and will not use large billboards or obtrusive signage in company campaigns unless a sign permi t has been issued to the company and permitted by law. ● Our marketing materials will not be located within 600 feet of a K-12 school, child care center, youth center, park, church and library. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 103 ● In addition, our social media presence will be deliberately ge ared towards the responsible use of cannabis. As such, pages will include full disclaimers that products shown are for educational/promotional purposes, are intended for cannabis customers, and not for sale on the outlet on which they are shown. ● Advertising and marketing of our brand will not contain any depictions of an individual under the age of 21, nor will advertising and marketing be attractive to youth. ● We will update all ethical advertising practices to maintain compliance with the law and address any further concerns expressed by the public. Sales Limits - Applicable law: Pursuant to California Code of Regulations section 5409, our retail staff will adhere to both local and state laws and regulations as it pertains to the daily sales limits in the City of Fresno. Objective: To ensure that our staff is providing customers the correct amount of cannabis or cannabis goods in compliance with local and state laws and regulations. Company principle: Remain compliant. ● The Apiary will not sell any more than 28.5 grams of non-concentrated cannabis in a single day to a single customer. ● We will not sell more than 8 grams of cannabis concentrate, including cannabis concentrate contained in cannabis products, in a single day to a single customer. ● We will not sell any more than 6 immature cannabis plants in a single day to a single customer. ● We will not sell edible cannabis products containing more than 10 milligrams of THC per serving. ● We will not sell edible cannabis products containing more than 100 milligrams of THC per package. ● We will not sell cannabis products that are in the shape of a human being, either realistic or character, animal, or fruit. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 104 ● We will not sell cannabis infused beverages or powder, gel or other concentrate with instruction for the preparation of cannabis infused beverages. ● We will not provide free cannabis or cannabis products to any person. Track and Trace - Applicable law: Pursuant to the California Code of Regulations sections 5048 - 5051; Business and Professions Code sections 26013, 26067, 26070, 26160 and 26161. Objective: To ensure that any cannabis handled, managed or sold by The Glass Lobby is tracked and traced at every point of the inventory management process. Company principle: Remain compliant. Blaze is our primary point-of-sale or management inventory tracking system to track and report on all aspects of the commercial cannabis business including but not limited to, such matters as cannabis tracking, inventory data, gross sales (by weight and by sale), time and date of each sale, etc. Track and Trace Procedures ● The Apiary will have in place a point of sale or management inventory tracking system to track and report on all aspects of the commercial cannabis business including, but not limited to, such matters as cannabis tracking, inventory data, gross sales (by weight and by sale), time and date of each sale, etc. ● All transactions will be entered into the track and trace system by 11:59pm PT, on the day transactions occurred. ● We will only enter and record complete and accurate inform ation into the track and trace system, and will correct any known errors entered into the track and trace system immediately upon discovery. ● The Apiary will record in the track and trace system, all commercial cannabis activity, including any: 1. Packaging of cannabis goods. 2. Sale of cannabis goods. 3. Transportation of cannabis goods to a licensee. 4. Receipt of cannabis goods. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 105 5. Return of cannabis goods. 6. Destruction and disposal of cannabis goods. 7. Laboratory testing and results. 8. Any other activity as required by any other licensing authority. ● The following information will be recorded for each activity entered in the track and trace system: 1. Name and type of cannabis goods. 2. Unique identifier of the cannabis goods. 3. Amount of the cannabis goods, by weight or count. 4. Date and time of the activity or transaction. 5. Name and license number of other licensees involved in the activity or transaction. 6. If the cannabis goods are being transported, The Apiary will transport pursuant to a shipping manifest generated through the track and trace system as well as: a) The name, license number and premises address of the originating licensee. b) The name, license number, and premises address of the licensee transporting the cannabis goods. c) The name, licensee number, and premises address of the destination licensee receiving the cannabis goods into inventory or storage. d) The date and time of departure from the licensed premises and approximate date and time of departure from each subsequent licensed premises, if any. e) Arrival date and estimated time of arrival at each licensed premises. f) Driver’s license number of the personnel transporting the cannabis goods, and the make, model and license plate number of the vehicle used for transport. Destruction and disposal of cannabis ● If cannabis goods are being destroyed or disposed of, the licensee will record in the track and trace system the following additional information: 1. The name of the employee performing the destruction or disposal. 2. The reason for destruction or disposal. 3. The name of the entity being used to collect and process cannabis waste. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 106 ● Description for any adjustments made in the track and trace system, including, but not limited to: 1. Spillage or fouling of the cannabis goods. 2. Any event resulting in exposure or compromise of the cannabis goods. 3. Any other information as required by any other applicable licensing authority. Loss of access ● If at any point, The Apiary loses access to the track and trace system for any reason, we will prepare and maintain comprehensive records detailin g all commercial cannabis activities that were conducted during the loss of access. ● The licensee will both document and notify licensing authorities immediately: 1. When access to the system is lost; 2. When it is restored; and 3. The cause for the loss of access. ● We will submit the Notification and Request Form, BCCLIC -027 when connectivity is lost. ● Once access is restored, all commercial cannabis activity that occurred during the loss of access will be entered into the track and trace system within three business days of access being restored. ● The Apiary will not transport, transfer or deliver any cannabis goods until such time as access is restored and all information recorded in the track and trace system. System reconciliation The Apiary will reconcile the physical inventory of cannabis goods at the licensed premises with the records in the track and trace database at least once every 14 days. If we find a discrepancy between its physical inventory and the track and trace system database, the licensee will conduct an audit. Cannabis Inventory Control - Applicable law: Pursuant to the California Code of Regulations sections 5423 - 5324, our management and staff will adhere to both local and state laws and regulations as it relates to inventory control in the City of Fresno. Objective: To ensure that any cannabis handled, managed or sold by The Glass *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 107 Lobby is managed and accounted for in the most efficient and effective manner possible. Company principle: Stay consistent. Data Management - Applicable law: Pursuant to the California Code of Regulations sections 5048 and 5051 in association with our own internal company policy. The Apiary management and staff will adhere to both local and state laws and regulations as it relates to data management in the City of Fresno. Objective: To ensure that privacy records, financial records, cost tracking, and analysis, inventory levels and compliance data are safely and securely stored within the cloud software. Company principle: Remain compliant. Data management Data will be stored by The Apiary using industry specific cloud storage software. Our first priority is to ensure that such a system provides secure electronic access to health data that is compliant with privacy rules and HIPAA Complianc e (Health Insurance of Portability and Accountability Act). HIPAA Compliance ensures that data could never be released without either the patient’s written consent or by court subpoena. Data is stored at an off-site HIPAA-Compliant Data Storage Center and is SSL encrypted. Specifically, we will also ensure that any data storage and web -hosting services have: 1. A signed Business Associate Agreement (BAA). 