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HomeMy WebLinkAboutC-20-34 The Artist Tree RedactedApplicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-34 Submitted On: Dec 04, 2020 Applicant Lauren Fontein 213-700-6858 lauren@theartisttree.com Applicant (Entity) Name: TAT Fresno LLC DBA: The Artist Tree Physical Address: 1426 N. Van Ness Ave. City: Fresno State: CA Zip Code: 93728 Primary Contact Same as Above? Yes Primary Contact Name: Lauren Fontein Primary Contact Title: Owner Primary Contact Phone: (213) 700-6858 Primary Contact Email: Lauren@theartisttree.com HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?: Yes Select one or more of the following categories. For each category, indicate whether you are applying for Adult-Use (“A”) or/and Medicinal (“M”) or both Both Please make one selection for permit type. If making multiple applications, please submit a new application for each permit type and proposed location. Permit Type Retail (Storefront) Business Formation Documentation: Limited Liability Company Property Owner Name: Ryan Janisse on behalf of P&P Holdings, LLC Proposed Location Address: 1426 N. Van Ness Ave. City: Fresno State: CA Zip Code: 93728 Property Owner Phone: (559) 448-9800, Ext. 107 Property Owner Email: rjanisse@gmlegal.net Assessor's Parcel Number (APN): 45112215 Proposed Location Square Footage: Supporting Information Application Certification Owner Information 2756 List all fictitious business names the applicant is operating under including the address where each business is located: TAT Fresno LLC dba The Artist Tree operating at 1426 N. Van Ness Fresno CA Has the Applicant or any of its owners been the subject of any administrative action, including but not limited to suspension, denial, or revocation of a cannabis business license at any time during the past three (3) years? No Is the Applicant or any of its owners currently involved in an application process in any other jurisdiction? No I hereby certify, under penalty of perjury, on behalf of myself and all owners, managers and supervisors identified in this application that the statements and information furnished in this application and the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. I understand that a misrepresentation of fact is cause for rejection of this application, denial of the permit, or revocation of a permit issued. In addition, I understand that the filing of this application grants the City of Fresno permission to reproduce submitted materials for distribution to staff, Commission, Board and City Council Members, and other Agencies to process the application. Nothing in this consent, however, shall entitle any person to make use of the intellectual property in plans, exhibits, and photographs for any purpose unrelated to the City's consideration of this application. Furthermore, by submitting this application, I understand and agree that any business resulting from an approval shall be maintained and operated in accordance with requirements of the City of Fresno Municipal Code and State law. Under penalty of perjury, I hereby declare that the information contained in within and submitted with the application is true, complete, and accurate. Iunderstand that a misrepresentation of the facts is cause for rejection of this application, denial of a permit or revocation of an issued permit. A denial or revocation on these grounds shall not be appealable (FMC 9-3319(d)). Name and Digital Signature true Title Owner Please note: the issuance of a permit will be determined based on the application you submit and any major changes to your business or proposal (i.e. ownership, location, etc.) after your application is submitted may result in a denial. All applications submitted are considered public documents for Public Records Act request purposes. For details about the information required as part of the application process, see the Application Procedures & Guidelines, City of Fresno Municipal Code Article 33 and any additional requirements to complete the application process. All documents can be found online via this link. For questions please contact the City Manager’s Office at 559.621.5555. Owner Name: Lawrence Artenian Owner Title: Owner Owner Address: 1111 E. Herndon Ave. Suite 317 Owner City: Fresno 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 09811-0000\543539.8 1 LEASE AGREEMENT This Lease Agreement (the “Lease”), dated effective as of September __, 2020 (the “Effective Date”), is entered into by P&P Holdings, LLC, a California limited liability company (the “Landlord”), and TAT Fresno LLC, a California limited liability company (the “Tenant”), pursuant to the following recitals. Landlord owns the real property commonly known as 1426 N. Van Ness Avenue, Fresno, California, legally described as: “Lot 21 of North Van Ness Tract, According to the map thereof recorded in Book 5, Page 46 of Record of Surveys, records of said county. Subject to covenants, conditions, restrictions, easements and rights of way or record, if any” (the “Property”). Tenant is seeking a cannabis license in the City of Fresno in which the Property is located and is leasing the Premises for the purpose of operating a cannabis retail storefront at the Premises. Therefore, the Parties agree as follows: 1. Lease of Premises. 1.1 Lease. Landlord hereby demises and leases to Tenant, and Tenant hereby leases from Landlord, for the term and subject to the covenants, conditions and provisions set forth in this Lease, the Premises for the Permitted Use. Tenant agrees to lease the Property in its “AS IS/WHERE IS” condition. 1.2 Premises. Landlord owns the Property. The Property is improved with concrete slab, a brick wall structure, roof, and interior improvements (the “Premises”). The Landlord owns the interior improvements, including bar, drink serving area, refrigeration, audio equipment, fixtures, and all other improvements. Landlord, at Landlord’s expense, shall remove any refrigeration equipment and any other personal property not constituting fixtures prior to deliver of possession to Tenant. 1.3 Parking. Subject to any laws or regulation, Tenant may use entire square footage of the Property and all parking spaces located thereon for its business. 1.4 Acceptance of Premises. By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable Laws, covenants, conditions, restrictions, easements and other matters of public record and the reasonable rules and regulations from time to time promulgated by Landlord governing the use of the Premises, and Tenant acknowledges that neither Landlord nor Landlord’s Agents have made any representation or warranty as to the suitability of the 14 09811-0000\543539.8 2 Premises for the conduct of Tenant’s business, the condition of the Premises, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant’s intended use and that the Premises and the Building meet all governmental requirements for such intended use, Tenant further acknowledges that it has carefully reviewed and approves the land on which the building is located. 2. Term. 2.1 Term of Lease. Subject to Tenant’s termination right set forth in Section 2.2, the initial term for this Lease shall be approximately ten (10) years, as increased by the Contingency Period and Rent Abatement Period (both defined below), commencing on the Effective Date and ending the last day of the 120th full calendar month after Rent Commencement Date, subject to the Tenant’s option to extend as hereinafter provided. 2.2 Contingency Period. The Tenant has a contingency period for six months from the Effective Date during which time the Tenant can terminate this Lease without fault or penalty (the “Contingency Period”) if the Tenant is not awarded a cannabis license from the City of Fresno to operate in Fresno County District 1 (the “Permit”). As consideration for this contingency, Tenant shall pay Landlord five thousand dollars ; the “Contingency Fee”) on execution of this Lease. Provided the City of Fresno has not awarded the Permits, Tenant shall have the ability to extend the Contingency Period three times, each for an additional six months, by paying Landlord five thousand dollars ; each, a “Contingency Extension Fee”) on or before the expiration of the Contingency Period or extended Contingency Period. The Contingency Fee and any Contingency Extension Fee shall be earned by Landlord when paid. Upon a successful award of a the Permit (the “Permit Award Date”), the Tenant’s contingency right shall automatically terminate. 2.3 Delivery of Premises. Landlord is in possession and shall deliver possession of the Premises to Tenant no later than thirty (30) days from the award of the Permit. Landlord shall cooperate with Tenant to make the building available to Tenant upon reasonable notice so that its architects, engineers, contractors, or other professionals can have access to the Premises. The Parties acknowledge that Landlord may allow another business to operate in the Premises during the Contingency Period. Such business’ right of possession shall be subordinate to Tenant’s and such business’ right to use the property shall be conditioned on its express agreement to vacate the property on 30 days notice. 2.4 Option to Extend. Provided that Tenant is not in default of any monetary or material nonmonetary provision of this Lease at the time of exercise of an option to extend provided in this Section 2.4 or at any time thereafter prior to the commencement of the applicable “Option Term” (as hereinafter defined), Tenant will 09811-0000\543539.8 3 have the option to extend the Term for two (2) additional five (5) year terms of this Lease (each such period being hereafter referred to as an “Option Term”) by giving Landlord written notice at least three (3) months before the expiration of the then applicable Term. All of the terms, covenants, conditions, provisions, and agreements applicable to the initial Term will be applicable to the Option Term(s). All references in this Lease to the “Term” will be deemed to mean the initial Term as extended by the Option Term(s), as applicable. Tenant will have no right to exercise an Option Term if Tenant has not paid Rent. 3. Rent. 3.1 Rent. Tenant will pay “Rent” (as hereinafter defined) to Landlord at the address set forth in Section 20 or on written notice from Landlord, to Landlord’s assignee or such other place as Landlord may from time to time designate in writing to Tenant, without prior demand, deduction, or setoff, as more particularly set forth in this Section 3. 3.2 Construction Period; Deferred Rent. During the first twelve months following the Effective Date, rent shall be per month, which payment shall be deferred. On the Permit Award Date, the deferred rent payment shall be due and payable in two installments, pursuant to the following schedule: shall be payable within thirty days of the Permit Award Date or delivery of possession of the Premises (whichever is later); and shall be payable within thirty (30) days of opening for business. In the event the Tenant is not open for business within twelve months of the Effective Date, Landlord agrees to abate any other rental payment for time period of eighteen months from the Permit Award Date or until the Tenant is open for business, whichever is earlier. If Tenant has not opened for business after eighteen (18) months from the Permit Award Date, Tenant shall then pay Landlord per month until it is open for business. 3.3 Minimum Rent. Upon being open for business (“Regular Rent Commencement Date”), Tenant will pay to Landlord per month (“Minimum Rent”) for each month. If Tenant does not open on the first of a calendar month, the first month’s rent shall be prorated by dividing the number of days remaining in the month by the total days in the month multiplied by 3.4 Additional Rent. Tenant shall pay and discharge before the imposition of any fine, lien, interest or penalty may be added thereto for late payment thereof, as additional rent (“Additional Rent”), all other amounts and obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease, together with every fine, penalty, interest and cost which may be added by the party to whom such payment is due for nonpayment or late payment thereof. In the event of any failure by Tenant to pay 09811-0000\543539.8 4 or discharge any of the foregoing, Landlord shall have all rights, powers and remedies provided herein, by law or otherwise, in the event of nonpayment of Annual Base Rent. 3.5 Late Payments. If any installment of Rent is not received by Landlord from Tenant within ten (10) days after the date when due, Tenant will immediately pay to Landlord a late charge equal to five percent (5%) of the delinquent amount. Landlord and Tenant agree that this late charge represents a reasonable estimate of the costs and expenses Landlord will incur and is fair compensation to Landlord for its loss suffered by reason of late payment by Tenant. 3.6 Personal Guaranty. Tenant covenants that it shall own the Permit and not transfer the Permit to any other individual or entity. This covenant is shall be in lieu of providing a personal guaranty. 4. Taxes & Utilities. 4.1 Taxes. Beginning on the date that Tenant opens for business to the public, Tenant shall pay, prior to delinquency, all “Impositions”, which are defined as: (a) taxes (as defined in this Section 4), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not commenced or completed within the term of this Lease), excises, levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), water and sewer rents and charges, ground lease rents, and all other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, and any interest and penalties thereon which are, at any time prior to or during the Lease Term, imposed or levied upon or assessed against or which arise with respect to (i) the Premises, (ii) any Minimum Rent, Additional Rent or other sums payable hereunder, (iii) this Lease or the leasehold estate hereby created or (iv) the operation, possession or use of the Premises; (b) all sales (including those imposed on lease rentals), value added, ad valorem, single business, use and similar taxes at any time levied, assessed or payable on account of the acquisition, ownership, leasing, operation, possession or use of the Premises or use of the Permit; (c) all offers, claims and demands of mechanics, laborers, materialmen and others which, if unpaid, might create a lien on the Premises; and (d) all charges of utilities, communications and similar services serving the Premises. Tenant shall not be required to pay any franchise, estate, inheritance, transfer, net income or similar tax of Landlord unless such tax is imposed, levied or assessed in substitution for any other tax, assessment, charge or levy which Tenant is required to pay pursuant to this Section 4, provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be assessed, levied, charged or imposed on Landlord a capital levy or other tax directly on the rents received therefrom, or upon the value of the Premises or any present or any future improvement or improvements on the Premises, then all such levies and taxes or the part thereof so measured or based shall be payable by Tenant. Tenant will furnish to Landlord, within ten (10) days after the due date thereof, proof of payment of all 09811-0000\543539.8 5 Impositions. If any such Imposition may legally be paid in installments, Tenant may pay such Imposition in installments; in such event, Tenant shall be liable only for installments which become due prior to or during the Lease Term. Tenant shall not be liable for any Impositions during the Contingency Period or Rent Abatement Period. Upon the termination of the Lease Term, all Impositions shall be prorated as of 12:01 A.M. local time, as of the date of termination. 4.2 Utilities. Beginning on the date that Tenant takes possession of the property, Tenant shall pay or cause to be paid all charges for water, gas, electricity, light, heat or power, sewer, telephone and other utility services used, rendered or supplied to or in connection with the operation of the Premises during the term of this Lease and any renewals hereof. Tenant shall contract for the same in its own name. Landlord shall not be liable for any interruption or failure in the supply of any such utility service to the Premises unless caused by or resulting from the reckless or willful misconduct of Landlord, its agents, servants, employees or contractors. 5. Tenant’s Conduct of its Business. 5.1 Permitted Use. Tenant will use the Premises solely for the use as a cannabis dispensary--i.e., cannabis retailer (the “Permitted Use”) permitted under the Applicable Laws (hereinafter defined). 5.2 Compliance With Law. Tenant, at Tenant’s sole expense, will comply with all applicable local and state statutes, regulations, rules, codes (including building codes), ordinances, and other requirements of governmental authorities now or hereafter in effect (“Applicable Laws”) pertaining to the use or condition of the Premises and the conduct of Tenant’s business. Tenant must give Landlord immediate written notice on Tenant’s becoming aware that the use or condition of the Premises is in violation of any Applicable Laws. 6. Improvements; Repairs and Maintenance. 6.1 Tenant Improvements. Tenant, at its sole cost and expense, shall be solely responsible for all of improvements to the Premises (the “Tenant Improvements”), including the cost of architectural or design plans, permitting, fees, construction and inspection. All improvements to the Premises required by the Applicable Laws because of the particular type of retail use of the Premises by Tenant will be performed by Tenant at its sole cost and expense. Landlord agrees to cooperate with any city or requirements for cannabis licensing. Tenant Improvements shall be subject to the Landlord’s consent, which shall not be unreasonably withheld or delayed. 6.2 Landlord’s Repair Obligations. Landlord will maintain in good condition and repair the structural components and foundations, roofs, and exterior 09811-0000\543539.8 6 surfaces of the exterior walls of all buildings (exclusive of doors, door frames, door checks, windows, and window frames). 6.3 Tenant’s Repair Obligations. Except for the portions and components of the Premises to be maintained by Landlord as specifically set forth in Section 6.2, Tenant, at its expense, will keep the Premises and all utility facilities and systems exclusively serving the Premises (“Tenant Utility Facilities”) in first-class order, condition, and repair and will make replacements necessary to keep the Premises and Tenant Utility Facilities in such condition; provided that Tenant has no right to spray paint the exterior or interior of the windows without prior written consent of Landlord. All replacements will be of a quality equal to or exceeding that of the original. Tenant must utilize Landlord’s roofing contractor in the event Tenant desires to penetrate the roof of the Premises for any repairs, alterations, or improvements permitted to be made to the Premises by Tenant under the terms of this Lease; provided that if Landlord and Tenant reasonably determine that Landlord’s roofing contractor’s rates are not reasonably competitive, Tenant will have the right to utilize any other licensed and reputable roofing contractor reasonably acceptable to Landlord. 6.4 Alterations. After initially opening the Premises for business, Tenant will not make or cause to be made to the Premises or the Tenant Utility Facilities any addition, renovation, alteration, reconstruction, or change (collectively, “Alterations”) (i) costing in excess of (ii) involving structural changes or additions; (iii) affecting the exterior storefront, fire sprinkler systems, exterior walls, floor slab, or roof of the Premises; or (iv) requiring or resulting in any penetration of the roof, demising walls, or floor slab of the Premises, without first obtaining the written consent of Landlord, which consent will not be unreasonably withheld. Landlord may not withhold consent for Alterations that are necessary for Tenant to comply with the Permit and state and local law and which are otherwise undertaken in compliance with the Lease. Landlord shall not make any alterations or take any action that would cause the Permitted Use or Premises to violate state or local law or the Permit. 6.5 Landlord Consent. Tenant must provide Landlord with not less than five business (5) days’ prior written notice of the commencement of any Improvements or Alterations in the Premises, and Landlord will have the right to enter the Premises to post customary notices of nonresponsibility with respect thereto. All Improvements or Alterations to the Premises by Tenant including, but not limited to, light fixtures, floor coverings, and partitions, but excluding trade fixtures and signs, will be deemed to be the property of Landlord on installation thereof. Within thirty (30) days after the completion of any Alterations, Tenant will deliver to Landlord a set of “as built” plans depicting the Alterations as actually constructed or installed. If Tenant makes any permitted Improvement or Alterations, Tenant must carry “Builder’s All Risk” insurance in an amount reasonably determined by Landlord covering the construction of such 09811-0000\543539.8 7 Alterations and such other insurance as Landlord may reasonably require. Any Alterations to the Premises or the Tenant Utility Systems that are required by reason of any present or future law, ordinance, rule, regulation, or order of any governmental authority having jurisdiction over the Premises or of any insurance company insuring the Premises, and regardless of whether or not such Alteration pertains to the nature, construction, or structure of the Premises or to the use made thereof by Tenant, will be at the sole cost of Tenant regardless of whether the work is performed by Landlord or Tenant. 6.6 Trash Removal. Tenant will deposit trash only within receptacles reasonably approved by Landlord. Tenant will cause trash receptacles to be emptied at Tenant’s cost and expense upon taking possession of the Premises. 6.7 Pest Control Requirements. If any event of pest or vermin infestation is found in the Premises then Tenant, at Tenant’s expense, will have a bonded, professional pest-and-sanitation control operator immediately remedy such event of infestation upon taking possession of the Premises. 7. Insurance. 7.1 Coverage Requirements. Tenant shall, upon taking possession of the Premises and at all times remaining in the Term, provide and maintain the types and minimum amounts of insurance as set forth in this Section 7. In the event any insurance (including the limits thereof) hereby required to be maintained is not reasonably available or obtainable on a commercially reasonable basis in the commercial insurance market, then such requirements shall be deemed reduced and/or eliminated to the extent necessary to be consistent with the coverage that is available. a. At all times during the Term of this Lease, following the taking of possession of the Premises, and any renewals hereof, Tenant shall maintain and provide commercial general liability insurance, including but not limited to bodily injury and property damage covering the Premises and operations of the Tenant with limits of not less than for each occurrence. Umbrella/Excess Liability policy may be used to supplement the limits required. All such insurance shall name Tenant, Landlord and the Lender as named insureds. b. Workers’ Compensation Insurance as required by California laws. c. Insurance policies designated necessary by Landlord with regard to Tenant’s, or Tenant’s contractors’, construction of Tenant’s Improvements or Alterations as well as with regard to the construction of 09811-0000\543539.8 8 Alterations including contingent liability and builders’ “all risks” insurance, in amounts acceptable to Landlord. d. All insurance companies providing the coverage required under this Section 7 (other than any insurance directly maintained by Landlord pursuant) shall be selected by Tenant and shall have a claims paying ability rating by Standard & Poor’s of not less than A IX, shall be licensed to write insurance policies in the State of California, and shall be acceptable to Landlord in Landlord’s reasonable discretion. Tenant shall provide Landlord with copies of all policies or certificates of such coverage for the insurance coverages referenced in this Section 7, and all Commercial General Liability and Umbrella Liability or Excess Liability policies shall name Landlord (and any Lender designated by Landlord) as an additional insured. Any such coverage for additional insureds shall be primary and non-contributory with any insurance carried by Landlord or any other additional insured hereunder. All property insurance policies shall name Landlord and the Lender as an additional insured as their respective interests may appear, and shall provide that all losses shall be payable as herein provided. All such policies of insurance shall provide that the amount thereof shall not be reduced and that none of the provisions, agreements or covenants contained therein shall be modified or canceled by the insuring company or companies without thirty (30) days prior written notice being given to Landlord. Such policy or policies of insurance may also cover loss or damage to Tenant’s Property, and such benefits applicable to Tenant’s Property shall accrue and be payable solely to Tenant. Tenant may provide the required insurance under its so-called blanket policy provided that such “blanket” policy or policies otherwise comply with the provisions of this Section 7. In the event any such insurance is carried under a blanket policy, Tenant shall deliver to Landlord and the Lender (if required by Landlord or the Lender) evidence of the issuance and effectiveness of the policy, the amount and character of the coverage with respect to the Premises and the presence in the policy of provisions of the character required in the above sections of this Section 7. 7.2 Evidence of Insurance. Tenant shall provide Landlord with written proof of required insurance coverage upon taking of possession of the Premises and not later than thirty (30) days prior to the expiration of any insurance by furnishing Landlord with a certificate of insurance, including applicable endorsements, by the insurance company for each policy in a form satisfactory to the Landlord and setting forth the coverage, the limits of liability, the name of the carrier, the policy number, the expiration date and all other provisions relating to the insurance coverage afforded by such policy. Tenant shall also provide certified copies of required policies, if requested by Landlord 09811-0000\543539.8 9 7.3 Primary Coverage. All coverage provided by policies of insurance maintained by Tenant hereunder shall be primary to any insurance maintained by Landlord with respect to the Property. There shall be a mutual waiver of subrogation clause on all policies of insurance maintained by Landlord or Tenant with regard to the Property. 7.4 Failure By Tenant to Maintain Insurance. If Tenant neglects to secure and maintain insurance policies complying with the provisions of this Article, Landlord may secure the appropriate insurance policies and Tenant shall pay, upon demand, the cost of same to Landlord, plus a service fee equal to fifteen percent (15%) of the total annual premium cost of the policy or policies, as Rent. Landlord, or an affiliate of Landlord, may act as an insurance agent or broker in such transactions and will be paid as a result of the placement of such insurance. 7.5 Reimbursement of Insurance Premiums by Tenant. Tenant shall reimburse Landlord for the cost of any insurance premiums for insurance required to be maintained directly by Landlord (rather than Tenant) by a Lender, if any, or to insure the Premises (“Landlord’s Insurance Costs”) on an annual or more frequent basis, with the payment of Monthly Basic Rent. Landlord shall provide Tenant with an estimate of Landlord’s Insurance Costs, and Tenant’s monthly payment thereof, from time to time. 7.6 Waiver of Subrogation. Landlord and Tenant hereby waive all rights of subrogation each may have against the other or any other occupier of the Premises, of which the Premises are a part, to the extent of available and applicable property insurance coverages, regardless of cause or origin, including, without limitation, the negligence of Landlord or Tenant or any of their respective representatives, agents, employees, contractors and invitees. Neither Tenant, Landlord nor their respective insurance company(ies) shall have any right of action, by way of subrogation or otherwise, against Landlord or Tenant or any of their respective officers, employees, agents, contractors or invitees arising from such damage or destruction. 7.7 Sufficiency of Coverage. Neither Landlord nor any of Landlord’s agents makes any representation that the types of insurance and limits specified to be carried by Tenant under this Lease are adequate to protect Tenant. If Tenant believes that any such insurance coverage is insufficient, Tenant will provide, at its own expense, such additional insurance as Tenant deems adequate. Nothing contained in this Section 7.7 will limit Tenant’s liability under this Lease. 8. Destruction of Property. If the Premises is damaged or destroyed by casualty, Landlord shall, except as hereinafter provided, diligently repair or rebuild the buildings to substantially the condition in which they existed immediately prior to such damage or destruction, provided that insurance is available to pay one hundred percent (100%) or more of the cost of such restoration, excluding the deductible amount. Tenant 09811-0000\543539.8 10 shall repair any damage to the Property which is reasonably estimated in good faith by Landlord to be less than the deductible amount under any applicable insurance policy of Landlord; provided, however, that such deductible amount shall not exceed Landlord shall not be obligated to repair or replace any improvements made by or for Tenant, and Tenant trade fixtures or installations or personal property; however, any insurance in addition to one hundred percent (100%) of the cost to restore the Premises from damage or destruction by a casualty, excluding the deductible amount, shall be provided to repair or replace any improvements made by or for Tenant, and Tenant trade fixtures or installations or personal property. 9. Eminent Domain. 9.1 Total Taking of Property. If the whole of the Premises (or a portion of the Premises, which makes the conduct of the Permitted Use under Section 5.1 impractical) is acquired or condemned by eminent domain for any public or quasi-public purpose, the Term will terminate as of the sooner of the date that is thirty (30) days after Tenant gives to Landlord written notice of termination or the date on which title vests in the condemning authority. All Rent will be paid up to the date of termination of the Lease. 9.2 Partial Taking of Property. In the event less than all of the Property is taken, this Lease will continue in full force and effect, except that if a portion of the Property is taken, the Rent due hereunder will be reduced in a fair and equitable manner with respect to the nature and extent of the portion of the Property which is taken. 9.3 Award. Regardless of whether this Lease is terminated, the condemnation award shall be divided among Tenant and Landlord as follows: (i) Landlord shall receive an amount of the condemnation award equal to the fair market value of the Property (or the portion condemned) and (ii) Tenant shall be entitled to the balance, if any, of the condemnation award. 10. Assignment; Subleases; Liens. 10.1 Assignment by Landlord. Landlord may assign or transfer its rights and obligations under this Lease and in the Premises without prior written consent of, and without prior notice to, Tenant. 10.2 Assignment by Tenant. Tenant shall not assign or transfer its rights and obligations under this Lease and in the Premises without the prior written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Any assignment or transfer in violation of this provision shall be null and void. Notwithstanding the forgoing, Tenant may assign or transfer its rights and obligations under this Lease and in the Premises in whole or in part to a family trust, parent company, subsidiary or affiliate of Tenant without Landlord’s consent (a “Permitted 09811-0000\543539.8 11 Transfer”). Tenant shall notify Landlord in writing prior to making a Permitted Transfer and provide such information or documentation to Landlord to evidence that such assignment is a Permitted Transfer. 