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C-20-52 Crescent Conquest LLC Redacted
Applicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-52 Submitted On: Dec 04, 2020 Applicant Kyle Wilkins 559-285-4841 Applicant (Entity) Name: Crescent Conquest LLC DBA: -- Physical Address: 1522 Shaw Ave City: Clovis State: CA Zip Code: 93611 Primary Contact Same as Above? Yes Primary Contact Name: Kyle Primary Contact Title: Wilkins Primary Contact Phone: 559-285-4841 Primary Contact Email: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: Pete Zamboukos Proposed Location Address: 3759 W Shaw Ave 101 City: Fresno State: CA Zip Code: 93711 Property Owner Phone: Property Owner Email: -- Assessor's Parcel Number (APN): 424-021-03 Proposed Location Square Footage: Supporting Information Application Certification 1800 List all fictitious business names the applicant is operating under including the address where each business is located: N/A Has the Applicant or any of its owners been the subject of any administrative action, including but not limited to suspension, denial, or revocation of a cannabis business license at any time during the past three (3) years? No Is the Applicant or any of its owners currently involved in an application process in any other jurisdiction? Yes If so, please list and explain: Non-Storefront Delivery License- San Luis Obispo County, CA Owners Kyle Wilkins and Scott John Van Horn are currently owners in an application for a Non-Storefront Cannabis Delivery License in San Luis Obispo County, CA ( the property is located in the city of Oceano). San Luis Obispo County’s Building and Planning Department has processed their final approval from the building inspector and the state and local license should be issued within the next few weeks. 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. Business Name: Crescent Conquest LLC Application #: C-20-52 CANNABIS BUSINESS PERMIT APPLICATION REVIEW - RETAIL Points Possible All or None Exceptional Good Acceptable Applicant Score Evaluation Notes (Explain each time points are deducted) SECTION 1: BUSINESS PLAN 300 Points Possible for Section 1 Resume: Resumes Provided for All Owners: Score 5 5 5 Resumes Provided in 2-page Format: Score 2 2 2 Education: (select highest academic level among ownership team, cannabis specific education separately) Cannabis specific education/training (accredited)2 2 0 Not described High School Degree Reported: Score 4 4 0 Education unspecified on resumes Bachelor's Degree Reported: Score 6 6 0 Education unspecified on resumes Master's Degree or Higher Reported: Score 8 8 0 Education unspecified on resumes Experience: (among ownership team, select one at highest level) Regulated Cannabis Retail Ownership Experience CA 13 13 13 Regulated Cannabis Retail Experience CA (management level or below): Score 10 10 - Other Retail Business Experience Reported, More than 5 years: or 8 8 - Other Retail Business Experience Reported, Less than 5 Years: Score 5 5 - 1.1 Sub-Total:30 20 Construction Cost Estimate: Construction Cost Estimate Provided: Score 8 8 6 4 4 Very basic, needs detail Construction Contingency Factor Included: Score 6 6 0 not described All Labor, Trades, Materials, Supplies and Permits and other Cost Factors Identified: Score 6 6 4 2 2 Very basic, needs detail Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 0 Not included for construction cost factors Operation and Maintenance Cost Estimates: Operation and Maintenance Cost Estimate Provided: Score 8 8 6 4 4 Very basic, only provides for 1.5 months not 3 All Labor, Trades, Materials, Supplies, Utilities, and other Cost Factors Identified: Score 6 6 4 2 2 Very basic, needs detail Annual Cost Escalators for Operating Costs Provided: Score 6 6 4 2 0 None included Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 3 Based on consultant, auditor and experience 1.2 Sub-Total:50 15 Proof of Capitalization Specific to one or more Owners: Score 5 5 5 Proof of Capitalization Specific to Business Name/Address: Score 5 5 0 not specific Proof of Capitalization Sufficient to Cover Proforma (3 months) and Construction Costs: Score 15 15 15 Certified Audited Financial Report Provided for one or more Owners: Score 5 5 0 not included 1.1 Owner qualifications. Resumes are not to exceed two (2) pages per owner. (30 points possible) 1.2 A budget for construction, operation, and maintenance, compensation of employees, equipment costs, utility cost, and other operation costs.(50 points possible) 1.3 Proof of capitalization in the form of documentation of cash or other liquid assets on hand, Letters of Credit or other equivalent assets which can be verified by the City. (50 Points Possible) Criteria Narrative: Criteria Narrative: Score one of the following for a maximum 20 points: Capital source is 100% liquid (cash in owners bank, no debt obligation)20 20 20 Capital souce is debt obligation (letter of credit/loan from individual or institution) 10 10 - Capital consists of non-liquid assets (i.e. real property)8 8 - Capital consists of a mixture of liquid and non-liquid assets 15 15 - 1.3 Sub-Total:50 40 Three Years of Data Provided: Score 10 10 8 6 8 Needs detail Total Gross Revenue Estimates Provided:3 3 3 Total Gross Revenue by Product Type (flower and manufactured) Identified:3 3 3 Total Personnel Costs Provided:5 5 4 3 4 Has it as just Labor Costs, but then shows separate table breakdown Total Property Rental or Purchase Costs Provided:2 2 2 Total Utilities Costs Provided:2 2 2 Total Cannabis Product Purchase Expense Provided 2 2 2 All Contract Services Identified:2 2 2 Annual Net Revenue Identified:3 3 3 Annual Cost Escalators Identified:4 4 3 2 2 Few costs shown as escalating, no explanations Annual Estimated Sales Tax Payments to State Provided:2 2 2 Annual Estimated Sale Tax Payments to City of Fresno Provided:5 5 Annual Business Tax License and Cannabis Permit Fee Provided:2 2 2 Annual Net Income Provided:5 5 5 Scoring Guidance: full points for realistic figures for all three years. Dock points for severe miscalculations, unrealistic estimates, or providing less than the request three years. 1.4 Sub-Total:50 40 Hours of Operation Provided: Score 5 5 5 6am to 10pm Hours of Operation Provided for all 7 days of the week: Score 3 3 0 Does not specify days of the week Hours of Operation Provided for Holidays: Score 2 2 0 Unspecified Opening and Closing Procedures Provided: Score 10 10 8 6 10 Scoring Guidance: full points for describing information in detail. Dock points for leaving information out or not providing enough detail. 1.5 Sub-Total:20 15 1.6.1 Fully describe the day-to-day operations if your applying for a retail permit: i. Describe customer check-in procedures.20 20 15 10 15 Does not describe how medical MJ recommendations will be verified. II. Identify location and procedures for receiving deliveries during business hours.10 10 8 6 10 iii. Identify the name of the Point-of-sale system to be used and the number of Point-of-Sale locations.10 10 10 COVA, 5 locations 1.6 Daily operations. With as much detail as possible, the Business Plan should describe the day-to-day operations which meet industry best practices. This should include at a minimum the following criteria for each permit type in which you are applying for a permit. (100 points possible) 1.4 Pro forma for at least three years of operation. 1.5 Fully describe hours of operation and opening and closing procedures. (20 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: iv. The estimated number of customers to be served per hour/day.20 20 15 10 15 Did not discuss peak hours v. Describe the proposed product line to be sold and estimate the percentage of sales of flower and manufactured products.20 20 15 10 20 vi. If proposed, describe delivery service procedures, number of vehicles and product security during transportation. (if no delivery service application must state this clearly for full points)20 20 15 10 20 1.6 Sub-Total:100 90 Section 1 Total:300 220 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE 400 Points Possible for Section 2 Description of Commitment to pay a Living Wage provided: Score 10 10 8 6 10 Definition of Living Wage Provided: Score 5 5 4 3 5 Living Wage Defined as Greater than Minimum Wage: Score 5 5 5 2.1 Sub-Total:20 20 Wages and Salary CCB Entry-Level Hourly Wage Greater than Minimum Wage 5 5 5 starting wage CCB Entry-Level Annual Salary Greater than Median Household Income ($50,432)5 5 0 Health Care Benefits CCB Offers Medical Coverage to All Employees: Score 5 5 5 CCB Offers Dental Coverage to All Employees: Score 3 3 3 CCB Offers Vision Coverage to All Employees: Score 3 3 3 CCB Offers Health Reimbursement Account for Qualified Medical Expenses: Score 1 1 0 Employee Pays $0 for Employee Medical Premium: Score 3 3 Employee Pays $0 for Employee Dental Premium: Score 2 2 Employee Pays $0 for Employee Vision Premium: Score 2 2 Employee Pays less than $500 per month for Family Health Care Coverage (Medical, Dental, Vision): Score 2 2 2 Employer pays 80% of premium Leave Benefits Number of Paid Vacation/PTO Days Per Year: (10+ days = excep; 6-9 days = Good; 3-5 days Acceptable)5 5 4 3 5 Number of Paid Holidays Per Year: (10 or more paid holidays = excep; 4-10 = Good; 1-3 Acceptable)5 5 4 3 0 unspecified Number of days paid time off for Sick/Medical time: (7+ days= Exceptional, 4-6 days = Good, 3 days = acceptable (8 hour day))5 5 4 3 5 Retirement Offers employee retirement plan 2 2 2 Offers company match for employee retirement plan 2 2 2 3% match 2.2 Sub-Total:50 32 Criteria Narrative: Criteria Narrative: Criteria Narrative: 2.1 Describe whether the Commercial Cannabis Business is committed to offering employees a Living Wage. (20 points possible) Scoring Guidance: https://livingwage.mit.edu/counties/06019 2.2 Briefly describe benefits provided to employees such as health care, vacation, and medical leave, to the degree they are offered as part of employment. (50 points possible) CCB Provides Tuition Reimbursement for Certificates: Score 3 3 3 Offered but amount not described CCB Provides Tuition Reimbursement for associate degrees: Score 3 3 3 Offered but amount not described CCB Provides Tuition Reimbursement for bachelor's degrees: Score 3 3 3 Offered but amount not described CCB Provides Tuition Reimbursement for master's degrees: Score 3 3 3 Offered but amount not described CCB Provides Tuition Reimbursement for Specialized Commercial Cannabis Business Operations Training: Score 3 3 3 Offered but amount not described CCB Offers General Training for Health and Safety, Workplace Environment, Customer Service, etc. 5 5 4 3 5 2.3 Sub-Total:20 20 General Recruitment Plan Provided: Score 10 10 8 6 10 Social Policy Recruitment Plan Provided: Score 10 10 8 6 6 Makes commitment but does not describe strategies to meet. Recruitment Plan Includes Demographic Data for District, City or County: Score 10 10 8 6 6 Describes census tracts but no other demographic statistics. Recruitment Plan Includes List of CBOs, Non-Profits and Public-Agency Hiring Partners: Score 10 10 8 6 6 Named some hiring partners in workforce plan Recruitment Plan Includes Hiring Targets (percentages) by Demographic Groups: Score 10 10 8 6 8 Commits to FMC exceeding FMC targets but does not describe additional demographic hiring targets 2.4 Sub-Total:50 36 Owners Number of Owners:2 Number of Owners that live within the City of Fresno:1 Number of Owners that live in the County of Fresno:1 Number of Owners that Own a Business in the City of Fresno:1 51%+ ownership interest percent of the Owners live or own a business in the City: Score 80 80 80 51%+ ownership interest percent of the Owners live or own a business in the County: Score 40 40 - Less than 50 percent equity of the Owners live or own a business in the City (If no owners are local, score zero)20 20 - Managers Number of Managers (salaried, non-owners) Number of Managers that live in the City of Fresno: Number of Managers that Own a Business in the City of Fresno: 100 percent of the Managers live or own a business in the City: Score 20 20 20 75 to 99 percent of the Managers live or own a business in the City: Score 15 15 - 50 to 74 percent of the Managers live or own a business in the City: Score 10 10 - Less than 50 percent of the Managers live or own a business in the City: Score 5 5 - Criteria Narrative: Criteria Narrative: Data, non-scored. Write response in Evaluation Notes column. Data, non-scored. Write response in Evaluation Notes column. IF full points achieved for Ownership category, don't score managers. Section is total of 80 points possible. 2.3 Describe compensation to and opportunities for continuing education and employee training.(20 points possible) 2.4 Describe the Commercial Cannabis Business plan to recruit individuals who meet the criteria listed in the Social Policy Section 9-3316 (b) (1) of the Fresno Municipal Code (FMC) and the percentage of local employees it hires. (50 points possible) 2.5 Describe the extent to which the Commercial Cannabis Business will be a locally managed enterprise whose owners and /or managers reside within or own a commercial business within the City of Fresno, for at least one year prior to March 2, 2020.(80 points possible) 2.5 Sub-Total:80 80 Responsibilities Described for All Titles/Positions: Score 20 20 15 10 20 2.6 Sub-Total:20 20 Does CCB have more than five employees: 5 5 5 CCB has signed a peace agreement: Score 5 5 5 2.7 Sub-Total:10 10 Work Force Plan Provided: Score 10 10 8 6 10 Commitment to Local Hire Provided:10 10 8 6 10 Commitment to Offer Apprenticeships Provided:10 10 8 6 8 Available for employees only: budtender, management Commitment paying for continuing education provided 10 10 8 6 10 Description of commitment to paying a living wage provide. (Score same as sec. 2.1)10 10 8 6 10 2.8 Sub-Total:50 48 CCB is willing to serve as Social Equity Business Incubator: Score 100 100 80 60 100 Mentorship and Training: Score yes Equipment Donation: Score Shelf Space: Score yes Legal Assistance: Score Finance Services Assistance: Score Other Technical Assistance: Score 1% to FCRF Scoring Guidance: full points for willingness to serve with detailed plan offering at least three aspects mentioned above or of similar benefit. Less points for willingness to serve but vague or unclear commitment. Zero points if there is no clear commitment to serve as Incubator. 2.9 Sub-Total:100 100 Section 2 Total:400 366 Criteria Narrative: Criteria Narrative: 2.9 Describe whether the business is willing to serve as a Social Equity Business Incubator by offering support to local cannabis social equity businesses in the form of mentorship, training, equipment donation, a percentage of shelf space dedicated to Fresno equity business products, legal assistance, financial services assistance, or other technical assistance support.(100 points possible) Criteria Narrative: Data to inform score on first line of this section. Write response in Evaluation Notes column. 2.8.3. Commitment to pay a living wage to its employees 2.6 Describe the number of employees, title/position and their respected responsibilities.(20 points possible) 2.7 Describe whether the CCB has five (5) or more employees and whether it has signed a labor peace agreement allowing employees to unionize without interference. (10 points possible) 2.8 Provide a workforce plan that includes at a minimum the following provisions: (50 points possible) 2.8.1. Commitment for 30% of employees to be local hires; the business must show that it has either hired or made a good faith effort to hire bona fide residents of Fresno who have not established residency after the submission of an application for employment with the applicant/permittee. 2.8.2. Commitment to offer apprenticeships and/or compensation for continuing education in the field; and Criteria Narrative: Criteria Narrative: SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN 300 Points Possible for Section 3 CCB will document complaints (time of complaint, nature of complaint, resolution of complaint): Score 10 10 8 6 8 Needs more detail CCB will established a dedicated contact person to receive complaints: Score 10 10 10 CCB will establish a dedicated phone number to receive complaints: Score 5 5 5 CCB will establish a dedicated email address to receive complaints: Score 5 5 5 CCB will establish a response time standard for returning complaint calls and emails: Score 5 5 5 CCB will schedule or participate in periodic community meetings to engage with residents about the CCB operation: Score 10 10 0 Info not provided Other measure unique to business (i.e. website complaint form)5 5 0 Info not provided Scoring Guidance: full points for detailed proactive plan addressing all aspects mentioned. Dock points for leaving out aspect, vagueness, or reactive plans. 3.1 Sub-Total:50 33 CCB will maintain a listserv of community residents to update and information residents of business operations. 10 10 0 Info not provided CCB will schedule or attend periodic community meetings (at least annually) to engage with residents about the CCB operation: Score 10 10 0 Info not provided CCB will prepare a community outreach and engagement plan: Score 50 50 40 30 30 Needs more detail CCB will issue periodic Newsletters to community providing information about CCB operations 10 10 0 Info not provided CCB will hire residents from the community work at the CCB: Score 20 20 0 Info not provided Scoring Guidance: full points for detailed proactive plan. Dock points for leaving out aspect, vagueness, or reactive plans. 3.2 Sub-Total:100 30 CCB has identified sensitive receptors to nuisance odors in vicinity of business operations: Score 5 5 5 Stated in Section 3.6 CCB has prepared a nuisance odor control plan: Score 10 10 8 6 10 Stated in Section 3.5 Nuisance odor control plan identifies locations where fugitive emissions may exit the premise boundary: Score 5 5 5 Stated in Section 3.5 Nuisance odor control plan describes specific odor control measures to reduce fugitive emissions exiting the premise boundary: Score 5 5 5 Stated in Section 3.5 CCB has established an odor reporting system: Score 5 5 5 Stated in Section 3.1 CCB will install a nuisance odor monitoring system: Score 10 10 10 Stated in Section 3.1 3.3 Sub-Total:40 40 Criteria Narrative: Criteria Narrative: Criteria Narrative: 3.1 Describe how the CCB will proactively address and respond to complaints related to noise, light, odor, litter, vehicles, and pedestrian traffic.(50 points possible) 3.2 Describe how the CCB will be managed to avoid becoming a nuisance or having impacts on its neighbors and the surrounding community.(100 points possible) 3.3 Describe odor mitigation practices.(40 points possible) 3.4 Identify potential sources of odor. (10 points possible) CCB has identified the potential sources of nuisance odors for the business operation: Score 10 10 8 6 10 Scoring Guidance: full points for detailed proactive plan. Dock points for vagueness or reactive plans. 