2. Monthly vulnerability ability scans of servers. 3. Mitigation of the vulnerabilities discovered by the monthly vulnerability scans. 4. Server hardening. 5. Off-site backups. 6. Log retention of 6 years. A licensed CFO is retained and employed by The Apiary to ensure that appropriate financial systems, policies, procedures and accounts are maintained accurately by the Company. GAAP Accounting Procedures shall be used. An *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 108 independent and certified 3rd party auditor shall also be appointed for annual accounting compliance and audit checks. Data reconciliation The key is to gather information at specific points in the process and then reconcile that information such that the continuous flow and custody of the cannabis product can be monitored and measured. Such information is used at two levels. ● First, for regulatory reporting purposes. ● Second, as a management tool for making important decisions about the overall efficiency of the operation. To that end, information such as cost tracking and analysis, inventory levels and compliance data is entered into the Data Management System and recorded. Any differences between expected and actual values or counts are immediately highlighted and addressed. Further, using various software privileges, individual employees are held accountable for their tasks and any issues that may arise in fulfilling those tasks. Each employee is given a specific password, such that his/her work input can be monitored and corrected, if necessary. The software systems have a redundancy of backup. Data is stored in secured hardware off-site cloud storage servers, using the latest in encryption technology. All data collected is time and date specific, identified by the employee inputting the data and stored for at least the time required by the State rules. Further, backup data is taken at regular intervals and stored off-site in secondary secure locations using portable hard drives. The result is a highly secure, data processing system with redundancy of operations and storage built in. Records Retention The Apiary will keep and maintain the following records related to commercial cannabis activity for at least seven years: ● Financial records including but not limited to, bank statements, sales invoices, receipts, tax records, and all records required by the California Department of Tax and Fee Administration. ● Personnel records including each employee’s full name, social security number or individual taxpayer identification number, date employment begins, and date of termination of employment if applicable. ● Training records including but not limited to the content of the training provided, and the names of the employees that received the training. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 109 ● Contracts with other licensees regarding commercial cannabis activity, including the source(s) of all products. ● Permits, licenses, and other local authorizations to conduct the licensee’s commercial cannabis activity. ● Security records except for surveillance. ● Cannabis records relating to the composting or destruction of cannabis goods. ● Documentation for data or information entered into the track and trace system. ● Other documents prepared or executed by an owner or his employees or assignees in connection with the licensed commercial cannabis business. ● Accurate books and records in an electronic format, detailing all of the revenues and expenses of the business, and all of its assets and liabilities. ● Employee register containing the names and the contact information (including the name, address, and telephone number) of anyone owning or holding an interest in The Apiary, and separately of all the officers, managers, employees, and agents currently employed or otherwise engaged in the business. ● Accurate record of sale for every sale made to a customer. A record of a cannabis goods sale will contain the following information: a) The first name and employee number of the retailer employee who processed the sale; b) The first name of the customer and a retailer assigned customer number for the person who made the purchase; c) The date and time of the transaction; d) A list of all the cannabis goods purchased, including the quantity purchased; and e) A total amount paid for the sale including the individual prices paid for each cannabis good purchased and any amount paid for taxes. Employee Records The Apiary will keep the following records of each of its employees on file at the premises of the business: ● Name, address and phone number of the employee. ● Age and verification of the employee. A copy of a birth certificate, driver’s license, government issued identification card, passport or other proof that the employee is at least 21 years of age must be on file with the business. ● A list of any crimes enumerated in California Business and Professions Code Section 6057(b)(4) for which the employee has been convicted. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 110 ● Name, address, and contact person for all previous employers of the employee for the last ten years, including but not limited to, all employers from which the employee was fired, resigned, or asked to leave and the reasons for such dismissal or firing. ● The fingerprints and a recent photograph of the employee. ● Verification that the employee is a qualified customer or primary caregiver, if applicable. Financial Records An appropriate financial software (example: Quickbooks) shall be installed and managed for use by The Apiary with all revenues, expenses, assets and liabilities accounted for. Annual records (or as requested) shall be made available to the City detailing all sales revenue on a per month basis. Taxes shall be estimated at agreed City rates and paid on time to all local and state tax authorities. Records Management Records will be kept in a manner that allows the records to be produced for licensing authorities at the licensed premises in either hard copy or electronic form. Records shall be maintained off-site, in electronic form on a secure SLL - encrypted server and secured and verified by the Head of Compliance for The Apiary as needed (consistent with requirements pertaining to patient confidentiality pursuant to applicable state and federal law). All records required to be maintained by the business will be maintained for no less than three years and are subject to immediate inspection by approved City officials. Auditing Procedures - Applicable law: Pursuant to the California Code of Regulations section 5800 (c -e) and our internal company policies, our officers, management and staff will adhere to both local and state laws and regulations as it relates to auditing procedures in the City of Fresno. Objective: To ensure accuracy of The Apiary’s systems and processes at the licensed facilities in the City of Fresno. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 111 Company principle: Remain compliant Annual Reviews - Applicable law: This is an internal company policy Objective: To provide transparency to the City of Fresno as it relates to The Apiary’s internal processes, records, community engagement, security measures, labor and employment and site management at the facility. Company principle: Strive for excellence. Annual Review We will submit an annual performance review report for review by the City of Fresno City Manager’s OFfice. The report will cover all financials, labor and employment, community engagement, localization initiatives, security measures and initiatives, odor control initiatives, environmental initiatives and site management procedures implemented and executed by The Apiary. Right of Access - Applicable law: Pursuant to the California Code of Regulations section 5800 (c -e) and The Apiary internal policies, our officers, management and staff will adhere to both local and state laws and regulations as it relates to the right of access in the City of Fresno. Objective: To provide transparency to the City of Fresno as it related to The Apiary granting full access to the premises and records at the facility. Company principle: Remain compliant. Right of access We understand that the company is required to allow City officials, employees, and their designees full access to the premises and records as per the Fresno Municipal Code. Packaging Policy - Applicable law: Pursuant to the California Code of Regulations sections 5303 and 5412-5413, The Apiary management and staff will adhere to both local and state laws and regulations as it relates to packaging in the City of Fresno. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 112 Objective: To ensure the packaging is compliant throughout the entire life -cycle of the cannabis and/or cannabis product. Company principle: Remain compliant. Packaging regulations All packaging will meet the requirements of California Business and Professions Code section 19347 and as a best practice, The Apiary Will also meet the packaging requirements as outlined by the followi ng standards: ● Poison Prevention Packaging Act, Title 16, Part 1700; ● Code of Federal Regulations, Title 40, part 157.2; and ● American Society for Testing and Materials (ATSM) D3475-15. Packaging practice: distribution operations ● The Apiary will not package, re-package, label or re-label manufactured cannabis products. If this is required, the products will be sent to the originating entity that holds a manufacturing license. ● If it is determined that during laboratory testing that a manufactured product is labeled with the incorrect amount of THC per package or serving but is within the THC limits for sale, The Apiary understands that it may re-label the package with the accurate THC amount. ● The Apiary also understands that it may re -label packages with the accurate amount of cannabinoids and terpenoids if laboratory testing determines that the manufactured product is labeled within incorrect amounts. Packaging practice: manufacturing operations A package used to contain a cannabis product will adhe re to the following requirements: ● The package will protect the product from contamination and will not expose the product to any toxic or harmful substance. ● The package will be tamper-evident, which means that the product will be packaged in packaging that is sealed so that the contents cannot be opened without obvious destruction of the seal. ● The package will be child-resistant. A package that is deemed child- resistant if it satisfies the standard for “special packaging” as set forth in the Poison Prevention Packaging Act of 1970 Regulations (16 C.F.R. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 113 section 1700.1(b)(4) ) (Rev. December 1983), which is hereby incorporated by reference. ● The package will not imitate any package used for products typically marketed to children. ● If the product is an edible product, the package will be opaque. ● If the package contains more than one serving of cannabis product, the package will be re-sealable so that child-resistance is maintained throughout the life of the package. Label content for cannabis and cannabis-derived products ● Each packaged and labeled product must bear on the label of its primary packaging in a type size no less than 6 point: ○ The identity of the product in a text size reasonably related to the most prominent printed matter on the panel; ○ The universal symbol as described in Section 40412; ○ The net weight or volume of the contents of the package; ○ The THC content and CBD content for the package in its entirety, expressed in milligrams per package; ○ Name and place of business of the manufacturer or distri butor. ● In addition to the above requirements, for edible products, each product label must contain a “product facts” box listing quantitative content and nutrient information relevant to the product, including, as applicable to the product’s content: ○ The words “cannabis-infused” immediately above the identity of the product in bold type and a text size larger than the text size used for the identity of the product. ○ The THC content and CBD content per serving, expressed in milligrams per serving. Information panel labeling The label for a cannabis product will include an informational panel that includes the following: ● The licensed manufacturer and its contact number or website address; ● The date of the cannabis product’s manufacture and packaging; ● The following statements in bold print: “GOVERNMENT WARNING: THIS PRODUCT CONTAINS CANNABIS, A SCHEDULE 1 CONTROLLED SUBSTANCE. KEEP OUT OF REACH OF CHILDREN AND ANIMALS. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 114 CANNABIS PRODUCTS MAY ONLY BE POSSESSED OR CONSUMED BY PERSONS 21 YEARS OF AGE OR OLDER UNLESS THE PERSON IS A QUALIFIED PATIENT. THE INTOXICATING EFFECTS OF CANNABIS PRODUCTS MAY BE DELAYED UP TO TWO HOURS. CANNABIS USE WHILE PREGNANT OR BREASTFEEDING MAY BE HARMFUL. CONSUMPTION OF CANNABIS PRODUCTS IMPAIRS YOUR ABILITY TO DRIVE AND OPERATE MACHINERY. PLEASE USE EXTREME CAUTION.” ● If the cannabis product is intended for sale in the medicinal-use market, the statement “FOR MEDICAL USE ONLY;” ● A list of all product ingredients in descending order of predominance by weight or volume; ● If the edible cannabis product contains an ingredient, flavoring, coloring or an incidental additive that bears or contains a major food allergen, the word “contains” followed by a list of the applicable major food allergens. ● If an edible cannabis product, the names of any artificial food colorings contained in the product; ● If an edible cannabis product; the amount, in grams, of sodium, sugar, carbohydrates, and total fat per serving; ● Instructions for use, such as the method of consumption or application, and any preparation necessary prior to use; ● The product expiration date, “use by” date or “best by” date, if any; and ● The UID and, if used, the batch number. Child resistant packaging ● The Apiary will draw its definition for child -resistant packaging from the PPPA. The Act defines child-resistant packaging as “designed or constructed to be significantly difficult for children under five years of age to open and not difficult for normal adults to use properly.” ● Prior to delivery by or sale at The Apiary, BudTenders and Dispatch staff will package cannabis products in tamper-proof, child resistant packaging, then label the packages. Labels will include a unique identifier, which will originate from manufacturers and cultivators for the purpose of identifying and tracking medical and adult-use cannabis. ● Child resistant packages will not be attractive to children, nor will any package be sold that is not child -resistant, unless otherwise exempted by regulation. The Apiary will only use generic food names on labels to describe edible medical cannabis products. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 115 Storage and Handling Policy - Applicable Law: Pursuant to the California Code of Regulations sections 5033, 5044(c)(2), and 5301, The Apiary management and staff will adhere to both local and state laws and regulations as it relates to storage and handling in the City of Fresno. Objective: To ensure cannabis and cannabis products are safe and secured in order to protect against deterioration , contamination and product diversion. Company principle: Remain compliant. Testing Procedures - Applicable Law: Pursuant to the California Code of Regulations sections 5302, 5304-5307, The Apiary management and staff will adhere to both local and state laws and regulations as it relates to testing procedures in the City of Fresno. Objective: To establish a trusted testing procedure that will allow The Apiary to remain compliant with state law, in addition to working with other licensed commercial cannabis businesses and ensuring they are also in compliance with the testing procedures established by the City of Fresno. Company principle: Trust is earned. Complaints, Returns and Recall Policy - Applicable Law: Pursuant to the California Code of Regulations section 5410, The Apiary management and staff will adhere to both local and state laws and regulations as it relates to complaints, returns and recalls at the facilities in the City of Fresno. Objective: To provide a high level of customer service to customers who may want to complain or return cannabis/cannabis products purchased at our facility. In the event of a recall, The Apiary management and staff will be able to execute the process seamlessly by adhering to this policy. Company principle: Trust is earned. Customer satisfaction *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 116 The Apiary has a complaints, returns and recall policy that is fair, just, and flexible (when needed) to deal with customer issues immediately. The policy has been designed to put customers first and adapt to the numerous circumstances where required to ensure that our patients and customers are managed fairly and justly. The policy is rigid where it needs to be, particularly in relation to Product Recalls where there is minimal, or no, flexibility for front-line retail sales staff. Complaints ● The Apiary appoints the General Manager as the qualified person that will receive all customer complaints. The General Manager must notify The Apiary’s Head of Compliance within 12 -hours of any complaint by completing a “Compliant Notice” form which records the time, date, name, location and situation, regarding where the complaint was received (phone, in store, online, etc.) ● Once a complaint is received, our Head of Compliance will determine the following: ○ Receive and review product complaints to determine whether the product complaint involves a possible failure of a product to meet any of its specifications and other requirements that, if not met, may result in a risk of illness or injury; and ○ Investigate any product complaint that involves a possible failure of a product to meet any of its specifications, or any other requirements of this part, including but not limited to those specifications and other requirements that, if not met, may result in a risk of injury or illness. ● The Head of Compliance is responsible for sending an initial “Complaint Received” note to the person that made the complaint within 24 hours. ● The Head of Compliance will review and approve decisions about whether to investigate a product complaint and review and approve the findings and follow - up action of any investigation performed. This will be managed weekly in coordination with the General Manager for the facility where the complaint was received. ● The review and investigation of the product complaint, and the review by the Head of Compliance about whether to investigate a product complaint, and the findings that follow-up action of any investigation performed, must extend to all related batches and relevant records. Related batches may include, but are not limited to, batches of the same product, other batches processed on the same equipment or during the same time period, or other batches produced using the same batches or lots of components or packaging components. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 117 ● A written record of the complaint, and where applicable, its investigation must be kept, including: ○ Identity of the product; ○ Batch, lot or other control number of the product; ○ Date the complaint was received and the name, address or telephone number of the complainant, if available; ○ Nature of the complaint including, if known, how the product was used; ○ Names of personnel who do the following: i. Review and approve the decision about where to investigate a product complaint; ii. Investigate the complaint, and iii. Review and approve the findings and follow -up action of any investigation performed. ○ Findings of the investigation and follow-up action taken when an investigation is performed; and a Response to the complainant, if applicable, which should be sent no later than 72-hours after the complaint was received. ● The procedure for a product complaint that includes a report of an adverse event (an adverse event is a health related event associated with use of a product that is undesirable, and that is unexpected or unusual), includes the following: ○ Reporting to any public health authority; ○ Reporting to the physician of record for the individual reported to have experienced the adverse event, if known; and ○ Product recall. Returned products ● Manufacturing, packaging, and/or labeling operations must establish written procedures describing the receipt, handling, and disposition of returned cannabis or cannabis derived products. ● Returned products must be identified as such and be quarantined upon receipt. ● Returned products must be reviewed and approved or rejected by quality control personnel. ● If the conditions under which returned products has been held, stored, or shipped before or during its return, or if the condition of the product, its containers or labeling, as a result of shipping or storage, casts doubt on the identity, purity, strength, composition, or freedom from contamination or adulteration of the product, the returned product will be rejected unless examination, testing, or other investigations prove the product meets appropriate standards of identity, purity, strength, and composition and its freedom from contamination or adulteration. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 118 ● If the reason a product is returned implicates associate batches, an appropriate investigation must be conducted and must extend to all related batches and relevant records. Related batches may include, but are not limited to, batches of the same product, other batches processed on the same equipment or during the same time period, or other batches produced using the same components of packaging components. *Rejected returned products returned to the manufacturing, packaging, labeling and holding operation must be destroyed as per regulation. ● A written record must be kept of the return, and where applicable its investigation, including: ○ Identity of the product; ○ Batch, lot or other control number of the product; ○ Date the returned product was received; ○ Name and address from which it was returned, and the means by which it was returned; ○ Reason for the return; ○ Results of any tests or examinations conducted on the returned product, or on related batches, if any; ○ Findings of the investigation and follow-up action taken when an investigation is performed; ○ Any reprocessing performed on the returned product; ○ The ultimate disposition of the returned product, and the date of disposition; and ○ Names of the quality control personnel who do the following: i. Review the reason for the product return; ii. Review and approve any reprocessing, as applicable; and iii. Review and approve the findings and follow -up action of any investigation performed. Recall procedures ● The Apiary will establish and implement written procedures for recalling cannabis products manufactured at the facility that are determined to be misbranded or adulterated. These procedures will include: ○ Factors which necessitate a recall; ○ Personnel responsible for implementing the recall procedures; and ○ Notification protocols, including: i. A mechanism to notify all customers that have, or could have, obtained the product, including communication and outreach via media, as necessary and appropriate; *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 119 ii. A mechanism to notify any licensees that supplied or received the recalled product; and iii. Instructions to the general public and/or other licensees for the return and/or destruction of recalled product. ● Procedures for