10.3 Sublet. Tenant shall not sublet the Property, or any portion thereof, without prior written consent of the Landlord, which consent shall not be unreasonably withheld. Any sublet in violation of this provision shall be null and void. 10.4 Administration Fee for Assignment or Sublet. Upon request by Tenant to assign the Lease or sublet the Property other than a Permitted Transfer, Tenant shall pay Landlord reasonable costs and expenses, including attorney and accountancy fees, to evaluate the proposed assignment; provided, however, such amount shall not exceed 10.5 Liens. a. Tenant Shall Keep Property Free From Liens. Tenant shall keep all of the Premises free and clear of any and all mechanics’, materialman’s and other liens for or arising out of or in connection with work or labor done, services performed or materials or appliances used or furnished for or in connection with any operation of the Tenant, its agents, representatives, employees, subsidiaries or assigns, or any alteration, improvements or repairs or additions which Tenant may make or permit or cause to be made or any work or construction by, for or permitted by Tenant on the Premises, or any obligations of any kind incurred by Tenant. At all times, Tenant shall promptly and fully pay and discharge any and all obligations and all claims on which such lien may or could be based and shall indemnify, defend and hold Landlord harmless from and against any and all such liens, claims or suits pertaining thereto. b. Contesting Liens. If Tenant wishes to contest any such liens or claims, Tenant may do so. Tenant shall be responsible for all costs and fees incurred to contest any such liens or claims. If at any time the Property or any part thereof shall then be subject to forfeiture, or if Landlord shall be subject to any liability arising out of the nonpayment of any such liens or claims, Tenant shall, notwithstanding any pending contest or review, either pay such liens or claims or post such bond as may be required to prevent such forfeiture or liability, at least thirty (30) days prior to such forfeiture. 11. Landlord Cooperation. Landlord will reasonably cooperate with Tenant in applying for the Permits and all other licenses required by the city and state for the Permitted Use, which cooperation will include signing a letter to the city and state indicating that Tenant is entitled to occupy the Premises and to conduct and continue its cannabis related business activities at the Premises under the Permitted Use. 09811-0000\543539.8 12 12. Signage and Advertising. Tenant may install and use on the exterior of the building (with the exception of the roof) exterior signs and otherwise paint signage on exterior walls; provided, however, such signage shall comply with all city ordinances and be subject to the prior approval of the Landlord, which shall not be unreasonably withheld. 13. Default by Tenant. 13.1 Events of Default. Tenant shall be in default under the terms of this Lease if: (i) Tenant fails to make any payment of Rent on the date that such payment is due; (ii) Tenant commits a breach of any of its obligations under the Lease other than the failure to make a payment of Rent, including, but not limited to, Tenant being in default in the prompt and full performance of any its promises, covenants, or agreements within thirty (30) days after Landlord’s written notice of default to Tenant (or if more than thirty (30) days shall be required because of the nature of the default, if Tenant shall fail to promptly commence performance within such thirty (30) day period and thereafter proceed diligently to cure the default); (iii) Tenant vacates or abandons the Premises prior to the end of the term or any extension thereof; (iv) Tenant makes any general assignment for the benefit of creditors; (v) a petition has been filed against Tenant to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy; (vi) Tenant institutes any proceedings under the Bankruptcy Code or any similar or successor statute, code, or act; or (vii) an appointed trustee or receiver takes possession of all or substantially all of Tenant’s assets or of Tenant’s assets at the Premises, or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (viii) should all or substantially all of Tenant’s assets located at the Premises or Tenant’s interest in this Lease be attached or judicially seized, where the seizure is not discharged within thirty (30) days. 13.2 Rights of Landlord Upon Breach. Landlord may treat the occurrence of any one (1) or more of the events of default under Section 13.1 above as a breach of this Lease, and, in addition to any and all other rights or remedies of Landlord under this Lease, at law or in equity, Landlord shall have the option, following a twelve (12) day notice, to: (i) declare the Term ended and to re-enter and take possession of the Premises, and remove all persons therefrom; (ii) Re-enter the Premises and occupy the whole or any part for and on account of Tenant, to the extent then permitted by California law, without declaring this Lease terminated, and to collect any unpaid Rent and other charges which have become due and payable, or which may thereafter become due and payable; or (iii) Even though Landlord may have re-entered the Premises, to elect thereafter to terminate this Lease and all of the rights of Tenant in or to the Premises; provided, however, that Landlord shall not be deemed to have terminated this Lease, or the liability of Tenant to pay any Rent, by re-entering the Premises pursuant to this Section, or by any action in unlawful detainer or otherwise to obtain possession of the 09811-0000\543539.8 13 Premises, unless Landlord shall have notified Tenant in writing that it has so elected to terminate this Lease. 13.3 Termination of Lease. Should Landlord elect to terminate this Lease pursuant to the provisions of Sections 13.1 and 13.2 above, Landlord may recover from Tenant, as damages, the following: (i) The worth at the time of award of the unpaid Rent which had been earned at the time of termination; plus (ii) The worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (iii) The worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of Rent loss that Tenant proves could have been reasonably avoided; plus (iv) Any other amount necessary to compensate Landlord for the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, any costs or expenses incurred by Landlord in (a) retaking possession of the Premises, including reasonable attorneys’ fees (including charges of in-house counsel) therefor, (b) maintaining or preserving the Premises after any default, (c) preparing the Premises for reletting to a new tenant, including repairs or alterations to the Premises, (d) payment of leasing commissions, and (d) payment of any other costs necessary or appropriate to relet the Premises; plus (vi) at Landlord’s election, any other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by the laws of the State where the Property is situated. For the purposes of this section Rent will be deemed to be Minimum Rent and all other sums required to be paid by Tenant under the terms of the Lease. 14. Default by Landlord. If Landlord fails to perform any of the covenants, provisions, or conditions contained in this Lease on its part to be performed within thirty (30) days after Tenant’s written notice of default to Landlord (or if more than thirty (30) days shall be required because of the nature of the default, if Landlord shall fail to promptly commence performance within such thirty (30) day period and thereafter proceed diligently to cure the default), then Landlord shall be liable to Tenant for damages sustained by Tenant as a direct result of Landlord’s breach as described below. For purposes of this Lease, damages sustained as a direct result of Landlord’s breach shall only include the following: (i) the actual costs of replacement, repair, or restoration of Tenant’s tangible property or the tangible property of third parties for which Tenant is responsible, to the extent the damage or destruction of such tangible property occurred as a direct result of Landlord’s breach and (ii) actual damages awarded to third parties by courts of competent jurisdiction against Tenant but only to the extent such damages are directly attributable to Landlord’s breach; and all other consequential damages (including, but not limited to, damages for lost profits) are hereby expressly waived by Tenant and shall not be recoverable against Landlord. 09811-0000\543539.8 14 15. Subordination, Attornment, and Tenant’s Certificate. 15.1 Subordination. This Lease shall, at Landlord’s election, be subordinated to any mortgage, and Tenant agrees to attorn to a successor landlord and to execute, within twenty (20) days of Landlord’s written request, a subordination, attornment and nondisturbance agreement either (a) in a commercially reasonable form as to evidence such subordination and attornment (“SNDA”), which SNDA also prohibits Lender from disturbing Tenant’s tenancy and extension rights as provided in the Lease so long as Tenant is not in default under the Lease or (b) in form and substance as that reasonably required by the Lender. 15.2 Attornment. Notwithstanding anything set out in subparagraph (a) above to the contrary, in the event the holder of any such mortgage elects to have this Lease be superior to its mortgage, then upon Tenant’s being notified to that effect by such encumbrance holder, this Lease shall be deemed prior to the lien of said mortgage, whether this Lease is dated prior or subsequent to the date of said mortgage, and Tenant shall execute, acknowledge and deliver an instrument, in the form customarily used by such encumbrance holder, effecting such priority. 15.3 Estoppel Certificate. Tenant, within ten (10) days after receipt of Landlord’s written request, shall execute and deliver to Landlord a written statement (on such form as a prospective purchaser or encumbrancer of all or part of the Property may require) certifying that (i) this Lease is in full force and effect, without modification (or, if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications); (ii) that there are no uncured defaults in Landlord’s performance and that Tenant has no right of offset, counterclaim or deduction against Rent (or listing any existing exceptions); (iii) except as may be specifically disclosed in such statement, that there are no options, rights of first refusal, or other agreements between Landlord and Tenant other than as set forth in this Lease; (iv) the dates to which Rent has been paid; and (v) any other matters reasonably requested by Landlord. Failure of Tenant to so execute and deliver such statement shall constitute acceptance of the Premises by Tenant and Tenant’s acknowledgment that the statements referenced in the statement delivered to Tenant are true and correct, without exception. 16. Covenants. 16.1 Landlord’s Covenants. Landlord covenants and warrants that Landlord has the lawful right and authority to make this Lease, and that Tenant, upon paying the rent and performing and observing the covenants and conditions herein contained on Tenant’s part to be performed and observed, shall and will peacefully and quietly have, hold and enjoy the Premises, together with all appurtenances thereto, subject to the terms of this Lease. 09811-0000\543539.8 15 16.2 Tenant’s Covenants. Tenant covenants and warrants each of the following: (a) Tenant will obey and comply with all Applicable Laws, regulations, ordinances and codes in connection with its possession and use of the Premises; and (b) (b) Tenant is duly formed limited liability company, having full power and authority to execute this Lease and the execution and delivery of this Lease by its representatives have been authorized by the members of Tenant and constitute valid binding obligations of Tenant, as applicable. The execution and performance of this Lease by Tenant will not conflict with or cause a default under any contract, mortgage, indenture, order, law or regulation applicable to or binding upon Tenant, as applicable. 17. Reserved Rights. Landlord expressly reserves the following rights for the benefit of both Landlord: (a) to enter said Premises upon reasonable notice and at all reasonable times to carry out its obligations and examine same, or to make such repairs, alterations or additions as it may deem necessary as permitted in this Lease, but Landlord assumes no obligation to make repairs to said Premises or said building; (b) to enter the Premises and display a notice or for rent sign at any time within one-hundred eighty (180) days before the expiration or sooner termination of this Lease, and to maintain the same as placed; and (c) during or after the time Tenant abandons or vacates the Premises as provided herein, to enter and remodel, repair, alter or otherwise prepare the Premises for reoccupancy. Any entry to the Premises pursuant to this paragraph shall comply with the provisions set forth in paragraph 20.1 below. The exercise of any reserved rights by Landlord shall never be deemed an eviction or disturbance of Tenant's use and possession of the Premises, and shall never render Landlord liable in any manner to Tenant or to any other person. 18. Indemnification and Hold Harmless. Tenant agrees to indemnify and exonerate Landlord against and from all liabilities, losses, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable attorneys' fees, paralegal fees, and legal costs and actual expenses incurred by Landlord, whether or not judicial proceedings are filed, and including on appeal and in any bankruptcy proceedings, which may be imposed upon or asserted against or incurred by Landlord by reason of any of the following occurring: (a) any work or thing done by Tenant, its agents, contractors or licensees in respect of construction of, in or to the Premises or any part of the improvements now or hereafter constructed on the Premises; (b) any use, possession, occupation, operation, maintenance or management of the Premises or any part thereof by Tenant, sublessees, their agents, employees, guests, invitees or licensees; (c) Tenant's failure to, or to properly, use, possess, occupy, operate, maintain or manage the Premises or any part thereof; (d) any negligence on the part of Tenant or any of its agents, contractors, servants, employees, licensees or invitees; (e) any accident, injury or damage to any person or property occurring in, on or about the Premises or any part thereof including any sidewalk adjacent thereto; (f) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease on its part to be performed or complied with; or (g) for any and all claims 09811-0000\543539.8 16 related to the American Disability Act, or any successor statute (“AD”) related to the Premises. In addition to the indemnification provisions provided in Section 18, Tenant further agrees to indemnify, defend and hold Landlord harmless against any and all loss, damage or expense, including reasonable attorneys’ fees, claims, damages, accidents and injuries to persons or property caused by or resulting from or in connection with anything in or pertaining to or upon the Premises during the Lease Term or otherwise while Tenant is occupying the Premises, except if such claim, damage, accident or injury shall be caused by the reckless or willful misconduct of Landlord, its agents, servants or employees. Landlord agrees to indemnify and hold harmless Tenant for anything caused by the reckless or willful misconduct of Landlord, its agents, employees or its authorized representatives. 19. Environmental Matters. 19.1 Hazardous Materials. Tenant, at its sole cost and expense, will comply with all federal, state, and local laws and regulations relating to the storage, use, handling, and disposal of hazardous, toxic, or radioactive matter (collectively, “Hazardous Materials”). Cannabis or cannabis products are not Hazardous Materials. Tenant will immediately notify Landlord and provide to Landlord a copy or copies of any environmental entitlements or inquiries related to the Premises. The cleanup and disposal of any Hazardous Materials located or released onto Property by Tenant or its agents, contractors, or employees will be performed by Tenant at Tenant’s sole cost and expense and will be performed in accordance with all applicable laws, rules, regulations, and ordinances, following a site assessment and removal/remediation plan prepared by a licensed and qualified geotechnical engineer and submitted to and approved in writing by Landlord prior to the commencement of any work. Despite the foregoing, Landlord in Landlord’s sole and absolute discretion may elect, by written notice to Tenant, to perform the cleanup and disposal of such Hazardous Materials from the Premises. In such event, Tenant will pay to Landlord the actual cost of same on receipt from Landlord of Landlord’s written invoice. Despite any other term or provision of this Lease, Tenant will permit Landlord or Landlord’s agents or employees to enter the Premises at any time, on reasonable notice and pursuant to paragraph 20.1 below, to inspect, monitor, and/or take emergency or long-term remedial action with respect to Hazardous Materials on or affecting the Premises or to discharge Tenant’s obligations under this Lease with respect to such Hazardous Materials when Tenant has failed, after demand by Landlord, to do so. All costs and expenses incurred by Landlord in connection with performing Tenant’s obligations under this Section 18.1 will be reimbursed by Tenant to Landlord within thirty (30) days of Tenant’s receipt of written request. 19.2 Conservation. Tenant will cooperate with and participate in conservation programs for water, electricity, and natural gas and recycling programs instituted by the governmental entity with jurisdiction over the Property and/or Landlord, including those for the collection of cardboard, metals, plastics, and glass. 09811-0000\543539.8 19 25.3 Construction of Lease Terms. As used in this Lease, the terms “herein,” “herewith” and “hereof” are references to this Lease, taken as a whole. The term “includes” or “including” shall mean “including, but not limited to.” The singular shall include the plural and vice versa. The masculine shall include the feminine and vice versa. Premises and Property shall have the same meaning. Lease and Lease shall mean this Lease. 25.4 Amendments. No change, amendment or modification of this Lease shall be valid or binding upon the Parties unless such change, amendment or modification is made in writing and duly executed by both Parties. 25.5 Captions. The captions and headings contained in this Lease are for convenience and in no way define, describe, extend or limit the scope or intent of this Lease or any provision contained herein. 25.6 Severability. The invalidity of one or more phrases, sentences, clauses, paragraphs or sections contained in this Lease shall not affect the validity of the remaining portions of this Lease, so long as the material purposes of this Lease can be determined and effectuated without the invalid phrase, sentence, clause, paragraph or section. 25.7 No Waiver. Any failure of Landlord or Tenant to enforce any of the provisions of this Lease or to require compliance with any of its terms at any time while this Lease is in effect shall not be deemed a waiver of the validity of this Lease or any part hereof and shall not be deemed a waiver of the right of such party to thereafter enforce any and each such provision. Any consent or approval given pursuant to this Lease shall be limited to its express terms and shall not otherwise increase the obligations of the party giving such consent or approval or otherwise reduce the obligations of the party receiving such consent or approval. 25.8 Further Assurances. Each party agrees to execute and deliver all further instruments and documents and take any other further action reasonably necessary to effectuate the purposes and intent of this Lease. 25.9 Applicable Law; Venue. This Lease will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law doctrine. Venue for any dispute shall be Fresno County. Landlord and Tenant hereby acknowledge that they are aware of and fully understand that the cultivation, manufacturing, distribution, and sale of cannabis and cannabis products is still technically unlawful under federal law of the U.S., and the Parties shall waive illegality as a defense to any Lease enforcement action. 09811-0000\543539.8 20 25.10 Counterparts. This Lease may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 25.11 Survival. Except as otherwise provided herein, expiration or termination of this Lease shall not relieve the Parties hereto of obligations that by their nature should survive such expiration or termination, including remedies in the case of a termination for breach of or default under this Lease, promises of indemnity, payment obligations and dispute resolution provisions. 25.12 Entire Lease. This Lease and the other documents and certificates delivered pursuant to the terms of this Lease set forth the entire agreement and understanding of the Parties in respect to the subject matter contained in this Lease, and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any employee or representative of any party to this Lease. Landlord and Tenant understand, agree and acknowledge that: (a) this Lease has been freely negotiated by both parties; and (b) that, in any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Lease or any of its terms or conditions there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Lease or any portion thereof. 25.13 Binding on Successors. Subject to the terms of this Lease, all rights and obligations of Landlord and Tenant under this Lease extend to and bind the respective heirs, executors, administrators, and the permitted concessionaires, successors, subtenants, and assignees of the parties. If there is more than one (1) Tenant under this Lease, each is bound jointly and severally by the terms, covenants, and agreements contained in this Lease. 25.14 Authorization. If Tenant or Landlord is a corporation, partnership, or limited liability company, each individual executing this Lease on behalf of the corporation, partnership, or limited liability company (in his/her representative capacity only) represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of the corporation, partnership, or limited liability company and that this Lease is binding on the corporation, partnership, or limited liability company. 25.15 No Representation by Broker/Realtor. Tenant represents and warrants that it has not had any dealings with any realtors, brokers, or agents in connection with the negotiation of this Lease, and agrees to hold Landlord harmless from the failure to pay any realtors, brokers, or agents and from any cost, expense, or liability for any compensation, commission, or charges claimed by any other realtors, brokers, or agents claiming by, through, or on behalf of Tenant with respect to this Lease and/or the negotiation of this Lease. 09811-0000\543539.8 21 25.16 No Recording. Neither this Lease nor any memorandum of this Lease will be recorded by either party to this Lease. 25.17 Assignment and Assumption by Landlord. Should Landlord sell, exchange, or assign this Lease (other than a conditional assignment as security for a loan), then Landlord, as transferor, will be relieved of any and all obligations on the part of Landlord accruing under this Lease from and after the date of such transfer, provided that Landlord’s successor in interest will assume such obligations from and after such date. Landlord shall provide Tenant written notice of any such transfer. 25.18 Time of the Essence. Time is of the essence with respect to all matters set forth in this Lease. 25.19 No Joint Venture. Neither this Lease nor anything contained herein shall be construed to authorize either party to act as agent for the other, except as expressly provided herein. 25.20 No Intended Third Party Beneficiary. Tenant and Landlord agree that this Lease is personal to Tenant and Landlord and there are no intended third- party beneficiaries to this Lease or any extension, modification or amendment hereof. 25.21 Attorneys’ Fees. In the event that either Tenant or Landlord fails to perform any of its obligations under this Lease, or in the event a dispute arises concerning the meaning or interpretation of any provision of this Lease, the prevailing party in any such dispute shall be entitled to payment from the non-prevailing party of any and all reasonable costs and expenses incurred by the prevailing party to enforce or establish his rights under this Lease, including court costs and reasonable attorneys’ fees. 25.22 Binding Lease. This Lease shall be binding upon, and shall inure to the benefit of, the Parties and their successors, heirs, and permitted assigns. The Parties to this Lease have executed this Lease as of the Effective Date. LANDLORD: P&P Holdings, LLC __________________________________ Ryan M. Janisse, Manager TENANT: TAT Fresno LLC __________________________________ Courtney Caron Avi Kahan TAT Fresno LLC 11330 Ventura Blvd. Studio City, CA 90064 November 17, 2020 RE: FMC 9-3316(c) In accordance with FMC 9-3316(c) TAT Fresno LLC employs or will employ within one year of receiving a commercial cannabis business permit, one supervisor and one employee, who have completed a CAL-OSHA industry outreach course offered by a duly authorized training provider. Sincerely, Avi Kahan Managing Member 2 SECTION 1 Hallmarks of Success: • Unparalleled customer experience • Elegant store design • Unique arts programming • Extensive consumer education • Comprehensive product selection • Competitive pricing Our ownership team includes lifetime Fresno resident Lawrence (Larry) Artenian, Fresno native and cannabis attorney, Courtney Caron, and The Artist Tree’s founders, Lauren Fontein, Avi Kahan, and Mitchell (Mitch) Kahan. Larry and Courtney have deep roots in Fresno. For his entire life, Larry has resided in Fresno. He is a Professor of Contract Law at San Joaquin College of Law in the neighboring city of Clovis, and a Partner at Jones, Kopfman & Artenian LLP in Fresno. Courtney is a graduate of California State University Fresno and San Joaquin College of Law, where she and Larry first became acquainted nearly 17 years ago. In early 2020, Courtney partnered with Larry, Lauren, Avi, and Mitch to develop Fresno’s ideal cannabis store. Lauren, Avi, and Mitch have owned and operated several successful licensed retail cannabis businesses in California since 2006. They created The Artist Tree (“TAT”) to promote local artists and to provide a safe, welcoming and communal space for cannabis exploration. In 2018, they teamed up with Courtney to open the first Artist Tree location in West Hollywood and have continued working with her on subsequent retail projects throughout California. The team is now operating and developing eight retail locations (West Hollywood, Los Angeles (3), El Sobrante, Riverside, Corona and Oxnard) and two cannabis consumption lounges (West Hollywood) under The Artist Tree brand. They co-own additional retail stores in Los Angeles and Long Beach. As in Fresno, Lauren, Avi and Mitch have forged partnerships with local residents and social equity partners to operate their other locations (e.g., Riverside, El Sobrante and Koreatown), promoting local and social equity business ownership. Unlike many other growing cannabis companies, TAT’s owners are directly involved in every aspect of their businesses. They work daily with store management, develop training procedures, create inventory control systems, implement security protocols, interact with customers, and implement community benefit initiatives to continually improve our businesses. They prioritize legal compliance, drawing on our extensive real world knowledge of regulations, licensing, and employee management. Drawing on their combined expertise, the TAT team has developed an eye catching store design that is both inviting and functional, featuring numerous areas for displaying art, educational consoles, and alluring product displays. They will utilize their past experience building out retail locations to update the existing building at 1426 N. Van Ness Avenue with a restored Art Deco façade, hardwood floors, custom display tables, multiple vault rooms, and alarm and surveillance systems to create the safest and most enjoyable customer experience possible. In addition to cannabis experience, all of TAT’s owners have worked with numerous nonprofit organizations, as detailed below. They will continue their philanthropic efforts in Fresno, partnering with the Fresno Arts Council, Central California Community Food Bank, Fresno Unified School District, Tower Marketing Organization and many more to positively impact the City’s residents. TAT’s ownership team also draws on years of combined education with four J.D.s and an M.B.A from prestigious universities, as outlined in the resumés below. Resumés ––––– The following resumés summarize the cannabis, legal, and operations experience and education of each of TAT’s owners. 