3.4 Sub-Total:10 10 Nuisance odor control plan describes specific odor control equipment: Score 10 10 8 6 10 Nuisance odor control plan describes specific odor control measures/techniques: Score 10 10 8 6 10 Odor control measures are identified for different nuisance odor sources: Score 10 10 10 3.5 Sub-Total:30 30 Nuisance odor control plan describes the operation, monitoring, and maintenance requirements for odor control measures: Score 10 10 10 Nuisance odor control plan describes the staff training required for system operations, maintenance, repair, and troubleshooting.10 10 10 3.6 Sub-Total:20 20 CCB has identified the sources of waste generated by the business operation: Score 10 10 10 CCB has prepared a source-separation plan to segregate different sources of waste generated by business operations: Score 10 10 10 The source-separation plan identifies policy, procedures, and locations where different sources of waste are to be collected for disposal: Score 10 10 8 6 10 The source-separation plan describes specific measures to control the collection and disposal cannabis waste: Score 10 10 10 The name of licensed cannabis disposal company provided: Score 10 10 10 3.7 Sub-Total:50 50 Section 3 Total:300 213 SECTION 4: SAFETY PLAN 300 Points Possible for Section 4 Safety Plan Prepared by Consultant: Score 10 10 10 Safey Plan Assessed by Consultant: Score (if prepared by, also give points for assessed by)10 10 10 Safety Plan Prepared for CCB Address (specific proposed location): Score 10 10 10 Safety Plan includes Site Plan of Premise: Score 10 10 10 Safety Plan includes Building Layout Plan: Score 10 10 10 Criteria Narrative: 3.7 Describe the waste management plan. (50 points possible) 4.1 The Safety Plan shall be prepared and/or assessed by a professional fire prevention and suppression consultant. (50 points possible) 3.5 Describe odor control devices and techniques employed to ensure that odors from cannabis are not detectable beyond the permitted premises. (30 points possible) 3.6 Describe all proposed staff odor training and system maintenance.(20 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: 4.1 Sub-Total:50 50 Written Accident/Incident Procedure Provided: Score 20 20 15 10 20 Procedures Address Multiple Accident/Incident Scenarios: Score 10 10 8 6 0 not mentioned Total Number of Scenarios Described: Score 0 Active Shooter Incident Described: Score 10 10 0 not mentioned Robbery Incident Described: Score 10 10 0 not mentioned 4.2 Sub-Total:50 20 Evacuation Plan Provided: Score 20 20 15 10 20 Adequate Number of Evacuation Routes Identified: Score 20 20 15 10 20 Evacuation Route Distance to Public Right of Way: Score 10 10 8 6 10 4.3 Sub-Total:50 50 Location of Fire Suppression System Elements Identified: Score 10 10 10 Type of Fire Suppression System Elements Identified: Score 20 20 15 10 20 Location of Fire Extinguishers Identified: Score 10 10 10 Adequate Number of Fire Extinguisher Locations Identified: Score 10 10 8 6 10 4.4 Sub-Total:50 50 Written Procedure for Fire Emergencies Provided: Score 20 20 15 10 20 Written Procedure for Medical Emergencies Provided: Score 20 20 15 10 20 Cardiac Arrest Medical Emergency Described: Score 20 20 15 10 0 not mentioned Gunshot Wound Medical Emergency Described: Score 20 20 15 10 0 " Other Medical Emergency Conditions Described: Score 20 20 15 10 0 " 4.5 Sub-Total:100 40 Section 4 Total:300 210 SECTION 5: SECURITY PLAN 300 Points Possible for Section 5 Security Plan Prepared by Consultant: Score 10 10 10 Security Plan Assessed by Consultant(if prepared by, also give points for assessed by): Score 10 10 10 Security Plan Prepared for CCB Address (specific proposed location): Score 10 10 10 Security Plan includes Site Plan of Premise: Score 10 10 0 No site layout within this section Security Plan includes Building Layout Plan: Score 10 10 10 4.3 Describe evacuation routes. (50 points possible) 4.2 Describe accident and incident reporting procedures. (50 points possible) Criteria Narrative: 4.5 Describe procedures and training for all fire and medical emergencies.(100 points possible) 5.1 The Security Plan shall be prepared and/or assessed by a professional security consultant.(50 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: Criteria Narrative: 4.4 Location of fire extinguishers and other fire suppression equipment. (50 points possible) Data-write response in Evaluation Notes Column 5.1 Sub-Total:50 40 Premises (Security) Diagram Provided: Score 20 20 15 10 20 Diagram is drawn to correct scale: Score 5 5 5 Diagram provides required details for premise: Score 5 5 5 Diagram shows the location of all security cameras: Score 5 5 5 Descriptions of activities to be conducted in each area of the premise 5 5 5 Limited-Access Areas Clearly Marked: Score 5 5 5 Number and Location of All Security Cameras Identified: Score 5 5 5 5.2 Sub-Total:50 50 Intrusion Alarm and Monitoring System Identified: Score 15 15 15 Name and Contact Information for Monitoring Company Provided: Score 5 5 5 Total Points of Entry into Premise Identified: Score 5 5 5 All Points of Entry to be Alarmed Identified:5 5 5 Type of Alarm Identified (motion, infrared, glass break, etc.): Score 10 10 10 Backup Power Supply Identified: Score 10 10 10 5.3 Sub-Total:50 50 Written Cash-Handling Procedure Provided: Score 30 30 20 15 20 Dual-Custody is Practiced for all cash handling: Score 10 10 0 Not mentioned for ALL cash handling Video Surveillance Used to Monitor All Cash Handling: Score 20 20 20 Armored Car Service Used for Bank Deposits: Score 10 10 10 All Cash Deposited weekly with Bank: Score 10 10 0 No mention Onsite Vault Provided to Secure Cash Prior to Bank Deposit: Score 20 20 20 5.4 Sub-Total:100 70 5.2.3 Description of cannabis activity that will be conducted in each area of the premise. Commercial cannabis activities that must be identified on the diagram/site plan may include but are not limited to the following if applicable to the business operations; storage areas, batch sampling areas, loading/unloading of shipment areas, packaging and labeling, customer sales areas, training areas, employee break room areas, extractions, infusions, processing, and testing areas. 5.2.4 Limited-access areas, defined as areas in which cannabis goods are stored or held and only accessible to permittees, or its employees or contractors and areas used for video surveillance monitoring and storage devices (Pursuant to CCR Title 16, Division 42, §5000 (m) Limited-Access Area and §5042 Limited-Access Area. 5.2.5 Number and location of all video surveillance cameras. (50 points possible) 5.4 Briefly describe cash handling procedures which covers day to day transactions with customers, vendors armor carrier vehicles and transporting it to the bank.(100 points possible) 5.5 Discuss whether the CCB will utilize the services of on-site security guards. Include in the discussion: (50 points possible) 5.5.1 Number of guards. 5.5.2 Hours guards will be on-site. 5.3 Identify intrusion alarm and monitoring system including the name and contact information for the monitoring company (if the company has been selected).(50 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: 5.5.3 Locations at which they will be positioned. 5.2 Premises (Security) Diagram. In addition to diagrams submitted for other sections of the application, applicants are expected to submit a premises diagram (or site plan) which, focuses on the proposed security measures and how they relate to the overall business. (Pursuant to CCR Title 16, Division 42, §5006. Premises Diagram). 5.2.1 The diagram shall be accurate, dimensioned and to scale (minimum scale ¼"). The scale may be smaller if the proposed location exceeds more than a 1/2-acre parcel but must not be printed on larger than an 11" x 17" sheet of paper. (Blueprints and engineering site plans are not required at this point of the application process) 5.2.2 The diagram must be drawn to scale and clearly identify property boundaries, entrances, exits, interior partitions, walls, rooms, windows, and doorways. The activity in each room and the location of all cameras must be identified in the diagram. CCB will use onsite security guards: Score 10 10 10 All onsite guards will be licensed and bonded: Score 10 10 0 No mention of being bonded All onsite security guards will be licensed to carry firearms: Score 10 10 10 Onsite security guards will be on duty before CCB opens for business: Score 10 10 0 No mention Onsite security guards will be on duty after CCB closes for business: Score 10 10 10 5.5 Sub-Total:50 30 Section 5 Total:300 240 Section 1: Business Plan Total Points:300 220 Section 2: Social Policy & Local Enterprise Total Points:400 366 Section 3: Neighborhood Compatibility Total Points:300 213 Section 4: Safety Plan Total Points:300 210 Section 5: Security Plan Total Points:300 240 Total Points Achieved:1600 1249 78.06% TOTAL SCORE Criteria Narrative: 5.5.4 Guards' roles and responsibilities. City of Fresno Commercial Cannabis Business Permit Application EvaluationBusiness Name: Crescent Conquest LLC Application # C-20-52 Score 1 Score 2 Score 3 Average% Phase III Points Possible Phase III Points Actual Phase II Points Possible Phase II Points Actual Total Score Section 1: Business Plan 80%92%95%89.00%300 267.00 300.00 220 487 Section 2: Social Policy 80%90%98%89.33%500 446.67 400.00 366 812.67 Section 3: Neighborhood 82%91%90%87.67%300 263.00 300.00 213 476 Section 4: Safety 80%88%90%86.00%300 258.00 300.00 210 468 Section 5: Security 80%92%95%89.00%300 267.00 300.00 240 507 Section 6: Location 82%85%95%87.33%200 174.67 -0 174.67 Section 7: Community Benefits 80%93%95%89.33%500 446.67 -0 446.67 Total Score (points)2400 2123 1600.00 1249 3372 Total %84.30% Crescent Conquest LLC Crescent Conquest LLC - 1524 Shaw Ave. Clovis, CA 93611 November 27, 2020 Within one year of receiving a license to operate as a commercial cannabis business, Applicant will require and pay for one supervisor and one employee to successfully complete a Cal-OSHA 30-hour general industry by an OSHA Training Institute Education Center to provide the course. FMC 9-3316(c). ____________________________ Kyle WilkinsKyle Wilkins Owner Crescent Conquest LLC ____________________________ SJ Van Horn Owner Crescent Conquest LLC DocuSign Envelope ID: EC1D1356-147F-44A9-BFF3-A9C08FF90789 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 Kyle Wilkins, Crescent Conquest LLC 2nd December DocuSign Envelope ID: 97A68862-1781-44EC-A6C8-6C3FB7C17D06 1522 Shaw Ave, Clovis, CA 93611 ________________ ________________ INITIALS INITIALS ©2017 AIR CRE.All Rights Reserved.Last Edited:11/18/2020 12:01 PM AACL-1.02,Revised 06-10-2019 Page 1 of 2 1.ASSIGNMENT OF LEASE For valuable consideraƟon,the receipt and adequacy of which are hereby acknowledged,Ale Yarok,LLC ("ASSIGNOR")hereby assigns and transfers to Crescent Conquest LLC ("ASSIGNEE")all of ASSIGNOR's right,Ɵtle and interest in and to that certain Lease dated October 16, 2019 ,by and between ASSIGNOR and Pete Zamboukos ,as Lessor,covering those certain Premises located at (street address,city,state,zip) 3759 W Shaw Ave Fresno,CA 93711 and as is more parƟcularly described in such Lease. This Assignment shall be effecƟve:November 18,2020 .Signatures to this Assignment accomplished by means of electronic signature or similar technology shall be legal and binding. In addiƟon,ASSIGNOR hereby transfers to ASSIGNEE all of ASSIGNOR's interest in and to any security or other deposits paid to Lessor under the terms of such Lease. Dated:11/12/2020 2.ASSUMPTION OF LEASE Assignee acknowledges that it has inspected the Premises and reviewed the Lease and Assignee hereby accepts the foregoing Assignment and assumes and agrees to be bound by and perform all obligaƟons of the Lessee pursuant to the Lease arising on or aŌer the date of this Assignment and to abide by all of the terms,provisions, covenants and condiƟons of the Lease. Dated: ASSIGNMENT AND ASSUMPTION OF LEASE AND CONSENT OF LESSOR Ale Yarok,LLC By: Name Printed:Aaron Herzberg Title:Manager By: Name Printed: Title: Assignor Crescent Conquest LLC By: Name Printed:Kyle Wilkins Title:Manager By: Name Printed: Title: Assignee 3.CONSENT TO ASSIGNMENT Lessor hereby consents to the foregoing Assignment and AssumpƟon of the Lease.It is understood and agreed,however,that the foregoing consent is not a waiver of Lessor's right to consent to or impose restricƟons upon any future assignment or subleƫng.In addiƟon,this assignment does not release Assignor from liability for any of the obligaƟons of the Lessee under the Lease. Dated:Pete Zamboukos By: Name Printed: Title: By: Name Printed: DocuSign Envelope ID: C6F19AD6-AB37-4063-BE9F-DB8A61DB8322 ________________ ________________ INITIALS INITIALS ©2017 AIR CRE.All Rights Reserved.Last Edited:11/18/2020 12:01 PM AACL-1.02,Revised 06-10-2019 Page 2 of 2 Title: Lessor ATTENTION:NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL SUFFICIENCY,LEGAL EFFECT,OR TAX CONSEQUENCES OF THIS ASSIGNMENT OR THE TRANSACTION TO WHICH IT RELATES.THE PARTIES ARE URGED TO: 1.SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS ASSIGNMENT. 2.RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO:THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,THE ZONING OF THE PROPERTY,THE STRUCTURAL INTEGRITY,THE CONDITION OF THE ROOF AND OPERATING SYSTEMS,AND THE SUITABILITY OF THE PREMISES FOR ASSIGNEE'S INTENDED USE. WARNING:IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,CERTAIN PROVISIONS OF THE ASSIGNMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED. AIR CRE *hƩps://www.aircre.com *213-687-8777 *contracts@aircre.com NOTICE:No part of these works may be reproduced in any form without permission in wriƟng. DocuSign Envelope ID: C6F19AD6-AB37-4063-BE9F-DB8A61DB8322 DocuSign Envelope ID' F6F7162A-BEAD-4426-8AF5-42D9E49E5E1(i AIRCR": STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET 1. BaiicPnovisionsl'aBaiicPiovisions" 1.1 Paru eS. ThlS Lease ("Lease"), dated fOT refete nce puTpOSeS Only QC tube r 16, 2 019 , iS made by and betwee n Pe T e ZambOu kOS "leg!Or"i and Ale ya rO k, LLC & / Or ASSlq nee ("Lessee")< [collechvely the "Panted", at in diVidiiall7a "party" 1.2(a) Premises: That Ce dain real pTOpeTty0 including all impmVementS therein Or to be ptOVided ly LesStit under the teTmS OfthiS Lease, COmmOnlV knOWn a5 istteet addTeSS, unit/Sulte, City. State): 37 5 9 W ShaW AVe Fre SnO, CA 93711 ("PTemiSeS") The PtemiSeS ate located in th@ County 01 F re s no , and are generally deictibed as (descrlbe brlefly the nature ol the Premiies and the "%lect"): + / - 1, 8 0 0 S quare Fee t o f Ret a 1.1 Sp a Ce . In ad di5 0n tO Lessee's n@htS tO use and occupythe ptemiies aS heielnaf!er specified, Lessee Shall haVe non-exduiive rights to any uhlityracewayi of the buildlng containing the Premises ("Building" ) and to the Common Aieai (as defined in Paragraph 2.7 below), but shall not have any rights to the mof,or eXteTiOT WallS Of the BUildlng or tO any OtheT buildings in the Praied. The premise4 thti Building5 the Common ATeaS, the land upon WhiCh th ey aTe lOCated, HIOngwith all otherbuildings and improvements thereon, are hetem collechvely iefened to as the "Project.'a (See also Paragraph 2) i.z(b) Parking: Approximately 44 unreserved vehicle parkingipaces. ISee also Paragraph 2.6) Tenant can expand gravel area in the backfor extra parl<ing at Lessee's expense if needed. 1.3 Term: Entitlement Period + 5 yearsand months("OriginalTerm")commencing December 1, 2019 "CommencemenlDate") and ending 5 VearS from EXplratiOn Of Entitlement Period l"EXpirati0nDate"). (See alSO Patagraph3) See Paragraph 50. 1.4 Early %ssession: Ifthti PnemlSe5 ate available LetSeti mail haVe non-eXCIUSiVe pOS5eSSi0n Ofthe PremiSeS COmmenCing l ("Early POSSeSSiOn J If thlt box is checked, there are provisions in this Lease For the Base Rent to be adjusted. See Paragraph 1.6 Lessee's Share of Common Area Operating Expenses: percent % %) ('Lessee's Share"1. In the event that the size ofthe Premlses 1.8 Agreeduse: General office arid retail use arid all carinabis uses pursuant to valid City of Fresno and State of Calif:ornia Licenses. No cannabxs business activity shall be conducted on the Premises i.intil all such licenses have been obtained and proof thereof rovided to Lessor . lSeealsoParagtaph 6) l."l Insuiing Party. Lessoi is the "lnsuring l'arty". ISee also Paragraph B) 1.10 Real Estate Brokers. (See also Paragraph 15 and 25) (al Representation. Each Par§ acknowledges receiving a DiSClosut'e Regarding Real Estatt Agency Rela5onihip, COnhTmS a nd conse ntS tO the fOllOWingagency relahonships in this Lease with the following real estate brokers l"Broker(sl"l and/or their agents l"Agsntls} Lessor's Brokerage Firm Cushman & Wa ke fl e l d License No. Lessee and Leiiot idual agent). LeSSOT'SAgent Terrl GlOVaCChlnl LiCenseNo. both the Lesseeas Agent and the Lessoras Agent Id ual agent). Is the broker of [check one): [-] the Leiior; or V- both the is(checkone)' [ theLessor'sAgent(salespersonorbrokerassociate);or % Lessee's Bnokera@e Firm agent). License No.Is the broker o( Icheck one): [21 the Lessee; or la both the Lessee and Lessoi (d ual LesieeasAgent LicenseNo. Agent and the Lessoras Agent Idual agent). ib) Payment to BTOkeis. Upon eXeC+i5 0n and deliVery Of thiS Leaie by bath Parties, LeSSOt Shall pad tO the BTOkeTS the brokerage fie e agreed to in a separite written agreement (tit if there is no such agreement. the ium of % of the total Base Rentl for the brokerage services rendered% the (lrokers. 1.11 Guarantor. Tm obligatlons Of the Lessee under thiS Leaie aTe tO be guaranteed bq Aa r (ln Her Zbe r q and S (! COnd Gua r an tar TBD l"Guarantoi"). (See also %tagraph 37) 1.12 Attachments. Attached hetetO aTe the fOllOWing, all Of WhiCh constltute a part oT thiS Lease: 7is (check one). the tesiee's ogent (salespetson or broker aiiociate); or Z both the tessee'i anAddendum consistlngof Paragraphs 50 through 61 (C 2019 AI R CRE. All Rights Reseived. MTN-26.22, Revised 06-10-2019 Last Edited: +i/is/;oig 9:53 AM Page 1 of 17 [)ocuSign Envelope ID: F8F7'l 16 € a ffite plan depicting the Premises; JII site plan depictlng the Project; ffil CuTTent Set Of the RuleS and Regulahions Tor the PTOiecti -Lj a cuttent set of the Rules and Regulations adopted bil the owneri asiociatlon; € a Work Letter, Xother(specifyl' Option to Extend; Guarant5i of Lease 2. Premises. 2.1 LetHngi LetSOT Hetely LEASES tO Lesiee, and Leisee hereby maseS foam LeSSor. the PTemlSe51 JOT the term. at the Tental and upon all O{ the tarmS,covenants and condihons set fonh in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises forpurposes of comparlson, the Base Rent stated herein is NOT tied to square foojage and is notsubject to adjustment ihould the actual size be determined to bedifferent. NOTE: Lessee it advised to verify the adual size prior to executing thii Lease. 