the collection and destruction of any recalled product. Such procedures will be the following requirements: ○ Date the returned product was received; ○ Name and address from which it was returned, and the means by which it was returned; ○ Reason for the return; ○ Results of any tests or examinations conducted on the returned product, or on related batches, if any; ○ Findings of the investigation and follow-up action taken when an investigation is performed; ○ Any reprocessing performed on the returned product; ○ The ultimate disposition of the returned product, and the date of disposition; and ○ Names of the quality control personnel who do the following: i. Review the reason for the product return ii. Review and approve any reprocessing, as applicable, and iii. Review and approve the findings and follow -up action of any investigation performed. Recall procedures ● The Apiary will establish and implement written procedures for recalling cannabis products manufactured at the facility that are determined to be misbranded or adulterated. These procedures will include: ○ Factors which necessitate a recall; ○ Personnel responsible for implementing the recall procedures; and ○ Notification protocols, including: i. A mechanism to notify all customers that have, or could have, obtained the product, including communication and outreach via media, as necessary and appropriate; ii. A mechanism to notify any licensees that supplied or received the recalled product; and iii. Instructions to the general public and/or other licensees for the return and/or destruction of recalled product. ● Procedures for the collection and destruction of any recalled product. Such procedures will meet the following requirements: *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 120 ○ All recalled products that are intended to be destroyed will be quarantined for a minimum period of 72 hours. The licensee will affix to the recalled products any bills of lading, shipping manifests, or other similar documents with product information and weight. The product held in quarantine will be subject to auditing by the City. ○ Following the quarantine period, the licensee will render the called cannabis product unusable and unrecognizable and will do so on video surveillance. A recalled cannabis product that has been rendered unusable and unrecognizable is considered cannabis waste and shall be disposed of. ○ The Apiary shall dispose of chemical, dangerous, or ha zardous waste in a manner consistent with federal, state, and local laws. This requirement shall include but is not limited to recalled products containing or consisting of pesticide or other agricultural chemicals, solvents or other chemicals used in the production of manufactured cannabis batches, and cannabis soaked in a flammable solvent for the purpose of producing manufactured cannabis batches. ○ The Apiary shall not dispose of recalled cannabis product in an unsecured area or waste receptacle that is not in the possession and/or control ofThe Apiary. In addition to the tracking requirements, we shall use the trace-and-trace database and on-site documentation to ensure that recalled cannabis products intended for destruction are identified, weighed and tracked while on the licensed premises and when disposed of. For recalled cannabis products, The Apiary shall enter the following details into the track and trace database; the weight of the product, reason for destruction, and the date the quarantine period will begin. Lastly, we shall notify the licensing entity of any recall immediately and no later than 24 hours of initiating the recall. Compliance Management - Applicable Law: This is an internal policy Objective: to ensure all requirements for our operation in the City of Fresno are implemented properly and are in alignment with the City’s requirements. Company principle: Trust is earned Managing compliance with local and state laws *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 121 The General Manager is the head of the business and all commi tments thereunder including ensuring that all commitments to the City and State are being met. The Apiary will ensure that all obligations, taxes, fees and other operational procedures are in place. Specifically, the General Manager will also ensure the following compliance measures take place: ● Providing all necessary information and reports to local and state regulatory agencies; ● Monitoring reports from the inventory control system; ● Tracking any discrepancies between known or expected values, counts, weights or other information back to the source error; ● Providing input and implementing changes to protocols to correct errors, and/or other deficiencies in the facility operations; ● Monitoring shipping manifests, inventory levels, inventory weight amounts, and other seed to sale tracking information; ● Interfacing with security; ● Engaging local counsel when necessary; and ● Any other responsibilities required by management. Permit Display Policy - Applicable Law: Pursuant to the California Code of Regulations section 5039 and the City of Fresno Municipal Code, The Apiary management will comply with both local and state regulations pertaining to the display of permits and department licenses. Objective: To ensure that all local state permits and licenses are properly displayed at the facility, in a manner requested by all licensing authorities. Company principle: Remain compliant. Permit Display The original copy of any Cannabis Business Permit issued by the City pursuant to the City of Fresno Cannabis Ordinance, will be posted adjacent to the lobby entrance located at the facility. The Apiary understands that permits will be required to renew every 12 months with both the City of Fresno and the State of California. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 122 Filings will be placed at least 60 days before the existing permit expires. All applicable planning, zoning, building, and other applicable permits from the relevant authorities which may be applicable to the zoning district in which such commercial cannabis business intends to establish and to operate will be obtained by The Apiary prior to any operations commencing. Noise Reduction Policy Applicable Law: Pursuant to California Business and Professions Code section 5808(c)(2) and The Apiary INTERNAL POLICIES. Objective: To create a peaceful and enjoyable environment around the The Apiary facility. Our management and staff will be good stewards of and neighbors in the Fresno Community. Company principle: Trust is earned. Noise reduction policy The Apiary has made plans to address concerns about noise emanating from its facility. We will favor equipment that makes minimal noise in its facility and will utilize other sound-dampening technologies. Many of the security features we will use in our facilities (such as rein forced doors, windows and walls) have the added bonus of being sound -dampening as well. The Apiary designed our facility so that any loud equipment in continuous use (such as the air filtration system) is located inside the building, on the roof, or properly sound-proofed in order to minimize any disturbance it may cause neighbors. We will update all noise reduction practices to maintain compliance with the law and address any further concerns expressed by the public. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 123 Hazardous Materials Identification of Fire Hazards The following is a list of potential fire hazards and their associated work areas: Work Area Fire Hazards Packaging Workstation Paper, Plastic, Electrical Work Rooms Paper, Electrical Store Room Paper, Plastic, Flammable and Combustible Liquids Break Room Paper, Plastic, Electrical Appliances Housekeeping Practices The following are the fire prevention practices associated with fire hazards identified above: Type of fire hazard Fire prevention practices ● Paper ● Waste paper cans emptied daily ● Electrical ● Quarterly inspections of outlets, multi strips, cubicles and work areas ● Flammable liquids ● Store liquids in approved flammable storage cabinet ● Electrical appliances ● Quarterly inspections of appliances; employees trained to inspect appliances prior to use. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 124 Safe Code of Work Practices ● Flammables, including data sheets, books, rags, clothing, flammable liquids or trash shall not be placed or stored near heaters or their vents, any electrical appliance, or other potential sources of ignition. ● Sources of actual or potential heat such as h ot plates or electric coffee pots shall not be placed near flammable materials. Portable space heaters and candles are prohibited. ● Care must be taken not to block potential escape routes, particularly with flammable materials. ● Each individual is personally responsible for assuring that extension cords and multiple plugs are in good condition. Cords that are missing the grounding prong, are spliced together, or that are missing their protective sheath shall not be used. Fire control measures The following is a list of fire control measures installed or available in work areas: Work Area Fire Control Measures Building Installed and Monitored Sprinkler System Installed and Monitored Fire Alarm System Fire Extinguishers 4 units in the facility Staff trained on proper use Maintenance and inspection program Fire Control Measures Inspection Frequency Sprinkler System Bi-Monthly Fire Alarm System Annual *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 125 Fire Extinguishers Monthly & Annually Inhalation issues and threat management The Apiary will have on-site respirators that may be used to protect employees from inhaling hazardous chemicals in the air in the event of any situation involving such an issue. In providing respirators for manufacturing employees, we will also implement a written respiratory protection program. This program will explain how respirators will be used at the facility which includes the following: ● When and how respirators will be used in routine work activities, infrequent activities, and foreseeable emergencies such as spill response, rescue or escape situations. ● How respirators in use are cleaned, stored, inspected and repaired or discarded. ● How employees are trained about respiratory hazards. ● How employees are trained on proper use of the respirators. In order to provide proper protection, respirators must be the right type, must be worn correctly at all times and must be maintained properly. This is a primary reason why they are considered as a last resort to protect our employees from airborne chemical hazards. As such, we will take action to eliminate or reduce the respiratory hazard through various ways like exhaust, ventilation, changes in process, or enclosure of the process. When possible the use of a hazardous chemical itself can be eliminated. Respirators are typically used in three different situations: ● Routine or regular exposure to processes or activities involving chemicals ● Infrequent, but predictable occasions where there is chemical exposure ● Emergencies where there is a chemical leak or spill. The written respiratory program will address all of these situations if they occur or could occur at the facility. The Director of Operations is in charge of receiving the necessary training as a respirator program administrator from the OSHA Traini ng Institute. The administrator will also evaluate the program regularly to make sure procedures are followed, respirator use is monitored and respirators continue to provide adequate protection when job conditions change. Lighting The front and rear of the facility will be equipped with security lighting as approved by the City. The entrance and rear of the building lighting shall be continuously illuminated. Each light shall provide at least 0.1 foot candle intensity. Additionally, the minimal *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 126 lighting level of one foot-candle shall be provided at building entrances and parking lot areas. All lighting shall be fully shielded, downward casting and not spilling over onto structures, other properties or the night sky. Exterior lighting on the premises shall be balanced to complement the security/surveillance system to ensure all areas of the premises are visible, and shall provide increased lighting at all entrances to the premises. The lighting shall be turned on from dusk to dawn. Electrical: Wiring and Main Room In accordance with section 605 of the IFC: ● Doors into electrical control panels rooms will be marked with a sign stating ELECTRICAL ROOM. This means for turning off electrical power to each electrical service and each individual electrical circuit must be clearly and legibly marked. ● Electrical panels and electrical disconnect switches will be accessible at all times. A clearance of 30 inches wide (wider for panels and equipment that exceeds 30 inches in width), 36 inches deep, and 78 inches high is required to be maintained and free from storage. ● Electrical systems will be maintained and in good repair without exposed wiring, open junction boxes, or damaged equipment that could present an electrical shock or fire hazard. ● Power strips with built-in overcurrent protection (“circuit breakers”) are allowed, provided they are plugged directly into a permanent electrical receptacle. Power strips may not be plugged into additional power strips. A power strip’s cord may not run through walls, above ceilings, or under doors or floor coverings. If power strips show evidence of physical damage, they must be replaced by the General Manager/Supervisor. ● Extension cords may only be used to provide temporary power to portable electric appliances. Extension cords may not be used as a substitute for permanent wiring and may not be affixed to structure, extended through walls, ceilings or floors or under doors or floor coverings. Multi-outlet extension cords that do not have built-in overcurrent protection (“circuit breakers”) are not allowed. If extension cords show evidence of physical damage, they must be replaced immediately by the General Manager/Supervisor. Sanitation process Respirators will be cleaned and sanitized every 7 days or whenever they are visibly dirty. Respirators will be cleaned according to the manufacturer’s instructions. All respirators will be inspected before and after every use and during cleaning. In addition, emergency respirators and self-contained tank-type supplied air respirators in storage will be inspected monthly. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 127 Respirators will be inspected for damage, deterioration or improper functioning and repaired or replaced as needed. Repairs and adjustments shall be done by a hired 3rd party contractor who is trained in respirator maintenance and repair. Supplied air respirators will be checked for proper functioning of regulator and warning devices and amount of air in tanks were used. When supplied air respirators are used, any repairs or adjustments needed will be done by the manufacturer or technician trained by the manufacturer. Inspections The Safety Coordinator or his or her designee will must inspect the company’s facility quarterly to identify potential hazards using the OSHA Self-Inspection Checklist. A responsible party must be assigned to correct all hazards as soon as possible. If the hazard is extreme, the inspector in his or her discretion may contact the Safety Coordinator to terminate operations until corrected. Per OSHA recommendations, inspections must cover: ● Processing, receiving, shipping and storage - equipment, job planning, layout, heights, floor loads, projection of materials, material handling and storage methods, training for material handling equipment. ● Building and grounds conditions - floors, walls, ceilings, exits, stairs, walkways, ramps, platforms, driveways, aisles. ● Housekeeping program - waste disposal, tools, objects, materials, leakage and spillage, cleaning methods, schedules, work areas, remote areas, storage areas. ● Electricity - equipment, switches, breakers, fuses, switch-boxes, junctions, special fixtures, circuits, insulation, extensions, tools, motors, grounding, national electric code compliance. ● Lighting - type, intensity, controls, conditions, diffusion, location, glare and shadow control. ● Heating & ventilation - type, effectiveness, temperature, humidity, controls, natural and artificial ventilation and exhausting. ● Machinery - points of operation, flywheels, gears, shafts, pulleys, key ways, belts, couplings, sprockets, chains, frames, controls, lighting for tools and equipment, brakes, exhausting, feeding, oiling, oiling, adjusting, maintenance. ● Personnel - training, including hazard identification training, experience, methods of checking machines before use, type of clothing, PPE, use of guards, tool storage, work practices, methods for cleaning, oiling, or adjusting machinery. ● Hand & power tools - purchasing standards, inspections, storage, repair, types, maintenance, grounding, use and handling. ● Fire prevention - extinguishers, alarms, sprinklers, smoking rules, exits, personnel assigned, separation of flammable materials and dangerous *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 128 operations, explosion proof fixtures in hazardous locations, waste disposal and training of personnel. ● Maintenance - provide regular and preventative maintenance on all equipment used at the worksite, recording all work performed on the machinery and by training personnel on the proper care and servicing of equipment. ● PPE - type, size, maintenance, repair, age, storage, assignment of responsibility, purchasing methods, standards observed, training in care and use, rules of use, method of assignment. ● Transportation - motor vehicle safety, seat belts, vehicle maintenance, safe driver programs. ● First aid program/supplies - medical care facilities locations, posted emergency phone numbers, accessible first aid kits. ● Evacuation plan - establish and practice procedures for an emergency evacuation. Include escape routes and procedures, critical plant operations, employee accounting following an evacuation, rescue and medical duties and ways to report emergencies. Safety rules These safety rules are designed to provide employees with knowledge of the recognized and established safe practices and procedures that apply to many of the work situations encountered while employed by our company. It would be impossible to cover every work situation. If any employee is in doubt about the safety of any condition, practice or procedure, they must consult their immediate supervisor for guidance. Any employee that willingly disregards a safety rule may be terminated. Alcohol and other drugs No illegal drugs or alcohol will be allowed on the worksite. Employees must notify their manager and/or the Safety Coordinator if they are taking any prescription medications that might affect their performance. The use of prescribed medication will be accommodated to every extent possible. Driving While driving a company vehicle or driving a personal vehicle for company business, employees must obey traffic laws and signs at all times. Seat belt use is required, and employees must obey posted speed limits. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 129 Lifting When employees are required to lift an item, they should always seek mechanical means first. If an item must be lifted manually, employees will refer to the detailed lifting safety rules before performing the task. Falls When working above a lower level (4 feet in general industry, 6 feet in construction) with unprotected sides, edges or openings, employees will protect themselves by use of guardrails or an approved personal fall-arrest system. Personal protective equipment Appropriate PPE must be worn at all times during hazardous operations. If an employee has any questions or needs PPE, they must notify their manager and/or Safety Coordinator. Employees are required to wear approved eye and face protection when sawing, grinding, drilling, using air tools or performing any other task that could generate flying debris. When working with chemicals, employees must wear the required protective eyewear. Gloves will be worn when handling metal, rough wood, fiberglass and other sharp objects. Hard hats will be provided when there are overhead hazards. Appropriate footwear, long sleeved shirts, long pants, high visibility vest,, etc. should also be worn. Employee responsibilities Each employee is responsible to perform tasks safely and read all safety documentation related to their assigned tasks. If an employee is not properly trained in a function, they must notify their immediate supervisor. Not all work procedures can be addressed. The following items are examples of work conditions in some operating unity, but are not all - inclusive. ● Do not stand on furniture to reach high places. Always use a ladder or step stool. ● Use handrails when ascending or descending stairs or ramps. ● Close all drawers to cabinets after use to prevent tripping or bumping hazards. ● Keep cords neatly banded to prevent tripping hazards. ● Use extra caution when transporting glass to avoid breakage and cuts. ● Keep floors clear of water by mopping during and after watering to avoid slips and falls. ● Wear respirators when mixing and spraying chemicals. ● Wear PPE when performing hazardous. ● Ensure all exhaust equipment and emergency shut offs are operational prior to beginning work. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 130 Safety rules are provided as guidelines for safe operations. All employees must follow these rules as a condition of employment. The IIPP applies to all employees and contractors. Enforcement of Policies and Procedures Employees will be subject to disciplinary actions for violations of safety rules. Managers are responsible for the enforcement of safety rules. Employees will be afforded instructive counseling and/or training to assure a clear understanding of the infraction and the proper conduct under organizational guidelines. All training will be documented on a safety rule violation notice form and placed in the employee’s personnel file. Nothing in this policy or this safety program will preclude management from terminating an employee for a safety violation. This is not a progressive discipline system and any safety violation may lead to termination without prior instruction or warning. Management reserves the right to impose any of the following disciplinary actions it deems appropriate: ● Verbal warning with documentation in personnel file. ● Written warning outlining nature of offense and necessary corrective action with documentation in personnel file. ● Termination. Management will be subject to the above disciplinary action for the following reasons: ● Repeated safety rule violations by employees under their supervision. ● Failure to provide adequate training prior to job assignment. ● Failure to report accidents and provide medical attention to employees injured at work. ● Failure to control unsafe conditions or work practices. ● Failure to maintain good housekeeping standards and cleanliness in their departments. Insurance and risk management The Apiary shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to Fresno, the following policies of insurance in the amounts and the types that are acceptable to Fresno with minimal coverage provided. Throughout the life of the permit, The Apiary shall pay for an maintain in full force and effect all policies of insurance required hereunder with an insurance company either admitted by the California Insurance Commissioner to do business in California, or *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 131 authorized by the City Manager or his/her designee and in his/her discretion/ The following policies of insurance are required: ● Commercial General Liability Insurance ○ Shall be at least as broad as the most current version of Insurance Services Office Commercial General Liability Coverage Form CG 00 01 and include insurance for “bodily injury,” “property damage,” and “personal and advertising injury” with coverage for premises and operations, products and completed operations, and contractual liability with limits of not less than two million dollars per occurrence for bodily injury and property damage, one million dollars per occurence for personal and advertising injury, four million dollars aggregate for products and completed operations and four million dollars general