13 SECTION 1 Owner Biographies Lawrence M. Artenian ––––– In 1912, Lawrence (“Larry”) M. Artenian’s grandfather moved to Fresno, and thus began the 108 year history of residency. Larry’s father, a veteran of the U.S. Marine Corps, was also a commercial artist and shared his love of art with Larry. Larry is a graduate of Hoover High School, where he won a national championship in speech and debate. After receiving a bachelor’s degree from Harvard University, Larry completed law school at the University of San Francisco and began to practice law with a firm in San Francisco’s financial district. In 1987, Larry joined the McCormick Barstow law firm in Fresno, where he remained for two years before leaving to work independently, while teaching law courses at San Joaquin College of Law. He served as a full-time Professor of Law for nearly twenty years, and he continues to teach as a member of the adjunct law faculty. Larry is currently a Partner in Jones Kopfman Artenian, a Fresno law firm he joined in 2010. Larry’s family connection to Fresno’s historic downtown gave him an early interest in preservation of the city’s architectural and artistic heritage. As a child, he watched the demolition of the courthouse dome and construction of the downtown malls, and he attended the public unveiling of Renoir’s “Grande Laveuse” (the “washerwoman”) by then Mayor Floyd Hyde. At Harvard, Larry was selected by the Graduate School of Design for a seminar course in urban redevelopment, partly because of the international celebrity of Fresno’s Fulton Street redevelopment efforts. Later, as President of the Fresno Downtown Association, Larry was appointed by the City Council to serve on the Central Area Planning Task Force. Working closely with the Director and Staff of the City Planning Department, Larry authored a portion of the Central Area Community Plan that was adopted by the City Council, and sat on an early committee created by Mayor Karen Humphrey to investigate resources for the construction of a downtown triple-A baseball stadium. The team that was interested in Fresno at that time chose to locate in Salt Lake City, but during Larry’s tenure the Downtown Association collected hundreds of pledges from local businesses to purchase seat options, as a way of demonstrating support in the business community for a new downtown stadium. Through his work on the Central Area Planning Task Force, Larry learned that homelessness and hunger are complex problems involving many different sets of circumstances. Larry donates annually to the Central California Food Bank and the Fresno Rescue Mission, and he believes the revenue-generating potential of the cannabis industry can provide a significant source of private-sector financial support for these and other community-based efforts to address the problems of hunger and homelessness in Fresno. The Artist Tree recognizes the importance of reducing food insecurity and homelesness and works to resolve both as part of their Social Responsibility Plan. Larry also led the Downtown Association to sponsor a street art festival during which local artists were given assigned spaces to create 14 SECTION 1 temporary murals, landscapes, and portraits in pastels, directly on the pavement of the downtown malls, as thousands of attendees watched. The art spanned the entire length of the mall and featured a work by guest artist Kurt Wenner, whose innovative street paintings had become well-known in Europe. During the multi- day festival, Wenner created “The Magic Flute” on a huge canvas, taped to the pavement next to the clock tower at Fulton and Mariposa. The painting depicted a scene that included buildings whose architectural elements were taken from some of the ornate structures built in downtown Fresno in the 1920’s. Larry committed funds from the Downtown Association to help purchase the finished work as a gift to the City of Fresno. Today, it hangs in the foyer of Fresno City Hall, above a staircase leading to the Council Chamber. Larry believes in ventures that enrich the lives of people of all backgrounds by bringing them into contact with the arts. As a classical violinist, he was employed as the youngest member of the Fresno Philharmonic Orchestra before leaving for college. As the concertmaster of Harvard’s Bach Society Orchestra, Larry rehearsed with Leonard Bernstein and performed in Boston and New York with many classical recording artists, including cellist Yo Yo Ma and soloists from the New York Metropolitan Opera. Larry also supports and advocates community and professional theater arts, and he has made annual financial contributions to the Oregon Shakespeare Festival for many years. He has also acted in and directed theatrical productions in college, as well as community theater in San Francisco. Through such experiences, Larry has seen over and over again how education and participation in the visual and performing arts can uplift young people and serve as a bridge to better educational opportunity, and ultimately better economic opportunity as well. Shared artistic efforts build self-esteem and a sense of community and teamwork, in much the same way as participation in organized sports. Larry’s interest in law incidentally has a connection to the arts. Larry’s mentor at Harvard was James Vorenburg, then a law professor, and later Dean of the Harvard Law School and Assistant Special Prosecutor in the Watergate hearings. Professor Vorenburg assisted Larry with copyright and licensing issues related to a theatrical production. As an attorney, Larry has represented large and small businesses, public entities, and working people. Today, his efforts focus on representing employees in class action suits to enforce California’s Labor Code and other laws intended to protect the safety and earnings of working people. Larry and his partners have obtained numerous multi-million dollar judgments and settlements on behalf of title and escrow workers, packing house employees, truck drivers, and others, throughout California. Most recently, after a lengthy appeal, the U.S. Court of Appeals affirmed a unanimous jury verdict in a San Francisco federal court, obtained by Larry and his partners on behalf of all Wal-Mart truck drivers in California. Larry gave the closing argument before the jury, which led to a recovery of over $80 million, the largest to date achieved by a Fresno law firm in a single case. Larry and his partners have received various awards for their work. One such award was in recognition of the firm’s application of class action laws to direct many thousands of dollars of settlement funds to Central California Legal Services, a local non-profit organization that extends legal services to people who otherwise could not afford an attorney. On behalf of the legal team in the Wal-Mart case, Larry was nominated as Trial Lawyer of the year in 2017 by the Justice Foundation in Washington D.C. He has been voted “Teacher of the Year” many times by the students at San Joaquin College of Law, and has received the peer-reviewed “Superlawyers” award for both 2019 and 2020 from the legal publishing division of Thompson-Reuters. 24 SECTION 1 an operations plan and a formal training system for incoming staff. Mitch and Avi oversee hiring decisions and ensure that each team member is professional, enthusiastic and personable. Realizing the value of team member retention, TAT LA offers incentive bonuses for individuals who meet certain milestones, based on time with the company and sales metrics. Mitch and Avi work closely with the General Manager, Sumaiya Islam, to set sales goals, manage inventory, and improve operations. Avi manages bookkeeping, working with the store’s independent auditor and legal counsel to ensure compliance with state and local regulations. Mitch and Lauren handle TAT LA’s marketing efforts, creating digital and print advertisements, in store promotions, email marketing, and social media content. Mitch also works closely with TAT LA’s Purchasing Manager to source inventory. Mitch and Avi have always sought to distinguish TAT LA from its competitors by offering an extremely wide selection of cannabis flower, concentrates, edibles and tinctures. TAT LA caters its offerings to its unique demographic of middle aged professionals, seniors, and women, carrying a large assortment of non-traditional cannabis products, such as topical creams, bath balms and CBD-only products. Mitch has established long term relationships with well known cannabis brands such as Select, Kiva, dosist, Canndescent, and Papa & Barkley. He also sources products from small scale, environmentally conscious producers, such as Flow Kana, a flower brand that works with small, eco friendly cultivators. In 2011, The Green Easy partnered with IndicaOnline to pioneer a point of sale system for cannabis dispensaries. Avi worked closely with IndicaOnline to keep more precise accounting of inventory, employee hours, and sales. At a time when cash and paper receipts were the norm, Avi brought accountability to sales, tax reporting, and inventory management. TAT LA recently transitioned to Blaze POS (“Blaze”) as its point of sale and inventory management system, and also utilizes an independent auditor to take physical inventory of its products once a week for reconciliation purposes. The Artist Tree Re-Brand TAT LA is currently undergoing renovations and will become The Artist Tree LA in Spring of 2021, increasing The Artist Tree’s Southern California brand presence. Lauren, Avi and Mitch have developed a new store layout and design, consistent with TAT’s focus on enhancing the local arts. The updated design includes a gallery space in the entryway, an open floor plan, custom freestanding display tables with products shown through inlaid glass, and increased security features. TAT LA will work in tandem with TAT WeHo, located only 1.5 miles away, to host community events and provide support to local charities. MMD Marina del Rey ––––– In 2012, Avi and Mitch acquired Cantodiem Dispensing Collective LLC, a medical cannabis dispensary now doing business as MMD Marina Del Rey (MMD). They began plans to relocate the dispensary to a prime retail spot in Los Angeles’s Larchmont Village and began construction in 2013. Community Integration Although the location was fully compliant under Los Angeles’s cannabis ordinance, the Larchmont community strongly opposed a dispensary in the neighborhood. Avi and Mitch personally reached out to neighboring businesses and attempted to forge a relationship with the neighborhood council. They published a letter in LarchmontLA addressing residents’ legitimate concerns, such as odor, loitering, and crime. Unfortunately, the Larchmont community was not ready to welcome a medical marijuana collective, despite MMD’s full compliance with state and local laws. Avi and Mitch ultimately decided to relocate MMD to North Hollywood. Through their battle with the Larchmont community, Avi and Mitch learned a valuable lesson on the 29 SECTION 1 Courtney Caron ––––– Courtney Caron works closely with the TAT team on all of its cannabis projects, as cannabis counsel and community affairs consultant. Fresno holds a special place in Courtney’s heart, as she spent nearly a decade living, studying, working and volunteering in the City of Fresno. In 1998 as a 17-year-old Freshman, Courtney set out to earn her degree in Communicative Sciences and Disorders (Deaf Education) from California State University, Fresno (CSUF). As a Bulldog, Courtney served as President, Vice President and Philanthropy Chair of Alpha Xi Delta Sorority, President of The Order of Omega, and was named Greek Woman of the Year in 2002 for her philanthropic efforts and leadership skills exhibited as part of the student body. In 2002, Courtney was crowned Miss Fresno County for the Miss America Organization and spent the year volunteering and speaking to Fresno’s youth on Arts Education. Following graduation, Courtney took a teaching position at Sequoia Middle School as a math and science teacher. Having always had an interest in the law, Courtney decided to enroll as a student at San Joaquin College of Law (SJCL). It was there that she met TAT local owner, Larry Artenian, a professor of the law school. While a student, Courtney was a member of Delta Theta Phi Fraternity, served as the Student Bar Association President, sat as a member of the SJCL Board of Directors, was the Brown Scholarship Recipient and was a semi- finalist in the Hooper Moot Court competition. Now, focusing her law practice on cannabis law (an exciting and emerging area of practice), Courtney has been featured in SJCL’s Inter Alia and has spoken on the new student panel. While a law student and following graduation, Courtney worked as a litigation attorney for several Fresno, Sacramento, Los Angeles, and San Francisco area law firms. She eventually moved to Santa Monica, CA, where she founded Adamant Law Group, P.C. a boutique firm specializing in cannabis law and music entertainment law. In 2017, while attending a City Council meeting in the City of West Hollywood, Courtney met Lauren Fontein, Mitch Kahan, and Avi Kahan. Courtney considers this meeting a pinnacle moment in her legal career. Following this meeting, TAT was formed and, together, Courtney, Lauren, Avi, and Mitch drafted and submitted cannabis license applications to the City of West Hollywood. As a former ballerina and stained-glass artist, Courtney’s love for both fine art and performing arts tied perfectly with TAT’s mission of providing a forum for the arts. Courtney successfully helped TAT win 5 cannabis licenses in West Hollywood’s highly competitive merit-based application process. TAT was born. Following the West Hollywood process, Courtney has continued to work with TAT to rank highly in application processes and successfully obtain licenses in Riverside County, Contra Costa County, and Oxnard. For two years, Courtney has followed the legalization of cannabis in the City of Fresno, with the hopes that one day TAT would have the opportunity not only to provide the City with quality cannabis products, but also with a unique forum for local artists to prosper. Courtney has partnered with TAT to operate TAT Fresno, because The Artist Tree’s passion for the advancement of the arts aligns so well within the City. 30 SECTION 1 Aside from TAT, Courtney also represents multiple other successful cannabis clients, for whom she has attained numerous cannabis licenses across the state. Courtney is most proud of the fact that each of her clients are 100% citation free, meaning they operate within the confines of both local and state law. Due to Courtney’s success with merit- based licensing and focus on compliance, Courtney has become one of the most highly sought-after cannabis attorneys in the state of California. Courtney has devoted a great deal of her life to volunteer work and impacting change within her community. On the civic side, Courtney was elected into public office in 2010 as a member of the Board of Directors for a local water utility company. While a resident of Fresno, she volunteered with numerous food banks, homeless shelters, children’s related organizations, and at civic events. In more recent years, Courtney has served as a Steering Committee Member for the Los Angeles Food Bank’s “Food From the Bar” Campaign, a pro bono attorney for Bet Tzedek’s (a legal nonprofit in Los Angeles, CA) LGBTQ Gender and Name Change clinic, a volunteer for Baby 2 Baby, and as a member of the Board of Directors of Rail LA and the Cannabis Chamber of Commerce. With The Artist Tree’s expansion into the City of Fresno, Courtney will serve as both cannabis counsel and Community Affairs Director, developing and implementing TAT’s community benefits programs. Courtney is most excited for the opportunity to implement a free expungement clinic for local residents through a partnership with her alma mater San Joaquin College of Law and other members of the local legal community. Organizational Structure of The Artist Tree’s Operations Team Chief Operating Officer –––––AvivHalimi VP of Operations –––––KennyPerez General Manager –––––Local Fresno Resident VP of Business Development –––––Tommy Quicksilver Purchasing Manager –––––SeanPollack Chief Strategic Officer –––––MitchKahan Chief Financial Officer –––––AviKahan Chief Compliance Officer & Marketing Director –––––Lauren Fontein Cannabis Counsel & Community Affairs –––––Courtney Caron 31 SECTION 1 In addition to the ownership team, TAT also relies on the breadth of knowledge and expertise from its Financial Interest Holders and Advisory Team members, as described below. Aviv Halimi ––––– Aviv is Chief Operating Officer of The Artist Tree Holdings and a TAT Financial Interest Holder. He works closely with Lauren, Avi, and Mitch to operate TAT’s businesses. In 2013, he founded Encore Recycling, an agricultural recycling facility with 300,000 square feet of manufacturing space. At Encore, Aviv managed four facilities with nearly 1,000 employees reporting to him. Encore was acquired by Revolution in 2018, and in 2019, Aviv was awarded Revolution’s Executive of the Year award for his instrumental role in achieving record levels of operational efficiency across his facilities. Simultaneously, Aviv partnered with Avi, Lauren, and Mitch to assist them in operating TAT locations throughout California. Aviv now works full time as COO of TAT, where he is instrumental in developing operational systems, budgets, goals, strategies, and company policies, resulting in continual month-over-month growth at existing TAT locations. He will continue his role as COO as part of TAT’s operations team. Dennis Kahan ––––– Dennis is a financial interest holder of TAT and a retired attorney and business owner. He was the founder and CEO of Teletrac, one of the original geolocation technology providers. Dennis currently works with TAT’s locations as a consultant and investor. In Fresno, he will advise TAT on legal matters and operational strategy. Elizabeth Jonasson Rosas ––––– Elizabeth presently serves as the Strategy and Communications Officer for Fresno Economic Opportunities Commission. Elizabeth also represents the Roosevelt High region on the Fresno Unified School District Board, the third largest school district in California. With her international background and entrepreneurial instincts, Elizabeth began Jonasson Consulting to serve the thriving Fresno business community interested in capturing a larger portion of the Hispanic Market with expansion into Mexico. Impressed with her skills, she was invited to join the City of Fresno to do community outreach and Spanish-language media relations. She continued to use her media and outreach experience joining Coalition for Clean Air, a statewide policy advocacy organization. More recently she used her talent in the San Joaquin Valley office of the California High-Speed Rail Authority as an Information Officer. For her work there she was named the State Public Information Officer of the Year for 2015. Elizabeth will assist TAT with implementation of our local hire program in an effort to exceed the City’s goals represented in its Social Policy. Marie Slater ––––– Marie is a lifelong resident of Fresno and a graduate of Fresno High School and California State University Fresno, where she was a member of Alpha Xi Delta Sorority. Upon graduating Cal State Fresno in 1971, Marie began a 47 year career as a teacher in the Fresno and Clovis Unified School Districts, teaching at both Daily Elementary and Pinedale. Marie has devoted a great deal of time to giving back to the community. She formerly served as an advisor and board member for Alpha Xi Delta (where she met Courtney Caron). Currently, she is a board member of Temple Beth Israel and a volunteer for Mike’s Books through the Housing Authority. Most notably, Marie has been a docent of the Chaffee Advisory Team and Financial Interest Holders 33 SECTION 1 1.2 Budget and Financial Model At the heart of the San Joaquin Valley, Fresno is a formidable metropolitan center surrounded by vast agricultural areas. It is home to approximately 530,000 residents and is one of the fastest growing cities in the US. There is a tremendous need for safe access to legal cannabis in the area. There are currently no licensed cannabis dispensaries or delivery services in Fresno or in any of the surrounding communities. The closest licensed dispensaries are 30+ miles away in Lemoore, Farmersville, Merced, Tulare (Medical only), and Woodlake. Therefore, TAT will serve not only residents of Fresno, but residents of surrounding areas, including Clovis, Kerman, Malaga, and Sanger. TAT’s financial model, as set forth in the Pro Forma in Section 1.4, reflects our years of experience operating cannabis businesses. In generating the model, we have assumed our retail location will open for business on September 21, 2021, allowing 4 months for the City of Fresno to award cannabis licenses and another 4 months for TAT to obtain all necessary licenses/permits and complete construction. Initial Capital Expenditures ––––– TAT’s Initial Capex includes renovating the building’s interior and exterior, installing millwork, installing a security & camera system, and building out a vault room. TAT will work with Crawford Architecture, Armaplex Security, and local construction, security and IT providers to complete the project. TAT will also purchase furniture (office desks, chairs, etc.), IT infrastructure (iPads, Elo POS terminals, receipt printers, etc.), interior and exterior signage, and a Toyota Prius for delivery. TAT’s financial model line items capital expenditures and depreciation with the understanding that IRS Section 280E does not currently allow for deductions other than Cost of Goods Sold. Our total capital expenditures total in 2021. TAT will incur rent holding costs of month for 12 months) and other initial costs such as legal fees, accounting fees, and licensing, totaling an additiona . TAT’s total start up expense is projected at TAT understands that unexpected difficulties and challenges often arise when starting a new business, for example, COVID-19. As experienced cannabis operators, we are equipped with the liquidity necessary to give our business time to grow. We have provided proof of funds showing in liquid assets (see Section 1.3). Thus, TAT has readily accessible operational capital far in excess of that needed to fund our start up expenses. Once operational, TAT will occasionally take advantage of a distributor floating product for a period of time (i.e., net 30), generating an accounts payable line item, but TAT’s balance sheet will never have significant liability line items. Should TAT incur unexpected losses beyond 2022, it will remain adequately capitalized and never have to take on outside debt/funding. TAT will rely on its owners and operators’ expertise to efficiently navigate the permitting process and bring its vision to life as quickly as possible. As the first retail cannabis store to open from West Hollywood’s 2018 application process and the first company to obtain CUP approval to date in Riverside County and Contra Costa County, TAT’s operators are adept at managing project build- outs and quickly obtaining licensing. Initial Capital Expenses ––––– 37 SECTION 1 We will successfully employ these methods to attract new customers, resulting in a steady 20% monthly growth rate. We have budgeted for marketing during our initial ramp ( per month for 6 months) followed by $15,000 per month or per year thereafter. We have also modeled delivery COGS much higher than retail COGS at 85%. This is to account for our experience with lower margins for delivery as a result of additional labor costs, vehicular costs, insurance, and occasional undeliverables. TAT operators Lauren Fontein and Mitch Kahan will work directly on marketing campaigns and customer retention management. In collaboration with TAT’s in store team and their brand partners, they will design product promotions, monthly sale days, and special events. As in current TAT locations, Lauren will design marketing materials, including print materials, digital ads, email campaigns, out of home ads, website content, and text messaging imagery. Mitch will craft discount and loyalty programs, manage CRM platforms, and track the efficiency of all marketing campaigns. TAT will adhere to Fresno’s cannabis advertising restrictions and will not advertise on billboards, bus shelters, or placards (FMC § 9-3309(h)(6)). Pursuant to state law, TAT will only advertise in publications or locations where at least 71.6% of the audience is 21 or older and will not use advertisements that are appealing to minors (16 CCR § 5040). 39 SECTION 1 Other Finally, we have included a catch all Other Expense category, totaling a substantial 3% of gross receipts. This catch all will encompass small line items like Utilities (expected to total less than $12,000 per year), Payroll Fees, Art Curation Fees, and any additional unexpected business expenses. Summary ––––– TAT’s major expenses are COGS and Payroll, both of which are variable in nature. Should revenue not materialize as anticipated, TAT can reduce costs as needed to ensure continued business success. TAT projects total EBIT to steadily increase and turn positive in 2022. Utilizing our retail experience and the marketing strategies described herein, in conjunction with favorable cannabis industry trends, we believe we will realistically achieve these projections. 1.3 Proof of Capitalization 1.4 Pro Forma 45 SECTION 1 1.5 Hours of Operation and Opening & Closing Procedures Hours of Operation ––––– TAT will be open from 8:00 a.m. to 10:00 p.m seven days a week in accordance with FMC § 9-3310(a)(1). Opening Procedures ––––– TAT’s opening procedures ensure the safety of our employees, customers and product. TAT will employ an onsite security guard 24 hours a day to provide maximum protection to the property, ensure the safety of the areas adjacent to the store, and deter potential break ins. Security Guards, Front Desk Staff, Guides, Fulfillment Staff, Delivery Drivers ––––– • Arrive at start of scheduled shift (at least 15 minutes prior to retail opening hours); • Conduct a visual inspection of the storefront, parking lot, and surrounding areas for any security concerns, such as forced entry, loitering, or suspicious activity, before entering the facility; • Immediately report any breaches in security to onsite security guard and Fresno Police Department; • Enter through the secure access employee/delivery entrance with employee specific TAT issued key card; • Place all personal belongings (including cell phones) in employee lockers in the employee lounge area; • Clock-in using individualized employee ID through Wurk (a cannabis specific payroll services provider); • Review posted announcements and check in with Manager on duty for daily team meeting; and • Fulfillment: –Check for orders placed prior to opening and process any pending pick up and delivery orders. • Delivery Drivers: –Check for pending orders and create delivery route; and –Verify that copies of insurance and cannabis licenses are in the delivery vehicle and that the lockbox is property secured inside the vehicle. • Guides: –Receive a designated tablet, POS terminal and cash drawer associated with their employee IDs; –Verify that the amount of cash in drawer equals $100; and –Check that all display products on the sales floor are in the correct place. • Front Desk: –Check that ID scanners and check in computers are up and running. Management Staff ––––– • Arrive at least 30 minutes prior to retail opening hours and follow applicable procedures above; • Disarm the security system utilizing Manager’s individually designated code; • Turn on all indoor lights in retail showroom and back of house (lights in lobby will remain on 24/7); • Manually test all door locks, cabinet locks and safes; • Confirm that security cameras are functioning and free of obstruction; • Deposit $100 into each Elo cash register to ensure sufficient daily change is available. 46 SECTION 1 • Ensure the facility is clear of any slip, trip or fall hazards and that all egress pathways are unobstructed; • Confirm that all signage, including local and state permits, are up-to-date and easily visible; • Turn on the POS and computer systems; • Check inventory levels in Daily Inventory Vault and transfer items from Main Inventory Vault; • Turn on in-store music system (through Soundtrack music service); • Ensure all scheduled staff have arrived or are otherwise accounted for; • Host morning team meeting regarding daily task lists, any new procedures or policies, current promotions, and any outstanding items from the prior day; and • Ensure all staff are in their assigned stations via the schedule listing. Closing Procedures ––––– TAT’s Closing Procedures are designed to ensure the safety of TAT employees, promote the cleanliness of our store, and ensure the integrity of our products. Front Desk Staff and Guides ––––– • Guides: –Reconcile cash drawers at the end of shift and drop cash in safe following TAT’s cash handling procedures; –Ensure all product displays, including flower goblets, product packaging and product information signs, are orderly and in the correct places; and –Charge ordering tablets and wireless card readers. • Fulfillment: Reconcile inventory in Daily Inventory Vault in POS system; • Delivery Drivers: Return any undelivered products to inventory. • Clean the retail floor with broom and wood floor mop; • Wipe down terminals, counters, and other display areas; • Collect all trash/recyclables and empty waste bins into the corresponding dumpster; • Charge all tablets, ID scanners, and mobile debit card processing equipment; • Clock out using Wurk app; and • Gather personal belongings and leave premises prior to the Manager’s departure. Management Staff ––––– • At 9:50 pm, stop admitting customers to retail area and notify all remaining customers that they must complete their purchases; • Escor t customers out of the building prior to 10 pm and lock the doors; • Reconcile all of the cash on hand via POS system and place it in the safe; • Reconcile all daily sales records with CCTT-METRC (“METRC”); • Log out of Blaze system and verify that password protection is enabled; • Turn off Soundtrack music system; • Turn off indoor lights in showroom, Manager’s office, and back of house; • Activate the facility alarm system; • Confirm that all surveillance cameras and lighting are functioning and free from obstruction; • Confirm that all doors, cabinets and safes are closed and locked; and • Verify all doors are secure before leaving for the day. 47 SECTION 1 Security Personnel ––––– • Escort staff members to parking lot; • Ensure that no individuals or cars remain on the premises or in the parking lot after store hours other than TAT’s delivery vehicle; • Survey street and sidewalk areas adjacent to store for suspicious persons, vehicles or circumstances (persons potentially laying in wait); and • Exit facility with closing Manager, ensuring the nighttime guard is on duty, with doors secured and alarm activated. 1.6 Day to Day Operations for Retail with Delivery Compliance with State and Local Law ––––– Legal compliance is the backbone of TAT’s operations. Our standard operating procedures have been tested and perfected through years of experience operating compliant cannabis businesses. Our existing stores strictly adhere to all local and state cannabis laws, including tax reporting, inventory procedures, quality control procedures, security measures, delivery procedures, and posting requirements. We will replicate our perfect compliance record in Fresno through strict compliance with the Fresno Municipal Code (FMC) and California state cannabis regulations as fully described below. For example, TAT will: • Verify the age of every individual prior to dispensing cannabis (FMC § 9-3310(a)(3)); • Utilize a buzz-in electronic/mechanical entry system to limit access to the retail area and separate TAT’s waiting area from its retail area (FMC § 9-3310(a)(4)); • Employ armed security personnel onsite 24 hours a day (FMC § 9-3310(b)(1)(xii)); • Prohibit onsite cannabis consumption (FMC § 9-3309(a)); and • Sell no more than the daily limits of cannabis, enumerated in 16 CCR § 5409, to a single customer in a single day. Day to Day Operations ––––– The following outline describes the day to day responsibilities of TAT employees during store hours. The duties of each TAT employee are fully detailed in Section 2. Front Desk Staff ––––– • Keep the front desk surface clean, organized, and free of any prohibited materials, including cell phones, food, beverages, or magazines; • Welcome customers warmly to the store and answer any questions; • Scan and confirm validity of each customer’s government issued ID and check each customer into TAT’s POS pursuant to the check in procedures described in Section 1.6.1.i below; • Upon age verification and check in, grant each customer access to the retail floor area through a “buzz-in” electronic entry system pursuant to FMC § 9-3310(a)(4). 50 SECTION 1 Delivery Driver (detailed fully in Section 1.6.1.vi below) ––––– • Communicate with Fulfillment staff to prepare orders for delivery; • Route deliveries using TAT’s GPS system; • Contact customers in advance of delivery to confirm arrival; • Safely operate TAT vehicle, park in appropriate areas, and monitor surroundings for potential security threats; • Verify customers’ IDs and medical documents before transferring products to customers; • Collect payment via cash or mobile card reader; • Maintain products and cash in secured lockbox in vehicle; • Transport cash and undelivered items back to TAT; and • Reconcile all delivery transactions in Blaze POS. Additional Guide, Fulfillment, and Delivery Driver Requirements ––––– • Notify Manager on duty immediately of any issues with customers, orders, or deliveries; • Alert Manager on duty and ask to be covered before leaving for a rest or meal break; • Wear employee badge at all times; and • Wear TAT uniform and adhere to TAT dress code at all times. Security Guards ––––– • Conduct a perimeter inspection no less than every hour of the parking lot, street and sidewalk areas adjacent to the store, looking for any individuals who are loitering, consuming cannabis products, harassing customers/ employees, acting erratically, or are otherwise creating a nuisance or safety threat; • Take appropriate action to curb any illegal or unwanted behavior, including summoning TAT management and/or the Fresno Police Department; • Monitor lobby and retail showroom for any disruptive behavior and remove any guests exhibiting potentially dangerous or offensive behavior; • Monitor areas outside store for any cannabis odors and promptly address odor issues; • Ensure entry into the retail showroom is granted only to customers who have been age verified and buzzed in by the Front Desk employee; • Ensure banned customers are denied entry to the premises; • Rotate between the waiting room, retail showroom, fulfillment, and parking areas as needed; • Monitor customer behavior in retail showroom to prevent possible diversion or theft; and • Ensure the Security Guard for the following shift is on duty prior to ending each shift. Management Staff ––––– • Verify that each employee clocks in and out for his/her shift and meal break; • Check with Cashiers throughout the day to avoid having over $500 in a drawer at any one time; • Monitor the cash on hand throughout the day and schedule cash pickups via armored car service when necessary; • Provide assistance to customers needing extra help or who have an issue with an order; • Respond to emails, customer complaints, and employment inquiries; • Respond promptly to security concerns; • Receive incoming product deliveries and log items into METRC and Blaze; • Schedule employee shifts and manage payroll; • Ensure employees take required rest and meal breaks; • Monitor daily inventory levels and restock inventory as needed from the Main Vault; and • Check performance of odor control and HVAC equipment and address any issues. 