2.2 Condition. Lessor shall deliver that pomon of the Premises contlned within the Building i"Unit") to Lesiee broom clean and free ol debris on theCommencement Date or the Early Posiessian Date, whichever first occurs ("Start Date"1, and, so long as the tequited seivice contracts described In %agraph 7.llb)belOW a(e obtained by LeSSee and in effed Within }Hitty da7j TOllOWing the Start Date, WaTrantS that khe eXiSting elec!t'ical, plumbmg, fne sprinkler, lightlng, heatlng.ventilahng and alt conditioning systems ("HVAC"), loading dooi's, sump pumps, if any, and all other such elements in the unit, other than those consttuded by Lessee,shall be m good operah'ng condltlon on said date, that the structural elementi of the T00{, bearing walls and Toundation of the Unit shall be free of material defecks, and that the Unit does nat contain hazardous levels of any mold or fungi defined as toxic undei applicable state or federal law. l{ a non-compliance with such waiTantV eXiStS aS Of the Start Datl, (T if OIN! Of SuCh S'/Stemt Or element! Should malfunC5on CF fall within the appropriate watran5/ peTiOd, LeSSOt Shall, aS LeSSOT'5 Sale obligation With rtiSpect tO suCh mattg eXCept aS Otherwise pTOVided in thiS LeaSel promptly after }eceipt Of Written n05Ce ltOm LeSsee SeTh ng larch Withspeciflcity the nature and extent of such non-compliance, malfunchon or failure, rechfy same at Lesiot's expense. The warranty periods ihall be as follows: (l) 6 months as to the HVAC systems, and liil 30 days as to the iem;iining systems and other elementi oT the Unit. lf Leisee does not give Lesior the requlied notice withinthe apptoprlate warranty period, correctton of any such non-compliance, malfunchon or failure shall be the obli@ahon of Lessee at Lessee's sole cost and expense (except for the repaits to the fu'e sprinkler systems, roof, foundahons, and/or bearing walls - see Paragraph 7). Lessor ako warrants, that unless otherwise specifled in Wtiiing, LeSSor IS unaware Of ii) any (eCOtd@d N OtiCeS ofDeTault attecbng the premise; iii) any delinquent amounts due under any 10an secured by the premises; andliii} any bankruptcy pioceedinB affet5ng the Premises. 2.3 Compliance. Lesior warrants that to the best of its knowledge the improvementi on the Premises comply wlth the building codei, applicable laws, COVenant.i Or TeStrictlOni Of TeCOffd, legUlatl TINS, and OTdinanceS i"AppliCable Requkements") that Were in effect at the tlme that eaCh ImpmVement, OT pat-l'iOn theTeOf, Wag COnSttucted. Said WaTtanty doeS net apply tO the uSe tO WhiCh Lesiee Will put the P}emlSes, mOdiflCatlOnS WhiCh mad be TeqiilTed ly the AmeriCanS WithDisabilities AC! or any similar laws as a result oT Lessee's use (see Paragraph 49), or to any Alterations OT Uhlity Instllations ias defined in Paragraph 7.3(a)) made or iobe made by Lessee. NOTE: Lessee IS responsible 10L deteimining WhetheT Or not the Applicable Requirements, and especially. the zoning are appropriate lOrL5See'S imended use, and aCknOWledgeS that pant USES Of the PTemiSeS ma} n O longer be allowedi If tm Premlses dti net COmply With laid warranty, Lessor shall,except aS Otherwise pmVided, p(omptly affer t'eceipt Dfwtmen notice TTOm Lesiee setbng forth with specificity the nature and extent of luCh non<OmplianCe, tedlTythe same at Legsorai expense. If Lessee does not give Lessor written notlce of a non-compliance with this warranty within 6 months following the Start Date,coirectlon oT that non-compliance shall be the obligahon oj Lessee at Lessee's sole cost and expense. IT the Applioble Requkements ate hereafter changed !O as to TtiqUite during the teTm tfthiS Lease the COnSt}uctitin Ofan addition tO OT an alteia5on Ofthe Llnit, PtemileS and/Or Building. the remedla5on Of any HazaTdOUS SubltanCe, Or the reinforcement OT titheT phySiCal modifiCa5tin 01 the unit. PTemileS and/or Building ("Capital EXpenditure"1. LeSSot and LeSSee Shall Hllacate the Castof such work as follows: (a) Subject to Paragraph 23ic} below, if such Capital Expendltutes ate required as a result of the specihc and unique use of the Premises by Lesiee ascompared wlth uses by tenants in general, Lessee shall be fully responsible for the cost thereoT, provlded, however, that if iuch Capital E+ipenditute is requlred duringthe last 2 years ol this Lease and the cosk thereof exceeds 6 months' Base Rent, Leiiee may instead terminate this Lease unless tessot notltles lessee, in wiitlng, withm 10 days after receipt of Lessee's termination nobce that Lessor has elected to pay the dlfference between the actual cost theteoT and the amount equal to 6 mtinthS' Base Rent. IfLessee eleCts tetminatior5 Lesiee Shall :mmediately Cease the ule Ofthti PtemiSeSWhiCh TequiTeS tuCh Capital EXpendituTe and dellVeT tO LeSltt written notiCe SpeCff7ing a ttiTmina5 0n date at least 90 DADS thetea(teTl 5uCh termmatloii date Shall, h OWeVer4 in nO eVent be eatlierthan the last dad that LeSseecould legally utilize the Premises wlthout commencin3 such Capital Expenditure. (b) IT such Capital EXpenditute is notthe tesult ol the speclhc and unique use of the Premises by Lessee (such as, governmentally mandated seismic mtidiflCa50nS)1 then Le5Sot Shall pay for SUCh Capital EXpendituTe and Lessee Shall Onl7 be Obligated tO pad, eaCh month during the remainder Ofthe term Of thiS LeaseOr any eXtenSIOn theTeOf, On the date that On WhlCh the Base Rent IS due, an amount equal tO 1/144th Of the portion 01 SuCh COstS TeaSOnablV attTibutable tO thePremises. LeSSee Shall pay Inte(tist On the balanCe but may ptepB'l itS GbligatlDn at any 5me. If, hoWeVe}, SiiCh Capital Expenditure iS required tlunng the last 2 7eaffSOf thii Lease OT if Lessor TeaSOnablV determines that it iS net economically feasible to PaV its Sha(e theTetil, LesSOT Shall haVe the Option tO teTminate thiS Leaie upon90 DADS ptloTWTitten n05Cti tO Leiiee unle5S LessBe nOfifi el Lesson, In Wtiting. Within 10 DADS after TeCeipt 01 LeSsoT's teTmlna5+in notlCe that LeSsee Will pad TOT SuChCapital Expenditure. If Lessoi does not elect to terminate, and tils to tender its share of any such Capital Expenditutti, Lessee may advance such funds and deduct Same. with Interest, from Rent untll Lessot's share Of SUCh CDstS haVe been full7 paid. IT tessee iS unable (O hnance LeSSOtaS ShaTe, tiT if the balance Of the Rent dueand payable TOtthti remalndei o{ this Lease iS net suscient tO full7 reimburse Lesiee On an Offset BALLS, Lessee Shall haVe the Tight tti teimlnate this Lease upon 30days written noh'ce to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expendltutei are intended to apply only to non-voluntary, unexpected, and new Applicable Requiiemtin(s. If the Cap'i(al Expenditures are instead triggeted by Lessee as a vesultof an actual OT proposed change in use, change in intensity of use, or m0difica510n kO the PTemiSeS then, and in that eVent, LeSsee Shall either: (:) immediately CeaSti SuCh Changed uSti Or inteniity Of use and/OT take SuCh Other STEPS aS may be neceiiary to eliminate the tsqulrement for such Capital Expenditure. or Ili) complete such Capital Expendlture at its own expense. Lesiee shall not have anytight to terminate this Lease. 2.4 Acknowledgements. Lessee acknowled@es that: lal it has been glven an opportunity to inspect and measure the Premises, (b) :t has been advised byLe5SO( and/ OR BIOketS 40 Sa5Sty itSelfWith respect tO the Side and condihon 01 the premises (indudin@ but not limited ta the electrical. HVAC and tire sprlnkler SYSTEMS, SeCuTity, enViTtinmental aSpecti, and COmplianCe With AppliCable Requirements and the AmetlCanS With Di5abilitieS Act), and khelTSuitability fOT Leisee'iIntended uie, (c) Lesiee has made such inveshgatlon as it deems necessary with reference to such matters and asiumes all responslbility therefor as the same relate (c 2019 AIR CRE. All Rights Reserved. Last Edited: 11/18/2019 9:53 AM MTN-26.22. Revised 06-10-2019 Page 2 of 17 Last Edited: 11/18/2019 9:53 AM DocuSign Envelope 10: F6F7162A-BEAD-4426-8AF5-42D9E49E5E16 PremiseS WaS not matetlal tO Lessee's deCiSiGn tO lease the PttmlSeS and pay thi Rent stated hetem, Bnd if) neither LeSSot, LeSsoi's agents, nor BtDketS haVe matte any Oral or written tepteieniatiOnS tiTWaTran5eS With teSp€Ct to Sald matteTS Other than ai Set fO tth in thiS Leaiei In ad ditiOn, LeSiOT aCkn+iWledgeS that: (i) Brokers haVe made nO tepresentat'onS, pTOmiSeS Or waffanties concerning let!ee's abil% tO hOnOt the Lease Or suitabilit} tO OCCup7 the PtemiieS, and iiii it it LeSSOT'S tale responsibility to investigate the financial capability and/or sultability of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessot in Paragraph 2 shall be of no force or effect if immediately priorto the Start Date Lessee wasthe OWne( (l( tiCCup3nt Ofthe ?temlStg. Itt suCh e'tetit, tessee Shall be Te}pOnSibie far any neCeliary CtiTTeCtiVe vtoTk. 2.6 Vehicle Parking. Lessee shall be enhtled to use the number oT Parking Spaces specifled in Paragraph I 2ib) on thoie porhons ol the Common Areas designaied fmm 5 me to hme by Lessot for parking Lesiee shall not use more parking spacei than said number. Said parking spaces shall be used for parking by VehiCleS nO largerthan (ull-SiZe paSlengeL automobiles Or pick-up trucki, herein called "Permitked Size Vehicles." Lessor may regulate the loading and unloading Of vehicles by adopting Rules and Regulahons as provided in Paragaph 2.9. No vehlcles other than Permitted Size Vehicles may be parked in the Common Area without the poor wtlt!en permission of Leisor. ln addihon: (a) LeSSeeShallnOtpermitorallOWanyVehiCletthatbel0ngt00TateC0niTOlledbyLeSleeOTLe5See'iemployeeS,iupplietS,ShlpperS,cust0mer!, COntTactOIS or inViteeS tO be 10aded. unloadetl OT paTked in a(eaS Other than thOle designated by Le5Sot Tar SuCh aCtiVitltiS. (b) Lessee shall not service or store any vehicles in the Common Ateai. (c) If Lessee permits or allows any of the prohibited activihes described in this l'aragraph 2.6, then Lessot shall have the right, without notice, in addition tO iuCh OtheT Tights and (emedies that it mad hBVe, tO temOVe OT tOW aWa7 the vehicle involved and charge the COSttO LeSiee, WhlCh Cast Shall be Immediatelypayable upon demand by Lessor. 2.7 Common Areas - Definition. The term "Common Areas" is defined as all areai and facilihes outside the Premises and wlthin the exterior boundary line of the Project and inten'or utility raceways and installations within the Unlt that are provlded and designated by the Lesior from tlme to hme for the general nOn-eXClusive USe Of LeSlot, LeSSee and Other tenants Of the Pmiect and theiT TeSpectiVe employtieS0 tupplieTS, ShlppeTS, CustOmettl ContTaCbtS and lnViteeS, includlng parkin g ateaSl loading and unloading areas, $1-agh a/tiaS4 ToofS, rOadWaYS0 W;ilkWa7i, d tlVeWadS and landScaped aTeas. ;.8 Common oieas - Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and inviteesi during the term Of thiS Lease, the non-exdusive rlght to uie, In comm on wlth others enh)led tO SuCh use. the Common Areas aS they eXisi l(am time tO tme, SUbled to any n ghts, pOW eta, and pTiVilegeS reserved bV LtSSor under the TERMS hereof Or under the teTmS Of any TUleS and REGULATIONS OT TeSttiCtiOnS gOVeTning the use of the Project. Under no circumstances shall the rlght herein granted to use the Common Areas be deemed to include the i%ht to store any pitipetty, temporarily OT permanently; in the Common Areas. Any SuCh storage shall be permitked only by the pnor written COnSent 01 LelSOr or LeSSot'S designated agent, WhlCh consent mad be neVOk€d at any fime. In the event that any unauthoriztid storage Shall OCCuT, then LeSSOT Shall haVe the Tight, Without nOffce, in addition to such other rights and Tem edleS that it mad haVe. tO remove tm pTOpetty and Charge the COSt tO Lesteel WhlCh COSt Shall be immediately payable upon demand by LeSSot. 2,!) Common areas - Rules and Regulations. Lessor or such other person(s) as Lessot may appoint shall have the excluiive control and management of the Common Areas and shall have the tight, from bme to time, to eskablish, modify, amend and enforce reasonable rules and regulations l"Rules and Regulationi') for thti managemenl Safety, Cafe. and CleanlineSl OT the GROUNDS, the parking and unloading Of VehiClti5 and the preserVatiOn Of gOOd OTdeT, aS Wtill aS TOTthe COnVenlenCti ol other occupants or tenants ofthe Bullding and the Ptolect and thelt invitees. lessee agrees to abide by and conform to all such Rules and Regulations, and shall use its beat efftittS tO ouse itS employees, suppliers, shippers, customers, COntradotS and invitees tO SO abide and COnfOTm. Le5SOT Shall net be responsible to Lessee Toy the non-compliance with said Rules and Regulations by other tenanti ol the Project. 2.10 Common AieaS -Changes. Iessor shall have the right, In (esioSs sole discrehon, lLOm hme to tlme: ia) To make changei tO the Common AnsaS. Including, Without 11mitahan. changes in the locab on, site, ihape and number oTdiiveways, entrances,parking spaces, parklng areas, loadlng and unloading areas, Ingress, egress, direchon of!taffic, landscaped areas, walkways and utility raceways; lb) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) To designate other land outside the boundaries of the Ptojed to be a pout ofthe Common Areas; ld) To add additional buildings and Improvements to the Common Areas; ie) To use the COmm tin ATeaS Whilti engaged in making additional im ptoVementS, TepaiTS Or alteTa50nS tO the PLO}edt, or any potion lheTeOTi and (f) To do and peform such other acti and make such other changei In, to or with respect to the Common Areas and Pyo%ed as Lessor may, In theexetdse of sound business judgment, deem to be appropriate. 3. Temi. 3.1 Term. The Commencement Date, Expiratlon Date and Original Term of this Lease ate as speciTied in Paragraph 1.3. 3.2 Early Possession. Any provision herein granhng Lessee Early Posiession of the Premises is subject to and condih'oned upon the Premises being avallable for such poisesslon prior to the Commencement Date. Any grant of Early Posiesslon only conveys a non-excluslve right to occupy the Ptemlses. IT Lessee totally (l( pamally occuples the Premises prior to the Commencement Date, the obligation to pay Bate Rent thall be abated for the period oT such Eatly Posseision. All other teim5 0f thiS tease lincluding but net limited tO (he obliga5ons tO pad Lessee's Share 01 Common Area Opera5ng Expenses. Real propetty'taxes and insurance premlums and to maintain the Premises) shall be in effect during such period. Any such Early Possesslon shall not affect the Expiration Date. 3.3 Delay In Possession. Lessor agrees to use iti best commeidally reasonable efforti to deliver possesslon of the Premises to Leisee by the Commencemem Date. If, despite said efforts, LeS}or iS unable tO deliVeT pOSSe5Si0n ly SuCh date, LeSSot Shall net be Subject tO any liabillty th eTe{or, not Shall SuCh failure affect the validity Of thlS Lease OT Change the EXplrahOn Date. Lesiee Shall net, howevet, be Obligated tO pa} Rent Of pert OTm it5 0ther obllHations unhl Lessor deliverspossession of the Premises and any period ol tent abatementthat Lessee would otherwise have enjoyed shall tun from the date of delivery of possesslon and continue for a period equal tO What Lesiee WOuld titherwiSe haV? eiijoVed und €T the TERMS heteot, but minuS any daliS 01 delay caused by the ADS Or OmlsslOni Of Lesseei IT possession iS net deliVeted Wlthin 60 DADS after the Commencement Date, ag the tame mad be extended iindet the letmS Of any WOTk *euet eXeCuted by Pad eS, Lessee mad, at ItS Option. by nobce in WTitng Withln 10 DADS affer the end Of SiiCh 60 dali period, cancel thiS Lease, in WhiCh event the PattieS Shall bedischarged from all obllptfons heteundet. If such written notlce Is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If posseSSiOn tif the Ptemlses iS net deliVeTed Withln 120 DAYS after the Commencement Date, thiS Lease Shall teTmlnate unleSS Other Byeements aTe (eaChed betweenLessor and Lessee, in wihng. 3.4 Lessee Compliance. Leisor ihall not be required to tender posseiiion ofthe Premises to Lessee untll Lessee complies with its obligatlon to provide eVldenCe Of inSu(anCe (Paragraph 8.5). Pending deliVery 01 {uCh eVidenC@4 Lessee Shall be TequiTed tti perform all Of itt obligatlons undetthlS Lease from and afteTthe Siart Date, including the payment 01 Rent, notwithstanding Lesso(s election to withhold possession pending tsceiptof SUCh evidence Of insurance. Fuitheri ff tesiee it Teq Uited bo p eTTorm any OtheT conditions prior to or concurrent With th e Start Date, the Start Date Shall OCCu} but Lessot maV elect tO WlthhOld possesiion unhl suchcondToons are iatls'hed. (e)2019AIRCRE. AllRightsReserved. MTN-26.22, Revised %-10-2819 1NIT1A15 Last Edited: 11/18/2019 9:53 AM Pace 3 of 17 DocuSign Envelope ID F6F71 16 4.1. Rem Defined All monetary obligahoni of Lessee to Lessor under the terms 01 this Lease (except for the Security Deposit) are deemed to be rent ("Rent"). 4.2 COmm On ATea Opetating ExptinseS LeSSee Shall pad tO leiSOT dunng the term hereof, In additi On tO the Bale Rent, Leisee's ShaTe laS SpeCifitid in Paragraph 1.6) Of all COmm On Atea Opera5 ng EXpenseS, aS heteinaTteT dellned, during eaCh Calendar 7eat 01 the term Of thi5 Lease, in aCCtiTdance With the ftilloWing ptoviiions : la) "Common Area Operating Expenies" are defined, Tor purposes ol this Lease, as all coits ielating to the ownership and opei'ahon of the Ptojea, including, but not limited to, the following: (i) The tip eratuon, TepaiT and maintenanCe, in neat< Clean< goad OtdeT and condi5'on , and if ntiCeSsary the teplaCem ent, 01 the fOllOWing: laa) The Common Areas and Common Area Improvements, including parking areas, loading and unloading areas, trash areas, roadways, paTkWa7S, WalkWa7S, dTiVeWa7S, mndSCaped areas, bumpers. inlgatnon sysiemS0 Common Area II@hting faCilitieS, fencei and gates, elevators, roofs, exteriorwalls oT the buildlngi, building systems and roof dralnage systems. ibb) Exteriorsignsand anytenantdirectorlei. Icc) Anyfvetprinkletsy!Items. Idd) All other ateas and improvements that ate within the extenor boundaries of the Project but outside oTthe Premises and/or any other space occupied by a tenant. (il) The cost of water, gas, electricity and telephone to service the Common Areas and any uhllhes not separately metered. (iii) The COSt OftraSh di5pOSal, pelt COntml SetViceS, pmpett7 management, SeCutity seivlces, OWneTS' aSSOCia5'on dUeS and FEES, the cost tti Tepaint the exterior oT any structures and the cost ol any envimnmental inspections. (iv) peservessetasideformaintenance, repakand/oireplacementofCommonAre;ilmptovementsandequipmeni. (v) Real Proper!y Taxes las defined in Paragraph 101 (vi) The cost ol the premiums for the insurance maintamed by Lesiot pursuant to Paragraph 8. (vii) Anydeductlble po$on ofan Insured loss concetningthe Buildingorthe CammonAreas. (Viii) AUditoTS', aCCOuntantS' and at!OmeVS' FEES and Ctists related tO the opera5on. maintenanCel (epalT and TeplaCement 01 the PTOjeCt. 11X) The cast of any capital imptovement to the Bullding or the Project not covered under the provisions of Paragraph 23 provided; however, that Lessor shall alloote the cost of any such capital improvement over a 12 year penod and Lessee shall not be requked to pay more than Lessee's Share of 1/1411th of the cost of such capitl improvement in any given month. Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any hme. ix) The cost of any other services to be provided by Lessorthat are stated elsswhete in this Lease to be a Common Area Operating Expense. (b) Any Common A(ea Operating Expenses and Real property TaX@S that are specifically atiiibutable tO the Unit, the Bullding or tO any Other building in the P(Oled Or tO the operahon. tepaiT and maintenanCe thereof, Shall be allocated entiTelV to suCh Unit, Building, Or OtheT building. However, any Common Area 0 perating EXpenSe5 and Real PTOpetty TaXeS that are net SpeCifically attTibuiable to the BUilding O(tti any OtheT building Of to the OpeTatl On, tepait and maintenanCe thereof, shall be equitably allocated by Leisor to all buildlngs In the Piojed (c) The incluslon of the improvements, facill5es and services set forth in Subpatagraph 4j(a) shall not be deemed to impose an obllgatlon upon Lessor tii either haVe Said impTOVements or faCilitieS or tO p}OVlde thttStt ServiCeS unlelS the Praied alTeady hag the tame, LessoT alTeady pTOVldeS the SeNiCes, O} LeSSOT haS agreed elsewhere in this Lease to provide the same or some of them. (d) Lesiee's Share of Common Area Operatlng Expenses Is payable monthly on the same day as the Base Rent is due hereundet. The amount of such payments shall be based on Lessor's estimate of the annual Common lVea Operatlng Expenses. Within 60 days after written request (but not more than once each year) Letsor shall dellvet to Lesiee a reasonably detailed statement showing Lessee's Share of the actual Common Area Opeiating Expenses Tor the precedlng year. IT Le5see'S payments during SuCh 4eaL eXCeed LeSSee'S 5haTe, LeSioT Shall cndit the amount Of SuCh Over-payment against teSsee't future pailments. If LtiSsee'S payments dUTlng tuCh yeaT WeTe 1€5S than LeSseE'l Share, Leisee Shall paytO LeSSOT the amount Ofthe desciency Withln 1€ DADS atter dellVeT7 by LeSiOT tO Lessee 01 the statement. (e) COmm On Atea Op eTafing EXpenses Shall net include any eXpenieS paid by any tenant dkedli7 tO thlrd parties, or aS tO WhlCh LeS5or iS Othervtiie TelmburSed by anythitd patty*othettenant, OrlnSurance ptOCeedSl 4.3 Palm ent. LeSl€e ihall Cauie payment Of Rent to be teCelVed by LeSSOT In IBWful moneV Ofthe United States, WithoUt Offtet at dediiCtlon leXCtipt aS SpeCihCally p eTmitked in thiS lease), on or beTore the day on which :t is due. All monetary amounts Shall be TOtinded tO the nearest Whale dollar. In the eVent that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set fotth in this Le;iSe. Rent for any period during the term hereof which is for less than one full calendar month shall be ptoiated based upon the actual number of days of sald month. Payment of Rent shall be made to Lessor at its address stated heveln OT to iuch other persons or place as Lessor may from hme to hme designate in wrlhnB. Acceptance of a paymentwhich :S less than the amtiunt then due ihall ntit be a WaiVeT Of LelgOr'S Tlghts to the balance tit SuCh Rent, regardless Of LeiSor'S endorsement or any CheCk SO Statl ng. In the eVent that any CheCk, dta{t, O} OtheT instrument Of payment given by Lesiee tO Lestot iS diShOnOTed LOT any TeaSOt5 LeSsee AGREES tO pad tO LeSso( the Sum Of 525 Itt addi5 0n to any Late Charge and Le5!or. at its OpfiOn. mad tequlte all future Rent be paid by CaShlet'S CheCk. PaVmentS Wlll be applied husk tO aCCTutid late ChaTgeS and a!totney'S FEES, SeCOnd tO aCctued inteteStl then tO Base Rent and Common Area Operating EXp enSet4 and any remaining amount tO any Other outstanding charges OT costs. s. Security tiepotit. Lessee shall deposit with Lesior upon execution hereof the Security Deposit as security for Lessee's faithful performance of its obligations under thiS Lease. If Lessee failt tO pay Rent, or OtheiwiSe DtitaultS unsst thiS Lease, LeSsot mad uiei apply or retain all or any portion afraid SeCuTity oep05it fOT the paltment Of any am aunt already due LetsnT, lOT Rents WhlCh Will be due in the futuTel and/ or tti teimbuTSe or compensate LeSSOTfOT any liability, eXpenSe, 1055 or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all OT any pothon of the Security Deposit, Lesiee shall within 10 days afker wrltten requeit therefor deposit monles wlth Lessot sufftcient to restore said Secuilty Deposit to the full amount required by this Lease. If the Base Rent increases durmg the teTm 01 thiS Lease, Letiee Shall, upon written request fTOm Lessor, depOSit addi5onal mOnieS Wlth LesSOT SO that the total am OUnt Of the Security [)epOSit smll at all times bear the same pmporhon to the increased Base Rent at the initlal Security Depoiit bore to the initlal Bate Rent. Should the Agreed llse be amended to accommodate a material change in the business of Lessee [)T to accommodate a sublessee or asslgnee. Lessor shall have the right to increase the Security Deposii to the eXte nt neCessan7; in LeSSOT'S reasonable judgment, tO aCcount fat any InCteaStid WeaT and tear that the Ptemlses mad SuffeT aS a teSJt thereofi If a change in control Of Lesiee OCcutS dUTing thiS Lease and fOllOWing suCh change the finanCial CDnditlOn Of Lessee IS, in LesStiT'S reasonable jud gm ent, Slgnificantly reduced, LeSSee shall deposit iuch additional monies with Leisor as shall be sufficient to cause the Securlty Deposit to be at a commercially reasonable level based on such change in financial condihon. Lessor shall not be required to keep jhe Secunty Deposit separate Trom its general accounts. Within 90 days after the expkation or termination of thiS Leasei Lesior shall return that pomon ofthe 5ecurlty Deposit not used at applied by Le5SOT. LesSOr Shall upon wiltten tequesi provide Lessee With an accoun5ng ShtiWing hOW that pO rb On Ofthe SecuTity DepOSlt that WaS net Teturned WaS applied No part Ofthe SecuTity Deposit Shall be COnSideTed tO be held in triist, tO beat interest or to be ptepaymentfor any monies to be pald by Leisee under thls Lease. THE SECIIRITY DEPOSIT SHALL NOT BE U5ED BY LESSEE IN LIEU OF PAYMENT OF H'S RENT. (- - F2519AIRCRE. AllRightsReserved.Last Edited: 11/18/2019 9:53 AM Page 4 of 17 DocuSign Envelope ID: F6F7'l 16 6. Use. 5.1 use. leisee Shall use and OCcup7 the Ptemiies tinl7 TOTthe A8Leea USti, tit any Other legal USE WhiCh iS ttiasonablV comparable thetetti, and rot nO Other puTpOiel LeSStie Shall n Ot use or permit the use Of th e PtemiSeS in a manner that 11 unlawful CTeateS damage, Waste or :! nuiSanCe, or that dittuTbS OCCtipants OfOT cauies damage to neighboring pTemi5e5 or pTOper5eS OtheT than @uide, Signal and seeing eye dOgS. LeSSee Shall net keep OT allOW in the P}emiSeS any peti, animals, bims, hSh, 01 Tepttles. LeSsoT Shall not unTe;iSOnably Withheld OR delay itS COnsent to any written request for H mO difiCatlO n Ofthe Agreed USe, SO 10ng aS the Same Will net Impair the structural integrity Of the Building (T the mechanical O( electrical S7StemS thereini and/or is not iignihcantly mOTe bumensome $O the PTOleCt. 11 leSSOL ELECTS tO Withhold COnient, LeSsot SFallWithln 7 days aftersuCh request giVe wr:tten n05tiCatl0n Of Same, WhlCh nO!lCe ihall indude an explanahon of Lessofs objechons to the change In the Agreed llse. 6.2 Hazardous Subitancei (a) Reportable uSeS Requ=e COnsent. The te(m "Hazardous Substance" aS used in thlS Lease Shall mean any pnodud, substance, Or WaSte WhOSe presence, use, manutaduve, diSpOSal, transportation, or release, either by itself or In combinati on with other materials expected to be on the Premises, ls eithe(: (11 pate n5all7 injuTiOuS to the publiC h ealth, safety otWellale, the enViTOnment tit the PTemises, (li) regulated Or monitored by any gOVeTnmental authority, OT (iii) a baSiS {OT potentlal liability of Lessor to any governmental agency OT third party under any applicable statute or common law theory. Hazardous Substances shall include, but net be limittid iO, hydmCaTbDnS, petroleum< gasoline, and7ot CTude Oil or any products, by-pTOducti Or fractions thereof. Lessee Shall net engage in any acbVity in tiT on the Premises which conshiiutes a Repor!able llie of Hazardoui Substancei without the express prior written consent of Lessor and tlmely compliance (at Lessee'i eXpen5e) With all AppliCable Requirements. "Reportable 11se" shall mean (:) the installation Or use Of any abOVe OT b eltiW ground storage tank, (iil the genera5 ti n, pOt5elSlon, storage, use, tranSptuta50n, Or diSpOSal Of a Hazard OuS Subs!anCe that TequlreS a permit from. Of With teSpeCt to WhiCh a ttipott, n OuCe, TegiStratlon or butineSS plan iS Tequined tO be ftled With. any goVeTnmental authOTlty, and/OR iiii) tm pTeienCe at the PnemiSe5 0f a Ha2aTdouS SUbstanCe With respect tO WhiCh any Applltable Requirements requlrei that a nohce be give n to p etso ns entering or occupying the Premises or neighboring piopertles. Notwlthstanding the foregoi ng, Lessee may use any ordinal and cus!omary matetiali reasonably required to be uied in the normal course of the Agreed use, ordinay office supplies (copiev toner, liquid papeT, glue, etC.l and CO mmon household Cleaning materials, SO long aS SuCh uSe IS In Cam(illanCti With all Ap(iliaiblti Requirements. IS net ;i geptimble USe. and dOeS net eXpttSe the PtemiSeS OT nelghb oring property tO and meanindul Tick Of contamination Or damage OT eXptiSe LeSSOT tO any Ilability therefor. In addltlon, LeSSOT mad COnditlOn itS COnSent tO any RepOrtable USe upon teCeiVing SuCh additional ASSURANCES aS Letsot teaStinably DEEMS neCeSsary $0 pTOtect Ittell, the publlC. the PtemiseS and/or th8 enViTOnment against damage, COntamina5onl Injury and/OT liabili§, includin@< bUt net limittid tO. the mstallahon tand removal on Of before Lease exp:ration or tenninahon) of protectlve modification; (such as concrete engsements) and/or increasing the Security Deposit. (b) Duty tO InlOTm LeSSOi. It L@Ssee knoWi, or hag reasonable cause tO believe, that a Hazamous Substance has come tO be 10cated in. On. under OT about the PremiSeSI Otha( than aS pteViOu51y COnSented tO by LtiSlOT, leSSee Shall immed:ately giVe written notice OfsuCh faCl tO LtiS50G and pmVide LeSiOTWith a COp7 0f any report, nOtiCe, Claim OT Other documenkah'on which It has concerning the pteSenCe of such Hazardous Subslance. (C) Lessee Remediation. LeSSee Shall net CaUSe Of peTmit any HaZaTdOuS Substance tO be Spllled Or TeleaSed in, On, underi or abOuI the PtemiSeS (including thT(lugh the plumbing OT sanitary sewer system) and shall promptly, at Lessee's eXpense< COmpl7 With all AppliCable Requkements and take all inveshgaton nd/or remedial actlon teaionably tecommtintled, whether or notfotmally ordered or required, for the cleanup of any contaminabon of, and for the maintenance, Securlty and/OT monitoring Of th e Premises OT neighboring ptOpeffles, that WaS caused or tnateTiallV COntTibiiled to by Leisee, or pertaining tO Or inVOlVing anli Ha2aTdOus SubttanCti bTOught OntO the PTemlses during th e term 01 thiS Lease, by O( for LeSsee. Or any thlTd party. id) Lessee Indemnification. Lessee shall Indemnify, defend and hold Lessor, Its agents, employees, lenders and ground leisor, If any, harmless From and gainlt any and all 1(155 0f TENTS and/oT damages, liabilities, judgmentsa ClalmS, eXpenseS, penalhesa and atlOTneys' and COnsUltants' fees aTiting Out Ol Of involVin g any Hazardoui Substance brought onto the Itemises by or Tor Lessee, or any ihltd party (provided, however, that Leisee shall have no liability under this Lease with respect to underground migritlon of any Hazardous Substance under the Premises from areas outside of the Ptolect not caused or contributed to by Lesiee). Lessee's Obllgati OnS Shall inClud e, but n at be limited tO, tm effe ctS Of any COntaminatlon OT injury tO p ersOn, ptope(ty or the tinVltOnment Created OT suffered by LtiSlee, and tht Cast Of investlga5on, remOVal temediatlot5 tesioration and /or abatement, and Shall Survive the eXpiTa50n Or teTmina50n ofthli Lease. No terminahon. ncellahon or release agteement entetad into by Leisov and Lestee shall release Lessee from iti obligahons under this Lease wlth respect to Hazatdous Substances, unless speclhcally !D agreed by Lesior in wrlting at the hme oT iuch agreement. (e) LeSSOT In demnification. Except as otherwise pTOVided in paragraph 8.7, LeSSor and itS SuCCesSOTS and assigns Shall indemniTy, defend, relmburse and held Leiiee, itS EMPLOYEES and lender4 haTmmSS frttm and against any and all enViTOnmental damages. mcluding the cost of temediationi WhiCh are SuffeTed 35 a dltect result of Hazavdnus Substances on the Premisei prior to Leisee taklng possession FIT which are caused by the gross negligence tirwillTul mlsconduct of Lessor, iis agents OT employees. LtiSSO('S obligatlons, as and when requked by the Appllcable Requlrements, shall indude, but not be 11mited toi the cost of investlg;ih on, removal. remediahon, restoration and/or abatement, and shall survive the expirahon or terminahon oT this Leaie (f) Investigations and Remediations. Lessor shall retain the responsibility and pay JOT any inveshgahons or remediabon measures required by governmental enh'tles having lurisdictlon with respect to the existence oT Hazardous Substances on the Premises prior to the Lessee takinH posiession. unless such temediafion measuTe IS nquiTed aS a result OfLeStee'S use (including "AlteratlOnS': 35 defined in paragraph 7.3(a) b elOW) Of the PTemitesl in WhiCh €Vent Lesiee Shall be responsible fOT SuCh paym ent. Lessee Ihall cooperate full7 in any SuCh achvltles atthe request of Lesioi, including allOWin8 LeSSOT and LesSOT'S afflents tO h;iVe reasonable access to the Premises at reasonable hmes in order to carry out Lessor's investlgahve and remedlal responiibiliffes. (g) Lessor Termination Option. If a Hazardous Sub$nce Conditlon (see Paragraph 9.1(e)) occurs during the term ofthis Lease, unless Lessee it legally responsible therefor (in which case Lessee shall make the invemgahon and remediatlon thereof required by the Applicable Requirements and this Lease shall conhnue In full fOtCe and effeCi but subject tO Le5iot's FIGHTS under PaTagTaph 6.2(d) and PaTagraph 13), LtitSOT may, at LeslOT'S Opti On, eitheT (i) inVeStigate and Tti mediate suCh Hazardous Substance Conditlon, if requlrtid. as soon as reasonably possible at Lessois expense, in which event this Lease shall contlnue in Tull force and eflmt, or (:il if the eshrnated cost to remediate such conditlon exceeds 12 times the jhen monthly Base Rent [)T Siao.aoo. whichever is greateT, give written notice to Lessee, withln 30 DADS atie} receipt by LessoT Of knowledge Of the occurrence Of SuCh Hazardous Subsiance conditOn, tif LeS50T'S desire tO terminate thiS Lease aS otthe datti 6€ DADS fOllOWing th e date Of luCh notlCe In tht eVent LeSSor tileCti tO @iVe a teTminatltin notlCe, Lessee mad, Within 10 DADS theTeaftet4 giVe Written notlce tO Le5SOt tit Lessee's commitment to pay the amount by which the cost Of the remediahon of such Hazardous Substance Condibon exceeds an amount equal to 12 h'mes the then m0nthl7 Babe Rent or SIOD,oOO, WhiCheVeT iS greater. Lessee Shall pTtiVide LetSot With Said FUNDS Of satlsfadory aS5u/anCe thereoj within 30 DAYS fOllOWing SuCh CO mmitment. In such event, this Lease Shall COntinue in full fttce and effeCt, and LeS5ot thall pmceed tO make guCh remediatlon as soon as reasonably possible after kite TequlTed fUndS ale available. If LeSSee doei not giVe EuCh nOtlCe and pnoVide the TequiTed FUNDS OT aSsuTanCe theTeOT Within the tlmti ptOVided, thiS Lease Shall tetmmate as oTthe date spedfled in Lessor's nohce ofterminatlon 6.3 LeStee'S Compliance WRh AppliCable Requirementsi EXCept aS OtherwiSe ptoVided in thiS Leaie, Lessee Shall, at LeSiee'S Sale eXpen5e, full7, diligently and in a 5mtl7 mannei; materiBllY Cam pl7 With all AppllCable Requlrements, the TequiTementS 01 any appllcable file inSutanCe underwTlteT tit ratlng bureau, and the recommendatlons of Lesso(s engineers and/or consultants which relate in any manner to the Premises, wlthout regard to whether said Applicable Requirements are Last Edited: 11/18/2019 9:53 AM MTN-25.22, Revised 06-10-2019 Page 5 of 17 DocuSign Envelops 10: F6F7162A-BEAD-4426-8AF5-42D9E49E5E'l6 and titheT documents, and titmt inftxmatlon evidencing leSsee'S com(iliRnCe With any AppliCable Requirements Sptclftt.d ly LtSsot, and !hall Immediately uponTeCeipt, nOtlfy LeSSOt in WTiting [WRh COpieS Ofany doCutnentl involved) Of any threatened Or actUal Claim, n05Ce, Clta5 0n, Warning, COmplalnt Or Lep€< pertaining tOor inVOlVing the hiluTe Of Lesiee O( the PTemlSe5 40 COmpl7 With any AppliCablB Requlrements. Likewise, Lessee shall immediately give WTltten nOhCe $O LeSSOT Of' li)and Watet damage t(l the Premlses and an'/ suipeCted seepage. gooling. dampness or other condihon conducive tO the ptoduCbon Of mild', OT (ii) and mushneis OTother odors that might indiote the presence of mold in the Premises. 6.4 Inspection; Compliance. Lessot and Lessoi's "Lender" las dehned in Paragraph 30) and consul(anti authonzed bylessorshall have the Tight tO enter intDPremises at any time, in the Case Ofan emergency, and Otherwise at reasonable times affeT reasonable notiCe, ftx the putpOte Of inSpectin@ and/tit testing thecondihonofthePtemisesand/orfoiveiifyingcompliancebyLesseewiththisLease. TheCO5tO(an7SllChin5peCI'OI1lShtlllbepaidl%teS'aO(.unleSS;lViOIRtll)Il{Appllcable Requirements, or a Hazardous Substance Condihon (see Paragraph 9.1) is found to exist OT be imminent, OT the Inspectlon it requested OT ordered by agovernmental authority. In such zse, Lessee shall upon request reimburse Lessor for the cost of such inspectlon, so long at iuch inspechon is teasanably related tothe VialatiDn or contaminatltin. In addition, Lessee shall pTOVide COpieS 01 ali relevant material Safety tlata Sheets IMSDS) tO LessoT Within 10 DADS Ofthe teCeipt Ofwritten request therefor. Lessee acknowledges that any failure on its part to allow such inspechont OT tesbng will expose Letior ko risks and potentially cause LesiortO InCuT COs"; net contemplated by thiS Leasei the extent Of WhiCh Will he eXttemtily difflCult to ascertain. ACCO(dingl7, Shtuld tht tesSte fail tO allOW suCh inSpBctlOnSand% teStins in a timely fashion the Base Rent shall be ;iutomatlcally Increased, without any requirement fOT nOtiCe tO Lessee, b7 an amount equal tO 10% Of thethen existlng Base Rent or 5100, WhiCheVeT il greater JOT the remainder tO the Lease. The Parties agree that such increase in Babe Rent represents faiI and reasonablecompenialion for the additional risk/costi that Lessot will incur by teason oT Lessee's failure to Jlow such inspecffon and/or teshng. Such mctease in Base Rent shallin no eveni constitute a waivet ol Lessee'i Default or Breach with respect to such failure nor preventthe exercise of any of the other righ!s and remedies grantedheteundet. 