accident. ● Commercial Automobile Liability Insurance ○ Shall be at least as broad as the most current version of Insurance Services Office form CA 00 01 and shall include coverage for “any auto” with limits of liability of not less than one million dollars per accident for bodily and property damage. ● Workers’ Compensation Insurance ○ Required under the California Labor Code. ● Employees’ Liability Insurance ○ With minimum limits of one million dollars each accident, one million dollars disease each employee and one million dollars disease policy limit. The Apiary shall be responsible for payment of any deductibles or self-insured retention contained in any insurance policies required hereunder. *****CONFIDENTIAL: THIS DOCUMENT CONTAINS TRADE SECRETS. ****** 132 ADHERENCE TO STATE AND CITY POLICIES AND DIRECTIVES This document and all Standard Operating Procedures adopted by The Apiary will conform to all applicable legislation, policy and other directives. MAUCRSA - Medical Cannabis Regulation and Safety Act (June 2017): Also known as Senate Bill 94, this legislation created the general framework for t he regulation of commercial medicinal cannabis in California. State of California Regulations (January 2019): The Office of Administrative Law officially approved the state regulations for cannabis businesses across the supply chain. Drafted by the Bureau of Cannabis Control, these regulations provide the formal law for the governance and management of cannabis operations in the State of California. City of Fresno Municipal Code Any directives and issuances from California’s cannabis governing bodies: Bureau of Cannabis Control ● BCC Disciplinary Guidelines ● Transportation Procedures (Form BCC-LIC-015) ● Non-Laboratory Quality Control Procedures (Form BCC-LIC-017) ● Security Procedures (Form BCC-LIC-018) ● Delivery Procedures (Form BCC-LIC-020) ● Sampling Procedures (Form BCC-LIC-021) ● Sampling Preparation Procedures (Form BCC -LIC-022) ● Data Package Cover Page and Checklist (Form BCC-LIC-024) ● CEQA Exemption Petition (Form BCC -LIC-025) ● CEQA Project-Specific Information (Form BCC-LIC-026) ● Bureau Notification and Request (Form BCC-LIC-027) ● Poison Prevention Packaging Act of 1970 Regulations (Revised July 1995) Department of Food & Agriculture ● Approved CDFA regulations California Department of Public Health ● Approved CDPH regulations 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 local residents to compete for cannabis business permits. Therefore, this notice is to clarify the eligibility requirements in order to receive qualification as a Social Equity Applicant or points for Local Preference by establishing this acknowledgement to provide additional protections 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 least 51% ownership interest. The social 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 local 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 receive equal 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 the 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 incorporate 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 Local 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 Local Preference Owner at the time of applying for a permit or permit renewal. The City shall have the 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. __________________________________________________ __________________________________________________ Applicant Signature Date Signed __________________________________________________ __________________________________________________ Print Name Title __________________________________________________ __________________________________________________ Company Name Address/Telephone 12/10/2020 2974 E Butler Ave Fresno, CA 93721The Apiary kevin chandler CEO 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 December 7, 2020 Please reply to: Rob Holt (559) 621-8056 Kevin Chandler Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P20-04568 REQUESTING INFORMATION REGARDING COMMERCIAL CANNABIS USES (DISTRIBUTION, CULTIVATION, OR MANUFACTURING AS PART OF A NON-RETAIL MICROBUSINESS) FOR PROPERTY LOCATED AT 2974 EAST BUTLER AVENUE (APN 468-030-02) Thank you for your inquiry regarding the allowance of commercial cannabis uses. The requested information about a non-retail cannabis microbusiness for cultivation 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 commercial cannabis business on the subject property conveys the following: 1. All cannabis cultivators, distributors, or manufacturers must be located on property within the Cannabis Innovation Zone, inside a Cannabis Innovation Hub, or within one-half (½) mile of State Route 99 between Shaw Avenue and Clinton Avenue, one (1) mile of State Route 99 north of Shaw Avenue, or south of Clinton Avenue, or within one (1) mile of State Route 180 west of State Route 99, must be zoned IL (Light Industrial) or IH (Heavy Industrial), and must meet all of the requirements for development in these zones. If not located within the Cannabis Innovation Zone, any building in which a cultivator, distributor, or manufacturer is located shall be no closer than 1,000 feet from any property boundary containing any of the following: (a) Any residentially zoned parcel in the city, including any legal non-conforming residential uses as of the date a complete commercial cannabis business permit application is submitted; (b) A school providing instruction for any grades pre-school through 12 (whether public, private, or charter, including pre-school, transitional kindergarten, and K-12); (c) 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; or, Zoning Inquiry P20-04568 2974 East Butler Avenue Page 2 December 7, 2020 (d) A youth center that is in existence at the time a complete commercial cannabis business permit application is submitted. The subject property located at 2974 East Butler Avenue (existing building) is located within the Cannabis Innovation Zone, is zoned IH, which is one of the allowable zone districts for commercial cannabis businesses, and is not located within 1,000 feet of the aforementioned sensitive uses. Development standards of the IH zone district are available in Sections 15-1303, 15-1304, and 15-1305 of the FMC. The subject location meets the location restriction requirements, per Section 15-2739.C.1.b of the FMC, for a commercial cannabis business. 2. Prior to commencing operations, a commercial cannabis business must obtain a Cannabis Conditional Use Permit from the Planning and Development Department per Section 15-2739.N of the FMC. 3. There shall be permitted 8 cultivators, distributors, or manufacturers located within the Cannabis Innovation Zone, and there shall be permitted 8 cultivators, distributors, or manufacturers located inside a Cannabis Innovation Hub or within ½ mile of State Route 99 between Shaw Avenue and Clinton Avenue, one mile of State Route 99 north of Shaw Avenue or south of Clinton Avenue, or within one mile of State Route 180 west of State Route 99. Currently, there are 0 cultivators, distributors, or manufacturers located in the City of Fresno. This location requirement is satisfied for a commercial cannabis 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 commercial cannabis businesses, including but not limited to, application requirements, façade design, 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 THE APIARY 2974 E Butler Ave., Fresno, CA 93721 I, Kevin Chandler, CEO and Founder of The Apiary commit that within no more than one year of receiving a commercial cannabis business permit, at minimum on our premises at all times, we will have one supervisor and one employee of The Apiary that will have completed a 21-hour Cal-OSHA course offered by a duly authorized training provider, in accordance with City and State laws and regulations. Name: ________________________ Signature: ________________________ Date: ________________________ DocuSign Envelope ID: 040440CF-C2C1-4850-96AA-C0B15F3DBD98 chandlerkevin 12/4/2020 The Apriary Micro Business Facility Security Plan Facility Address 2974 E. Butler Ave. Fresno, CA 93721 Prepared on: Prepared by: 12/03/2020 Kenneth D. Garrett Jr Canopy Security Group Inc