51 SECTION 1 1.6.1.i Customer Check-In Procedures Age Verification and Medical Patient Verification ––––– TAT strictly adheres to state and local age verification requirements to ensure that no underage persons gain entry to our retail area. Pursuant to 16 CCR §§ 5400 & 5404 and FMC § 9-3310(a)(3), a TAT Front Desk receptionist will verify the age and medical documentation (if applicable) of each individual before granting access to the sales floor area of our store. All customers must present valid photo identification showing that they are at least 21 years of age or at least 18 years of age with valid medical patient documentation. Customers who (i) are under the age of 21 and lack valid medical patient documentation, (ii) are under the age of 18; or (iii) who fail to present a valid form of identification will be politely denied entry into TAT’s retail area. FMC § 9-3310(a)(4). Photo & Age Identification ––––– Valid forms of photo identification include the following: • A document issued by a federal, state, county, or municipal government, or a political subdivision or agency thereof, including, but not limited to, a valid motor vehicle operator’s license, that contains the name, date of birth, height, gender, and photo of the person; • A valid identification card issued to a member of the Armed Forces that includes the person’s name, date of birth, and photo; or • A valid passport issued by the United States or by a foreign government. Upon check in, a TAT front desk employee (FDE) will verify each customer’s age and identity by visually confirming that the customer’s face matches the ID presented and scanning the ID through our electronic Zebra DS9208 ID scanner. The ID scanner records and calculates ages for drivers licenses and IDs from all 50 states as well as Canada and Military IDs. For other valid forms of ID (e.g., passports), the employee will visually verify that the age on the ID is at least 21 or 18 as applicable. Medicinal Patient Documentation ––––– If a customer identifies himself/herself as a medical patient, TAT’s FDE will ask for the patient’s medical documentation. Acceptable medical documentation includes either (1) a valid physician’s recommendation or (2) a Medical Marijuana Identification Card (MMIC) issued by the Fresno County Department of Public Health (Cal. Health & Safety Code §§ 11362.7 & 11362.71). The FDE will authenticate each patient’s documentation as follows: • For a physician’s recommendation, contact the recommending physician for verification. • For an MMIC, use the California Department of Health’s online system to verify the patient’s information. Patients with invalid medical documentation will not be allowed entry if under 21. 52 SECTION 1 Customer Profile ––––– After verifying the validity of a customer’s ID, TAT’s FDE will scan a photo of the ID into Blaze and create a customer profile with a unique customer ID. In the case of a medical patient, the receptionist will also scan the patient’s physician’s recommendation or MMIC and add it to the Blaze profile. The FDE will also collect each customer/ patient’s phone number and email address if the individual wishes to join our loyalty program. Online Pick Up and Delivery Orders ––––– TAT offers online ordering through our website, theartisttree.com, for in store pick up and delivery. Customers who order online must create a customer profile with their personal information and upload a photo of their ID and medicinal patient documentation (if applicable) when placing an order. Upon pick up or delivery, a TAT Cashier or Delivery Driver will review the individual’s original ID and medical documentation (if applicable) to ensure that the documents are valid and that they match the items uploaded to the customer’s online profile. Record Retention ––––– TAT will use Blaze to store all customer/patient records electronically. Blaze is compliant with HIPAA standards and stores its data in maximum- security data centers in multiple locations in the United States and Canada, which are guarded by armed personnel. Data is also protected against unauthorized retrieval with 256-bit SSL file encryption. Pursuant to Cal. Bus. & Prof. Code §26162.5, TAT will maintain patient records in strict confidence. TAT will not maintain paper copies of patient records onsite. To further protect patient confidentiality, all customer profiles will be password protected, and only staff members with appropriate security clearance will have access to customer profiles. 1.6.1.ii Location and Procedures for Receiving Deliveries TAT only purchases cannabis goods from licensed distributors (FMC § 9-3309(f)). TAT will receive deliveries of cannabis goods between the hours of 9 a.m. and 5 p.m into the Receiving area of TAT’s back of house (See Floor Plan in Section 6: Location). The Receiving area will be directly accessible via the rear door of the facility, which is secured by an electronic access control and inaccessible to customers. At no time will cannabis products be delivered through TAT’s front door or carried through the lobby or retail showroom. TAT will schedule all deliveries in advance to prevent unscheduled deliveries and to ensure that a Security Guard and Manager are available to intake each delivery. Approximately 15 minutes prior to arrival, the distribution employee must notify TAT via phone call or text that he/she is approaching the facility. TAT management will ensure that the surveillance cameras monitoring the receiving area are functioning and unobstructed and that a Security Guard is stationed at the door to supervise the process and prevent unauthorized access during shipment intake. Only after verifying all of the foregoing will TAT’s Manager grant access to the distribution employee. Acceptance of Shipments and Product Inspection ––––– TAT will fully comply with all State regulations regarding the acceptance and/or rejection of shipments of cannabis products under 16 CCR § 5052.1. TAT’s Manager will: • Review the shipping manifest and visually verify that the products delivered match both the shipping manifest and purchase order and are fit for sale; • Check for missing items, incorrect products, noncompliant packaging/labelling, missing certificates of analysis (COAs), and expired products; and 61 SECTION 1 1.6.1.vi Delivery Service Procedures Applicable Law ––––– 16 CCR §§ 5403, 5415-5421. FMC §§ 9-3309(d)- (e),(k), and(i); 9-3310(a)(7) and (b)(3); 9-3331(d). TAT will offer delivery to the residents of Fresno, providing a convenient option for customers who are unable to access the store or who simply opt for delivery. TAT foresees that delivery will be a crucial aspect of its business in light of COVID-19 and the ever increasing popularity of in-home delivery. TAT’s team is currently operating delivery in its existing locations and will model its Fresno delivery service after those locations. We will deliver cannabis within the City of Fresno between the hours of 9 a.m. and 9 p.m. The 9 p.m. cutoff will ensure that our drivers have sufficient time to arrive back at the retail store prior to our 10 p.m. closing time. Delivery Vehicle(s) ––––– TAT will launch delivery with one company owned, fully electric vehicle. As the demand for our delivery service grows, we will add additional company vehicles to adequately service the community. TAT’s vehicles will be registered with the State of California at all times. Vehicle Details - TAT’s delivery vehicle(s) will be environmentally friendly, fully electric cars and will possess advanced driver safety features and crash avoidance technology. Company vehicles will be enclosed and will bear no markings that identify them as cannabis delivery vehicles pursuant to FMC § 9-3310(a)(7). All vehicles will at all times be owned by TAT and properly licensed/ registered. The vehicle(s) and all TAT Delivery Drivers will be insured under TAT’s automobile insurance policy. TAT will use All Risks insurance, a cannabis approved commercial car insurance provider that currently provides automobile insurance to existing TAT locations, to insure its vehicle(s) and Delivery Drivers. Vehicle GPS and Monitoring System - TAT’s vehicle(s) will be outfitted with a dedicated Vyncs Global Positioning System (GPS) device. The GPS device will integrate directly into the ODB-2 port of each car, which links to the vehicle’s central computer system. By using a GPS tracker that taps into the ODB-2 port, we will not only have real-time tracking and alerts about the delivery vehicle’s location, but we will also have full visibility into the car’s operating condition, including the car’s speed, whether it is on or off, services warnings, and indications of potential car failure. Using this system, we can set up automatic alerts to management in real- time if a driver is driving past the speed limit, deviates from the stated route, or if the car is potentially on the verge of mechanical failure. This monitoring will allow us not only to safeguard against active threats from robbers or hijackers, but also to prevent more benign threats, such as having a delivery car stranded in the field with large amounts of inventory due to car failure. TAT will track and record the geographic location of delivery vehicle(s) at all times and provide geographic information to the BCC upon request. Vehicle Security - TAT’s delivery vehicle will be fully alarmed and equipped with a lock box for storing cannabis goods and/or cash. The lockbox will be secured to the interior of the vehicle through a locked tether system. The box will not be visible or accessible to the public. Goods and/ or cash will only be removed from the lock box for the purpose of transferring then to a customer or to TAT management. The vehicle will also be equipped with a dash-cam to ensure driver safety. Vehicle Storage - TAT will use the designated delivery vehicle parking space within its on site parking lot as the secure location for our delivery vehicle, both during business hours and after the close of business. The parking lot will be monitored 24 hours a day by video surveillance equipment and an onsite Security Guard. 63 SECTION 1 • Confirm Order Details –Confirm that the delivery address is an actual physical address and that it is not located on publicly owned land or in a building leased by a public agency; –Confirm that the customer is at least 21 for adult-use orders or at least 18 for medicinal orders; and –Confirm the validity of medical documentation, pursuant to the procedures outlined above. • Remove Products from Inventory & Package –Remove from inventory all products necessary to fulfill the order and place them in a TAT shopping bag; –Affix receipt to exterior of bag, which contains the following information: ›Name and Address of Retailer; ›Name and employee ID # of Delivery Driver responsible for order; ›Name and employee ID # of Fulfillment employee; ›Date and time of order; ›Customer’s name, address, telephone number, and customer number; ›Detailed receipt with an itemized list of products purchased and cost, including product weight, volume, or other measure; ›Order total, including taxes and fees, cost of goods, and delivery fee; and ›Upon delivery, date and time delivery was made and customer signature. Product Tracking Procedures ––––– TAT’s Blaze POS includes specific functionality for delivery orders. • After a delivery order is packaged, the responsible Fulfillment employee will “Check Out” the order in Blaze and assign it to the applicable Delivery Driver to alert the POS that the order is leaving TAT’s facility and being transported for delivery. Customer Ordering Process ––––– Customers may place delivery orders at theartisttree.com, by telephone, or by using a third party platform, such as Weedmaps and IheartJane. When ordering online, consumers have the opportunity to review product information, including product origins, customer reviews, known effects of use, known therapeutic benefits, and ingredients. Upon placing their first online order, all customers will be required to create a customer profile and provide the following information: • The customer’s name, address, date of birth, phone number, and email address; • A photograph of the customer’s state issued identification; and • In the case of a medical patient, a photograph of the patient’s MMIC or doctor’s recommendation After a customer submits his/her online order, the order will immediately be transmitted to Blaze for fulfillment. Blaze will create a unique customer ID for the customer and designate the order as a delivery order. Customers who place an order by telephone will be assisted by a TAT Guide, who will manually create a customer profile for the caller. Phone customers will be required to email a photo of their IDs and medical documentation (if applicable) to TAT’s fulfillment email address before their orders can be fulfilled. Order Fulfillment Process ––––– Upon receipt of an order (electronically or telephonically), a TAT fulfillment employee will initiate the order fulfillment process, which includes the following: 64 SECTION 1 • Upon delivery, the Delivery Driver will mark the product as delivered in Blaze, notifying our POS and METRC that the products are no longer in our inventory. • TAT’s transport manifests are stored digitally within Blaze and are available at any time for review by TAT management, the City or the BCC. They include the following information: (i) delivery vehicle used in delivery; (ii) delivery employee; (iii) customer information; and (iv) products delivered. Minimum Requirements for Delivery Driver Positions ––––– TAT will hire delivery drivers that are responsible, personable, and, to the greatest extent possible, have prior experience performing deliveries (non-cannabis or cannabis). TAT requires that all Delivery Drivers (1) are 21 years of age at the time of applying and hiring; (2) possess a valid California driver’s license; and (3) have a clean driving record. Delivery Associate Duties ––––– Delivery Drivers will communicate closely with Fulfillment employees and Managers to coordinate deliveries each day. Delivery Drivers follow the procedures below when conducting deliveries in compliance with FMC § 9-3310(b) (3): • Retrieve order(s) from the fulfillment area; • Review each receipt to ensure that it includes the customer’s name, address, and phone number; • Review each packaged order to ensure that the products contained therein match the items on the printed receipt; • Utilize OnFleet, TAT’s delivery management software, to plan the most efficient route for executing delivery order(s); • Before leaving TAT’s facility, ensure that Driver is equipped with copies of TAT’s current state and City cannabis licenses, his/her government issued ID, and his/her employee badge; • Place all cannabis goods and/or cash in the secure lockbox located within TAT’s delivery vehicle and maintain products and/or cash in the lockbox at all times during delivery route unless transferring products and/or cash to a customer or TAT management; • Allow inspection by all BCC personnel (upon providing proper identification) while en route or at TAT; and • When 5 minutes away from a customer’s address, contact the customer via phone or text message to inform him/her that the delivery will be arriving shortly. Upon arrival to delivery location, the Delivery Driver will: • Confirm the physical delivery address; • Locate safe legal parking; • Remove the order from lock box and transport it to the customer’s door; • Confirm the customer’s identity and age by physically examining the customer’s driver’s license or other government issued ID and matching it to the name on the order; • Confirm the order contents with the customer; • Scan any identification information not already included in customer profile (such as a driver’s license or medical documentation); • Upon appropriate verification, collect payment from the customer via cash or debit card; –Debit Card - The Delivery Driver will ›Confirm that the name on the card matches the customer’s photo ID; ›Process the debit card through a wireless debit card reader; and ›Confirm that payment has successfully processed and transfer the order to the customer. –Cash - The Delivery Driver will ›Count customer’s payment and provide change if necessary and ›Place any cash received as payment in the lock box for safekeeping upon returning to vehicle –After payment, the Driver will obtain a digital signature receipt from the customer. 70 SECTION 1 TAT adheres to the following cash handling procedures: • After each cash purchase, the Cashier on duty will deposit the cash into the cash drawer within his/ her Elo POS terminal. When the contents of the Cashier’s drawer approach $500, the Cashier will –Take the cash drawer into the back of house Receiving area outside of the purview of customers; –Count the cash; –Complete a cash drop slip with the Cashier’s name and dollar amount of the drop; –Affix the slip to the cash and place both in a sealed bag; and –Drop the bag into a drop safe built into the floor in the Manager’s Office, which is concealed from view at all times when not in use. • At the end of the day the Manager on duty will: –Collect all cash drops from the drop safe; –Reconcile the cash with the POS sales data for the day; and –Lock the cash inside the safe in our Main Vault Room. • Armored Car - TAT will use Hardcar, an armored car service, to securely transfer cash to our bank account whenever our cash balance exceeds $20,000. HardCar works with Gain to process cash deposits. As needed, Hardcar will pick up cash from TAT and deposit it to Gain’s Master Account at the Federal Reserve on behalf of TAT. • Cash Vendor Payments - TAT will strive to make all payments to vendors, service providers, and suppliers electronically or via check. However, because some cannabis vendors still do not have access to traditional bank accounts, we will reserve up to $20,000 on hand for cash vendor payments. TAT will follow the following procedure for outgoing cash payments: –A TAT Manager will schedule the cash payment with the distribution company for a specific day and time; –Prior to the distribution employee’s arrival, the Manager will count the cash and attach it to a copy of the corresponding invoice; –The distribution employee will contact TAT when he/she is 15 minutes away from TAT’s facility; –TAT’s Manager will ensure that the parking area cameras are on and functioning and alert our Security Guard of the pick up; –The distribution employee will enter TAT through the rear door into the Receiving Area; –TAT’s Manager will give the employee the cash payment; –The distribution employee will count the money and places it in a tamper proof envelope; –The distribution employee will provide a payment receipt; and –TAT’s Security Guard will escort him/her from the rear door of the premises to the parking lot. Internal Management Information System ––––– In addition, we have developed our own in-house Management Information System (MIS) that further tracks all cash collected, disbursed, or transferred. This system architecture was designed by our COO, Aviv Halimi, who has extensive experience designing and implementing MIS systems for large scale manufacturing businesses with 2,000+ employees. Aviv designed the MIS software system specifically for TAT to ensure that all cash collections, payments, transfers, and reconciliations are tracked by the minute. Through the MIS, TAT’s management and Executive Team has full visibility and chain-of-custody over the movement of cash from the customer, to the drop safe, to the Main Vault, and ultimately to the armored car pickup. The system was also designed superficially to mirror the operational SOPs for cash management that were already in place. Through our proprietary MIS system, we are able to ensure that the location and quantity of cash at each location is always reconciled to the penny. 74 SECTION 1 Product Storage Security Measures ––––– TAT will incorporate a multitude of security features and policies to protect cannabis products onsite, as detailed fully in Section 5: Security Plan, which include the following: • Customers will not be able to access the retail showroom until they have presented photo identification and been buzzed in by a TAT Front Desk employee (FMC §9-3310(a)(4)). • The retail showroom will contain the bare minimum amount of product necessary for display purposes. The majority of items on the showroom floor are display (dummy) packaging and do not contain actual cannabis products. • All cannabis products will be stored in one of two secured limited-access vaults: (1) Main Inventory Vault and (2) Daily Inventory Vault. Both are locked with a double deadbolt and key code locked doors (FMC § 9-3310(b)(1)(vii)). • Only company Managers will have access to the Main Inventory Vault and only employees with appropriate security clearance will have access to the Daily Inventory Vault. • Any authorized individuals, such as outside vendors, contractors, or other persons conducting business that require access to the limited-access areas, may only enter a cannabis storage area if they are escorted and attended by a Manager (16 CCR § 5042). • All movement of products throughout the facility will be clearly captured on video surveillance. TAT’s premises will be monitored by digital surveillance cameras and alarm systems that will be active 24/hours a day, as well as by security staff (FMC §§ 9-3310(b) (1)(viii)(1); 16 CCR §§ 5044, 5045). Each camera will clearly record limited-access areas, point-of-sale areas, areas where cannabis goods will be displayed for sale, storage areas, packaging areas, and loading areas (16 CCR § 5044). 3. Track and Trace Procedure Applicable Law ––––– 16 CCR §§ 5048-5052; 5054; 5411. FMC § 9-3309(e) In accordance with both local and State regulations, TAT employees will enter all transactions into METRC within 24 hours of occurrence. Pursuant to Cal. Bus. & Prof. Code § 26067(b), TAT will maintain the confidentiality of all information received and contained in METRC, and will only disclose such information to those fully authorized by law. Per 16 CCR § 5048, prior to engaging in retail operations, TAT will take the following steps to ensure compliance with local and State track-and-trace requirements. Implementing of Track and Trace ––––– • Immediately upon licensing, but prior to engaging in any retail sales, TAT will create an account with METRC. • Account Manager (16 CCR § 5048) - TAT will designate TAT Owner Avi Kahan as the METRC account Manager (“AM”). He will authorize the store’s General Manager as a system user. The AM and the GM will complete state required METRC training before access or use. Avi and each designated user will be assigned a unique log-in and will only be permitted to access the METRC system using their assigned and unique logins. An employee will never be permitted to use the login of another employee. As AM, Avi will have the following responsibilities: –Attend and successfully complete all required Account Manager Training sessions offered through METRC prior to licensing or no later than five days after receiving a BCC license; –Maintain a complete, accurate, and up- to-date list of all METRC users, consisting of their full names and login information; and 75 SECTION 1 –Strictly monitor all compliance notifications from the METRC system and resolve any issues detailed in a compliance notification. • Maintenance of Compliance Notifications (16 CCR § 5048(e)) - TAT will keep a record of all compliance notifications received from the State, indicating how and when compliance was achieved. If TAT cannot achieve compliance within three (3) business days of receiving a compliance notification, TAT will notify the BCC immediately by submitting the Notification and Request Form, BCC- LIC-027. Reporting (16 CCR § 5049) ––––– TAT’s Blaze POS is integrated with METRC, and all product and sales data is automatically synced to METRC in real time. In the case of a connection delay between Blaze and METRC, TAT will generate METRC reports within twenty- four (24) hours of each transaction. All reports will be stored electronically (unless otherwise required) within Blaze and will be accessible to the BCC. TAT employees will enter all cannabis activity in the Blaze/METRC system, including: • Sale and transfer of cannabis goods; • Receipt of cannabis goods from distributors; • Certificates of Analysis (COAs) containing laboratory testing and results; • Return of cannabis goods which do not comply with the law; • Destruction and disposal of cannabis goods; and • Recall of cannabis goods. Each transaction entered into METRC will include the following information: • Name and type of the cannabis goods; • Unique identifier (UID) of the cannabis goods; • Amount of the cannabis goods, by weight or count, and total wholesale cost of the cannabis goods, as applicable; • Date and time of the activity or transaction; and • Name and license number of other licensees involved in the activity or transaction Destruction and/or Disposal of Cannabis Goods ––––– If cannabis goods are destroyed or disposed of (See Section 3.7) , we will record the following information in METRC: • The name of the employee performing the destruction or disposal; • The METRC ID of the product; • The name and quantity of the product; • The reason for destruction and/or disposal; and • Whether the item was disposed of as cannabis waste. Loss of Access (16 CCR § 5050) ––––– TAT will attempt to ensure continuous internet connectivity by installing its own dedicated internet line. Should a loss of access to the METRC system occur for any reason, TAT will prepare and maintain comprehensive records detailing all commercial cannabis activities that were conducted during the loss of access or connectivity. Blaze will aid in this process by providing back up storage of transaction records. In addition to maintaining detailed records, we will: • Document and immediately notify the BCC as to when access/connectivity to the system was lost, when it was restored, and the cause of loss, if known; • Enter, within three (3) calendar days of regaining access/connectivity to the METRC system, all transactions which occurred during the period of loss of access/connectivity; and • Ensure that no cannabis goods are transported, received, or delivered until system connectivity is restored. We will submit all loss notifications on Form BCC-LIC-027. 77 SECTION 1 5. Product Testing Procedures Applicable Law ––––– 16 CCR §§ 5303-5307, 5406, 5408(a)(3), 5411(b)(2), 5700-5739; Cal. Bus. & Prof. Code §§ 26100-26106, 26120; FMC § 9-3309(f). Company Zero Tolerance Policy ––––– TAT will ensure that all products we carry have been properly tested by a licensed ISO/IEC 17025 accredited testing facility in full compliance with California law. TAT has a zero tolerance policy regarding products which have not met the testing requirements of the State. Employees who are involved in the purchase of products from an unlicensed distributor or who engage in the sale of untested products are subject to immediate termination. Procedure ––––– To ensure all products retailed at TAT meet the State’s testing requirements, we use following standard operating procedures: Extensive Employee Training Educating employees properly is the first line of defense in preventing consumer harm. We provide detailed new hire and ongoing employee education on the State’s product testing requirements and our internal company procedures for verifying proper testing. Confirm Validity of State Licenses As in our current stores, TAT will only purchase products for our Fresno location from licensed distributors per FMC §9-3309(f). Prior to engaging in business with a distributor, TAT’s Purchasing Manager (“PM”) will request a copy of the distributor’s California issued cannabis license and confirm its validity. The PM will also confirm that all batch testing initiated by a licensed distributor is conducted by a licensed testing laboratory which has obtained ISO/IEC 17025 accreditation. The PM will request a copy of the testing laboratory’s California issued license and confirm its validity. We will retain digital copies of distributor and testing facility licenses in Blaze. Confirm Testing Results Each item we retail will be identified by a unique identifier (“UID”) and a METRC batch number. When we receive an incoming order, we require each batch of products to be accompanied by a METRC tag and Certificate of Analysis (“COA”) detailing test results. We will review every COA to confirm that • The testing facility fully complies with California’s testing regulations by testing for: (1) cannabinoids, (2) foreign material, (3) heavy metals, (4) microbial impurities, (5) mycotoxins, (6) moisture content and water activity, (7) residual pesticides, (8) residual solvents and processing chemicals, and (9) terpenoids; • The batch has passed all tests for items (1)- (9) above; and • The THC, CBD, CBDa, CBG, and CBN content of the product matches the amount advertised by the distributor/cultivator/manufacturer. We also reserve the right to confirm with the testing laboratory that • The required tests were conducted and that the COAs are accurate; • The proper batch size was tested; • The distributor was physically present to observe the laboratory employee obtaining the sample of the product for testing and that increments were taken from throughout the batch; • A video recording, with verbal affirmations, was taken of the testing process; • The testing facility and distributor signed and dated a chain of custody; and • The distributor did not assist the laboratory employee nor touch the cannabis goods or sampling equipment while sample was being obtained. 3 SECTION 2 • Updates to cannabis laws; • New product information; • Changes to company policies; • Emerging trends in the industry; • Updated safety protocols; and • Community concerns. TAT also encourages employees to pursue outside education. We provide a credit of $100 per month to employees who are enrolled in verifiable educational programs (related to any field), including formal degree programs, professional accreditation programs, performing arts classes (music, art, theater, etc.). We also promote career advancement by covering the costs associated with education programs related to: • Cannabis industry topics, such as cultivation, manufacturing, and product information; • Specific job duties at TAT, including inventory management, bookkeeping, customer relations, and employee management; • Legal compliance; • Health, wellness, and stress management; and • Entrepreneurship TAT supports a wide variety of continuing education programs relevant to the cannabis industry, including education on how to start and operate a new cannabis business as part of our overall plan to promote career advancement and social equity cannabis business ownership (described below). These programs include: Oaksterdam University (oaksterdamuniversity.com) • The Business of Cannabis: 14 week live instruction course designed to fully prepare students for opening and operating a compliant cannabis business, which covers the following topics: –History, Science and Law of Cannabis –Therapeutic Effects of Cannabis –Methods of Ingestion –Facility Design Requirements –Cannabis Cultivation –Regulation and Compliance –Crafting a Business Plan and Pro Forma –Business Startup and Licensing –Employee Hiring and Management –Advocacy • Budtending Cer tificate Program: Comprehensive program that empowers budtenders with cannabis knowledge and customer relations skills, including: –History, Science and Law of Cannabis –Products and Methods of Ingestion –Budtending Roles and Responsibilities –Product Handling Procedures –Security and Chain of Custody –Customer and Patient Relations –Cannabis Dosing –Cannabis Strains, Genetics, and the Sativa/Indica Fallacy Cannabis Training University (cannabistraininguniversity.com) • Staff Training Program: Comprehensive certification program for current employees, covering the following topics: –Laws and Regulations –Essential Budtender Skills –Cannabis Retail and Delivery Management –Cannabis as Medicine • How to Open a Dispensary: Education on how to launch a new cannabis business, with the following content: –Preparing Business Startup Documents –Banking –Lease Issues –Purchasing cannabis products –Security –Creating a Budget 5 SECTION 2 Employee Handbook––––– TAT’s employee handbook details TAT’s employment policies. The handbook summarizes the employee benefits, paid time off, and leave policies set forth above. In addition, it covers the following topics: 1. Open Door Policy: TAT encourages employees to contact their supervisor and store GM directly with any issues or complaints. Employees may also contact TAT’s President directly if the GM is unable to address their concerns. 