7. Maintenancei Repairs; utility Installations;Trade Fixtures and Alterations.7.1 Lesseg's Obligations. (a) In General. Su5ject tO the p}OViSiOnS O{ Paragraph 2.2 lCOndibon), 2.3 (Compliance)< 6 3 (Lessee's Compliance Wl)h Applicable Requirem ents), 7.2(LessOT'S Obligations), 9 (oamage Or Destructlonl, and 14 (Condemnationl, Lessee shall, at Lessee's sole expensei keep thti t'iemises, Utility Installations lintanded forLeisee'i eXCluSiVe use, no matter WheTe lOCated), and Alterat'Ons in gOOd OTdeT, condltlOn and Tepalt [Whethet or ntit the p0r50n Of the PremlseS tetlulting TepaiTS, O(the MEANS Of repairing the Same, aTe reasonably or Teadlly aCCeS5ible tO LeSSee, and Whether O( nOtth e need JOT SuCh TepaiTI OCCutS a5 a Tetult Of LeSSee'S u53 anypTiOr use, the ELEMENTS or the age OfsUCh portion Of the PTemi5eS)1 induding, but net 11mited tO, all eqUlpment at faCilitteS. SuCh aS plumbing, HVAC equipment,electrical, lighting Tacilities, boilers, pressure veisels, fi+itutes, interior walls, interior surTaces of exterior walls, ceilingi, floors, wlndowi, doors, plate glass, andskylights but excludlnB any items which ste the responsibility of Lessor pursuant to Paryaph 7.2. Lessee, in keeping the Premises in good order, condlhon and repalr,Shall eXetCiSe and perlOLm goad maintenanCe practlCeS, SpeCiffCall7 including the ptoCuTem ent and malnttinanCe Of the StrviCe COntTaCtS (equited by Paragraph 7.1(b)beloW. teSSee'S obligations Shall indude testOratlonS, TeplaCtimentS or TeneWalS When necessaiy tO keep the PTemlseS and all impTOVements the(eOtt at a (art the(eofIn good OmeT, COndi50n and State 01 tepalr. ib) Se}ViCe coritraCts. lessee Shall, at Lessee's Sale expense, procure and maintain COnttacts, With CtipieS tO LeSt07 In CUstOmary 10(m and substance fit,and With CONTRACTORS SpeCiBliZing and !Xpe{ienced In tm malntenanCe Olthe {tillOW'lng etluipment and improvements, :t any, it and When installed On tFe Itemizes: (i)HVAC equipment< (li) btiileT and pTeSSUre VeSSelS, and (ili) Cla(iheTt. HtiWeveT, LeSSOT RESERVES the Tlght, upon nobCe tO lesSee, tO procure and maintain any or all tifSuCh lerviCe contTacti, and Lesiee ihall YeimbuTSe Leg(Oi upon demattd.fO( the COSttheteof. (C) Failure to %rltiTm. If Leisee FAILS to perform LeSSee'l ObligatonS undeRthig PaTagTaph 7 1. LeSSOT mad enter upon the PTemlteS affet 10 dart' pTiOTwriiten ntitCe to LeSsee (eXCept In the caie Of an emergency, in WhiCh CaSe n 0 nOtiCe Shall be TequlTed), perlOLm suCh obliga5ons On Lestee's behalf, and put thePremises in gOad Order, COnditlOn and repair, and Lessee Shall promptly pQ kO Le5SOT a Sum equal t0 115% t)l the COft the(€Of.(d) Replacement. Subiect tO Lessee's indemnificatlon of Lessor as set forth in Paragraph 8.7 below, and withoui relieving Lessee oT liability resulhng ltomLesSee'S lailuT@ tO eXeTClSe and petftitm @add malntenBnCe pridiceS, If an item deSCTibed in Paragraph 7.llb) tannot be repaired Otherthan at a Cast Whieh iS in eXce5SOf 50% Of the COSt Of replacing SllCh item, then SUCh item Shall be replaced b7 L%SOT, and the CSt thereof Shall be ptorated between the PaltleI and Lessee Ihall Onh/be obllgated tO pad, eaCh mtinth during the remamdet Ofthe teTm ofthis Lease, on the date on which Base Rent is due, an amount equal to the ptOduct Of multiplyingthe COSt OfsuCh replaCement by a ftaC5on. the numerator tif WhiCh iS One, and the denommator OTWhiCh IS 144 (ie. 1/144th 01 the Cast pet mOnth). LeSSee Shall padInterest on the unamorhzed balance but may prepay its obligabon at any tlme. 72 Lessoil Obligations. Subject to tm provisions of Paragraphs 2.2 lCondihon), 2.3 lCompliance), 4.21Common Area Opetahng Expenses), 6 (llse), 7.1iLessee'( Obligations), 9 (Damage at DeStTuctiOn) and 14 (Condemnatlon), LeSiot, SubleCt tti teimbursement puTiuant tO Paragraph 4.2, ShJl keep in gti0 d Order,COndititin and Tepak the foundatiOnSl tixtetlOff WallS, st(uctural conditOn Of intetiot beating Walls, eXte(iOt (ttof, h(e Sptinkler system, Common AttB ftte ;tlaTm ;intl/D}Smoke detectlon QstemS, fiTe hydrants, parkmg Itts, WalkWa7S, patkWa7S, dtlveWaltS, landscaping, TenCes, SignS and u51ity iyitemS serving the Common A(eaS and allPARTS thereat, aS Well aS pTOVidi4 the ServiCeS fOT WhiCh there IS a CO mm On Atea 0 perating EXp enSe pursuant tO PaTagTaph 4.2. LeSsoT Shall not be obligated tO paintthe tiXteriot or Ititenor SUfaCeS OT eXtsntiT Wall5 not Shall LeSlOr be obligated to malntain, Tepalt O/ TeplaCe WlndOWS, d O orS at plate glaS5 0f the Premisesi7.3 Utllity InStallatiOnSiTrade Fixtures;Alterations. (al Definitions. The te(m "11tility Installations" refe rs to all floot and window CDVeTlngS. air and/or vacuum LINES, pDWeT panels, electrical diStTibubon,security and iiTe protection systemsi communication cabling, lighting fixtures, HVAC equipment, plumbing< and fenclng in Or On the PTemiseS. The teTm "TradeFixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "Alterations" shall mean anymodificahon of the improvements, other than lltllity Installations Or Trade Fixtures, whether by additlon OT deletion. "Lessee Owned Alterations and/or LltilityInstallations" ate defined as Altetatlons and/or lltllty Installahtins made by Lessee that ate not yet owned by Lessor pursuant to Paragraph 7.41a)(bl Consent LeSsee Shall net make any AlteiBtiOnS D} U51ity lnStalla5 onS tO the PTemiSeS w'ithout Lsssor's prior WTitken COnSenl LeSSee mad, hOwVet,make n0n4tuCtural Altera50nS or Utility InstallatiOnl to the InterloT Ofthe PLemiSeS (eXCluding the (00f) Without SUCh consent but upon no5Ce tO LeSlO(, aS 10ng aSthey aTe net Visible lTOm the outiide, dti net inVOlVe punctuting, telocafing or Tem OVing the tOOf tiT any exitting walls, will net affectthe electrical, plumbing, HVAC,and/or life Safety systemsi to net trigger the TequlTement fOT additional mOdlficalitins and/Or impTOVementS tO the PtemiSeS tesulfing from AppliCable Requltement4SuCh aS COmplianCe With ntle 24. and/or life safety syttemS, and the CumiilaliVe cost thereof dsing thiS Lease aS eXtended dotS net eXceed a Sum equal tO 3 mOnth'Saale Rent in the aggregate or a Sum equal tO One mOnthaS sage Rent In any One 7eaT. Notwithstanding the Toregoingi Lessee ihall not make or permit any rOOfpenetrahions and/or install anything on the roar without the ptioy written approval oT Lessor. Lessor may, as a precondihon to granting such approval, require Lessesto u!ilize a contractor chosen and/or appmved by Lessot. Any Alterations O( IJtility lnstallatlons thst Lessee shall desire to n+ake and which require the consent oT theLessor shall be presenied to Leisot in witien lotm with detalled plans. Consent shall be deemed condihoned upon Lessee's: (i) acquirlng all applicable govemmentalpetmltS, iii) futniShlng LeSSot With COpieS Of bath the permits and the PLANS and SpeCiflCatiOnl pLlOl tO COmmenCem@nt Of the woA, and (iii) COmplianCe With allcondihons of said permits and otherApplicable Requltements in a prompt and expedihous manner. Any Altetahons or Uhlity Installahons shall be perbtmed in agood and sufficient materials Lessee shall promptly uponaoiHletlon furnish Lessor with as-built plans and speciflcahons For work which (-[7/ CRE. All Rights Reserved. Last Edited: 11/18/2019 9:53 AM -MTN-26.22. Revised 06-10-2019 Page Sof 17 DocuSign Envelope D: F6F7162A-BEAD-4426-8AF5-42D9E49E5E16 CO!tS an amount in eXCeSi Of (lne m0nth'S BBSe Rent, Letter ma7 COnditlOn itS COnS€nt upon lasses ptoviding a Ilen and completl)tl band in an amou(lt equal t(l 150%of the eshmated cost of such Alteration or llhlity Installation and/or upon Lesiee's posting an addihonal Security Deposit with Lessor.(C) LienSi Bandy. LeSSee Shall pad, When due, all Claimi for labor O( mateTialS {ufniSh tid Or alleged to haVe been furnished tO or [OL LeSSee at or fat uie Onthe Premlseii which claims ate or may be SeCuTed by any meChaniC% Or materialmen'S lien against the Pre miSeS tt any interest thereln. Lessee shall give Lessor notleSl than 10 tlay5 noilce p/iOT tO the COmmenCement Ofany work in, On or about the Premltsl and LtSSorShall haVe the Tlght tO past n05CeS Of nun-responsibility IfLeS5ti e Shall COntest the Validity Ofany SuCh lien. Claim tiT demandi then Lassee Shall, at itS SGlt eXp€nSe detend and pTOtect itlel(, LtSsoi and tht PTemiSeS against theSame and Shall pa} and Sa5Sfy any SuCh adVetse judgment that mad be nindered thereon beTOTe the enTotcement thereof. If LeSSOT Shall ttiqUiTe, LeSsee Shall fuTniSha iutet7 band in an amount equal tO 150% 01 the amount 01 luCh contested lien. Claim OT demand, indemnifying Lesior against liability lot the same IT LeSsot €leCtitO paffl6pate in any suCh action, leSlee Shall pad LeS50t'5 attoTneyS' FEES and COStS 7.4 0WneisFip; Removal; SuTrendeT; and ReStOratiOn. (a) Ownership. Subject to LeSEO('S (Ight to require (emOVBI O( eled ownership BS heteinafter ptovidedi all Alterations and Uhlity Installah ons made byLesSee Shall be th e pTOperly 01 LeSSee, but COnlideted a pad Ofthe l'temises. lessot tnay, at any time, elect in witlng tO be the OWnet tf all CIT anV SpeCified patt Ofthe Leisee Owned Alterahons and Utility Installations unless otherwise ins!tucted pet paragraph 7.4(b) hereof, all Lessee Owned Alterations and utility Installahonsshall, at the explrahon ortetmmatlon of this Lease, become the propedy of Lessor and be surrendered by Lessee with the Premises. Ib) Removal By deliVety tO Lesiee Of W(itttin notice tram LtiSSOT net eaTlleT than % and ntit later than 30 DADS p(10t tO the end Of the teTm Of thiS Lease<Lessot may tequite that any or all Lssee Owned Alteratloni OT U(ility Installahons be removed by the expiration OT terminahon of this Lease. Lessor may requlte theremoval at any hme Of all or any part of any Leiiee Owned Altetahons OT Lltllity Initallahons made without the required consent. (C) SuTTendeT;ReStOrati0n. resseeshaHsurientietthepiemisesbytheExpirationoateoianyeatlieitetminationtiate.withaHotthaimptovementi. PARTS and SurtaCeS theTetif bmOm Clean and free tif debTiS. and in @ood operatlng order, COndl!iOn and state Of Tepalt; OTdinarl Wea( and leaT eXCeptedl "Ordinarywear and tear" shall not include any damage or deteriorahon that would have been prevented by good maintenance practice. Notwithstanding the foregoing and thepTOViSiOnS or Paragraph 7.lla), it the Lessee OCCup=S the PnmiSes Tot 12 MONTHS OT less, then Lessee Shall sutrend eL the premises in the Same COndlfiOn aS deliveredto Lessee on the 5irt Date with NO allowance lot ordinary wear and keat. Lessee shall iepalt any damage occasioned by the installatlon, maintenance or removal ofTrade FlXtute5, LeSsee Owned Alteta50nS and/O( utility InStallatlOns, fU(nlShlnBS, and aquipment 33 vrell ;S the TemoVal Oi any Storage tank installed by OR Tor tessetLessee shall also remove Trom the Premises any and all Hazardous Substances brought onto the Premises by onot Lesiee, OT any third party lexcept HazardousSubstances which were deposited via underground migration from areas outslde of the )'toied) to the level specified In Applicable Requkements. Trade Fixtures shallremain the propedy of Lessee and shall be removed by Lessee. Any personal ptopeay of Lessee not removed on ot before the Expirahon Date or any earliertetminah'on date shall be deemed to have been abandoned by Lessee and may be disposed d or retalned by Leisor as Lessor may desire. The failure by Leiiee totlmely vacate the Premises (iuisuant to this P;iiagraph 7.41c} without the express written consem of Lesior shall conshtute a holdovet under the provisions oTParagraph 26 below 8. Insurance; Indemnity. 8.1 Payment Of PTemiumSI The COSt Of the PREMIUMS fOL the InSutance pOliCleS TequiTed to be Carried by LeStOT, pursUant tti Paragt'aphl 8.21b), 8.3ia) andg.3(bl, shall be a Common Area Operahn@ Expense. Premiums for policy periods commtitvcing prior to, or extendiry, beyond, the term of this Lease shall be prora!edto coincide with the corresponding Start Date or Expltahon Date. 8.2 Liability Insurance. (a) Carried by Lessee. Lessee shall obtaln and keep in force a Commercial General Liabillty pollcy of insurance protecting Lessee and Lesior as anaddi5onal iniured against ClaimS for bOdil'l injurV. personal iniury and properiy damage baied upon or arising Out Ofthe ownership, uie, occupancy Or maintenance titthe Ptemises and all ateas appuitenanttheteto. Such Insurance shall be on an occurrence baiis providing tingle limit coverage In an amount not lest than 61,000,0(10peT OCCunenCe With an annual aggTegate Of not LEES than 52,000,000. LeSSee Shall add LeSSO( a5 an additional incured ly MEANS Of an endorsement at least aS bTOadasthe InsuranceService Organizatlon's"Addihonal Insured-Managers orLesiors ofPremises" Endorsement. The policyshall notcontainany intra-insured exdusionsaS between insured peTSOns OT OTganl2atitins, but Shall inCludti COVera8e Tar liability asiumed under thlS LeaSt aS an "insured COntra€t" fOT the performance 01 LeSSee'Sindtimniiy Obliga5oni under thiS Leasei The LIMITS Of said inSutanCe 5+iall net, hoWeVet, limit the liability Of Lesiee net relieVe Lesiee Ofany Obli@atlOn FeTeundetlLsssee shall provide an endorsement on its liability policylies) which provides that its Insurance shall be primary to and not conttlbutory with any slmilar insurancecarried by Lessor, whose insurance shall be considered excess insurance only. (b) Carried by Lessor. Lesiit shall maintaln liability insurance as desctibtid in Paragraph 8.21a), iti addition to, and not in lieu if, the insurance required tobe maimained by Lessee. Lesiee shall not be named as an addihonal insured therein. 8.3 PTOpeR7 Insurance - Building< Improvements and Rental Value. la) Building and Improvements. Lessor shall obtain and keep in force a policy OT pOliCieS Of insurance in the name Of Le510T, With 1055 payable iO LeiSOT,any ground-lessoc and to any Lender insuiing lass OT damage tti the Ptemises. The amount ofsuch insurance Shall be equal tO the tull insurable replacement COsi 01the Premises, aS the same Shall eXist ((am time to time, O( the amount required by any Lender< but in n 0 event mire than the commetciallY reasonable and availableinSurible Value thereof. Lessee Owned Al!erations and lltllity Installations. Ti'ade Flxtures, and Lestee's personal pLOperky Shall be inSuTed by LeSSee net by LeSStt. Ifihe coverage is available and commetcially appropriate< such policy or policies shall insure against all risks of dkect physical lots or damage lexceptthe perils of floodand % earthquake unletS TequlTed by a LendeT)l including COVerige for debTIS TemOVal and the tirfotcement Of any Applicable Requirements TequlTing the upgrading<demolition, reconsttuchon OT replacement of any porbon of the Ptemises as the result of a covered loss. Said pollcy or policies shall also contain an agreed valuahonpTOViSitin in lieu Of atiil CtiinsutanCB cmuse, waivet of subrogatlon, and inflation guatd protech'on causing an increase In the annual property insurance coverageamount b'7 a {aCtO( 01 net LEGS than the adiUSled u.s. Department 01 Labor Consumer PTiCe IndeX JOT All Urban Consumers fOT the Cid neatest tO Where the Premisesate 10aited. If suCh inSuranCe coVeTage haS a deductible Cl;tuSe, the deducttble amtiunt Shall ntit eXCeed SS,(100 peT OCcuTtenCe (b) Remal Value. Lesior shall also obtain and keep in fotce a policy OT policles in the name ol Lessor with loss payable to Lessor and any Lender, msuringthe loss of the full Rent for one year with an extended period of indemnity for an addib'onal 180 days ("Rental Value Insurance" ). Said insurance shall contaln anagreed Valuation ptovliian in lieu oT any coinsurance clause, and the amount ofcoverage shall be adiusted annually to reflect the pTOieCted Rent OthenViSe payable byLeisee, Tor the iiext 12 month penod. (cl Adjacent Premises. Lessee shall pay fot any increase in the premiums for the property iniurance of the Building and lot the Common Areas or otherbuildings in the Prolect ifsaid incttiase iS Caused by LesSee'S ADS, OmiSSitinS, use OT Occupancy Ofthe Premises.(d) LesSee'S ImpTOVements SinCe Lessot IS tm Incuring Party, LeStOrShall ntit be TeqiiiTed to injure LeSSee OWned AlteraltonS and utility lnStallBtlonSunless the item in questlon has become the ptoper§ of Lessor under the terms ofthis Lease. s.a Lessee's Property; Business Interruption Insurance; Workeli Compeniation Insurance. Such Insurance shall be full replacement cost yrith a deductible of not to exceed 61,000 pet occurrence. The proceeds MTN-26.22, Revised 06-10-2019 Last Edited: 11/18/2019 9:53 AM Page 7 of 17 DocuSign Envelope 10' F6F7182A-BEAD-4426-8AF5-42D9E49E5E16 Tmm any SuCh InSura nce Shall be used ly Leiiee FOE the TeplaCement at pe(Sanal property, Trtde FiXtuteS and Lessee OWtted Alteratloni and Utility Installab One.(b) Buiiness Interruption. Lesiee shall obtain and maintain loss of income and extra expense iniutance in amounti as will reimburse Lessee Tor direct orindirect lots of earnings ahiibutable to all perils commonly insured against by prudent Isssees in the business of Lassee O( attibutable I ptevenhon of accessto thePremises as a result oTsuch perils. (c) Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensatlon Insurance in such amount at may be required byApplicable Requlrements. Such policy shall indude a 'W;iivet of Subtogatlon' endorsement. Lessee shall provide Lessotwith a copy of iuch endorsement along withthe cerl'lhote of insurance orcopy of the policy tequlred by paragraph g.s. ld) No Repieientation of Adequate Coverage. Lessor makes no representahon thatths limits O( forms ol coverage oTinsurance specified hetem areadequate to covet Lesiee's property, busineii operahons OT obliBahons underthis Lease. 8.5 InSuranCe %liCieS. Inturance required hersm Shall be by COmpanieS mamtalning during the pOlicytetm a "G eneral Policyholderi Ratlng" oT at least A-, Vll,at Set fO tih in the mast current isstie Of "Best'i Insurance Guide". OTSuCh OtheT raiing a! mad be required by a Lender. Lesse e Shall net da Or petmittO be dineBnythingWhiCh in'i;illd;ites the ietluiied insurance pOllCle5. lessee Sball. prior tO the Start Date. deliVet tO LtiSsor Certified COpleS or pOliCieS tifSuCh insurance orcerhflcatei with copiei of the required endorsementi evidencing the existence and amounts of the requlted insurance. No iuch policy shall be cancelable or subjecttO modRlcatton eXcept afIer 30 DAYS p(to( W(itten notice tti Lesso(. (tiSStie Shall. at leaSt 10 %S prior to the eXpiTa50n Of suCh pOliCies, TutnlSh LeSSOT With eVid enCe Ofrenewals Or "insurance bindeTS" evidencing renewal thereat, Of Le.tSOT maV increase hiS liability insllTance coverage and charge the CO5t theteOftO Leiieei whichamount Shall be payable by Lessee tO LeSltit Uptin demand. Such policies shall be for a tetm Of Bt leaSt One Y1BT, it the lenlh ofthe remaining term of this LeaseiWhiCheVer i5 LEGS. Ifelther Party shallfail to p(OCuTe and maintain the insurance requked to be cariled by it, the other Party mayi but shall not be required tO, pTtiCureand maintain the same. 8.6 WaiVe} Of SubrO 8atlOn. Without Bffectlng any OtheT Tlghtl OT remedies, LeSSee and LeSSOr eaCh hereby release and nalieVe the Other, and WalVe their enhteTight tO teCOVer damages againlt the Other, fti} losS tit or damage tO itS pTOperty atiSing Out Of Or Incident tO the PERILS TeqUined $O be iniuted against hett.iti Theefftict it IuCh releases and waivers iS net limited by the BmOUnt ofinsurance CaTTled OT required. or by any deductibles applicable hetetO. The Pamei agree to havethelT TeSpectlVe pTtiperty damage ln5utanCe CaTtie(S WaiVe any Tight to SubrORa50n t)tat SuCh companie5 mad haVe ag;tinst LessoT or Lessee, aS the calti tnay be, SOlong as the insurance is not invalidated thereby. 