2. Equal Opportunity Employment: TAT bases all decisions relating to employment, including hiring, promotions, transfers, or termination, solely on an individual’s experience, talent and qualifications. TAT prohibits unlawful discrimination or harassment based on race, color, religion, sex, gender identity and gender expression, pregnancy, active military or veteran status, national origin, ancestry, citizenship, age, marital status, physical disability, mental disability, medical condition, active military or veteran status, sexual orientation, genetic information or characteristics, or any other characteristic protected by state or federal law. 3. ADA Policy: TAT makes reasonable accommodations for the known physical or mental limitations of otherwise qualified individuals with disabilities who are applicants or employees, including reasonable accommodations related to pregnancy in accordance with applicable local, state and federal law. TAT participates in a timely, good faith, interactive process with each disabled applicant or employee to determine effective reasonable accommodations, if any, which can be made. a. All information regarding a disability shall be kept confidential unless disclosure to supervisors and/or managers is necessary to make informed decisions regarding work duties and accommodations. 4. Establishing Employment Eligibility: Each employee, as a condition of employment, must complete the Employment Eligibility Verification Form I-9 and present documentation establishing identity and employment eligibility. 5. Age Requirement: TAT employees must be at least 21 years of age (16 CCR § 5031). 6 SECTION 2 6. Employee Badge: All employee must display a TAT provided, plastic coated employee badge at all times, secured via a lanyard, with (1) the employee’s name, (2) TAT’s name and license number, (3) color photo of employee, and (4) employee number (16 CCR § 5043). 7. Prohibition Against Harassment, Discrimination and Retaliation: TAT prohibits discrimination and harassment against applicants, contractors, customers, employees, guests, interns, volunteers, vendors, and others based on any protected characteristic or status, as defined by law, including age, ancestry, color, exercising the right to family care and medical leave, gender, gender identity, gender expression, genetic information, marital status, medical condition, mental illness or disability (including clinical depression and bipolar disorder), military and veteran status, national origin, physical disability, race, religious creed, sex, or sexual orientation. a. TAT encourages all team members to immediately report any act of harassment, including sexual harassment, to a supervisor. TAT will subsequently conduct a timely, fair, and objective investigation; document the complaint; maintain confidentiality; consider appropriate remedies; and take reasonable action, including warnings, reprimands, suspension or discharge. b. Employees bringing a harassment complaint will not be adversely affected, discriminated against, or discharged because of the complaint. 8. Prohibition Against Providing Medical Advice: TAT employees may not provide medical advice to customers or make any medical claims associated with products retailed by TAT. 9. Full-Time, Part-Time, Temporary, and Seasonal Employees: Full-Time employees are those that work at least 35 hours per week and are eligible for company full-time employee benefits. Part-Time employees work fewer than 35 hours per week and are eligible for part-time employee benefits. Seasonal or temporary workers are not eligible for employee benefits or paid leave. 10. Time Keeping: Employees must clock in at the start of their shifts and clock out at the end of a shift via the Wurk (our cannabis payroll provider) timekeeping app. 11. Attendance: If unable to come in to work, employees must call their supervisor before or as close to their scheduled start time as possible. 7 SECTION 2 Unreported absences of 3 or more consecutive days are considered a voluntary resignation without notice. 12. Work Schedule: The regular work hours at TAT are 7:45 am to 10:30 pm Monday through Sunday. 13. Overtime: Non-exempt employees are paid one and a half times their regular hourly rate for (i) all hours worked over 40 in a work week, (ii) all hours worked over 8 in a work day, or (iii) the first 8 hours worked after the employee has worked 7 consecutive days in a work week. Non-exempt employees are paid two times their regular hourly rate for (i) all hours worked in excess of 12 in a workday and (ii) all hours worked in excess of 8 hours on the 7th consecutive day of a work week. Employees may be asked to work overtime, however, TAT considers all overtime to be voluntary and not mandatory. All overtime must be authorized by a supervisor. TAT may not require employees to work 7 consecutive days in the same week, however, an employee may voluntarily choose to do so. 14. Rest and Meal Periods: TAT adheres to California rest and meal break laws. Employees are permitted to take a paid 15 minute break for any shift over 3 ½ hours. Employees who work shifts over 5 hours must take a 30 minute, duty free, unpaid meal break. Employees working shifts over 9 hours are permitted an additional 30 minute meal break. Employees that miss a break must complete a designated form. Employees may voluntarily waive their meal breaks by completing a designated form. Employees are free to leave TAT’s premises during meal periods. Non-exempt employees must clock out and in at the beginning and end of their meal breaks. 15. Lactation Policy: TAT will provide a private space within the employees’ only area of TAT’s store for lactating mothers to express breast milk. TAT permits such mothers to take an extra 15 minute rest break, in addition to their normal rest and meal period, for purposes of expressing breastmilk, for shifts worked over 7 hours. 16. Employee Conduct: TAT provides reasonable opportunities for employees to correct behavior or actions that conflict with TAT’s standard of conduct. However, if an employee fails to make a correction, he/she will face disciplinary action, up to and including termination. The following are examples of conduct that violates TAT’s standards of conduct: falsifying company records; lack of cooperation/negative 8 SECTION 2 attitude; failure to comply with safety and sanitation standards; willful destruction of company property; possession, use or distribution of illegal and/or non-medically prescribed drugs on TAT’s premises; gambling on premises; falsifying an employment application; unauthorized removal of company property; harassment of any other individual on TAT’s premises; smoking on TAT’s premises; use or possession of alcohol on the premises or in TAT vehicles; working while under the influence of alcohol/illegal drugs; unexcused absences; excessive tardiness or absenteeism; failure to follow company policies; dishonesty, theft, or attempted theft; conviction of a felony; unsatisfactory work performance; or fighting while at TAT. 17. Alcohol, Cannabis, and Drug Policy: TAT strictly prohibits any use, sale, purchase, transfer or possession of any illegal or non-prescribed drug by employees while on duty or performing company business, including while driving company-owned vehicles. An employee may not report to work, be on TAT’s premises, or operate a TAT delivery vehicle while under the influence of alcohol, cannabis, illegal drugs, or any other substance, including legally prescribed prescription or over-the-counter drugs, that impairs the employee’s ability to perform his/her job duties. a. TAT encourages employees struggling with alcohol, drug or other substance abuse to ask a supervisor for referral information for rehabilitation or substance abuse counseling services. b. TAT reserves the right to conduct drug/alcohol testing on employees (i) as a condition of hiring; (ii) for employees in sensitive positions; (iii) after an on-the-job accident; or (iv) upon a reasonable suspicion that the employee is working in an impaired condition. 18. Employee Uniforms and Personal Appearance: a. Guides and Front Desk employees are issued an artist inspired black jumpsuit, black TAT t-shirt, and TAT hat upon starting employment. Similar to painters’ coveralls, the one piece suits are comfortable and easy to wear. They create a consistent appearance amongst employees so that guests can easily identify a Guide while in the store. While working, Guides and Front Desk employees must adhere to the following guidelines: i. Wear TAT issued black jumpsuit; ii. Wear TAT issued lanyard/clip containing employee badge; 9 SECTION 2 iii. Wear closed-toed shoes; iv. Ensure that clothes are clean, wrinkle free, and in good order; v. Wear a TAT hat, forward facing, at an employee’s option, but not any other type of hat or head covering unless for religious reasons; and vi. Not wear any other clothing item over the TAT jumpsuit (e.g., a jacket or sweater). b. Management employees, including General Manager and Floor Managers shall wear business casual attire while on duty, consisting of solid colored pants (non-denim), a short-sleeved or long-sleeved blouse or button down/collared shirt, and close-toed shoes. Clothing items may not display any logos, text, illustrations, or any other graphics that may be considered offensive. c. Security Guards must wear security uniforms issued by their referring security company. 19. Restricted Access Areas: No visitors to the facility, including friends or family of employees, may enter restricted access areas of the store, such as the employee lounge, cashier area, fulfillment area, manager’s office, or product storage area. 20. Sales Limit Violations: If an employee sells more than the legal daily limit of cannabis products to a consumer (as defined in 16 CCR § 5409 or as subsequently amended by state and/or local law), the employee will receive a first and final warning from TAT management. Upon a second sales limit violation, the employee shall be terminated without exception. 21. Threats, Violence, and Weapons: TAT prohibits violence, threats of violence of any sort, fighting, or any unwelcome touching. Employees that (i) witness violence or threats against any individual on TAT’s premises or (ii) become aware of an individual bringing a weapon onto the premises must immediately report such actions to their supervisor. TAT will promptly investigate any reports of violence, threats, or weapons, take appropriate corrective action, and discipline or discharge offending employees. 22. Holidays: Non-exempt employees receive holiday pay of time and a half when working on a holiday. TAT makes every attempt to accommodate the religious observances of employees and will allow time off for religious holidays upon receiving advance notice from the employee requesting the time off. 10 SECTION 2 23. Safety on the Job: TAT is responsible for keeping the job site free from hazards and complies with all applicable federal, state and local health and safety regulations. TAT employees must immediately report any accident on the premises to a supervisor. Work areas must be kept clean and orderly at all times. TAT will promptly investigate any reported accidents. 24. Security: Employees use TAT issued access cards to access secure areas of the premises. Employees are prohibited from sharing an access card or entry code with any other individual, and each employee must swipe his/her own card to open any key card controlled entryway. TAT reserves the right to search all areas of the premises, including employee work areas and lockers where there is a reasonable suspicion of any illegal or inappropriate items onsite, and to conduct bag checks of employees entering and exiting the premises. Employees must also comply with all other protocols outlined in TAT’s Security Plan. 25. Promotions: TAT fills vacancies, whenever possible, from within its current employee team by allowing current employees to apply for job openings before publicizing them externally. 26. Technology and Information: All company-owned computers, databases, email and voicemail systems, and internet access via company-owned computers and data lines are company property. All data received, collected, downloaded, uploaded or created on non-company computers and used for company business are also company property. TAT prohibits transmission of inappropriate messages, harassment, sending/receiving/downloading copyright protected materials, disclosing confidential or trade secret information, gambling, streaming videos unrelated to work tasks, trading in securities, or accessing another employee’s email via the company computer systems. TAT monitors all information stored or transmitted through the company’s computer systems. 27. Termination: Employees may voluntarily terminate their employment at any time by providing verbal or written notice. TAT may terminate an employee due to poor performance, misconduct, or other violations of company rules. TAT may also discharge employees for lack of work or other economic considerations and will attempt to provide advance notice. Employees who resign in good standing are eligible for rehire consideration. 11 SECTION 2 Cannabis Laws and Regulations: Training staff members provide an overview of current cannabis laws and regulations, especially laws governing personal use and prohibitions. For example: • The daily limits on cannabis sales (currently one ounce of cannabis or 8 grams of concentrate for adult-use customers) under HSC § 11357; • Limits on personal cultivation (not more than 6 living plants) under HSC §11362.2; • Prohibitions against consuming cannabis in public (unless in a licensed consumption facility), manufacturing concentrates, and driving or riding in a vehicle while smoking or possessing an open container of cannabis under HSC § 11362.3; • Product labeling requirements under 17 CCR §§ 40403-40412; • Hours of Operation under FMC § 9-3310(a)(1); • State and local tax rates for adult-use customers and medical patients; and • Limits on the amount of cannabis goods that can be carried by a delivery driver under 16 CCR § 5418. Day One concludes with our Rules and Regulations Quiz. Employees receive two chances to take the test and must score 80% on the quiz to continue to the next day of training. TAT makes accommodations in administering all quizzes for anyone with known physical or mental limitations. Orientation (Day Two) World of Cannabis: To prepare our Guides and other employees for work at TAT, we utilize our World of Cannabis guide. It covers all aspects of cannabis products, consumption, and the cannabis industry, including the most up-to-date information on the following topics: • Differences between Indica, Sativa, and Hybrid strains; • The effects and aromas of terpenes; • The cannabis growth process; • Product types (vapes/edibles/tinctures/topicals/flower/pre-rolls/concentrates); • The effects of specific cannabinoids, including THC CBD, CBG, and CBN; • The various effects of edibles, flower, concentrates, and tinctures as methods of consumption; • Handling cannabis products; • Understanding THC percentages and dosages and the effects they will have on consumers; • Cannabis as a medical remedy and which types of products are therapeutic for specific health issues; • Potential interactions between cannabis and other substances; • Medical patients’ rights under HIPAA; and • Do’s and Don’ts for providing product advice. See examples on following page of infographics from our manual. 14 SECTION 2 Orientation (Day Three) Product Specific Knowledge: TAT’s current locations are known for their incredibly extensive product selections, and we will carry approximately 700 SKUs from 70 different brands in Fresno. Because of our immense selection, we devote significant time developing our employees’ product knowledge. We provide information on each brand and its product lineup. We highlight products by brands that are customer favorites (such as 710 Labs, Canndescent, Raw Garden, and KIVA); products that provide relief for health ailments (such as Papa + Barkley tinctures, Tikun topicals, and Plus CBD gummies); and unique consumption methods (such as Omura heat-not-burn devices, Releaf patches, LEVEL tablinguals, and Nano5 oral sprays). On an ongoing basis, TAT also has representatives from each brand it carries onsite every month to provide training on the brand’s products. Day 3 concludes with our Consumption Types and Product IQ Quiz. All hires must score an 80% or higher to move forward to the next day of training (with two opportunities to take the quiz). Orientation (Day Four) Security Concerns & Protocols: Employees learn security and safety protocols and crime prevention techniques. Training will include cash management, inventory procedures, and rules of access to different areas of the facility depending on employee security clearance level. The training establishes a uniform method of notification and response to armed robbery, invasion, or any other criminal incident. Training staff identify the emergency alert system and the locations of silent alarms (panic buttons) under each POS terminal. Additionally, employees learn (1) how to evaluate suspicious persons, vehicles, or packages, (2) how to respond to a community-wide threat, (3) how to handle potentially false alarms, and (4) how to document an incident on the Alarm Log. TAT Delivery Drivers receive specialized training on the secure transport of cannabis products and cash, avoiding potential hazards, and other TAT delivery policies. (See Section 5: Security Plan). Ensuring Safety/Handling Emergencies: The GM and Security Consultant train staff on safety and medical emergency protocols, based on OSHA regulations and best industry practices. Diversion Prevention: Training staff explains procedures designed to prevent diversion, theft, or other loss, including (1) the California Track and Trace system CCTT-METRC (“METRC”), (2) our internal inventory management system, and (3) our inventory audit procedures. Employees learn signs of possible theft/diversion and the appropriate reporting procedures. Orientation (Day Five) Customer Interactions: New hires learn procedures for dealing with customers, from check in to customer exit. Specifically, we provide training on the following procedures: • How to identify and welcome new and returning customers; • How to deal with consumer complaints; • How to answer phone calls (“It’s a good day at The Artist Tree. My name is John. How may I assist you?”); • How to answer consumer questions in a friendly and appropriate manner; • How to respond to vendors seeking a purchasing manager; and • How to deal with inquiries regarding purchasing artwork. TAT training staff test new hires’ product knowledge and customer relations skills by carrying out mock customer interactions. Training staff members pretend to be customers or vendors and new hires act as on duty Guides. These entertaining skits, covering a variety of potential scenarios, are the highlight of the training program as new hires come up with spontaneous responses to questions, complaints, and in store occurrences. 18 SECTION 2 Employee Training Records TAT, in compliance with local and state law, keeps records on all employees who have been trained and the training they have undergone. Legally Mandated Training Employees who hold positions that require local or state mandated training (e.g., Designated Account Managers using METRC undergo the required training prior to engaging in the regulated activity). 2.4 Commitment To Social Policy One of the most significant ways TAT will benefit the City of Fresno is by providing local employment opportunities. Social distancing associated with COVID-19 has placed a heavy strain on small businesses, especially in the Tower District, and many individuals have become unemployed or will suffer a loss of employment in the coming months. As our economy rebuilds, TAT will create full-time careers for local Fresno residents with opportunities for advancement. We aim to hire 100% of our workforce from within the City. We are extremely impressed with the City’s Social Policy guide for cannabis employers, codified in FMC § 9-3316(b). Fresno’s Social Policy aligns perfectly with TAT’s own policies of tailoring hiring efforts directly toward members of the local community most in need. TAT aligns our hiring practices with those mandated by the Department of Fair Housing and Employment (DFEH) and the Equal Employment Opportunity Commission (EEOC). We recruit, hire and promote with EEOC principles in mind by implementing practices designed to widen and diversify our pool of potential team members. TAT will endeavor to recruit 100% team members who are local residents and who fall into one of the following categories (“Priority Applicants”) per FMC § 9-3316(b)(1): • 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; • Unemployed; or • Receiving public assistance. We understand the difference between making a promise and executing a successful plan. We are confident we will execute our plan of staffing the majority of our positions with Priority Applicants, because we already provide job opportunities to similarly situated individuals in our existing stores. In our West Hollywood, Los Angeles and Long Beach locations, we routinely draw our talent from local residents who are under-represented in the general working population, receiving public assistance, residing in low income areas, have been negatively impacted by prior cannabis laws, and/or are unemployed. Our diverse mix of team members from numerous ethnicities, races, genders, and sexual orientations spans across all levels of employment from budtenders to senior management staff. We are extremely proud of our long track record of employing a diverse workforce of local residents and will continue this practice in Fresno. FEOC Partnership Plan ––––– To most effectively reach Priority Applicants, TAT has partnered with the Fresno Economic Opportunities Commission (FEOC). We are not only honored, but fortunate to have Elizabeth Jonasson Rosas, FEOC Strategy and Communications Officer, as a member of our Advisory Team. For over five decades, FEOC has provided education and job placement services to Fresno residents to reduce poverty, increase self sufficiency, and strengthen the community. For the past several months, we have been working 19 SECTION 2 with Elizabeth, Patrick and other members of the FEOC to develop a plan that not only meets, but exceeds the Social Policy goals laid out in FMC § 9-3316(b)(1). TAT will implement the following recruitment plan: • TAT will provide a grant to FEOC sufficient to fund recruitment efforts, based on a budget provided to TAT by FEOC. • TAT will provide the FEOC with a list of employment opportunities, including detailed job descriptions. • Utilizing funds from the TAT grant, FEOC will develop marketing materials to notify local residents from the categories above of potential employment opportunities at TAT. • In partnership with FEOC, TAT will host our “Teach and Train” program, consisting of pre- application workshops and job fairs. During each workshop, we will present information about our company, provide education on the cannabis industry as a whole, and describe all available positions. To get a jump start on this process, TAT has volunteered to fund and host an informational employment webinar with FEOC in early 2021, as a means to introduce cannabis employment to the community. • In a separate webinar, TAT will provide in- depth instructions on how to fill out our application and identify any additional information necessary to seek employment in the cannabis industry. We will provide contact information for a TAT team member, should applicants have any additional questions or require additional assistance with the process. • TAT will conduct timely interviews and provide feedback to all applicants even if they are not selected for an immediate position. • As staffing needs change constantly, TAT will maintain a list of interested candidates to contact first should an opening occur. • Following our initial hiring process, TAT will offer quarterly programming with FEOC to ensure that newly interested candidates are given the opportunity to learn about TAT and be placed on our interested candidates list. We realize that the wider we cast our net, the more we will reach talented candidates and Priority Applicants. In addition to FEOC, we will implement similar recruitment efforts with the following organizations: • Arthur Moss at Fresno Regional WDB Workforce Connection; • Owens Valley Career Development Center; • Fresno Chamber of Commerce • Fresno County Women’s Chamber of Commerce; • Lincoln Training Center; • Fresno City College Career Center; • California State University Fresno Career Center. TAT also anticipates we will receive a significant number of job applications from interested local residents via our website and from customers who visit our storefront, as this occurs daily at our West Hollywood location. Additionally, we anticipate referrals from our local owner, Larry Artenian, and our Advisory Team members. Welcoming Interview Process We recognize that many individuals feel nervous and insecure during job interviews, especially those from marginalized groups. TAT promotes an open-door hiring policy through a casual, non-threatening application process to help Priority Applicants succeed. We offer an inclusive, relaxed interview process. We encourage applicants to dress casually and will not require formal resumés or cover letters. Our interviewers treat all applicants equally and are sensitive to the difficulties certain individuals encounter in the job application process. We seek a diverse team of employees from all backgrounds and do not require previous experience for our Front Desk, Guide and Delivery Driver positions as our Employee Training program is extremely thorough. 20 SECTION 2 2.5 Local Management TAT is a proud, locally owned and managed enterprise. TAT is owned by Larry Artenian (51% owner), a lifelong Fresno native. Larry also owns a Fresno-based legal practice, Jones, Kopfman & Artenian. Larry will draw on his deep ties to the City to help TAT identify qualified local team members. TAT’s priority, when integrating into a new community, is to create employment opportunities for local residents. Rather than relocating an existing manager from another of our locations, we will create well paying management positions for Fresno residents. We will hire our General Manager and Floor Manager directly from the local community, and we specifically will hire residents who have lived in the City for more than a year before hire through the recruitment methods discussed above. We will provide exemplary employee training and mentorship from our seasoned TAT managers, as described in Section 2.3, so that our Fresno management team is fully prepared to operate a cannabis business. Employee Growth Chart ––––– 28 General Manager Floor Manager Guide / Delivery Fulfillment Front Desk Security Guard 16 26 14 24 12 22 10 4 20 8 2 18 6 0 2021 2022 2023 2024 2025 2.6 Number of Employees and Job Descriptions Number of Employees ––––– In our first full year of operations (2022), TAT will employ over 43 individuals from the Fresno community in the following positions: • General Manager: 1; • Floor Manager: 2; • Guides & Delivery Drivers: 18; • Fulfillment Associates: 13; • Front Desk Associates: 3; • Security Guards: 6. In addition to local employees, TAT has a robust Executive Team, which will operate TAT’s Fresno location and includes the following individuals: • Community Affairs Director (Courtney Caron), • Chief Financial Officer (Avi Kahan), • Chief Operating Officer (Aviv Halimi), • Chief Compliance Officer (Lauren Fontein), • Chief Strategic Officer (Mitch Kahan), • VP of Business Development (Tommy Quicksilver), • VP of Operations (Kenny Perez), and • Purchasing Manager (Sean Pollack). 24 SECTION 2 Guide Job Summary: Our budtenders are dubbed “Guides,” because they skillfully navigate customers through the shopping experience, providing expert guidance on products and cannabis use. Guides are responsible for curating the guest experience at the The Artist Tree to promote creativity, inclusivity, and cannabis exploration. They thoughtfully and professionally guide customers through the product selection process. Guides serve as both sales floor associates and cashiers. Responsibilities include, but are not limited to: • Cheerfully guide guests through the shopping selection process; • Assess each customer’s level of cannabis experience, listen to product requests, and identify products to suit the customer’s unique needs. • Help cultivate repeat customer base through customer recognition, loyalty program, and data retention; • Possess extensive knowledge of products and cannabis (after completing TAT’s training program); • Effectively communicate the safe use of our products; • Enter orders into the Blaze POS through a handheld tablet and transmit orders to fulfillment; • Maintain a clean and organized store; • Perform other duties as assigned, requested or deemed necessary by management; • Assist customers with self service ordering kiosks; • Educate guests on artists and artwork exhibits; • Retrieve each order from the fulfillment area and verify that all items in the shopping bag match the items the customer ordered; • Ring up purchases and process payment via cash or debit card; and • Adhere to safety and security protocols. Qualifications: • Experience/Knowledge: Previous one (1) year experience in retail, hospitality or regulated cannabis business preferred but not required. Basic knowledge of state and local compliance laws preferred. • Skills/Abilities/Other Requirements: –Must be 21 or older; –English speaking or bilingual; –Able to operate a cash register; –Able to compute basic mathematical calculations; and –Able to prioritize, organize and make good judgments. • Physical Requirements: Standing and walking for long periods of time. Repetitive bending, stooping, reaching, twisting, lifting and carrying. Reaching above, at and below shoulder level. Lifting and carrying unassisted up to 30 lbs. of bulk goods. Exposure to cleaning agents. 25 SECTION 2 Fulfillment: Job Summary: Fulfillment associates are an essential part of The Artist Tree team. They ensure a positive guest experience by fulfilling customer orders, restocking product, keeping inventory rotated and organized, and assisting in inventory control. They strictly adhere to company procedures and cannabis regulations to accurately track inventory through Blaze and METRC. Responsibilities include, but are not limited to: • Fulfill in-store customers orders promptly as received with 100% accuracy; • Receive and package online orders for delivery and pickup; • Verify that all applicable discounts have been applied to orders; • Maintain and operate Ar tist Tree technology platforms (Blaze POS, Seed, IheartJane online menu, Weedmaps, etc.); • Ensure proper product storage and handling with proper product rotation in accordance with FIFO (first in, first out); • Restock products in the fulfillment area to maintain adequate inventory; • Maintain a clean and organized work environment; • Advise on upcoming “best by” or expiration dates for incoming inventory; • Assist in completion of opening and closing duties; • Assist in inventory audits; • Enforce legal limits on daily sales of cannabis products; • Answer phone calls and provide ordering assistance; • Coordinate curbside pickup and outgoing delivery orders; • Audit digital content catalog for POS system and online menu. Qualifications: • Experience/Education: Previous one (1) or more years experience as budtender or inventory specialist preferred. Basic knowledge of state and local compliance laws preferred. • Skills/Abilities/Other Requirements: –Must be 21 or older; –English speaking or bilingual; –Ability to compute basic mathematical calculations; –Attention to detail; –Ability to prioritize, organize and make good judgments; and –Dependable. • Physical Requirements: Standing and walking for long periods of time. Repetitive bending, stooping, reaching, twisting, lifting and carrying. Reaching above, at and below shoulder level. Lifting and carrying unassisted up to 30 lbs. of bulk goods. Exposure to cleaning agents. 26 SECTION 2 Delivery Driver Job Summary: Delivery Drivers efficiently navigate and deliver orders throughout the City of Fresno while providing personable service to our delivery customers. They politely and professionally communicate with in-store staff to process orders and with customers to coordinate delivery details. Responsibilities of the job include, but are not limited to: • Retrieve delivery orders from our facility and verify accuracy of outgoing orders; • Safely operate TAT owned delivery vehicle in accordance with traffic laws; • Operate TAT navigation system (OnFleet or other) while delivering to accurately track location in real time; • Securely maintain and account for all inventory and payments while conducting deliveries; • Deliver products to customers and collect payment via cash and debit card; • Return unordered products and payment to TAT’s store; • Track each step of the delivery process on our Blaze delivery POS; • Carry cannabis licenses, drivers license and insurance documents at all times; • Communicate with in-store team regarding updates to delivery orders; • Communicate with customers regarding delivery status; and • Assist with in-store opening and closing procedures. Qualifications: • Experience/Education: Previous one (1) or more years experience as a delivery driver preferred but not required. Basic knowledge of traffic laws and state and local cannabis compliance laws preferred. • Skills/Abilities/Other Requirements: –Must be 21 or older; –Clean driving record; –Valid driver’s license; –English speaking or bilingual; –Ability to compute basic mathematical calculations; –Attention to detail; –Ability to prioritize, organize and make good judgments; and –Dependable. • Physical Requirements: Sitting for long periods of time. Repetitive bending, stooping, reaching, twisting, lifting and carrying. Reaching above, at and below shoulder level. Lifting and carrying unassisted up to 30 lbs. of bulk goods. Exposure to cleaning agents. Security Personnel A Security Guard will be present on TAT’s property 24 hours a day to ensure customer and employee safety and deter potential criminal activity. Security Guards will rotate between TAT’s entrance, retail showroom, and delivery fulfillment area. They will also patrol the parking area and street immediately adjacent to the store. A detailed description of their responsibilities and duties are detailed in Section 5: Security Plan. 27 SECTION 2 Executive Team TAT’s executive team will support the local Fresno staff by handling many operational functions at the corporate level. The executive team has honed its skills in cannabis operations through decades in the California cannabis industry. The team is composed of TAT owners, Mitch Kahan, Avi Kahan, and Lauren Fontein (as described in Section 1) along with 5 additional team members. • Purchasing Manager (Sean Pollack - 5 years experience in cannabis purchasing): Sean (1) monitors inventory levels; (2) vets and onboards new vendors; (3) places purchase orders; (4) communicates with brands regarding new products and promotions; and (5) processes returns for defective products and recalls. • VP of Business Development (Tommy Quicksilver - 10 years experience in cannabis sales, marketing, and brand relations): Tommy (1) manages brand partnerships; (2) creates programming for in store events; (3) develops creative content; and (4) manages social media accounts and influencer marketing. • VP of Operations (Kenny Perez - 12 years experience operating and managing employees at hospitality businesses). Kenny will train TAT’s GM in person both at our flagship West Hollywood store and in Fresno to adequately prepare the GM for managing the Fresno location. On an ongoing basis, Kenny (1) works directly with the in store GM, including several days a month at TAT Fresno, to oversee operations; (2) ensures consistency in operational policies across all TAT locations; (3) establishes employee policies; (4) tracks sales transactions and customer trends; and (5) ensures proper cash management across locations. • Chief Strategic Officer (Mitch Kahan): Mitch (1) oversees the store buildout, managing architects, consultants, and contractors; (2) hires, trains, and oversees the Regional Manager, Purchasing Manager, and VP of Business Development; and (3) devises customer acquisition and retention programs. • Chief Compliance Officer/ Marketing Director (Lauren Fontein): Lauren (1) develops tailored standard operating procedures; (2) prepares annual license applications; (3) works with the city and state regulatory agencies to obtain necessary business and building permits; (4) develops and implements marketing strategies; and (5) works with Community Affairs Director, Courtney Caron, to plan community events and in store donation drives. • Chief Financial Officer (Avi Kahan): Avi (1) works directly with store management to ensure accurate track-and-trace and tax reporting; (2) monitors and ensures continued compliance with all cannabis operating requirements; (3) designs and implements security systems; (4) handles bookkeeping; and (5) tracks and reports taxes to the city and state. • Chief Operating Officer (Aviv Halimi - 9 years experience in operations and finance): Aviv (1) develops budgets, short and long term plans, strategies, and goals; (2) works with the GM and Regional Manager to ensure that the store runs smoothly and is meeting sales and customer acquisition goals; (3) tracks revenue and profits and assesses company performance; (4) works with the other members of the executive team to create, implement, and adapt company policies and procedures to continually increase efficiency and revenue. • Community Affairs Director (Courtney Caron): Courtney (1) identifies community partners most in need; (2) designs and implements giving campaigns; (3) implements the Public Relations Plan, Community Benefits Plan, Expungement Clinic, and oversees compliance with the Fresno Social Policy; (4) interacts with local community members, neighborhood councils, non-profits, art related organizations, Fresno Unified, and other stakeholders. 30 SECTION 2 2.8.3 Living Wage To attract the best possible candidates and promote employee wellbeing, TAT offers competitive wages that far exceed minimum and living wages. Our starting hourly wage of per hour exceeds Fresno’s minimum wage per hour) by an hour. TAT offers management salaries that far exceed both Fresno’s median household income of and the state’s minimum monthly salary requirement of per year. Our Floor Manager will earn a starting salary of per year and our General Manager will earn a starting salary of at least per year. TAT will provide annual raises based on time spent with the company and job performance further increasing each employee’s earning potential. In addition, salaried employees are eligible for end of year bonuses equal to 10% of their base salaries. TAT will adjust wages and salaries yearly in line with changes to the minimum and living wages of Fresno and the state of California. 2.9 Social Equity Business Incubator The TAT team has a track record of supporting social equity cannabis business ownership. We realize the disadvantages faced by individuals from low income areas or who have been disproportionately impacted by the war on drugs, and we strive to use our resources to help level the playing field. In Los Angeles, TAT owners, Lauren, Avi and Mitch, partnered with social equity applicant Michael Saghian in 2019 to develop a retail store (TAT Koreatown) as part of Los Angeles’s social equity cannabis licensing process. In a true 50/50 partnership, Lauren, Avi, Mitch, and Michael are working side by side to construct TAT Koreatown and will operate it as a joint venture. This is in contrast to many other social equity cannabis businesses, wherein a corporate entity partners with a social equity individual merely to get a license, and the social equity individual does not truly own a substantial portion of the business. The TAT team is very excited about the possibility of partnering with a Fresno social equity candidate in the future to build out another Artist Tree location. In the meantime, we will use our store at 1426 N. Van Ness Ave. as a social equity incubator as follows. Creating Social Equity Owners from Within Because more than 30% of our team members will be Priority Applicants (as a member of one of the groups enumerated in FMC 9-3316(b)(1)), we anticipate that we will have many employees that will qualify as social equity applicants. As part of our goal of fostering career advancement, we will encourage our team members to consider opening and operating their own social equity cannabis businesses and will guide them on the path toward business ownership. Through our employee training, mentorship, and continuing education programs (described above), we will provide our team members with the skills necessary to operate their own licensed cannabis businesses. We will provide extensive training on purchasing, legal compliance, inventory control, METRC, cash handling, order fulfillment, and security protocols so that our employees learn all aspects of operating a cannabis business. We will also provide optional training to employees, offered during paid work hours, on the path toward cannabis business ownership and upcoming licensing opportunities. For employees who want more information, our Executive Team has an open door policy and is available to consult with team members one-on-one to help them achieve their goals. We have successfully done this in the past with a former employee, who is now an equity owner of TAT WeHo, Elmer Aguilar Cruz. Elmer is a native of Honduras who immigrated to the U.S. at age five. Elmer grew up in a financially disadvantaged, 3 SECTION 3 Neighboring Businesses Eateries Loving Hut - 1495 N. Van Ness Ave. Ming - 1414 N. Van Ness Ave. Frosted Cakery - 1292 N. Wishon Ave. Hi-Top Coffee - 1306 N Wishon Ave. Goldstein’s Mortuary and Delicatessen - 1279 N. Wishon Ave. Ampersand Ice Cream - 1940 N. Echo Ave. Revue - 568 E. Olive Ave. Supreme Donuts - 1595 N. Palm Ave. Teazer World Tea Market - 645 E. Olive Ave. Piemonte’s Deli - 616 E. Olive Ave. Spokeasy Public House - 1472 N. Van Ness Ave. Strummer’s Bar and Grill - 833 E. Fern Ave. Veni Vidi Vici - 1116 N. Fulton Ave. Strummer’s - 833 E. Fern Ave. Retail Kamikaze Apparels - 1435 N. Van Ness Ave. Chase Flower Shop - 1405 N. Van Ness Ave. Repeat Performance Consignment Superstore - 1429 N. Van Ness Ave. Wonderland Comics - 1409 N. Van Ness Ave. Tone Shop - 1446 N. Van Ness Ave. Entertainment (Theaters/Galleries) Broken Leg Stage & Art Gallery - 1470 N. Van Ness Ave. Crazy Moon Studios - 1407 N. Van Ness Ave. GCP’s 2nd Space Theater - 928 E. Olive Ave. Roger Rocka’s Dinner Theater - 1226 N. Wishon Ave. Spectrum Art Gallery - 608 E. Olive Ave. Studio 74 Art Gallery - 1274 N. Van Ness Ave. Tower Theater for the Performing Arts - 815 E. Olive Ave. Automobile Tower Automotive Repair - 1402 N. Van Ness Ave. OK Car Wash - 1504 N. Van Ness Ave. Salas International 100% Hand Car Wash - 49 E. Olive Ave. Personal Care Timeless Beauty Salon and Spa - 1475 N. Van Ness Ave. Bubble Salon - 1434 N. Van Ness Ave. Resistance Tattoo - 1459 N. Van Ness Ave. Don’t Tell Mom Tattoo - 1140 N. Van Ness Ave 7 SECTION 3 11 SECTION 3 Noise Control ––––– TAT’s proposed location on 1426 N. Van Ness Ave. has previously been occupied by bars/ nightclubs with live music and late closing times. In contrast, TAT is the perfect combination of an art gallery and cannabis retail store and will not operate like a noisy nightclub or a bar. We will manage the level of noise both in and around our property to provide consumers with a peaceful and relaxing shopping environment. To ensure that our noise level does not interfere with neighboring residents or businesses, TAT will implement the following protocols: • Security guards will patrol both the interior and exterior of the property 24-hours a day. Guards will take immediate action to curb any excessive noise from customers exiting the building, loitering in the parking lot, or within the premises. At no time will management or security allow individuals to loiter near or on the property.  • TAT will maintain a 2:1 customer to staff ratio within the retail showroom, allowing staff to quickly and attentively assist consumers. By efficiently processing customers, TAT will limit the total number of customers in the store at any one time and, therefore, limit potential noise.   • When the showroom floor has reached a 2:1 ratio, all remaining consumers will be asked to wait quietly in the Lobby. Guards will constantly monitor noise levels of waiting customers and prevent any excessive noise. TAT will not allow customers to queue outside of our facility to minimize noise. • TAT will play ambient music in the showroom to enhance the shopping experience. We will monitor the volume to ensure that the music is never audible from outside our premises. TAT will not generate any other sounds that are audible from outside the building. Lighting ––––– Inside of our facility, overhead lighting and daylight from windows will provide ample illumination. Proper lighting is necessary to showcase the art we curate and to provide a pleasant and safe environment for customers. To enhance customer safety and visibility, TAT will install exterior lighting near surveillance cameras, entrances, exits, and parking areas. On the exterior of the building, recessed lighting will run along the entire length of the building under the fascia and will provide a safe, well lit entryway to the store. TAT’s parking lot, located behind the building, will be illuminated by light fixtures mounted to the exterior of the building. In addition to lighting on TAT’s facility, the sidewalk is illuminated by one of the Tower District’s historic pinapple street lamps positioned just a few feet from TAT’s entryway. TAT’s lighting design is tasteful and unobtrusive, with no neon lights, garish colors, or anything that detracts from the surrounding character of the neighborhood. No lighting will be installed without the approval of the City’s Planning and Development Department and will fully comply with the Tower District Design Guidelines. In the unlikely event that TAT receives a complaint regarding lighting, TAT will work with Planning and Development to immediately rectify the situation and develop alternate lighting plans.  Litter ––––– TAT will not permit customers to open products on our premises. We will include signage, which is clearly visible to customers as they exit the Lobby, advising customers that all products must be consumed offsite and not on public property or in a motor vehicle (even when parked) in accordance with CA Health & Safety Code § 11362.3. We will eliminate any litter near our premises, regardless of whether it is related to our business. A TAT Security Guard will make hourly sweeps of the perimeter of the property, thoroughly inspect the exterior of the property and the parking lot 12 SECTION 3 for litter, and remove any litter found. Should we receive any complaints regarding litter appearing on neighboring properties, we will immediately implement a corrective action and increase the distance of our hourly patrols to include the surrounding areas. Vehicle and Pedestrian Traffic ––––– TAT will create less traffic congestion and better parking conditions than its predecessors. For the past several decades, 1426 N. Van Ness Avenue (zoned as CMS (Commercial Main Street)) has been operated as a bar and entertainment venue, most recently as Full Circle Olympic. Establishments of this type typically generate large crowds of people at the same time, require expansive parking for multi-hour periods, and remain open until 2:00AM. Because of the limited number of parking spots available in the on-site parking lot, patrons of the bar frequently parked for long periods on the streets adjacent to the building. TAT’s business model differs greatly from the bar model. Because on-site consumption is not allowed, our customers typically do not spend extended periods of time inside. Rather, the typical customer completes a purchase within 15 minutes of arriving at our store. Unlike a bar, TAT customers will visit throughout the day rather than being concentrated at the store during a particular time period. Not only will TAT not generate parking issues or vehicular or pedestrian traffic congestion, it will also be an improvement over previous tenants with regard to these issues. North Van Ness Avenue is a wide, single lane, one-way street with a bicycle lane along the East side. Along both sides of the street, vehicles may park curbside for up to 2 hours for free. At least two to three vehicles will comfortably fit in the street parking located directly in front of the building. TAT’s designated parking lot, with both handicap and regular parking, is located behind the building. Customers may access the lot through a wide alley, which runs between East Floradora Ave and East Home Ave. Home to a multitude of commercial businesses, N. Van Ness was designed to allow for efficient traffic flow and to accommodate traffic associated with commercial businesses common to a “main street” style development. We do not foresee vehicular traffic increasing or causing any congestion in the area upon TAT’s opening beyond that which the area currently experiences or has experienced in the past. Both sides of the street along N. Van Ness Avenue are equipped with wide sidewalks. Given that this is a mixed use zone with both residences and commercial retail establishments, and given the close proximity to Fresno City College, we do anticipate that there are pedestrians in the area. However, locating TAT on N. Van Ness will not cause any more pedestrian traffic than what the area has experienced in the past, as we are simply taking over a building that was also highly utilized. Crime Prevention ––––– We know community members are often concerned about an increase in crime as a result of a new cannabis business. All of TAT’s dispensaries go above and beyond the requisite security protocols to prevent crime as described in Section 5: Security Plan. Rather than increase neighborhood crime, TAT will improve security and safety in the neighborhood through partnerships with local law enforcement, installation of state-of-the-art security systems, and installation of additional lighting. While there is currently no onsite security at 1426 N. Van Ness Ave., TAT will employ full-time onsite security 24-hours a day to maintain access control and surveillance, effectively deterring criminal activity. In addition, TAT has already reached out to Cookies Retail and Haven, both with proposed businesses nearby, to discuss the possibility of a roaming security guard between E. Olive, N. Maroa and E. Floradora. 16 SECTION 3 • Daily Inventory Vault: The Daily Inventory Vault will hold our second highest concentration of inventory and will house one CM-11 unit. The volume of the daily inventory vault is approximately 2,700 cubic feet. One CM-11 operating at 850 CFM will completely recirculate the air every 3.2 minutes. • Retail Floor: Because our retail showroom will only house small samples of each product, the retail floor will likely not generate a significant amount of odor. The odor control units detailed above will prevent most, if not all odors from entering the retail area. However, there is a possibility that odor escapes into the retail floor area. To fully eliminate odor and provide clean area throughout our store, we will install an additional CM-11 unit in the retail showroom. This area is 13,000 cubic feet. One CM-11 operating at 850 CFM will completely recirculate the air every 15.3 minutes. Ionization System ––––– We will also integrate GPS-FC48-AC 4,800 CFM Auto-Cleaning Needlepoint Bipolar Ionization Systems into each of our three centralized HVAC systems to further neutralize odor. These ionization systems each generate more than 400 million ions per cubic centimeter per second, which have been proven effective in neutralizing odor caused by volatile organic compounds (“VOCs”) suspended in the air. In addition to directly neutralizing odorous VOCs, the ions produced by this system bond to odor-causing particulates in the air, causing the particles to agglomerate into larger masses. These larger masses are more easily drawn into existing mechanical and activated carbon filtration systems than individual particles, making the filtration systems exponentially more effective than traditional air filtration systems. These units are each designed to service 4,800 SF. We are employing 3 separate units, capable of servicing 14,400 SF on a combined basis - more than 5 times the 2700 square foot capacity of our space. Monitoring Odor Control Plan ––––– TAT will monitor the effectiveness of its odor control equipment and perform routine maintenance to ensure optimal air quality. TAT’s GM will address any and all odor complaints and provide responses to odor complaints. Upon request by the City, TAT will provide all odor control records, including system installation, maintenance, or deviations from the implemented plan. Should the City’s Planning and Development Director request changes to our plan, we will immediately implement the suggested changes, update our plan, and provide the new plan to the City within thirty (30) days of the modifications. 3.6 Staff Training on Odor Control Management Training: TAT’s GM will strictly monitor the effectiveness of our odor control equipment and assess any complaints regarding detectable odors. The CM-11 units are easy to use and remain on 24 hours a day. The GM and Floor Manager will be trained to operate the device, by learning (1) the location of and operation of switches to turn on/off the units; (2) The location of carbon filters and pre-filters; and (3) contact information for the HVAC and odor control maintenance company. Furthermore, the GM and Floor Manager will be trained in proper record keeping practices associated with the operation of the machinery and waste receptacles. They will be responsible for providing the City with any and all odor mitigation records, including records related to installation, maintenance, complaints or deviations from the implemented plan. Managers will be instructed to make a digital copy of all hard records, and to file the hard copy in a secured access area. 18 SECTION 3 containing waste receptacles will be restricted to TAT employees with appropriate security clearance and GAIACA personnel. Public access to this area will be strictly prohibited. On or near the receptacle, TAT will place a sign with thorough examples of what is and is not acceptable to place inside the receptacle. ONLY cannabis waste (adulterated and otherwise) will be placed inside the receptacle. Identifying Waste ––––– As a retailer, TAT generates cannabis waste from the following sources: products returned by customers, products that have been purchased and subsequently abandoned on TAT’s premises, products that are defective or otherwise unfit for retail sale, expired products, and products that have been removed from their packaging and used for display. All TAT managers are trained to place any item that falls into one of the aforementioned categories in TAT’s GAIACA waste receptacle. Destruction of Cannabis Goods ––––– Prior to disposing of a product as cannabis waste, a TAT manager must first destroy the product by removing or separating the cannabis product from any packaging or container and rendering it unrecognizable and unusable (16 CCR § 5054). The manager ensures that products are completely unusable and unrecognizable by mixing the packaging and unpackaged product with kitty litter prior to disposal. Cannabis oil contained in a vape cartridge need not be removed from the cartridge, so long as the vape cartridge itself is unusable at the time of disposal. To ensure the vape cartridge is unusable managers are trained to crush the vape cartridge with a hammer prior to disposing of it as cannabis waste. Recording of Waste ––––– Prior to the disposal of any cannabis product, the GM will log the product on the disposal manifest provided by GAIACA as well as electronically log the disposal of the product in CCTT-METRC (“METRC”) and TAT’s POS system. Both the physical and electronic log will include the type, the volume and the batch number of the waste. Only one batch will be disposed of at a time with absolutely no co-mingling. Removal of Cannabis Waste ––––– TAT will schedule predetermined, regular waste pick up days with GAIACA. Cannabis waste will be removed from the property weekly or more frequently if necessary. At no time will the cannabis waste containers be filled beyond capacity, preventing closure of the lids. Record Keeping Policy ––––– TAT’s GM will maintain records of all activities related to the generation and disposal of cannabis waste at our facility. The GM will also obtain a record from GAIACA evidencing the acceptance of the cannabis waste material at its facility. The record must contain (1) Name and address of the business and facility; (2) Date; (3) Volume or weight of the cannabis waste accepted; (4) Facility type; and (5) Name and signature of GAIACA employee who accepted the cannabis waste. Once the cannabis waste is accepted by the solid waste facility, the GM will input the date and time of the disposal or disposition of the cannabis waste at the solid waste facility into METRC. These records will be subject to inspection by the BCC and the City. Selling of Cannabis Waste ––––– TAT strictly prohibits the sale of any cannabis waste. 3 SECTION 4 Overall Safety Features ––––– Described below are the safety features of The Artist Tree’s premises, including maintenance and housekeeping procedures (CFC § 404.2.2.5). • Fire Prevention (Major Hazards) –Accumulation of trash and debris: TAT shall use City approved waste containers that are appropriately sized and stored in an approved location, and will ensure regular trash pickup from the City’s waste services provider, Mid Valley Disposal. –Combustible Storage: TAT will store any combustible materials in an orderly manner and separate from heating or ignition sources so that ignition cannot occur. Very few, if any, combustible materials will be kept on the property. –Ignition Sources and Open flames: There will be no open flames on the premises. Any other potential ignition sources will be separated from flammable and combustible materials. –Maintenance of Exiting ›The minimum exit access widths (as determined by the City) will be maintained always. ›The minimum aisle width (36”) will be maintained always. ›Enhanced building security will not interfere with exiting measures and will by no means impede egress for the facility’s occupants or firefighters in the event of an emergency. ›Electronic access control will not interfere with the exiting components. ›All locking hardware on doors (interior or exterior) will meet the minimum requirements for exiting. ›All doors and door hardware will be identified on the specifications and plans presented to the City at the time of applying for a Conditional Use Permit. ›All exit doors, passageways and exit corridors will remain free of any obstruction and maintained as required by the Fresno Fire Code (“FFC”). ›Any security device or system that emits any medium that could obscure a means of egress in any building, structure or premise will be prohibited. ›Emergency lighting with battery backup will be provided in all exit passageways and exit corridors. ›Exit signs will be installed above all exits and maintained as required by code. • Fire Department Access –A KNOX key box or key switch will be installed on the front exterior of TAT’s building, because access to or within TAT’s structure is restricted because of secured openings and to allow immediate access for lifesaving or fire-fighting purposes. The key box or key switch will be of an approved type and will contain keys to gain necessary access as required by the fire code official per 5 FFC § 10-50506.1. –All required exterior doors will remain operable for emergency access by firefighters. Eliminating the function of any exterior doors will require prior approval that cannot be granted in every circumstance, and where allowed, the door must be marked with a sign stating, “THIS DOOR BLOCKED.” –Rooms containing fire protection equipment (fire alarm panels, fire sprinkler valves, etc.), controls for air-conditioning equipment, utility equipment for gas or electrical service and rooms containing hazardous materials will have identifying signage to aid firefighters. • Fire Extinguisher Maintenance. –Portable fire extinguishers shall be installed in M and S occupancy groups per 5 FFC § 10- 52811.8. The size and distribution of portable fire extinguishers shall also be in accordance 4 SECTION 4 with the FFC and at the discretion of the City of Fresno Fire Department. TAT will strategically locate all extinguishers per code. Please see the Safety Plan Diagram below for the proposed location of all fire extinguishers. • Electrical Hazards/Extension Cords –Electrical panels and service equipment will be clearly identified with a clear space of not less than 30 inches in width, 36 inches in depth and 78 inches in height. Storage will not be permitted within the above dimensions. • Hazardous Materials (General) –Hazardous materials or hazardous waste will not be stored or handled at this facility apart from cleaning products, which will be stored in a safe location. TAT understands that cannabis waste is regulated and must be handled in accordance with all applicable laws and regulations. All cannabis waste will be stored according to law, in a locked receptacle in a limited access area, and will only be disposed of by a licensed waste management company. TAT will utilize GAIACA for cannabis waste management. Automatic Fire Protection Systems (Fire Sprinklers) 404.2.2.6 TAT’s facility is equipped with an automatic fire protection system (Fire Sprinklers). HVAC Systems (CFC 404.2.2.7 TAT’s Heating, Ventilation and Air Conditioning (“HVAC”) System is a standard split system which will be monitored/controlled by a supervising fire alarm system. 404.2.2.8 Fire Alarm and Monitoring System TAT’s facility is equipped with a compliant Fire Alarm and monitoring system. Specific information about the proposed fire alarm system including the installer’s information will be provided during the plan submittal process. Plans and permits will be submitted to the City of Fresno Planning Division department for approval. 404.2.2.9 Identification and assignment of personnel responsible for maintenance of systems and equipment installed to prevent or control fires. The GM will be responsible for maintenance of systems and installation of new equipment to prevent or control fires. 404.2.2.10 Identification and assignment of personnel responsible for maintenance, housekeeping and controlling fuel hazard sources. The GM will be responsible for maintenance, housekeeping and controlling fuel hazard sources at subject location. 