8.7 Indemnity. EXCept tT LeSSOT'S gmSS negligenCe or WillfUl mlSCOnduct Lessee Shall Indemni% p}OteCt, defend and )'hold haTmlei5 the PTtmises, LeSsor andits agents, Lessoi's master or ground leSSOT, partners and Lendersi {ram and against any and all ClaimS. IOSS Of RENTS and/Or damages, lienS, judgments, penalh'es,ATTORNEYS' and co nSuRantS' fe 85, eXp enses and/OT liabilitlas aTiSing OUk Of, involVing, or In COnnectlOn With, a BreaCh tf tm Lease by LeSSee and/Or the use and/Ofoccupancy @f the PremiStiS Bndyot P(o)ed by L9ssee and/OT by tessee'S employees< COntTadtits OT invl(ees . ll any aCtiOn Or proceeding iS btOU ght against LeSSot byreason of any of the foregoing matiets, Lessee shall upon nohce defend the same at Lesiee's expense by counsel reasonably sahsTactory to Lessor and Lessorshallcooperite with Lessee in such defense. Lesioi need not have htst paid any such claim in order to be defended orindemnihed.8.8 Exemptlon of Lessoi and its Agentsfrom Liability. Notwithstanding the negllgence O( breach of this Lease by Lessor or Its agents, neither Lessor nor itsagents Shall be liable under any circumstnces fOTi (i) Inlury or damage to the person O( GOADS. WBteS. merchandise O( Other piopetiy ofleisee, Leisee's employees,COntractOts, inVitees, customers, or any Other peTSOn In OT about th e premises, whethersuch damage at Iniury IS Caused by Or results fttim hie, steama electncity, gap,Water Of rain, indO tit airquality, the pTeSenC€ tit mild OT fTOm the breakage, leakage, obstrudion O( Other de(ecu Of pipes, ti(e sptlnklets wires, appli;inces, plumbtng,HVAC OT llghbn8 fiXtuTeS, OT foam any OtheT cause< Whether the Said iniury or damage results from conditlons arising upon the Premlses or upon other portions Of theBulldlng, tir (LOm tither SOuTCP5 0T PLACES, iii) any tlama€es aTi!ing fTOm and aCt 07 negltCt Of any Other tenant Of LeSstx or tram the {ailuTe 01 LesSOr O( its agents ttienTorCe the ptoVl5i0nS Of any Other ItiaSe in the PrOleCt. OT (iii) injuiy tO LeSSee'S bUSineS( OTfot any lost of income OT ptoht therttTOml Insteadi It iS intended thatLeiseel sole recourse in the event of such damages or Injury be to file a claim on tm insurance policy(ies) that Leisee is requlred to maintain puvuantto theprovisions ol paragraph 8. g.9 Failure to I%ovide Insurance. Leisee acknowledges that any failure on its part to obtain or maintain the insurance requlted hetem will expose Lessor toTISks and potentially Cauie L!ssot to InCuT Ctists net contemplated ly thlS LeaSe, the extent 01 WhiCh Will be tiXttemelY diffiCult tO aSCertaln. Accordingly, for any monthOT porhon thereof that Lessee does not malntaln the required insurance and/or does not provlde Lessor with the required binders or cemficates evidencing theeXiStenC€ (If the required insuvance. the BBSe Rent Shall be automatically increased, wlthout any re(luitement JOT nOtlCe $O LeSsee, b7 an amount equal tO 10% Of thethen exmlng Base Rent or 6100, whichever it greater. The pames aztee that such increase in Base Rent represents falt and reasonable compensatlon for theaddihonal risk/costs ihat Lessot will incur by reason of Lessee'sfiilure to maintam the required insurance. Such incte;ise in Base Rem shall 'in no event constitute aWaiVeT Of LeSSee'S Default Or BteaCh With (expect tO the ThiluTe tO maintam suCh Insurance, pTeVent the eXeTCiSe Of any Of the Other righti and remedies grantedheteundeT4 ntt telleVe LeStee OfitS obligation tO malntain tH€ ittSuranCe SpeCih ed in thi5 Leasei 9. Damage or Destruction. 9.1 oefinitions. ia) "PTemiSe5 Partial Damage" Shall mean damage O( d eSttuCBOn tO the imptoVementi On the PTemiSe4 0theI than L€lsee OWn ed AlteratlonS and u51ityInitallatloni, which can reasonably be iepalted in 3 moWhs tit leSS from the date ofthe damage or destruction, and the cost thereof does not exceed a sum equal to 6month's Base Rem. Lessorshall notlfy Lessee in tvtlting within 30 days from the date ofthe damage tit desttuchon as to whether or not the damage is Partial or Total.(bi "?}emlseS TOtal DeStructiOii" shall mean damage at dest(uCtiOii tO tht impTOvements On the I'remises, other than Lessee Owned Al(eratlons andu51ity Installations and Trade FffituTtiS, WhiCh BnnOt reasonablY be repaired in 3 MONTHS or LEES lLOm )he date Of the damage Of destructlon and/or the COtt thereofsxceeds a sum equal to 6 month's Base Rent. Lessor ihall noEfy Lessee in writln@ within 30 dayi from the date of the damage (l( tlesttuctron as to vrhathet or not thedamage is Parbal or Total. Ic) "Insured Loss" shall mean damage or desttuchon to improvements on the Premises. othetthan Lessee Owned Alteratlons and 11tility Instalmhons andTrade FiXtu(eS, WhiCh WaS CaUsed by an event required tti be COVeted by the insurance deiCTibed in Paragraph )l.3ia), irrespective of any deducbble amounti orcoverage limits involved. (d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Leisor at the tlme of the occurrence to thelt condi5oneXim ng lm me diatel7 prior theTetO, including demolition, dtibTiS removal ;ind upgtading required by the operatlon ofApplicable Requlrements, and without deduchonTtir depreclahon. i €) "HazaTdouS SubstanCe Condition" 5hall mean the OCCuTT@nCe Or diSCOVery Ola COndi50n InVOlVing the pniSence Of, Ora contamlnatlon by, aHaz;ivdous Siibstance. in. on, or under tm Premises which requires restoratlon. 9.2 Partial Damage - InsuTed LOSS. If a RrtimiSeS Parual Damage that iS an InStffd LttsS OCcutS, then LeSSor Shall, at LeSSor'5 €XpenSe, Tepalr SUCh damage Ibutnet LeSSee'S Ttade FiXtu(05 (l( LeSSee Owned Altti(alonS and U51ity Ins!allatioiiS) aS Soon 35 reasonably pOSSible and thiS Lease Shall C0n5nue in full tOTCe and effeCtipTOVided, hOWeVeT, thai LesSee Shall, at LeSSot'S elechoni make the repair ofany damage or destructlon the total COtt tO Tepalr OfWhiCh il SI0,000 0r lesg, and, In suChVent, LeSSOT Shall make any applicable insuraiice PnoCeedS available to ussee an ;lI Q8jble baSiSfOT that puipoSe. Notwithstanding the foregoing, iT thti required CRE. All Rights Reserved. Last Edited: 11/18/2019 9:53 AM6.22. Revised OS-10-2019 Page 8 of 17 DocuSign Envelope 10. F6F7182A-BEAD-4428-BAF5-42D9E49E5E16 inSuranCe Wag iiOt in fOtCe OT the insuTanCe pTticeedS ate net suffiClent tO effeCt SuCh }tip;tit, the InSurin[ Parky Shall ptomptly cont(ibute the ShtidBge in p(OCeedS aSand When TtiquiTed tO COmplete Sald repairs. In the tivent, hOWtiVe(, SUCh ShotIage WaS due $O thti fact that, by reason Ofthe unlque natuTe Ol the imp}OVements, fiillreplacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obliBatlon to pay for the ihorkge in insurance pmceeds OTto fully restore the unique aspects oT the Premises unless Lessee provides Lesior with the Tunds to covet same, or adequate assurance thereof, within 10 daysfollowing receipt iifwritten notlce ofsuch shortage and request therefor. If Leisor receives said funds OT adequate assurance theteoT withln said 10 day period, theparty responsible for making the repairs shall complete them as soon at reasonably possible and thls Lease shall remaln in Tull force and effect. If guch Tunds orassurance are not received, Lessor may nevertheless elect by vttitten nohce to lessee withln 10 days thereaffet to: (i) make such restotatlon and repalt as iscommercially re;isonable With teSStiT paying any Shortage in proceeds. in which case this Lease shall remain in {ull ftiTCe and effed, or (ii) haVe thlg Lease terminate 30days theteaTter. Lessee shall not be enhtled to relmbutsement of any funds contSbuted by Lessee to repair any such damage or desttiichon. Premisei Parh'al Damagedue to flood or earthquake Shall be tUblect tO PaTagraph !1.3. notvrith5tanding that thtite mad be some inSuTanCe COVerage, but the net prOCeedS Of ;ink 5uCh msuranceshall be made available fat the te(iaits if made by either Party. 9.3 I)artial Damage - LlninsuTed LOSS. IT a PTemlseS Paitlal Damage that iS net an InsuTed LOSt OCcurs, unleSS CaUSed ly a negligent OT Willful aCt tif LeSSee linwhich event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repalt such dama@e as soon as reasonably possible at Leisor's expense (subjectto telmbutsement pursuant to Paragraph 4 2), In WhiCh event thiS lease Shall continue in full fO(ce and effed, 0( liil te(minute thlS LOBle by giVing Written nobCe toLesieewithin30daysafterieceiptbyLessorofknowledgeoftheoccunenceoTsuchdamage. Suchterminatlonshallbeeffecbve60daysfollowlngthedateaTsuch notlce. In the event Lessot elects io terminate thls Lease, Lessee shall have the right within 20 dayi after receipt of the terminabon nohce to give written notlce to LessorofLesiee'scommitmenttopayfortheiepaltofsuchdama@ewithoutteimbursementTromLessot. LesseeihallprovideLessorwithsaidfundsorsatisfactory assurance thereof within 30 dayi after making such commltment. In such event this Lease shall contlnue In full Torce and effect, and Leisor shall proceed to make SuCh TepaiTS aS SOOn aS Teasonab+y p 05Sible afleT (he nequlted fiindS aTe availablei IfLeSSee dOeS net make the neqUlted COmmitmenI thiS Lease Shall terminate aS Ofthe date specified in the tetminahon notlce. 9.4 TOial DstructiOn. NOtwithstanding any OtheT pmVlslon hereof, If a PtemiSeS TOtal DeStruc50n OeCu(S, thiS Lease Shall tetmina!e 60 DADS fOllOWing suChDesttuctl on. If the damage OT destruction WaS caused by the gtOSS n egligence OI Willful misconduct Of Lestee. legsoi shall have the rlghtto teCOVeT LeSso('S damagesfrom Lesiee, except as provlded m Paragraph 8.5. 9.5 Damage Near End of Term. If at any bme duiu'igthe last 6 months of this lease there is damage for which the cost to repalt exceeds one month's Base Rent, Whether or not an Insured LOS!I, LeS5ot mad terminate thlS Lease effective 60 DADS lOllOWlng the date Of occurrence Of SuCh damage by glving B vrtittenteTmina5on ntitlCe tO LeSsee Within 30 da75 after the date 01 0CCunenCti OfsuCh damagei NOtWithStanding Ihe {oregOln@, if Lessee at that time haS an eXetdSableoph'on to ex!end thls Lease or to purchase the Premises, then Lessee may preserve this Lease hy, (a) exetcising such option ;intl lb) pitividing Leiiorwith any shortagein insurance proceeds (or adgquate assurance thereof) needed to make the repairs on oy before the e;irlier of iil the date which is 10 days af!er Lessee's receipt ofLessoSi written notice putporbng to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Legsee duly exercises such optlon during SUCh period and pTOVldeS LeSlOT With FUNDS 107 adequate alsutance theTeOf) tO COvet any Shortage in insuranCe proceeds, Lessot shall, at LeSSO('l Ctimmti(Ciallyreasonable eXpense, Tepalr SuCh damage BS StiOn aS TeaStinably pOSllblti and tFiS Lease Shall COntlnue In full lorCe and effect. It LesSee FAILS tO eXerCiSe suCh 0 ptl On andprovide such funds or assurance during such period, then this lease shall terminate on the date specified m the terminahon notlce and Lessee's optlon shall beextlnguished. 9.6 Aba(ementofRent;LesseeasRemedies. (a) Abatement In the event of %mises Partial Damage or Premises Total Destruchon ora Hazardous Substance Condition for which Lesiee is notresponsible under Ihl! Lease, the Rent payable by Lessee forthe peTiOd required for the repair, temediaton Or restota5on tit SuCh damage Shall be fflbated inptopot5on tO the degree tO WhlCh teSseel use tif the Piemiies i} impBITed, but net 40 eXceed the pTOCtetls tttceived i/am the lent;il Value msurancs. All 0th eTobligatlons if Lessee heteundet Shall be petfOTmed by LeSSee, and Le.iSot Shall haVe no liability Tar any SiiCh damage, deStTucfiOn0 remediatlon, repair OT restorationexcept as provided herein. (bl Remedies. If LessOt IS Obligated tO (tipHlt ti( (!Store the Premises ana doeS not CII+mmenCei in a subStantal and meaningtul Wag, SUCh repair OrTeStOTatiOn Whhin % DADS afiet suCh obligatton Shall aCCtuti, LeSSee tnay. at 9ny ttme pLiOL 40 t)te commenCement Of SUCh tepai} OT TeStOratlOn, giVe wtllten nOtlCe tOLeSlOT and tO any Lenders OfWhlCh Lessee haS aCtUal n05Ce, Of Lessee's electlon to terminate thls Lease tin a date ntit LEES than 60 da7l fOllOWing the giVin g OfsuChnotiCel It LeSSee giVeS SUCh notice and SuCh Ttipai( or TeSttitaliOn iS net commenced Within 30 DADS theteafferi thlS Lease Shall terminate at (11 the detti SpeCifi0d In saidnotice. If the repair OT restorahon is commenced withln such 30 days. this Lease shall contlnue in full ftirce and effect. "Commence" shall mean either theuncondltional authorliaffon ofthe pieparatlon ofthe required plans, orthe beginning ofthe ac!ual work on the Premises, whichevetfitst occuis. 9.7 Termination; Advance Paymems. Upon tetminatlon ofthis Lease pursuant ko Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made COnCeTnlng adVanCe Babe Rent and any Other advanCe pa7mentl made ly Lesiee to LeSSOT. LeSsot Ihall, in additltin, return tO LeSsee Sti muCh OTLe5See'S SeCuTityDeptitit HS haS net beena OT It net then requind tO bti, used by LeSlOT. 10. Rsal PiopertyTaxes. 10.1 Definition. AS used hereir5 the term "Real Property Taxei' Shall indude any fOTm OTaSSeSStnent; T@al estale, general Special, Ordinary Or exttaotd:natyi titrental levy (IT tBX (OtheT than inheritance, pets0n91 income or estate taXe5); improvement bon d; and/tiT 11cense fee imposed upon OT levied against any legal orequitable interest ol Lesior in the Project. Lessofs rlght to other income thereTrom, and/or Lesior's business of leasinH. by any authority having the diieck €1( indirect powertO taX an d Where the fundl ate generated With reference tO the Proiect address. The teTm "Rtal Property TaXeS" Shall also inCIUde any taX, fee, levy, aSSessm entor Charge, Of any inCTease therein: 11) imposed by naSOn Of eVtinti OCCuTTing during the teIm OfthiS Leasei including Eut net limited tO, a change in the OWnetShip Ofthe PtOiect, lii) a change in tFe imptoVements thereon, and/oI iiii) leVied tir aSSesSed On maChinery OT eqUipment prtiVidtid by LeSSOt tO LeSSee pursuant 40 thiS LeaseIn calCula5ng Real %perty TaXel lot any Calendar yeaT, the Real Proper§ Taxes for any real estate taX 7eaT Shall be mcluded in the calculahon oT %al Property Taxesfor such calendar year based upon the number o{ days which such calendar year and tax year have In common. 10.2 Palm ent OfTaXeS. EXCept a5 0therwise pTtiVided In Paragraph 10.3, LeSSOT Shall pad the Real PTtipetty TaXeS applicable tti the Praied, and Said PAYMENTSshall be induded in the calculahon of Common Area Operahng Expenses in accordance w'ith the provisions oT Paragraph 4.2. 10.3 Additional Impiovsments. Common Area Operating Expenses shall not include Real Property Taxes specified in the tax assesgor'i records and work sheets as being caused by additional impvovementi placed upon the Ptoled by other lessees or by LISSOT for the exclusive etJoymem of such other leisees. NotwlthstandingParagraph 10.2 hereof, Lesiee shall, however, pay to Lessor atthe time Common Area Operating Expenses ate payable under Paragraph 4.2, the entltety of any inCTeatti in Real PTOpetty TaXeS If aS!eSStid SOmly by TeaSOn Of Altera50nS4 Trade FiXtuteS O} Utllity Initallafi OnS placed upon the PTemiSeS ly Lessee Or at Le5See'Srequest ot by reason tf any alterations or improvementi to the Premises made by Lessor subsequent to the executlon of this Lease by the Parbes 10.4 10int Atsessment. If the Building iS ntit separately asseisedi Real PropertyTaxes allocated tO the Building Shall be ati equitable ptopiittlon of the Reall'toperty Taxes for all of the land and improvements included within the tax parcel assessed. such proportlon to be determined by Lesior from the respectlve in the assessor's woiksheets orsuch other informahon as may b y avallable. Leisor's reasonable determination thereof, in good faith MTN-26.22, Revised 06-10-2019 Page 9 of 17 DocuSign Envelope D: F6F71 16 shall be conclusive. lO.s Personal piopertyTaxei. Lessee shall pay prior to delinquency all taxes asseiied against and levied upon Lessee Owned Altetahans and Utility Installah One, Trade FixtuleSl fumiihin@51 equlpment and Jl personal property Of Les5ee COntain ed in the PtemiSeSI When pOiSible, Lesiee Shall tzu5e itS Lesiee Owned Alteiahons and Utllity Initallahoni, Trade Fixtures, Tumishingi, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lesiee's said property shall be ;issesied with Lesior's real proper§, Lessee shall pay Lessor the taxes attributable to Lessee's properly within 10 days after receipt oT a mitten statement seltin(; ftxth the taxes applicable to Lessee's property. 11. utilizes and Services. Leiiee shJl PaY ftiT all Water, gap, heat, light, pOweT, telephone, trash disposal and other utllihes and senices tupplied tO the Premises, together with any taxies thereon. Notwlthshnding the provisions of Paragi'aph 4 2, if at any bme In Lesiois sole judgment, Lessor determines that Leiiee is using a diSpTOp orNonate amount OfWatet, eleCtTICity OT OthtiT COmmonlY meteted u51itteS, Of that Lessee iS @eneratlng such a large volume OfttaSh aStO require an increase in the size of the trash receptde and/or an increase in the number of tmes pet month that it is emphed, then Lessoi may increase Lessee's Base Rent by an amount equal tO suCh inCTea5tid eostS. There Shall be nO abatement Of Rent and LeSioT Shall net be liable in any TelpectWhatsOeVet for the inadequacy< stoppage, intettUp5 0n it discontinuance 01 any utility OT ServiCe due tO Fiat, StTikt, labor dispute, bTeakd OWn, aCCident, Tepalr or Other Cause beyond LeSSot'S reasonable CtintTOl tiT in cooperation with governmental requesi or direchoni Within Tifteen days of Lessorl written request, Lessee agrees to deliver to Leiior such inTormatlon, documents and/or authotizah'on as Lesior needs in order for LeSSOT tti Cttmplt7 With neW or eX:sting AppliCable Requkements Tela!ing $O COmmeTCial bUilding eneTgy usage, ratlngi, and/or the ieptirbng thereof. 