5 SECTION 4 4.1 Prepared by Professional Fire Prevention and Safety Consultant Robert L. Rowe, CFI/CFEI Pyrocop, Inc. 4000 Long Beach Boulevard, Suite 251 Long Beach, CA 90807 Direct (562) 988-7999 Office (562) 988-7998 Fax www.pyrocop.com The attached Safety Plan has been prepared by Robert Rowe of Pyrocorp, Inc.in compliance with section 4.1 of Fresno’s Commercial Cannabis Business Application Guidelines. Robert is a professional fire prevention and suppression consultant. Robert began his 27-year fire service in 1980 when he was promoted up through the ranks from Firefighter to Fire Marshal. During his career, Robert served as a Fire Inspector, Hazardous Materials Specialist, Fire Investigator and Fire Marshal. As Fire Marshal, Robert managed an organized municipal Fire Prevention/ Investigation Division in the Los Angeles area where he obtained extensive knowledge and expertise in both Fire Investigation and Fire & Building Codes and Standards. Robert served as President of the Area “E” Arson Task Force and was appointed as a Special Deputy by the U.S. Marshals Service. Robert gained his fire code knowledge and experience serving on several code and advisory committees, such as the Uniform Fire Code Interpretation Committee, International Code Council International Residential Code Committee, California Fire Chiefs Fire Prevention Officers Fire Code Committee, California Building Standards Committee and the National Fire Protection NFPA 1 Fire Code Committee. Since his retirement in 2007, Robert founded “Pyrocop, Inc.” which is based in Long Beach, California, and has utilized his fire investigative and code knowledge in hundreds of fire loss investigations, civil litigation matters and commercial development projects. Robert has qualified as an expert in fire related matters throughout the United States and has served as a fire consultant in the Middle East. Robert is a member of the California Conference of Arson Investigators, International Association of Arson Investigators and National Association of Fire Investigators and provides fire inspector training for the California Fire Chief’s Fire Prevention Officers Association. As the Executive Director for the Fire Sprinkler Advisory Board of Southern California, Robert represents over 56 fire sprinkler contractors based in the Los Angeles area and continues to serve as a code consultant for both the public and private sector. Robert has provided fire and life safety consulting services to cannabis applicants in the City of Los Angeles, Culver City, Long Beach, Oceanside, San Bernardino, and several locations within Los Angeles County. 6 SECTION 4 4.2 Accident and Incident Reporting Procedures Hazard Communication 407.4.1 Fire, Hazardous Material, and Inhalation Issues/Threats TAT will implement precautionary measures (i.e. proper storage and handling), as required by State law, to ensure that employees and/or customers follow the required guidelines regarding the inhalation hazards associated with the exposure to cannabis related products. Fire All Cannabis products will be kept away from ignition sources while securely stored or on display and will always be supervised by TAT’s staff. Hazardous Materials/Inhalation Issues or Threats As this is a cannabis retail facility, there will be no hazardous waste generated, stored, or transported at or from TAT’s premises. Written and Physical Mechanisms in Place to Deal with Each Situation (CFC § 407.4.2) ––––– Written Fire Incident Procedures A copy of a written “Fire Emergency Procedures” document will be maintained on TAT’s premises in both the Retail Area and Manager’s Office. The document shall be clearly identified as “Fire Emergency Procedures” and kept in an accessible location at all times. The “Fire Emergency Procedures” document shall include the following Step by Step Process language: • In the event of a fire emergency, the GM or his/her designated employee(s) shall call 9-1-1 to report the fire incident. • The GM or his/her designated employee(s) shall direct the occupants of the building to the nearest exit and to the predesignated assembly location which will be on the north side of East Floradora Ave. just east of North Van Ness Ave. • If safe to do so, the GM will utilize the onsite portable fire extinguishers to suppress the fire. If the fire cannot be suppressed or contained, the GM and TAT’s employees shall vacate the premises and alert the surrounding businesses of the fire. • Upon arrival at the predesignated assembly location, the GM shall account for all occupants of TAT’s facility and render first aid, as necessary. • Upon termination of the incident, the GM shall interface with the local fire department to determine how the fire started and what precautionary measures should be taken to prevent future fires. Written Hazardous Materials/Inhalation Procedures A copy of a written Hazardous Materials/Inhalation Procedures document will be maintained on TAT’s premises in both the Retail Area and Manager’s Office. It shall be clearly identified as “Hazardous Materials/Inhalation Procedures” and kept in an accessible location at all times. The Hazardous Materials/Inhalation Procedures document shall include the following Step by Step Process language: 7 SECTION 4 • In the event of a Hazardous Materials/Inhalation incident, (i.e. significant spillage of cleaning products or hazardous gas produced resulting from mixing of incompatible cleaning products) the GM or his/her designated employee(s) shall call 9-1-1 to report the incident. • The GM or his/her designated employee(s) shall direct the occupants of the building to the nearest exit and to the predesignated assembly location which is on the north side of East Floradora Ave. just east of North Van Ness Ave. • If safe to do so, the GM will utilize the onsite hazmat absorbent pad or mat to absorb and control the spill. If the spill cannot be contained, the GM and TAT’s employees shall vacate the premises and alert the surrounding businesses of the chemical incident. • Upon arrival at the predesignated assembly location, the GM shall account for all occupants of TAT’s facility and render first aid, as necessary. • If an employee has come in contact with a hazardous material (i.e. splashed it in eyes, on skin or clothing) the GM or his/her designated employee shall have the victim remove the contaminated clothing and flush the affected area with water. • Upon termination of the incident, the GM shall interface with the Fresno Fire Department to determine how the incident occurred and what precautionary measures should be taken to prevent future hazardous materials related incidents. Fire and Safety Plan Reporting (CFC § 404.2.2) ––––– Reporting Procedure for a Fire or Other Emergency In the event of a fire or emergency at the property, the GM and/or his designated employee will immediately contact the Fresno Police Department and/or Fresno Fire Department by calling 9-1-1 per 5 FFC § 10-50403.1. Immediately following the conclusion of the emergency, a member of TAT’s ownership team will draft an internal report following an interview conducted by a member of the ownership team and the GM. The written report will be stored both electronically and in paper form and made available to any governing body who requires a copy. Life Safety Strategy ––––– Procedures for notifying occupants, including areas with a private mode alarm system TAT’s facility is equipped with a compliant fire alarm system per 5 FFC § 10-50907.1.2. Upon activation of the alarm system or receipt of information regarding a fire or other emergency, the GM and/or his designated employee will direct the occupants to the designated assembly area. Procedures for occupants under a defend-in place response In the event an emergency requiring a “defend in place” response occurs, all window and door openings will be secured, and the building’s HVAC system will be deactivated. The occupants of the building will be directed to stay inside until the emergency has been mitigated and an all clear has been declared by the police and fire departments. Procedures for evacuating occupants, including those who need evacuation assistance Upon receipt of a report of fire or other emergency that requires the building to be evacuated, the GM and/or his designated employee will verbally announce the emergency to the occupants and begin a safe and timely evacuation of the building, the GM and/or his designated employee will ensure 8 SECTION 4 that the building has been completely evacuated, including those individuals who need evacuation assistance, and direct occupants to the designated assembly area. Once all are assembled, the GM and/or his designated employee will perform an accountability check of all occupants. 4.3 Fire Evacuation Routes General Evacuation Procedures ––––– In the event of an emergency threatening the safety of employees and visitors at TAT, a building evacuation may be necessary. All of TAT’s staff will be apprised of the following evacuation procedures. • Employee Responsibilities –Anyone that observes an emergency condition or situation should call 911. All regular staff will direct any temporary employees, contractors, truck drivers, or other visitors to the proper exits and routes to the meeting places. Staff will take the following evacuation actions: –Take the proper evacuation routes, which are the shortest routes to the outside of the building; –Identify two escape routes, since one exit might be blocked by fire, or other obstructions; –Enact safety procedures unique to each area of the building; and –After evacuating, proceed around the perimeters of the main building complex to the designated “Assembly Area”. • General Manager Responsibilities –Perform a sweep of the building prior to exiting the building to ensure that all personnel have safely evacuated; –Confirm all perimeter doors are closed and locked, precluding unauthorized and unsafe entry by others; and –Confirm that any occupant with a disability is safely assisted or removed from the building and taken to the Assembly Area. • Primary Assembly Area: The north side of East Floradora Avenue just east of North Van Ness Ave. (see Site/Facility Plan) • Secondary Assembly Area: In the event the Primary Assembly Area is compromised, evacuees will be directed to assemble at a safe location and distance from the building. • General Manager Duties at Assembly Area: –Cross check the “Emergency Evacuation Accountability Sheet” as well as the “Visitor Sign in Sheet” noting if all building occupants are accounted for; –Write in the names of any visitors, temporary associates, or new employees that are not on the list; –Provide first aid assistance to anyone who was injured during the evacuation; and –Monitor the incident and communicate with both the evacuees and emergency response personnel and await further direction before allowing the evacuees to leave the premises or re-enter the premises. • Emergency Drills –Emergency drills will be performed twice yearly and documented using the attached Emergency Evacuation Drill Form. A designated employee will time the evacuation and subsequently email each manager/department head to get feedback on the drill. 9 SECTION 4 Fire Evacuation Plan (CFC § 404.2.1) ––––– Emergency Egress or Escape Routes The emergency egress and escape routes are indicated on the facility site plan (See attached) and meet the requirements of 5 FFC § 10-50403.1. If an evacuation is necessary during an emergency, all occupants will exit the building and assemble on the north side of East Floradora Ave. just east of North Van Ness Ave. in a timely manner. If an emergency requires a “defend in place” response, all windows and doors will be closed, and the HVAC system will be turned off to prevent outside air from entering the building. Procedures for Employees Who Must Remain to Operate Critical Equipment Before Evacuating As this is a retail sales operation, no critical equipment requiring special attention by employees will be present in the building. Therefore, no employees will be required to remain inside to operate critical equipment before evacuating. Procedures for Assisted Rescue for Persons Unable to Use the General Means of Egress Unassisted Assisted rescue of person(s) unable to use the general means of egress unassisted during an evacuation will be performed by the General Manager (GM) or his designated employees. Evacuation Routes and Procedures for Accounting for Employees and Occupants After Evacuation In the event of a building evacuation, the GM will direct the occupants of the building to the closest exit and assemble on the north side of East Floradora Ave. just east of North Van Ness Ave. Once the evacuated occupants are assembled in the designated assembly area, the GM, or his designated employees, will confirm that all building occupants are accounted for. Personnel Responsible for Rescue or Emergency Medical Aid The GM will be responsible for rescue and emergency medical aid. Preferred and Alternative Means of Notifying Occupants of a Fire or Emergency The primary method of notifying both employees and other occupants of a fire or emergency will be through the activation of the building’s monitored fire alarm system. An alternative means of notifying occupants of the building during a fire or emergency will be accomplished using cell phone calls and/or group text messages. Preferred and Alternative Means of Reporting Fires and Other Emergencies to Fire Department or Designated Emergency Response Organization The preferred means of reporting fires and other emergencies to the fire department will be through the inhouse landline 9-1-1 phone system. An alternate means of communicating a fire or emergency to the fire department will be using cell phones. Personnel Who Can Be Contacted for Further Information or Explanation of Duties Under the Plan The GM will be the point of contact for further information or explanation of duties under the plan. 10 SECTION 4 Description of Emergency Voice/Alarm Communication System Alert Tone and Preprogrammed Voice Messages An emergency voice/alarm communication system with an alert tone with pre programmed voice messages is not available at this facility. If required by the Fresno Fire Department as a condition of licensing approval, TAT will install such a system. Maintenance of Fire Safety and Evacuation Plans (CFC § 404.3) TAT’s Fire Safety and Evacuation Plan will be reviewed and updated annually to ensure that changes in staff assignments, occupancy or the physical arrangement of the building are accurately reflected in the Fire Safety and Evacuation Plan. All updated plans will be peer reviewed by a qualified Fire Life Safety Specialist to ensure accuracy. Availability of Fire Safety and Evacuation Plans (CFC § 404.4) TAT’s Fire Safety and Evacuation Plans shall be available in the GM’s office for reference and review by employees and copies shall be furnished to the City of Fresno Fire Chief for review upon his or her request. Distribution of Fire Safety and Evacuation Plans (CFC § 404.5) TAT’s Fire Safety and Evacuation Plan will be distributed to the employees by the GM. The GM shall distribute to their employees all applicable parts of the fire safety plan that will affect the employees’ actions in the event of a fire or other emergency. Emergency Evacuation Drills (CFC § 405.1) TAT shall conduct annual emergency evacuation drills in accordance with the CFC §§ 405.2 through 405.9 and 5 FFC § 10-50403.1. Leadership During Drills (CFC § 405.3) The GM will be responsible for the planning and execution of emergency evacuation drills at TAT’s facility. Timing of Drills (CFC § 405.4) Emergency evacuation drills will be held and supervised at TAT’s facility in varying conditions and unexpected times as required by the 2019 California Fire Code. Drill Records (CFC § 405.5) TAT will maintain the following emergency evacuation drill records: • Identity of the person conducting the drill; • Date and time of the drill; • Notification method used; • Employees on duty and participating; • Number of occupants evacuated; • Special conditions simulated; • Problems encountered; • Weather conditions when occupants were evacuated; and • Time required to accomplish complete evacuation. 11 SECTION 4 Notification of Drills (CFC § 405.6) Prior to the commencement of an emergency evacuation drill, the GM of TAT will notify the Fresno Fire Code Official. Initiation of Drills (CFC § 405.7) Emergency evacuation drills will be initiated by activating the fire alarm system at the facility. Accounting for Building Occupants During Drill (CFC § 405.8) Once all occupants of the building have safely evacuated and arrive at the assembly point, when safe, a sweep of the evacuated building shall be made to ensure that the occupants have been safely evacuated and accounted for. Recall and Reentry After Drill (CFC § 405.9) Upon completion of the evacuation drill, a recall signal (portable air horn or bullhorn) shall be initiated by the fire official in charge of the incident. TAT occupants will not be allowed to reenter the building until provided an “all clear” by the official in charge. Evacuation Routes TAT’s primary evacuation routes are identified on the attached Safety Plan Diagram. • Occupants of the Retail Area and Lobby will evacuate through the front door of the facility. • Occupants of the Daily Inventory Vault, Main Vault, Manager’s Office, and Receiving Area will evacuate through the rear door on the northeast corner of the facility. • Occupants of the Cashier area, Employee Break Room, Restroom, or Hallway between the Retail Area and the east facing wall of the building will exit through the rear door on the southeast corner of the facility. Secondary Evacuation Routes TAT’s premises has three exits available in the event of an evacuation. If the primary evacuation routes are compromised, occupants will be able to exit the building via one of the other exits. 13 SECTION 4 4.4 Location of Fire Suppression Equipment In compliance with CFC § 404.2.2.3, The Artist Tree’s Site Plan is attached and indicates the following: 3.1. The occupancy assembly point: The north side of East Floradora Ave. just east of North Van Ness Ave. on the sidewalk. 3.2. The locations of fire hydrants: Northwest corner of N. Van Ness Ave & E. Floradora Ave (150 ft. from premises). Not identified on “Site Plan” due to the distance from the location. 3.3. The normal routes of fire department vehicle access. Emergency vehicles may access the building by traveling North on Van Ness and pulling in front of the building. N. Van Ness is a single lane, one-way street with traffic allowed in a northbound direction only. In compliance with CFC § 404.2.2.4, The attached Floor Plans identify all the following items: 4.1. Exits; 4.2. Primary evacuation routes; 4.3. Secondary evacuation routes; 4.4. Accessible egress routes (Not required); 4.5. Refuge areas associated with smoke barriers and horizontal exits. (Not required); 4.6. Manual fire alarm boxes; 4.7. Portable fire extinguishers; 4.8. Occupant-use hose stations (Nonexistent); and 4.9. Fire alarm annunciators and controls. 4.5 Fire and Medical Emergency Training Procedures General Emergencies ––––– General annual training of TAT’s employees addresses the following: • Individual roles and responsibilities; • Threats, hazards, and protective actions; • Notification, warning, and communications procedures; • Means for locating family members in an emergency; • Emergency response procedures; • Evacuation, shelter, and accountability procedures; • Location and use of common emergency equipment; and • Emergency shutdown procedures. Emergency Procedures Information (CFC § 404.7) TAT will provide training and a printed summary to all employees regarding emergency procedures for ambulatory, nonambulatory, and physically disabled individuals. Emergency procedures information will include, but not be limited to, the following: 14 SECTION 4 • Location of exits; • Location of fire alarm initiating stations; • What the fire alarm sounds and looks like when activated; • Fire depar tment emergency telephone number 911; • Location of the Fire Department emergency telephone number signand • Location of other emergency information posted within the premises; and • The prohibition of elevator use during emergencies, if any (Not applicable). Fire Training Procedures ––––– General Training Procedures (CFC § 406.1) TAT’s employees will be trained in fire emergency procedures based on the Emergency Procedures included in this plan and in accordance with the 2019 California Fire Code, Section 404, 5 FCC § 10-50403.1, and OSHA Training Standard 1915.508. TAT will conduct all training in accordance with NFPA 1403-2002. Training will be provided to both new and existing employees by a qualified fire and safety professional to maintain proficiency. Topics will include, but are not limited to: • Emergency alarm signals; • Primary and secondary evacuation routes, when practical; • General principles of using fire extinguishers and hazards associated with incipient firefighting and procedures to reduce those hazards; • Hazards associated with the uses of portable fire protection systems; • Familiarization of written training policies associated with the training of employees when expected to fire an incipient fire; • Hands on fire response training (handling and activation of fire extinguishers); • Training on the written operating procedures to fire response employees who are expected to fight fires (at least quarterly); and • Any additional site-specific training as required by OSHA Training Standard 1915.508. Additionally, TAT will conduct semi-annual drills according to its written procedures for fire response employees. It will also conduct any additional site-specific training as required by OSHA Training Standard 1915.508. Frequency of Training (CFC § 406.2) TAT’s employees will be trained in the contents of the fire safety and evacuation plans and their duties as part of the new employee orientation annually. Records of said training shall be maintained by TAT. This training shall be provided by a qualified fire and safety professional. Fire Prevention, Evacuation, and Fire Safety Employee Training (CFC § 406.3) TAT’s employees will be trained in fire prevention, evacuation, and fire safety by a qualified fire and safety professional in accordance with Sections 406.3.1 through 406.3.4 and 5 FFC § 10-50403.1. Fire Prevention Training (CFC § 406.3.1) TAT’s employees will be apprised of the fire hazards of the materials and processes to which they are exposed, which will be extremely minimal. Employees shall be provided instruction by a qualified person(s) in the proper procedures for preventing fires in the conduct of their assigned duties. 15 SECTION 4 Evacuation Training (CFC § 406.3.2) TAT’s employees will be familiarized with the fire alarm and evacuation signals, their assigned duties in the event of an alarm or emergency, evacuation routes, areas of refuge, exterior assembly areas and procedures for evacuation by a qualified person(s). Fire Suppression Training (CFC § 406.3.3) TAT employees assigned firefighting duties will be trained by a qualified person(s) to know the locations and proper use of portable fire extinguishers or other manual fire-fighting equipment and the protective clothing or equipment required for its safe and proper use. The locations of fire extinguishers are identified on the “Facility Plan.” Emergency Lockdown Training (CFC § 406.4) TAT’s employees will be trained to execute the lockdown plan and be trained on their assigned duties and procedures in the event of an emergency lockdown. Medical Emergency Training Procedures ––––– A medical emergency is a serious and unforeseen situation that has been caused by a sudden illness or injury, requiring urgent medical attention. Employees are trained in anticipating different types of emergencies before they happen. In the unfortunate event that a medical emergency does occur, employees are trained to: • Check: Examine the injured individual to assess what type of medical emergency they have encountered. • Call: Call 9-1-1 so that emergency life support and help will arrive as soon as possible. • Care: Designated first aiders in the workplace should provide the relevant medical emergency procedures. We have identified some common medical emergencies. TAT employees are trained to handle these specific medical emergencies in the following ways: • Collapse: Check if the individual has any other obvious industries such as a bleeding wound. If none, put the person in a recovery position and wait with them for medical help. Ensure airways are clear and they are breathing properly. • Choking: Stand behind the individual and support their chest with one hand, whilst giving them up to five sharp blows to the back. If this does not work, administer five abdominal thrusts. This should not be performed in the same way on a pregnant woman. • Electric Shock: Ensure power supply has been cut off, then put the person in recovery position. • Allergic Reaction: Remove the allergens triggering the attack if possible. Lie the person down flat and monitor their condition until help arrives. CPR / First-Aid Training TAT managers are trained in first-aid and CPR. In addition: • First aid supplies are available to the trained first aid providers. • Emergency phone numbers are placed in conspicuous places near or on telephones, • Prearranged ambulance services for any emergency are available. TAT coordinates an emergency action plan with the nearest outsider responders such as the fire department, hospital emergency room, EMS providers and local HAZMAT teams, prior to opening. 16 SECTION 4 The GM will be provided information during training on how to communicate with the outside responders in the event of an emergency. Twice a year, TAT will provide CPR training, free of charge to any employee who is interested in obtaining these skills. All Managers will be required to maintain CPR and First-aid certifications. Cal/OSHA Training TAT’s GM and at least one other employee will acquire OSHA certification, as part of TAT’s comprehensive employee education. TAT owner, Avi Kahan, and VP of Operations are currently OSHA certified. Cal/OSHA training includes fire safety education, specifically with regards to exit routes, fire extinguisher use, fire prevention plans, and emergency procedures in the case of a fire or other workplace incident. TAT will incorporate Cal/OSHA safety guidelines to maximize workplace safety, including the following. • Providing easily accessible first aid equipment; • Implementing an Injury and Illness Prevention Program; • Inspecting premises regularly for potential hazards; • Promptly investigating workplace accidents; • Identifying and correcting occupational hazards; and • Enforcing employee compliance with company policies THE ARTIST TREE • EMERGENCY EVACUATION DRILL FORM Drill conducted by: First Name ________________________ Last Name _________________________ Contact Information: Phone: ___________________ Email: _____________________________________ Date and time: Month __________ Day _________ Year _________ Time _________ Notification method: Verbal __________ Phone ___________ Other __________________ Number of Employees participating # ____ Number of occupants evacuated # ____ Special conditions simulated (Describe) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ Problems encountered (if any) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ Weather conditions when occupants were evacuated _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ Time required to accomplish complete evacuation. Hours _______ Minutes _______ Supervisor ______________________________ Supervisor’s Signature ______________________ This document must be completed at the completion of the Emergency Evacuation Drill and shall be kept on file and made available to the City of Fresno Fire Department upon request. 4 SECTION 7 TAT promotes all forms of art, not just artwork we can physically display in our store. We host Artist Sessions, a live stream series promoting up-and-coming artists. In our West Hollywood space, we planned several events to showcase local performers and wellness instructors. When COVID began, we transitioned our programming into a series of virtual events. We have sponsored numerous musicians, comedians, DJs, and yoga instructors, helping each connect with an audience in a time when many are struggling to find work. Reducing Food Insecurity TAT’s founders are also passionate about providing food resources for those in need. As part of our West Hollywood launch, The Artist Tree West Hollywood donated a portion of sales, totaling , to Project Angel Food, an organization that provides meals to individuals with debilitating illnesses. In June, TAT WeHo donated which is equivalent to over 6,500 meals to the Los Angeles Regional Food Bank as part of its “Shop to Stop Hunger” campaign. On an ongoing basis, TAT donates 1 meal to Feeding America for every Artist Tree brand preroll we sell. TAT WeHo also hosted a food drive on November 20, 2020, encouraging customers to donate by offering a preroll for a penny with every donation. We successfully collected 160 donation items. Our founders have also volunteered for Food Forward and Cooking Matters, and they regularly donate to the Los Angeles and North Hollywood Regional Food Banks. TAT will continue similar charitable efforts in Fresno, as detailed below, and we have already begun our efforts to reduce food insecurity in the area. 7 SECTION 7 Developing TAT’s Community Benefit Plan ––––– We will solicit input from the City and the community to finalize our CBP. Upon being selected by the City as eligible to apply for a commercial cannabis business permit (CCB), TAT will follow the steps listed below to develop our final CBP. Step 1 - Build a Coalition TAT has enough experience building CBPs to know that we can neither build nor implement a plan alone. Our first step is to build a Community Coalition so that a wide range of community members can help shape our plan. Our Coalition will include individuals representing a cross- section of non-profit organizations, civic groups, and City staff. As a start, we have identified the following people who we believe would make excellent partners. We are in the processes of reaching out to each individual to assess their interest in serving on our coalition. Should one of the following people be uninterested, we will ask for a suggested replacement. With so many qualified community members, we are confident our coalition will truly represent the needs of the community. • Tyler Mackey, Executive Director of Tower Marketing Committee: Mr. Mackey oversees and brings together all of the businesses in the Tower District. As our location is in the Tower District, Tyler will provide insight into the specific needs of neighboring businesses and residents. • Lilia Gonzalez Chavez, M.A., Executive Director of Fresno Arts Council: As our focus revolves around the art community, Ms. Gonzalez will guide us on ways to support Fresno’s arts community. • Cyndie Luna, Faculty Lead for Fresno City College’s Art Department: Ms. Luna will help us identify the needs of up-and-coming artists at the start of their careers. • Martin R. Valencia, Faculty Lead for Fresno State’s Art Department: Mr. Valencia will help us identify the needs of up-and-coming artists at the start of their careers. • Julie Olson-Buchanan, Chair of the Board of Directors of the Central California Food Bank: Ms. Olson-Buchanan will offer insight on the needs of local food pantries and households struggling with food insecurity. • David Rose, Director of Fresno County’s Veterans Services: Mr. Rose will provide TAT with a better understanding of the needs of Veterans in the Fresno area and identify ways TAT can give back to the community’s veterans. • Diane Carbray, President/CEO for the Boys & Girls Club of Fresno: The Boys & Girls Club offers a program on Healthy Lifestyles. Ms. Carbray can provide valuable insight to TAT for teaming up and implementing our Youth Education and Use Prevention Plan. Step 2 – Gather Input After developing the Coalition, TAT will gather input from each Coalition member to identify various ways we can provide benefits to the City. Fresno is a diverse community with a population of 531,576.  The diverse population includes residents identifying as Hispanic (32.7%), White (Non-Hispanic) (27.3%), Asian (Non-Hispanic) (13.9%), Other (Hispanic) (12.9%) and Black (6.25%). Of the 166,758 households in Fresno, the median household income is $49,813 which is below the national average and significantly below the average for California. The university graduation rate is low at 21.6%, significantly less than both the national average and state average, and this aligns with a lower than average rate of high school graduation at 76.7%.  Approximately 26.9% of the population lives under the poverty line. The City of Fresno is home to approximately 2510 homeless individuals and 19,449 veterans living in Fresno. These statistics will provide guidance as we identify organizations and individuals most in need of assistance. 8 SECTION 7 Step 3 – Community Assessment (Open House) In addition to input from the Coalition, TAT will host a community open house to gain comprehensive insight into the individual interests of the local community. In order to spread the word about the open house, we will ask each Coalition member to share the information with their constituents or the members of their respective organizations. Additionally, we will send a letter to all neighboring businesses and residences within a 1000 sq. foot radius of our proposed property. Step 4 - Identify Community Priorities Following the open house, TAT will take the list of community concerns and work with the Coalition to prioritize them. We will discuss specific, achievable ways that we can provide assistance to address the highest ranking concerns. For example, if the coalition identifies a need for homeless services, TAT will plan specific giving campaigns to serve Fresno’s unhoused population. Step 5 – Finalize CBP We consider our entire CBP process a collaboration with the City. Based on the insight and requests of the Coalition and community members, TAT will create a comprehensive CBP, which will detail specific giving campaigns, in kind donations, in store programming, and volunteer hours. TAT will subsequently meet with City officials for approval and will make adjustments to the plan based on their input. Step 6 – Plan Implementation and Monitoring The most rewarding step in our CBP process is implementation. TAT will be accountable to the coalition and the City to fully implement the terms of the CBP, and we will begin implementing the plan as soon as permissible. Based on City and community feedback, we will revise and improve the plan on an annual basis. Methods of Contribution ––––– We will implement our CBP in the following ways: • Volunteer Hours • In-kind Donations (Drives) • Financial Contributions • Organizing Community Events Volunteer Hours ––––– TAT’s owners set an example for employees by committing hours of their own time volunteering. To encourage employees to follow suit and give through volunteer work, TAT will offer all employees paid time off when volunteering. TAT will identify specific volunteer opportunities for employees, including the following organizations. • Tree Fresno: To promote the goals of our Sustainability Plan (see Section 7.1.2 below), TAT will sponsor volunteer time planting trees each June with Tree Fresno, a nonprofit that has planted nearly 50,000 trees since 1985. Not only will the trees beautify the area, but they will improve air quality and lower greenhouse gases. • Central California Food Bank: TAT’s ownership team will continue their commitment to providing food to all those in need in Fresno. As of 2018, Feeding America reported that 15.2% of families and 22.9% of children were food insecure in Fresno County. In light of COVID-19, Fresno County is facing an increased need for food resources. To help provide food to Fresno’s residents in need, TAT will provide volunteer hours to the Central California Food Bank (CCFB) to help to sort and allocate donated items. TAT has already begun providing financial support to the CCFB and will continue to foster its relationship with CCFB by making additional financial contributions, hosting non-perishable food drives and providing volunteers. • Fresno Barrios Unidos: Fresno Barrios Unidos provides valuable Health Education to youth in the community. We look forward to volunteering our time with Fresno Barrios Unidos and expanding the remarkable Health Education program presently offered, by including our Youth Education and Use Prevention Plan (described below). 10 SECTION 7 Financial Contributions ––––– TAT has committed to donating a minimum of 1% of gross revenues to fund our Community Benefits Plan, totaling annually as our business grows. We will dedicate a portion of our CBP budget to the following organizations and causes. • Supporting Local Artists: TAT’s art centric business model promotes local artists and advancement of the arts, which are also important needs within the City of Fresno. In addition to displaying local art for sale, TAT will support a variety of artists and art related organizations. TAT’s Fresno location will include commissioned murals from regional artists and will host performances from local performers as in our West Hollywood location. • Fresno Arts Council: The Fresno Arts Council provides financial support, services, and other programs to cultural arts organizations, individual artists, and the city’s residents with the mission of enriching the community through the arts. TAT will work directly with the Arts Council to promote its mission. TAT has begun working with the Council’s Executive Director, Lilia Chavez, to identify ways TAT can support the Council. –ArtHop: Ms. Chavez provided the opportunity for us to become an ArtHop sponsor. ArtHop is a bi-weekly art festival and Fresno County’s largest free art event. Organized by the Arts Council, ArtHop features a plethora of art exhibits and performances at locations throughout the City. The Arts Council seeks annual sponsors to fund the costs of promoting the event, including for printing and distributing brochures throughout the city. TAT will sponsor the printing of the brochures to alleviate this expense from the Council’s yearly budget. TAT will also become an ArtHop stop, offering our facility as a venue for the Tower District and Downtown ArtHop. –Teaching Artist Program: Because, government funding for art programs in schools has steadily declined, public schools, and particularly elementary schools, lack funding for arts classes. In response, the Arts Council has developed a Teaching Artist Workshop program. The program trains artists from the local community, Fresno City College, and Fresno State University so they can become credentialed to teach art at local public schools, enabling the artists to earn an income while practicing their craft. TAT will help promote arts education in schools by sponsoring the Teaching Artist program, providing monetary support for training expenses and materials. • Rogue Performance Fresno: Rogue Performance Fresno connects independent artists and audiences through an annual festival featuring theatre, music, dance, spoken word, performance art, puppetry, physical theatre, and magic acts. Rogue Festival champions open access to performance opportunities for all people and reflects the values of Fresno’s Tower District. TAT will provide monetary support to Rogue Performance Fresno and offer to host a pre- festival event at our storefront. • Fresno Mission & Poverello House: The City of Fresno, and particularly the downtown area, has been struggling with increased homelessness. TAT seeks to provide resources to the homeless population so they may receive food, shelter, and permanent housing. TAT will work with Fresno Mission, a shelter and substance abuse recovery program for homeless individuals, and Poverello House, a non-profit that provides food, shelter and clothing to unhoused individuals. TAT endeavors to build strong and lasting relationships with these notable organizations and to reduce homelessness across the City. 11 SECTION 7 • Supporting Seniors: TAT strives to connect with the senior community and to provide information and resources on the many health benefits of cannabis. In our existing locations, we see a significant portion of customers over the age of 60, who see cannabis as a safe remedy for pre existing health issues. TAT will work with Agewell Fresno and the Senior Resource Center, to help sponsor education, wellness services, meals, and support services for seniors. We will also provide a permanent 10% discount to all seniors for products at TAT (as in our current stores). Organize Community Events ––––– TAT, by design, is a social and collaborative atmosphere. We encourage visitors to explore our showroom and peruse our carefully curated cannabis products while surrounded by the creative stylings of local artists. Our store will be naturally suited to host community events, including the following lectures, art events, training sessions, and wellness classes. Community Lecture Series We will schedule a monthly lecture series covering a variety of topics both cannabis and non-cannabis related. For example: • Keeping our Community Safe • Cultivating Cannabis at Home • Careers in Cannabis • Sustainability • Racial equality in the cannabis industry Opening Month Art Contest During our opening month, TAT will host a contest, featuring all of the artists we have selected for our initial exhibit. Members of the community will have the opportunity to view all of the art in the exhibit, either in store or online, and vote for their favorite piece of art. The winner of the contest will receive the opportunity to host his or her own art showcase at TAT. Cannabis Training Workshops To support local equity, TAT will work with the City to provide workshops and training for local residents interested in operating cannabis businesses. In addition to our Teach and Train program, which prepares community members for cannabis employment, we will expand our training to include workshops for community members interested in cannabis business ownership. Please see section 7.3 for more information. Wellness Classes TAT will offer free live stream wellness classes, including sound bath, meditation, and yoga classes taught by professional wellness instructors. In connection with the classes, we will provide education on ideal products for healing and relaxation, such as CK Soul CBD tinctures and CODA Signature bath bombs. Artist Sessions We will showcase up-and-coming local performing artists through our Artist Sessions programming. Each month, we will select a musician, DJ, comedian, or other type of performer to appear in store for a live performance. TAT will pay performance fees to the artists to help support them in their artistic endeavors and will promote the performances through our customers, website, and social media channels to connect the artists to a large audience. Below, please see our proposed Community Benefits Calendar, which provides an overview of our planned giving campaigns and events. 16 SECTION 7 Commitment To The Environment ––––– Surrounded by the San Joaquin Valley, the most productive agricultural region in the nation and the world, Fresno’s unique geographic landscape is a reminder of the importance of operating our business in harmony with nature. TAT will conserve natural resources and minimize our carbon footprint within the City of Fresno, Fresno County, and the San Joaquin Valley. Green Building Design ––––– Our building design, while artistic, is crafted to utilize natural resources to save energy and reduce waste, as detailed further below. In designing site plans, we followed the Fresno General Plan Energy Efficient Building Policies, the GGRP, CEQA Consistency Checklist, and the CALGreen Building Code. TAT will work with the City to conduct a business energy assessment and devise a highly energy efficient building. In renovating our space, we will install energy efficient lighting, solar panels, and plumbing for water reuse. We will source eco- friendly materials for our interior to the fullest extent possible, such as bamboo flooring and fixtures made of sustainable materials, such as recycled glass and plastic and reclaimed wood. Environmental Impact on the City ––––– We recognize that the City is conscious of the environmental impact new businesses may have on the City and surrounding communities. TAT is operating sustainably and in compliance with CEQA, as required by the state of California and the City of Fresno (16 CCR 5010 and FMC 9-3317(d)). We have tailored the sustainability plan we employ in our other locations to the City, and, specifically, to Fresno’s 2014 Greenhouse Gas Reduction Plan and 2020 GGRP Plan Update (collectively, “GGRP”). TAT will utilize the greenhouse gas reduction strategies outlined in the GGRP: • Land Use and Transportation • Transportation Demand Management • Energy Conser vation in New and Existing Buildings • Water Conser vation • Waste Diversion and Recycling and Energy Recovery Pursuant to Fresno’s Development Project Requirements, TAT will work with the City and follow the GGRP Consistency Checklist guidelines. Below is a summary of the various ways we will protect the environment, reduce our carbon footprint, and help meet the GGRP goals. Land Use ––––– TAT is strategically located in a commercial main street zone. The building is designed at the pedestrian-scale and offers convenient pedestrian and bicycle access to discourage vehicle trips. Transportation Demand Management ––––– Encouraging Sustainable Commuting • Alternative Transportation Program: TAT is located within walking distance of NE Van Ness - Floradora Fresno Area Express Bus Stop to encourage customers and employees to use public transit. TAT will partner with ride-share companies to drop off and pick up customers at our business. We will also install bike racks behind our building to encourage customers to commute via bicycle or scooter. –Delivery Vehicles: We will utilize a fully electric car as our delivery vehicle to minimize carbon emissions. • Team Member Reward Program: We will offer rewards to team members who engage in environmentally friendly behaviors. For example, if team members carpool, ride a bicycle, or take public transportation to work, they will be entered into a monthly drawing to win a TAT gift certificate. 19 SECTION 7 Acknowledging educators’ concerns, we have developed the following YEPP. We will work closely with Marie Slater, TAT Advisory Team member and former FUSD teacher of 47 years, to develop and implement our YEPP. With Marie’s guidance, TAT will identify and work with community partners who would benefit from our educational program, including Fresno Police Activities League, The Boys and Girls Club, Fresno Unified School District, Big Brothers Big Sisters, and many others. Understanding The Issue ––––– While scientific knowledge of the effects of cannabis is still growing and developing, it has been proven that young people’s lungs, mental health, and developing brains and bodies are susceptible to damage by prolonged and frequent cannabis use. • Infants and Children: THC exposure through breastfeeding in infanthood could reduce growth, lower IQ scores, decrease mental function and academic ability, and cause attention problems. More scientific research is needed to link marijuana exposure through breastfeeding conclusively to these outcomes. • Adolescence and Young Adulthood: Cannabis use often begins during adolescence and young adulthood. According to the US Department of Health and Human Services, over one third (38 percent) of California high school students report that they have used marijuana at least once in their lifetime. Adolescent cannabis use may negatively impact brain development and mental health as well as increase the risks of automobile accidents from impaired driving. Interestingly, states that have legalized cannabis for recreational use have not seen an increase in underage cannabis use. In fact, legal adult-use sales may actually reduce underage use, because they make it more difficult for individuals to obtain cannabis on the black market. Effective Prevention Requires Partnership ––––– Our YEPP is focused on providing facts and encouraging peer-to-peer conversation. TAT’s goal in educating youth about cannabis is to help minors make informed decisions not to use cannabis underage. The campaign will rely on fact-based research and studies as well as data collection from the Fresno area to provide information on the following topics: • The disconnect between the perception of how many middle and high school students use cannabis regularly and what the statistics actually show. • The consequences of underage use, including legal ramifications (e.g., Minor in Possession and/or Driving Under the Influence charges), academic repercussions (e.g., loss of financial aid, and/or suspension or expulsion from school), and effects on current and/or future employment and extracurricular activities like clubs and sports. • Facts on the cannabis plant, its chemical components (e.g., tetrahydrocannabinol (THC) and cannabidiol (CBD)), and its effects on humans’ brains, memory, lungs and heart. To create a youth prevention plan that truly meets the City’s needs, TAT will consider specific risk and protective factors related to underage cannabis use in Fresno. Upon opening in Fresno, we will hold a community meeting along with other local cannabis retail stores, inviting educators, policy makers, community health experts, parents, and other concerned citizens to help us answer the following questions: • How many local students of each age group use cannabis regularly? • What are the factors that contribute to local use and how do community norms contribute? • What resources currently exist to address risk factors for underage use? 20 SECTION 7 • Is youth cannabis use aligned with at- risk populations or associated with other community health issues? • What would be a successful outcome of our YEPP in the eyes of the community? Our Plan ––––– California’s state cannabis laws are carefully crafted to keep the products we sell out of the hands of youth, including specific regulations surrounding how legal cannabis products are packaged, marketed and sold. That said, our responsibility to the local community extends far beyond merely complying with laws and regulations. We have carefully researched specific youth education initiatives and youth substance abuse prevention plans with a high success rate in their respective communities. Based on our research, our YEPP in Fresno will incorporate the following three principles: • Reach Youth Where They Are • Provide Resources, Mentorship, and Alternatives • Educate The Whole Community Reach Youth Where They Are: Substance Abuse Prevention in Local Schools We believe that the best place for youth to learn the social skills necessary to explicitly resist substance use is in the same place they learn to read and write. School-based curriculum to prevent youth substance abuse has a high success rate and can be repeated at different grade levels for reinforcement. We will work with other cannabis retailers and community groups to raise funds and develop a high-quality educational program tailored to Fresno’s youth in connection with Botvin LifeSkills Training. Botvin’s LifeSkills Training (LST) program is an exemplary and comprehensive youth development program with a track record of successfully reducing drug use by up to 75%. Its effectiveness has been recognized by the National Institute on Drug Abuse, the Office of National Drug Control Policy, the U.S Department of Education, American Medical Association, American Psychological Association and Centers for Disease Control and Prevention, among others. The LST program covers drug resistance skills, social skills, and self management skills and includes specific training resources for elementary, middle school, and high school students and for parents. TAT will provide funding for LST program materials and LST provider training sessions to educate youth leaders on prevention education activities and teaching strategies. While we feel LST is a standout program, we will consider supporting other in- school substance abuse prevention programs which may be a better fit for the local community. Provide Resources, Mentorship, and Alternatives: Support Community Mentorship and Extracurricular Activities Youth who are actively engaged in community- based extracurricular activities like clubs and sports are much more likely to stay in school and stay away from drugs. TAT will work with the Fresno Police Activities League (PAL) to provide funding for PAL extracurricular and athletic programs, which foster leadership skills and reduce juvenile crime. PAL provides adult and peer mentors to youth, and its programs include a positive law enforcement based component to help youth succeed while understanding the pitfalls of illegal underage cannabis use. Fresno PAL is the perfect partner to help youth understand the legal and academic repercussions of underage cannabis use, while providing extracurricular and life skills. 21 SECTION 7 Educate the Whole Community: Ongoing Education and Events for Parents and Community Members We will encourage adults to keep the conversation about cannabis open. We will host events open to parents, teachers, coaches, etc. to provide materials, information and a safe environment for an open discussion on the topic of youth cannabis use. Talking with youth about cannabis is crucial, because youth are less likely to use cannabis when they have supportive adults and parents in their lives. Our materials will include tools to help adults • Set rules and establish consequences. Youth must know that the adult/s in their lives do not allow cannabis use and that there are consequences if those rules are broken. • Listen. Youth must be allowed to speak their minds and to be heard. When they feel that they’ve been heard, they are more likely to hear what the adults in their lives have to say. • Be optimistic and hopeful. Youth respond well to positivity. By focusing on the good things in young people’s lives and their hopes and goals, adults encourage youth to make decisions that help them achieve their goals. • Always be learning. Cannabis was illegal and stigmatized for so long that many adults never learned or talked about it. Now that it is legal for adult use, it is important for adults to be educated on the basis of cannabis so that they can communicate about it. Youth want facts; adults should be a credible, honest resource to shed light on the potentially harmful effects of underage use. • Remind youth that not everyone is doing it. One of the most powerful facts about underage use is that most young people choose not to use cannabis, and legalization of cannabis for adult use does not increase the likelihood that minors will consume cannabis. • Be open. Adults who use cannabis legally should be clear about why they choose to do so and why they think that minors should not. • Youth are role models. Remind youth that their choices influence their peers, younger students, and siblings. • It’s not a performance-enhancing drug. Explain research showing that regular cannabis use can harm memory, math and reading scores to help youth understand that use may put their futures at risk. Point out that use can also negatively affect their abilities to learn new skills, academic performance, and athletic performance. • Keep finding time to talk. Youth ask questions, and they are observant. Use their questions as opportunities to discuss cannabis, age appropriate use, and how underage use may affect achieving personal future goals. The tools and literature that we develop along these themes will be available at our store free of charge. By enacting a YEPP that reaches youth where they are, provides mentorship, supports extracurricular activities, and educates the whole community, we are confident that we can help educate Fresno’s youth about the potential risks of cannabis use, and help reduce that use. In addition to our YEPP, we will work with the business community and the City to ensure that all cannabis businesses are operating safely. Specifically, we will help prevent youth access to cannabis products together with the City and the Fresno Police Department by • Prohibiting and shutting down unlicensed dispensaries; • Ensuring proper age verification upon entering a dispensary; • Monitoring storefront activity to prevent loitering or other unwanted activity; • Monitoring storefront marketing to ensure that cannabis storefronts are not attractive to minors; • Monitoring digital marketing and social media to make sure it does not target minors; and • Prohibiting false statements or misinformation that misstates the law or the benefits and risks associated with cannabis. 22 SECTION 7 We will also work with stakeholders in the community such as the Fresno Police Department, schools and hospitals, to monitor the effectiveness of the YEPP and make changes to the plan. We will monitor data on minor in possession offenses, driving under the influence offenses, school incidents and suspensions related to cannabis, and cannabis related hospital admissions. This information will help inform us on the impact youth cannabis is having on academics and law enforcement and its prevalence in the community. 7.3 Fresno Community Reinvestment Fund TAT understands the importance of Fresno’s Community Reinvestment Fund to support local social equity cannabis businesses. In addition to the 1% gross we have set aside to fund our Community Benefit Plan, we have allocated 0.5% of gross sales to the Community Reinvestment Fund, totaling over cumulatively by 2025. TAT is an organization that does more than simply write a check and walk away. We are truly interested in partnering with the City and supporting its many worthwhile organizations. Our partnership extends to local social cannabis business owners. We seek to create a thriving cannabis industry by helping social equity individuals become cannabis business owners. In addition to the Cannabis Reinvestment Fund, we commit to aide local owners in the following ways: • Retailers Association: Upon being selected to receive a retail cannabis permit in the City, TAT will spearhead the creation of a Fresno Cannabis Retailers Association (CRA) through which fellow cannabis businesses can come together and unite as an industry. We are members of other local cannabis retailers associations in locations where we operate, and work collectively with the other association members to heighten neighborhood security, develop educational materials, and to craft new cannabis legislation. Members of the Fresno CRA, who are experienced cannabis operators will team up with local equity businesses to provide support and guidance. Leveraging the talent and experience of each of its members, the CRA will also offer workshops for future cannabis business owners. • Workforce Development (Teach and Train): As mentioned above, TAT offers a unique workforce development program prior to hiring employees called Teach and Train. The program prepares interested community members for cannabis employment. As a means of extending a helping hand to local equity applicants, we will invite each to attend our workshop. Following our workshop, should any local equity applicants wish to host a workshop of their own, TAT will provide them with assistance in an effort to help them develop their own workforce. • Pro Bono Legal Services: TAT is extremely unique and fortunate to have three licensed lawyers and one JD as part of the ownership and operations team. Courtney Caron and Lauren Fontein specialize in cannabis law, where Larry Artenian focuses in litigation and is a contracts expert. Utilizing our legal expertise, we will offer local equity applicants pro bono legal services in cannabis licensing and general contract principles. Depending on the need, we will offer 1 on 1 sessions or a workshop-style cannabis licensing clinic. • Business Administration Technical Assistance: Operating a cannabis business requires skill and an innate understanding of the rules and regulations governing the industry. While expanding rapidly, the industry is still in its infancy, and best practices are constantly evolving. As experienced operators, TAT can lend a hand to local equity owners by providing business administration assistance in the following ways: 23 SECTION 7 –Standard Operating Procedures - A successful cannabis business must utilize detailed SOPs to ensure that their operations are legally compliant and industry best practices. As we operate several cannabis retail stores, we have streamlined our SOPs over the years. TAT will offer a workshop to local equity owners on SOP drafting, in an effort to give all local equity owners the opportunity to begin operations compliant with the laws. –Distributors - All cannabis products retailed in a licensed retail cannabis store must come from a licensed distributor. Over the years, we have developed excellent relationships with multiple licensed and compliant distributors. TAT will host a meet and greet (virtually if necessary) to introduce local equity owners to distributors, to ensure that local equity owners have access to licensed and tested cannabis products. –Technology Systems - There are many cannabis specific technology and CRM platforms on the market to assist businesses with all aspects of sales and customer messaging. TAT has worked with many over the years and currently utilizes Blaze Retail POS, IheartJane online ordering platform, Springbig CRM platform, and additional data analysis services. TAT will provide guidance to local equity owners to help them select technology partners. TAT’s Executive Team works closely with each of its technology partners to continually implement new features and functionality and can provide a wealth of information on the ways each service will benefit a new cannabis business. Business-to-Business Partnerships ––––– In addition to supporting community, nonprofit groups, and giving to the Community Reinvestment Fund, TAT will benefit the business community of Fresno through partnerships with local businesses. TAT will source services such as construction, staffing, security, hospitality, or interior design locally whenever possible. We have specifically identified the businesses below to partner with us in the following ways: • Frosted Cakery, Hi-Top Coffee, Supreme Donuts, and Piemonte’s Deli - To provide meals for staff appreciation events. • Tower Automotive Repair, OK Car Wash - To provide delivery vehicle repair services and to keep the fleet clean. • La Tienda Guild Thrift Shop, This N That Thriftique and Neighborhood Thrift - As recipients of donations through an in store collection drive • Lounge Essence Events & Rentals - To provide rental equipment for TAT special events (post-COVID). Discount Program ––––– In addition, to promote TAT’s goal of enhancing the arts through cannabis, consumers who provide a receipt from a museum, theater, gallery or cultural event will receive a 10% same day discount at TAT. The following are examples of arts related businesses and organizations that would benefit from our discount program. • Fresno Art Museum, Arte Americas - All featured artists and patrons of Fresno Art Museum and Arte Americas are welcome to a discount at TAT. • Veterans Memorial Museum, Fresno County Historical Museum, Clark Bonsai Collection Shinzen Museum, William Saroyan House Museum, Armenian Museum of Fresno - TAT will provide a discount for patrons of all of these museums • Tower Theater, Good Company Players, Saroyan Theater - All patrons holding a ticket to an upcoming or recent event will receive a discount at TAT. • Studio 74 Art Gallery, Spectrum Art Gallery, Broken Leg Stage & Art Gallery - All patrons of the above studios will receive a discount at TAT. Zoning Inquiry P20-04273 1426 North Van Ness Avenue Page 2 November 19, 2020 The subject property is not located within 800 feet of the property boundary of any of the above-mentioned uses. The subject building meets the separation requirements, per Section 15-2739.B.1.b of the FMC, for a cannabis retail business. 3. Prior to commencing operations, a cannabis retail business must obtain a Cannabis Conditional Use Permit from the Planning and Development Department per Section 15- 2739.N of the FMC. 4. No more than 2 cannabis retail businesses may be located in any one Council District. If more than 14 are ever authorized by Council (more than 2 per Council District), they shall be dispersed evenly by Council District. The subject property is in Council District 1. There are currently no cannabis retail businesses located in Council District 1. This location requirement is satisfied for a cannabis retail business. Please review the entirety of Article 33, Chapter 9 (Cannabis Retail Business and Commercial Cannabis), and Section 15-2739 (Adult Use and Medicinal Cannabis Retail Business and Commercial Cannabis Business) of the FMC to understand other requirements of cannabis retail businesses, including but not limited to, application requirements, signage, etc. This information was researched by the undersigned per the zoning request. The undersigned certifies that the above information contained herein is believed to be accurate and is based upon, or relates to, the information supplied by the requestor. The City of Fresno assumes no liability for errors and omissions. All information was obtained from public records held by the Planning and Development Department. A copy of the Fresno Municipal Code may be obtained by contacting the City Clerk’s office at 559-621-7650. The Fresno Municipal Code may also be searched on the Internet, free of charge, by going to www.fresno.gov. If you have questions regarding this matter, please contact me by telephone at 559-621-8056 or at Robert.Holt@fresno.gov. Cordially, Rob Holt, Planner III Development Services Division Planning and Development Department