12. Assignment and Subletklng. S 'l 1 I ntinli l'niiinii+ 9trlnirml t2.2 Terms and Conditions Applicable to Assignment snd Siibletting. ia) Regardless of Lessor's conienI nO asilgnment orsubletbng shall . (il be effeCtiVe Without the eXpTtiSS Written aSSumption ly suCh aSSlgnee or SubleSSee Of the obliga!tons 01 Le(see undtt thiS Lease< (II) release Letsee Of any obligahons hereunder, or (Hi) alter the primary liability of Lestee lOt the payment Of Rent OT forthe perTormance of any other obligations to be pevTormed by Lessee. ib) Lessor may accept Rent or peformance of Lessee'i obligahons from any petson other than Lessee pending approval or diiapproval of an assignment. Neither a delay in the 'pptoval or disapproval of such assignment nor the acceptance of Rent or performance shall conshtute a waivet or eitoppel of Lessor's right to exercise its remedies lot Lessee's Default ot Breach (c) Lessor's consent to any assl@nment orsubletbng ihall not consbtute a consent to any subsequent assignment oisublethng. (d) In the event of any Default or Breach by Lessee, Lessor may proceed dkectly against Lessee, any Guarantors or anyone else responsible forthe perTormance of Lessee's obll@atlons under this Lease, induding any asiignee or iublessee, wlthout first exhaushn@ Lessor's remedies against any other person or enhty responsible ihetefot to Leisor, or any security held by Lessor (e) Each request for consent to an aisignment or sublethng shall be In writlng, accompanied by informahon relevant to Lessor's determinahon as to the financial and operafional neSpOnSibility and apptopriatenesi 01 the pLOpOSea assignee or sublessee, including but net limited tQ the Intended use andyor required mtidiflCatlOn tif the PtemiieS4 If any. together With a fee Of 9500 a5 considerah on for Leiior's coniidering and pitiCtiSllng taid request Leiiee agree! to pTOVlde LeSSot with such other ot addihonal inTormabon and/or documentation at may be reasonably requested. (See alto Paragraph 36) (f) Any assignee oT, or sublessee under, this Lease shall, by reason of accephng such asslgnment, entetlng into such sublease, or entenng into posseision Of the PTemiSeS Or any portion thereof, be deemed tO haVe aSSumed and agreed tO COmotm and COmpl7 With eaCh and eVery term, COvenant, condi!iOn and obligatlon herein to be observed OT peformed by Lessee during the term ol said assignment orsublease, other than such obligatlons at are contrary to OT Inconsistent with provisions of an aisignment orsublease to whlch Lessor hasspecifically consented to in vttiting. (g) Leiiois consent to any assignment orsublethnB shall not transfer to the asslgnee otsublassee any Option granted to the oii@inal Lessee by this Ltiaseunlesi such transfer is specifically consented to by Lesioi in writlng. (See Paragraph :1'l.2) 12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and condlhoni shall apply to any sublethng by Lesiee oT all or any part oT the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: la) LeSSee hereby aSSlgnS and TRANSFERS $O LeSSot all Of LeSlee'S interest in all Rent payable On any subleasei and cesior may collect such Rent and a491V Same toWaTd Le5See'S obllga5oni under thlS Leasei ptOVitled, hOWeVet, that tintll ;l B(tiBCh Shall occu( in the peTfO(manCe tif teSSee'S obligations, LeSSee may COlleCt said Rent. In the event that the amount colleded by Lessor exceeds Lesiee'i then outstanding obligahons any such excesi shall be refunded to Leisee. Lessor shall not, by TeaSOn Of the fotegolng ti} any aSSignment Of5uCh SubleaS3 nOT by teaSOn if the COllediOn tit Rent, be deemed liable to the subleiiee fOT any failure Of les5ee INITIALS 019 AIR CRE. All Rights Reserved. Last Edited: 11/18/2019 9:53 AM MTN-26.22, Revised 06-ICI-2019 Page 10 of 17 Last Edited: 11/18/2019 9:53 AM DocuSign Envelope l[): F6F71 16 under the sublease. Sublessee shall rely upon any such notlce from Lessor and shall p;iy all Rents to Lessor without any obligation OT rlght to inquire at to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the eVent Of a BreaCh by Lessee, LeSSOT tnay, at its Option, TequiTe SiibltiSSee tO attain to ltSSOt, in WhiCh event LesiOT Shall undtiriake the Obligatl0 nl 01 the subleSSot under SUCh SubleBse fTOm the 5me Of the exercise of said option to the expirahon ofsuch sublease; provided, however, Le5SOt Shall not be liable fOT anl7 prepaid TENTS O( SeCllTit7 depOtit paid b7 SUCh sublessee tO SUCh sublessor or JOT an'7 pTiOT I)elault! IX B(€aCheS Of SuCh sublessot. (cl Any mat!er requlting the consent of the subleisor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign OT sublet all or any part ol the Premises without Lessor's pntit wtitken consent. (e) LeStor Shall deliVeT a COp7 0f any notice of Default Of sreaCh by Lessee tti the subleiset, Who Shall have the }ight tO CuTe the Default Of LesSee Within the grace period, il any, speclfied in such notice. The sublessee shall have a tight of reimbutsement and offset from and against Lessee for any such [)efaults cured by the sublesiee. 13. Default; Breach;Remedies. 13.I Defaulli BTeaCh. A "Defaull' iS defined aS a failure ly the LeSSee tO COmpl7 With Or perlOTm any Of the TERMS. COVenantSI CONDITIONS or RuleS an d Regulatlons under this Lease. A "Breach" is defined as the occunence of one or more ofthe following Defaults, and the failure of Leisee to cure such Default within any applioble gracg period: (a) Tm aband On ment Of the l'remiSeS: OT the Vacating Ojthe PtemiSeS Without ptoVidlng a COmmerCiallV teaionable leVel Of 5eCUtity, OT Where the COVt rage Of the propez InSuranCe desCribed in Paragraph 8.3 iSieopHrdized ai a TeSult thereof, or WiihoUt pTOViding reasonable assurances to minimize potentlal vandalism. (b) The failure Of LtSlee to make any payment Of Rent or any SeCurity DeptiSit TeqUITed to be matle ly Lessee heteiindet4 Whether tO LeSSOT or to B thiTd party, when due, to provide reasonable evidence of iniurance orssety bond, OT to fulhll any obligabon under this Lease whlch endangers orthreatens life (l( properly, where such filure continues fora penod of 3 business days following written notlce to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SH ALL NC)T CONSTITIITE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLIIDING LESSOR'S RIGHTTO RECOVER POSSESSION OF THE PREM15ES (C) The failure Of LeSSe e tO allOW LeSSot and/or itS agents aCCeS! tO the PtemlseS orthe CtimmiS!10n OfWalte, act OT aCtS COnstliu5ng piibliC or pTivale nUlsanCt, and% an illegal aCttVlty On the PremiSeS ly Lesste, Whe(e SuCh aCtiOnS continue LOT a petlod O{3 buiineSS DAYS fOlloWlng written ntitlCe tO Lessee. In the event that Leisee commiti waite, a nuisance or an illegal aThVit7 a seCOnd iime then, the LeSSO( mad eled io treat SUCh COndUd aS a non-cuiable Breach rther than a Default. (d) The failure by LeSStie tO ptOVide li) reasonable Written eVidenCe oTcompliance With AppliCable Requirements, (ii) the set'viCe COntractS, (ill) the TeSCiiSIOn Of an unauthorized aSSignm ent or subletling, (iV) an Estoppel Cer5fiC;itt OTflnanCial Statetnent4 (V) a requested Sub ordina5on, iVii eVidenCe COnCeTning any guaranty and/or GuaTantOTl (Vii) any document t'equesled under PaTa8THph 41, IViii) mateTial lafety data Sheets (MS €S), Or (iX) any Other documenta5on tir information which Lesior may reasonably require of Lessee under jhe terms if this Lease, where any such bilute contlnuei fat a period of IG days folloviing written (e) A Default by Lessee 85 tO tbe TERMS, covenant4 condihons or ptoViSIOnl Of thiS lease, OT 01 the TuleS adopted under Paragraph 2.9 her €til. Other than thtise descrited in subparagiaphs l:l.l(a), tb). tc) or (d), HboVe, Where StiCh Debult con5nues lot a peTiOd Of30 days atiet wrmen notlce; provldedi hOWtiVer, that if the nature tif LeSSee'S Default iS SUCH thaf more than 30 days aTe TeaSOn9bl7 requlied for Its Cure, then it 5hall n OF be deem ed tO be B BTeaCh if LeSSee COmmencel such cure within said 30 day period and thereaf!er diligently prosecutes such cute to completion. (t) The occurrence Ofany tifthe {0110Wing events: (i) the making Of any general attangem ent Or asslgnm ent TO( the benem OfcrmitotS; (ii) bectiming a "debtor" aS deflned in 11 u.s.c. 'i IOI or any SUCCessO/ 5tatutti thPtetO lunle5s, In the Caie Of ;i pe5tion hled agJnSt LeSSee, the tame IS diSmlsStid Wlthin 60 days); (iii) the appointment of a trustee or receiver to take posiession oT iubsianhally all of Lessee's assets located at the Premises or of Lessee's interest in this Lease. where possession iS n at restored tO Lesiee Within 30 dan; or tiV) the attachment, executlon or OthtiT ludiCial seizure 01 substanhally all of Lesiee's asseti Ititated at the pie miseS OT Of lessee's interest tri thiS Lease< Where SuCh StiiZutti ig net diSChB(8ed Within 30 DAYS, pTOVldfld, htivteveT, in the eventthat any pTOViSiOn at thiS iubpar'agraph is contrary to any applicable law, such pTttViSiOn Shall be Of no force OT effeCt, and net affect the Valldlty ofthe remaining ptOVi{iOns. Ig) The discovery that any financial statement OT Lessee or of any Guarantor glven to Lessor was materi;illy Talse. (h) If the perTormance oT Lessee's obligations under this Lease it guaranteed: li) the death ol a Guaranto7 (ii) the tetminahon of a Guarantor's liabilii With respect tO thiS L@aSe Otherthan in accordance With the te(mi or suCh guaranty, (iii) a Guataniot's becomlng insolvent Or the SubieCt Of a bankruptcy filing, iiV) a GuarantOT'S refusal tO honor the guaranty, OT (V) a GuaTantOt'S breaCh OfitS guaranty obligahon On an antiCipatOry baiiS, and LeSSee'S Tailute, Within 60 tlay( fOlltiWln written nOt'ce OT any SUCh eVent, tO pmVide WTitten alteTnafiVe aisurance OT SeCutity, WhiCh, When coupled With thti then eXISting teSouTCet Of LeSStiti, EQUALS or exceeds the combined flnancial resources oT Lessee and the Guatantors that existed at the tlme of executlon ofthls Lease. 13.2 Remedies. If LeSSee hilS tO perlOLm any Of itS affvmatlV@ dutles Or obliga5ons, Within 10 DAYS affer W(itten nOtlce iot In Caie Ofan emergency, Without noh'Ce}, LeSSor mad, at itS Optt On, peform SuCh dUty OT obliga!ton On LeSsee'S behalf, induding but net limited tO the obtainmg 01 TeBionablY rpqiiiTed bands, inslltance polictes, or governmental LICENSES, pl(mitS at approvals. Lessee Shall pad tO IJSS(IT an amOunt equal tO 115% 01 the C%tS and expenses incuffed b'/ LISSOT in suCh performance upon TeCeipt Ofan inVtiiCe therefor. In the eVent Of a BTeaCh, LeSSor mad, With OrWithOui further n05Ce Or demandi and Without limiting LessoT in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate LeSsee'S Tlght tO pOSStSSiOn Of the PtemiSeS by any laWTul meanSl in WhlCh Case thiS LeaSti Shall termlnate and LeSSee Ihall immediaiely Surrtnd et pOgSassiOn tO LesSor. In SuCh @Vtint Lessor Shall be entitled to TeCOveT fTOm LeSSee: it) the unpaid Rent WhiCh had been earned at the !ime tif termination; (ii) the worth at the tlme of awam of the amount bywhich the unpaid tent whlch would have been earned afiet termmahon unhl the tlme ol award exceeds the amount O( suCh rental 1055 that the vSSee ptOVeS could haVe been reasonably avoided; (iil) the Worth at the t'me tif aWaTd tit the amount by WhiCh the unpaid rent for th e balance OT the term atie} the tme tif awaTd exCeedS the amount Of suCh rental losS that the Laiiee pTOVeS could be reasonablV aVOised; and iiVi any Other amtiunt necesiary to compensate Leisor lot all the detnment proximately caused by the Lessee's Tailure to perTorm its obligatlons under this Lease or which in the ordine CO ur(e Of thingt WOuld be likely tO result theTef(Om, including but net limited tO the COSt Of TeCOVetlng p05SeSli0n Ofthe PTemiSes, eXpense5 0f Teletl'lng, includin necessary renovation and alterah on oT the Premises, reasonable attomeys' FEES, and that pOtb'On tit any leasing commission paid by LeSSor in connectlon wlth this Lease applicable to the unexplred term of this Lease. The wodh atthe h'me oT award ofthe amount refet'ted to in provision (iii) ol the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank ofthe District within which the Premises are located at the time of awam plus one percent. Efforks by Lessor to mihgate damages caused by Lessee's Breach tfthis Lease shall not waive Lessor's tight to recover any damages to y7hich Lessor is othetwlse entitled. If termination of this Leaie is obtained through the provisional remedy of unlawful detamer, Lessor shall have the right to recover in Such proceeding any unpaid Rent and damages aS are teCOvetable therein< OT LeSsot may TeSeTve the TighI tO T€COVet all OT any part theTtitiT in a Separate suit. If B notice and gTaCe peTiOd teq Ulred und et Paragra ph 13.1 WaS net pTeViOutl7 given, a nOfiCe to pad Tent Or quit, or to perk tiTm Or qUit given tit LeS5ee under the unlawful detainer statute shall also constltute the noklce requked by Paragraph 13.1. In such ilicable grace penod required by Paragraph 13.1 and the unlawful 019 AIR CRE. AI I Rights Reserved. Last Edited: 11/18/2019 9 :53 AMLast Edited: 11/18/2019 9:53 AM Page 11 of 17MTN-26.22, Revised 06-10-201!1 DocuSign Envelope ID: F6F7162A-BEAD-4426-8AF5-42D9E49E5E16 detainet statute Shall fun concuTten% and the failure 01 Leisee tO cuTtt the Default Withln the gTeatet Ofthe two tuCh gtaCe perlodS Shall conlfitute bath a n unlawful detainet and a Breach ofthis Lease enhtling Leisot to the remedies provided for In this Lease and/or by said statute. ib) Confinue th e Lease and Lesiee's Tlght tO ptiSSeStiOn and TeCOVet the Rent aS it beCOmeS due, In WhiCh eVent LeSsee mad tublet or aiiign, subject Only tO reasonable LIMITATIONS. AdS Of maintenanCe, effOrtI tO Telet, and/or the appointment Of a }eCeiVeT tO pmtect the Le5SOt'S inteTestsl Shall net CtinshtUte a tetminatlon of the Lessee's right to possession. (c) Pursue any other remedy now or heteaTtet available under the laws or judicial declsions oT the state wherein the Premiies are located. The expkation or tetminahon of thls Lease and/or the tetminahon of Lessee's right to possesiion shall not relieve Lessee from liability under any indemnity provisions of thv Lease as to mattert occurring or acctuing during the term hereof or by reason of Lessee's occupancy ofthe Premises 13.3 Inducement Recapturei Any agreement JOT l(ee or abated Tent or Other Cha(gas, the COSt Of tenant impTOVtimenti fat LeSSee paid for or petfOTmed ly LeSSOT, tx Torthe giVlng or paying ly LsiOT tO OF fioT LeSSee 01 any Cash O( Other bontiS, inducement or conSidaraffon fO( LeStee'S entering intO thiS Lease, all tfWhiCh concessions are hetelnafter retetted to as "Inducement Provisions," shall be deemed conditioned upon Lessee's full and faithful pefotmance of all ol the termi, covenants and CO ndiiiOnS Of thiS Lease. u pan BTeaCh Of thiS Lease by LeStee, any SUCh Inducement PmVISIOn Shall automatlcally be deemed deleted lLOm thlt Lease and 01 nO further fOTce or effect, and any tent, Othe( charge, bonus. inducement Or coniidetatlon theTetolote abatetl giVen OL paid by Le5SOT under SuCh an Inducement %ViSiOn Shall be immediately due and payable by Leisee tO LeSittr, notwithstanding any SUbSequent Cutti tifSaid BteaCh by Lssee. The aCce ptanCe bil besior of rent or the cute oT the Breach which Inihated the opetahon of this paragraph shall not be deemed a waivet by Lessor of ihe provisions of this paragraph unless specifically so stated in vmhng by Lessor at the tlme of such acceptance. 13.4 Late ChaTges. LeSSee het'eby aCknOWledget that late payment by LeS5te Of Rent Will Cause LeS}OT tO inCuT COsti ntit conlemplated ly thiS LeBSti, the eXact am aunt Of WhiCh Will be eXtlemelV difflCult tO aSCettain. SuCh COSts indude, but aTe net limited tO. ptOCeSSlng and aCcounfing ChaTgeS, and late ChatgeS WhiCh mad be imposed upon LeSSOT by any LendeTI Accomingly, if any Rent Shall net be TeCeiVedly LeSSot Within5 DAYS affeT SUCh amount Shall be dUe, then, WithOUt any Tequl(e m ent fOT n05Ce to LeS5eel LeSSee Shall 1mm ediately pad to LestOT a one-time late charge equal to 10% tif eaCh SUCh OVeTdue amount OR §100, WhlCheVeT iS greater. The partles hereby agree that such late charge representi a fair and reasonable asffmate ofthe coits Lesior will incur by reason ofsuch late payment. ACCeptanCe Of SUCh late Charge by Le51or Shall in tX) eV@nt constttute a tvalVet OT LeSSee'S Default CF BnaCh With respect tO suCh overdue amounta nOT pTeVent the eXetClte O( any Of the OtheT Tight{ and TemedieS granted heteundeTI In the eVent that a late Chat@e iS payable heTeundeTI WhetheT or ntit COllected, LOT 3 conSeCutiVe installm entS 01 sase Rent, then notwithstandlng any pmViSIOn Of thiS Lease $0 the conttarl, Babe Rent Shall, at LetiOT'S option, become due and payable qua ttetlil inadvance 13.5 Interest. Any m onetary payment due Lessor heTeundetl tttheT than latt charges, nOt neCelVed by LessOT, When diie Shall beaT Interest fTOm the 31st dad afteT it WaS dlle. The interest (" Interest") charged thall be computed at the Tlte Of 10% peT annum but Shall net exceed the maximum raje allOWed b7 mW. Interest is payable in addition to the potentlal late charge provlded for in Paragraph 13.4. 13.6 Breach by Lessar. (a) Notice ofBreach. Leisorshall not be deemed in breach ofthis Lease unlais Lesioifailswithin a reasonable hme to perTorm an obligatlon required to be perTormed by Lessor. For purpoies of this Paragraph. a reasonable hme ihall in no event be less than 30 days atket receipt by Lessot, and any Lender whose name and address shall have been furnished to Lessee in vttihng for such purpose. of written notice speclfying wherein such obllgabon of Leisor has not been perToimed, pTOVided, hoWeVet, that it the natuTe 01 LeSIot'S obligation iS suCh that mOTe than 30 DADS ate TeaSOnably required fOT its pefoimance, then LeSSot Shall net be in Iteach if perTormance is commenced wlthln such 30 day period and thereaffet diligently pursued to complehon. (b) PerTormance by Lessee on Behalf of Lessor. In the eventthat neither Lessor nor Lender cures said breach within 30 days aTter recelpt oT said nohce, DT if having CO m m tnCed Said Cute they dO nOt diligently pursUe it tO COmplefitin, then Lesiee mad electto Cute Said breaCh at LtiSlee'S eXptinse and Offset iTOm Rent the actual and reasonable costto perform suCh cute, pmVided hoWeVer. that suCh Offset Shall net eXCeed an amount equal tO the greater Of One mOnth'S Base Rent Or the Security [)eposit, reserving Lessee's right to teimbursement from Lessor for any such expense in excess ofsuch offset. Lessee shall document the cost oT iald cure and supply said documeni;ihon to Lesioi. 14. Condemnation. If the Premises tt any portlon thereoT are taken under the power of eminent domain or sold under the threat of the exercise ofsaid power lcolleC5Veltl "Con demnati On"), thiS Lease Shall tetmlnate aS ttt the part taken aS Olthe date the condemning aUthOTity TAKES tltle OT pOSteS5iOn, WhlCheVeT htSk OCCutS. IT more than 10% ofthe floor area of )he Unit, ot mate than 25% of the parking spaces is taken by Condemnation, Leisee may, at Lesiee'i ophon, to be exercised in wlhng within 10 days after Leisot shall have given Leisee wltten nobce of such taklng %oy m the absence of such notlce, within 20 days after the condemnlng authority shall have taken possession) terminate this Lease as of the date the condemnin@ authorlty takes such poisesilon. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the porhon of the Ptemiies remaining. except that the Base Rent shall be reduced in proportion to the reduction in uhlity of the Premises caused by such Condemnation. Condemnahon awards and/or payments shall be the property of Lessor. Whether SuCh aWaTd Ihall be made B5 COmpenSatltin for diminutton in Value OTthe leaSehOldl the ValUe Ofthe part iakeni OT LOT SeVeranCe damages< p/tiVlded, hOWeVet, that Lessee Shall bti enttled tO any compensa5on paid by the condemnor for Lessee's telocation expenses, LAGS Of business gOOdWill and/OT Ttad e FiXtuteS, Without regard tO Whether tT net thiS Lease IS terminated pursuant ttl t)N pmViSiOnt of thls Paragraph. All Altera5ons and U51% Installations made tO the PremiseS by Lessee, for pu}pOSeS of Condemnabon only, shall be considered the property Ofthe Lessee and Lessee Shall be entltled tti any and Hll compensas On WhiCh IS payable therti{OT. In the event that thiS Lease iS ntit terminated ty reason tifthe Condemnation, Lessoi shall repair any damage to the Premlses cauied by iuCh Condemnation. INITIALS 2019 AIR CRE.All Rights Reserved.Last Edited: 11/18/2019 9:53 AM Page 12 of 17MTN-26.22, Revised 06-10-2019 DocuSign Envelope 1€: F6F'M62A-BEAD-4426-8AF5-42D9E49E5E16 16. Estoppel Certificates. la) Each Party (as "Responding ?any") shall within 10 days affet written nohce Trom the other Paq (the "Requesting Party") execute, acknowledge and deliver to the Requeshng Party a statement in wtl5ng in form similarto the then most current "Estoppel Certiffcate" Torm published BY AIR CRE, plus such additlonal mTormahon, confirmahon and/or statements at may be reaionably requested by the Requesbn@ Party. (b) It the Responding Pariy Shall hil tO execute or deliVeT the Estoppel CerHfli.te within such 10 dad pet=d, the Requesting Party may execute an Estoppel Cemficate statlng that: (i) the Lease is In full Torce and effect without modificahon except as may be represented by the Requeshng Party, (ii) there are no uncuted defaulti In the Requeifing Pat-ly'S performance, and iiii) if LeSiOT i5 the Requesting Parky, not more than One mOnth'S rent hag been pald In adVanCe. Prospective purchasers and encumbtancers may rely upon the Requeshng Party's Estoppel Certlhcate, and the Responding Party shall be estopped from denying the iruth of the facts contained In sald Cerhflcaie. In addihon, Lesiee acknowledges that anyfailure on its part to provide such an Estoppel Certlfioie will expoie Lessor to risks and potenhally cause Lessoi to incur costs not comemplated by this Lease, the extent ofwhich will be extremely difficult to ascertain. Accomingly, should the LeSsse fil to eX@Cute and/Or deliVet a TeqUested EStOppel Cer5hCate In a timely bShitin the monthly BaIe Rent Shall be autOma!iCally inCTealed, Wlthout any requlTement fi)T nOtlC€ tO Leisee, b7 an amount equal tO 10'A Of the then eXii5ng Bale I%nt Of 9100, WhlCheVeT iS greater ICF /emaindet Of the Lease. The Parhes agree that such increase In Base Rent represents Fair and reasonable compensation forthe additional risk/costi that Lessor will incur by reason of Lesiee's failure to provide the Eitoppel Certlftcate. Such increase in Base Rent shall In no event constltute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certrhcate not prevent the exercise of any of the other rights and remedies granted heteunder. (c) If Lessor desltes to finance, rehnance, or sell the Premises, OT any part thereof, Lessee and all Guarantors shall withln 10 days after wiltten nohce from Lessor delivetto any potential lender or purchaser designated by Lesiorsuch tlnancial statements as may be reasonably requked by such lender OT purchaser, Including but not limited to Leisee's flnanclal statements for the past :l years. All such hnancial statements shall be received by lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set fohh. t7. Definition of Lesior. The term "Lessor" as used hertiin shall mean the owner or owners at the h me in queshon ofthe fee htle to the Premises, or, if thli is a subleasei of the Lessee's inteTest in the pTIOT lease. In the event of a transfer Of LeS50T'S htle or interest in the PTemiseS OT thiS Lease, LeStOT Shall d eliVtit 40 the ttansTeree ot assignee (in cash or by credit) any unused Security Deposit held by Leisor. Upon such transfer orassi@nment and delivery of the Security Deposit. as afOTeSaid, the prior Lesior shall be relieved of all Ilability with respect to the obligatloni and/or covenants under this Lease the(eBftet tO be perlOTtned bil the Le510T. Subject to the foregolng, the obligatlons and/or covenanti in this Leaie to be perToimed by the Lessor shall be binding only upon the Lesiot as hereinabove defined. 18. Severabillty. The invalidity of any provision of this Lease, as determined by a court oT competent jutisdictlon. shall m no way affect the validity of any other provision hereof. 19. DayS. 11nleSS OtheTWiSe tpeCifically indiCated to the conitaty; the WOTd "da75" a5 used in thil Lease Shall mean and Teler tO calendar DADS. 20. limitation On Liability. Th e obligatloni Of LeSSOT underthiS Lease Shall net COns5tute peTsonal obligations Of LeSsor, Or its partners, memb eTS, dlreCtOTS, OfficeTS at SharehOldetH, and Lessee Shall 100k to the Premises, and $0 nO Other aSSetS 01 LesSOT, Totthe sah'sfaction of any liability of Lessor with respect tO thlS Lease, and Shall net Seek }ecoUrse agalnst leslOL'S partners. members, diTectOTt, Officerl Or ShaTehOlderS, OT any tiftheiT personal aS!etS for SuCh sahsfaction. 21. Time of Essence. Time is ofthe essence with resped to the perTormance of all obligahong to be performed or observed by the Parhes under thls Lease. 22. N O Prior Or Oth eT Ague em entSi Broker DiSClaime(l ThiS Lease CONTAINS all agreements between the Parties Wlth Tti5pect tO any matter menhoned hereln< and nO Other pTiOT OT contemporan eOuS agreement or understanding Shall be effechve. Lessor and Lessee each represents and warrants to the Brokers that it has made, atid IS relying SOlel7 upon, itS OWn investiga5on aS tO the nature. quality, character and hnancial responsibility ofthe other Party kO thiS Lease and aS $0 the use, nature, quality and character of the Premises. Brokers have no responsibility with +esped thereto or with respect to any default OT breach hereof by either Party. 23. NOtiCaS. 23.1 Notice Requkemems. All nohces required or permitted by this Leaie O( applicable law shall be in wrihng and may be delivered in person lby hand or by COurier) or mHtl be sently (egUlat, Ctirtlfied at Tegisteted mail or u.s. Poital Seniice EXpTeSl Mail. With postage prepaid, OT by facsimile tranSmiiSiOr5 0T by emaill and shall be deemed sufficiently given il served in a manner specified in this Paragraph 23. The addtesses noted adjacent to a Party's slgnature on this Lease shall be that Party's adtkess for delivery or mailing of nohces Either Party may by written nohce to the other specify a different address for notice, except that upon Lessee's taking p05Se}li0n Ofthe %miSes, the Premi}eS Shall COnStituie LeSltie'S ad DIETS for notlce. A Ctip7 0f all no5Ces to Lesior ihall be CtinCuTtentlV transmitFed tO suCh parky or parHei at such addresses as Lessor may from time to !ime hereafter designate in witlng. 23.2 Date Of NOtice. Any nOtiCe Sent ty registered O( Cerbfied mail, tetUm receipt requsted, Shall be deemed given On the dme 01 delivery ShOWn On the reCeipt Card, Or if nO deliVery date Is ShOWn, the postmark theteoni If sent ly TegulaT mail the notiCe Shall be deemed giVen 72 hOutS after the Samti iS addreSSed aS tequlredhetelnandmailedwithpostageprepaid. NohcesdeliveredbyUnitedStatesExpreisMailotovetnightcourletthatguaranteesnextdaydeliveryshallbe d eemtd giVen 24 hOut'i after deliVery Of the Same to the PDstal ServiCe tiT courier. NtitiCe( delivered by hand, OT ttansmmetl ly facsimile tranSmissiOn Or by timail Shall be deemed dellVeTed upon actUal Teceiptl If nOtlCe iS teCeived On a SatumaV4 SundaV or legal holiday it Shall be deemed TeCeiVed On the next business dad. 23.3 0 ptlO nS. N Otwithstand:ng the foregoing, In OTdeT tO eX€tClse any 0 ptti nS iSee paragraph 3!1), the NOliCe must b e Sent bY Certlfled Mail lTetUtn t'eceipt requested)< EXpTeS5 Mail (signature required), courier Isignature required) or some OtheT methodology that pTOViseS a recelpt establiihing the date the nottce was recelved by the Lessor. 24. Waivers. (a) NO WaiVet b7 LeSStit Ofthe Default or 8TeaCh or any term, covenant or Ctindi5 0n heTeOTby Lessee< Shall be d eemed a WaiVet O{ any Other ttiTm, covenant or condition hereof, CIT of any subsequent [)efault or Breach by Lessee of the same or oT any other term, covenant or condihon hereof. Lessor's consent to, or approval oT, any actshall not be deemed to render unnecessary the obtainmg of Lessor'i consent to, or approval of, any subsequent or similar act by Lessee, or be construed at the basis of an estoppel to enforce the provision or provisions of this lease requlring such consent. (b) The acceptance of Rent by Lesstt shall not be a waivet of any Default or Breach by Leiiee. Any payment by Lesiee nay be accepted by Lessoi on account 01 mtini€S at damages due LeSSOt, notwithstanding any qualifymg statements Of conditions made by Lessee in connectlon therewith, which such statements and/or conditlons shall be of no force or effect whatioever unless specifically agreed to in wrihng by tesioi at or before the hme of deposit of such payment. INIIIAL!i IR CRE. All Rights Reserved. MTN-26.22. Revised 06-10-2019 Last Edited : 11/18/2019 9 :53 AM Page 13 of 17Page 13 of 17 DocuSign Envelope ID' F8F7162A-BEAD-4426-8AF5-42D9E49E5E16 (c) THE PARTIE5 AGREE THAT THE TERMS OF THIS LEASE SHALI GOVERN WITH REGARD TO ALLMATTERS REIATEO THERETO AND HERESY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENTTHAT StlCH STATUTE IS INCONSISTENT WITH THIS LEASE. 25. DisclosuiesRegardingTheNatuieofaRealEstateAgencyRelationship. (a) Wheii entenng into a tliscussionwith a real estate agent regarding a real estate (ransachon, a Lessot OT Lestee should Trom the outiet understandwhattype of agency relahonship or TepteSentatiOn It has with the agent OT agents in the transachon. Lessot and Lessee acknowledge being adviied by the Brokers inthistransactlon, aslollows: (il 7. A Lesior's agent uiidet a listlng agreement with the Lessoi acts 'as the agent for the Lessoi only. A Lessot's agent or subagenthaS the followmg aFvmahve obligah ons: ' A fiduCiary duty Of Utmost care, InJTity, hO ntisty, and loyalty in d ealings With the LeS!or. 7kheLessor: (a) Diligent exercise of teasonable skills and catti in pefotmance of the agent's duties. (b) A duty of honest and fair dealing and good fith. (c) A duty todlSCIOSe all facts knOWn to the agent mateTlally affec5ng the value or deSirabllity Of the property that aTe not knOWn tO, otWithin the dill@tint atten5an andobservatlon of, the Parbei. An agent Is not obligated to reveal to either Par!y any confidenhal information obtained from the other Party which does not mvolve tbe afflrmatlve duties set Todh above lii) 7. An agent can agree 10 aci aS agent fat the Lessee Onl7. In these situations, the agent iS not the LeiSOt'S agent, eVen if bVagteementth e agent mad TeceiVe Ctimpensa50n fOT ServiCeS tendeTed, eliher in full Or in part lLOm the LeSSor. An agent ac5ng Onltl FOE a LeSSee hag the fOllOWingaffiTmatiVe obligatlonsi ;i A fiduCiaty dUiy tif utm OSt CaTe, Integrity, h OneSty, and 10ilalty in d ealingi With tm Lesieei TO the LeSSee and the LeSwr: (a)DiligentexerciseolreasonableskillsandcareinpeformanceoftheaHent'sdutles. (b)AdutyofhonestandTaiidealingandgoodfaith. (c)Adutytodiscloseallfactsknown to the agent materially affecting the value or desirability of the property that are not known to, OT within the dillgent attenhon and obsetvatlon of, the %rbes. An agent is not obligated to reveal to either Party any conffden5al information obtained from the other Party which does not involve the afhrmatlve duhes set forthabove. (iiil Aqrnk RepreSemnq tiOth Lessot and l €Ssee. A ieil 9State ;i8ent, either actin@ diiectl7 D} through One Or more associate licenses. tan lega11y bethe agent Of bath tFe LeSsoT and the LeSSee in a tTanSacfi On, but Only Wlth the knOWlmge and COnsent Of b 0th the Lenin( and the Le5lee. In a dual agency Situa50ty the agent ha! the fOllOWing affirma5ve ObligabonS tO btith the Lessor and the Levies: (a) A fi duCiH ry duty 01 Utm Ost CaTe, integrity, honesty and 107alty in th e dealings With either Lessot OT th e LeSSee. ib) Other du5eS tO the LBSSot and the LeiSee aS stated aboVti In subparagra(ihs (11 ti( (fil. l(l Tep(eSentlnB both LeSsot and Lessee, theagent mad net, WitFOUt the eXp(eSS petmlSSIOn Ofthe TeSpectlVe Party, dlsCltiSe tO the titheT Party confi denttal Infotma!ton, including, but net limited 40, far!s rela!ingtO either LeSSee'S or LeS5ot'S finanClal pOSitlon, mohvatloni, bargainlng posihon, OT Other peT50nal information that mad impaCt renI induding LeSSot't willingness toaccept a rent less than the listlng rent O( lesseeas willingness to pay rent greater than the tent offered. The above du5es of the agent in a real estate transachon donot relieve a Lessor OT Lesiee from the responsibility to protect thelt own interests. Leisor and Lessee should carefully read all agreements to assure that theyadequately eXpTeSS their understandin € Ofthe transaction. A real estale agent iS a person qualified tO adVlSe about real estatei If legal or taX adViCe Is deSiTed, COn5ult acompetent professional Both Lessor and Lesiee should strongly consider obtaining tax advice ltom a competent professional because the federal and state taxconsequences of a transaction can be complex and subject to change. (b) Brokers have no responsibility with reipect to any default or breach hereof by either Party. The Parses agree th;it no lawsult or other legal proceeding inVOlVing any bIeaCh Of duty. eTTot OT OmlSSIOn nelatlng kO thiS Lease mad be brO+ight againsi BTOker more than One year after the StaTt Date and that theliability (includlng COutt axts and atkti(neyS' FEES}, Of Rny Bttike(With TeSp9ctto any suCh laWsuit and/or legal proceeding Shali not eXCeed the iee received by 5uCh BTOkeT pursuant to this Lease, provided, however, that the totegOing limitation 0n eaCh BTOkeT'S liability Imll net be appliCable $0 and gTOSS negligence OT Will{Ulmisconduct of such Bmket. (cl Leiior and Leisee agree to idenhfy to 8iokeis at "Confidential" any communicatlon or iiifotmahon given (liokeis that is consideiecl by such Party tobe confidenhal. 26. No Right To Holdovet. Lessee hat no rlght to retain poisession of the Ptemisei or any part thereof beyond the explrahon ot termination oT this Leasa. In theeVtint that Lti5See HOLDS OVe}, then the Base Reiit Shall be inCleaSed tD ISO% 01 the Babe Rent applicable immedlately preceding the eXpltatltin or terminatlon. Holdovet Base Rentshall be calculated on monthly basis. Nothing contained herein shall be construed as consent by Lessot to any holding over by Lessee 27. CO mulatiVe Remedia'. NO Temedy OT electlon heTeundeT Shall be deemed eXCluSiVe biit Shall, WheTeVet pOtSible, bti cumulafiVe Wilh all Other TemedieS at laW O(in equity. 28. Covenan!s and Conditions; Construction ofAgreement. All provisions OfthiS Lease tO be ObSerVed OT pertotmed by Lessee ane bath covenants and COndibonS.In construing thiS Lease, all headings and titles ate for the convenience ofthe P;iitles only and shrill not be considered a part of thiS Lease. Whenever required bytheconteXt, the Singular Shall Indude the plural and Vice VetSa Thls Leg5e Shall net be COnstTued aS if prepared by One Oithti Partles, but tather aCCOTding to it5 faltmeaning as a whole, as if both Parhes had prepared it. 19. Binding Effedi ChOiee O( taW. ThiS Lease Shall be binding upon the Parties, theiT petSOnal TeptesentatlVet, SUCCeSSO}S and a5Slgnt and be goVerned byth@ laWSof the State in which the Premises are located. Any litigatlon between the Parhes hereto conceming thls Lease shall be inihated in the county in which the Premisesare located. Signatures to this Lease accomplished by means of electronic signature OT similar technology shall be legal and binding. 30. Subordination; Attoinment; Non-Disturbance. 30.1 Sub oidination. ThlS Lease and any C)p5on granted heTe5y Shall b e Subject and SubOTdinate tO any ground lease, modgage, deed Of trust, OT OtheT hypothecatlon Or SeClffit'/ deViCe (COlleCtiVel7. "5eCuTit'7 DeViCe"), nOW O( hereafter placed Upon the Ptemisel, tO and and all advances made On the SeCllFit7 the(eOl,an d $0 ;ill TeneWals, mOdihCatlOns, arid eXtenSiOnS theTeOl. LeSsee agnees that th@ hold tiTS Ofany SuCh Security DeVICeS iin thiS Lease together re(erred to aS "Ltinde}")shall have no liabllity or obliHah'on to perform any oT the oblJ,aHons of Lessor under this Lease. Any Lender may electto have this Lease and/or any Option @rankedhereby Superior tO thti Ilan Of itS SeCuTity DeVICe by giving wtiffen no5Ce theTetif tO Lesiee, whereupon thll LeaSti and suCh OpffDnS Shall be deemed prior tO SuChSecurity Device, notwithstanding the relahve dates of the documen(ahon or recoidahon )hereoT. 3[].2 Attornment. In the event that Lessortransfers tltle ta the Premises, oithe Premises are acquited by another upon the Toreclosure tit teiminahon of aStiCuTity DeViCe kO WhiCh thiS Lease it lubOTdin;ited (i) Le5See Shall, Subjed tO the nOn-dlstuTbanCe pTOVi510nS Of Paragraph 30.3. atlorn tO SUCh neW OWnet, and Upon request, enter into a new lease, cotitaitiinB all of the terms and ptovislons of this tease, with such new owner TOT the remainder oT the (etm hereof, or, at the electlonol the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lesstir shall thereafter be relieved of any further obl:gahons hereundet and such new owner shall assume all of Lessot's obligatlons, except that iuch new owner shall not: ia) be liable for any act OT omission of anypnot lessot OT with resped to events occutrlnH prior to acquisihon of ownership; (b) be subject to any offsets (l( defenses which Lessee might have ;iBainst an'y prior lessor, Ic) be bound by prepayment oT more than one month's rent. OT (d) be liable forthe return of any security deposit paid to any pnor lessotwhich was not paid OT R CRE. All Rights Reserved. MTN-26.22, Revised 06-10-2019 (ast Edited: 11/18/2019 9:53 AM Page 14 of 17 DocuSign Envelope 1€: F6F7162A-BEAD-4426-8AF5-42D9E49E5E16 30 3 NonDisiurbance. With respect to Security Devices entered into by Lessot affei the execution of this lease, Leisee's subordination ofthis Lease shall besubjec) to receiving a commercially reasonable non-disturbance agreement (a "NonDistsbance Agreement") from the Lender which Non-Disturbance AgreementpTOVldeS that Lessee's pOSieSSiOn Ofthe Premises, and thlS lease< including any Options tO extend the teTm henOf, Will net be diStuTbed SO 10nR aS Lessee IS net inBTeaCH h eTe Of and attOTnS to the TeCOTd OWnet 01 the Premises. FuttheT4 Wlthin 60 da75 after the execuhOn Of thii Lease, tetiO( Shall. If TequeSted by Lestee. use itscommercially tpasonable efforli to obtain a Non-Disturbance Agreement from the holder of any pie-existing Securlty Device which is secured by the Premises. In theevent that Lesso( IS unable tO pmVide thti Non-Disturbance Agieementwithin s;iid eo days, then Lessee may, at Leisee's option, directly contact Lender and attemptto negotlate forthe axecuhon and delivery ofa Non-DisturbanceAgteement. 30.4 S elf-EXeCuting. The agTeem€nts COntalned In thil Paragraph 30 Shall be effeCtlVe Without the exeCutlO n tif any lurthe( documents; pmVided, hOWtVe(, that,upon WTitten request !ram Lessor or a Lender in COnneCtlOn With a Sale, finanCing or TefinanCing Of the PtemiSeS, LeSset and LeSsoT Shall eXtCute suCh further WH5ngSas may be reasonably vequlted to separately document any subordination, attornment and/or Non-Disturbance Agreement provitled Tor herein. 31. AtiOTn eye' Feet. Ifany Party or stoker BRINGS ;in acnon Of proceeding invOlving the premises Whetherftiiinded in tart, CtintTact O( e qUn7, or tO deClaTti Tightsheteun det, the PTeValling Party (aS heTeaffet defined) in any SuCh pTOCeedin8, actl On, or appeal thereon< Shall be entitled tO teaSO nable aitOTney5' LEES. SuCh FEES madbeatvattledintheSameSuitOTteCtiVered:nasepaTateSuitlWhetheTtiTnOtSUChactltinoTPnoCeedingispUtsuedtodeCiS:OnOTiudgment Thetetm,"PreVailingPaTiy" Shall include, without limitation. a party Or BTOke} Whti substanhally Obt8inS Or deleati the Ttiliel Sought, aS the Cage mad be, Whether by compromise,settlement,iudgme nt, a(the ah;itidonment by the Gthe( P;itty oi Bmke+ Of itS Claim oi defense. The attorneys' LEES aWaTd Shall net be computed in accordance Withany COurt fee SChedulg, but Shall be suCh aS tO fUll7 reimburse all attOTneyi LEES TeaSOnablV incutt'ed. In addi5t+n, ttjsor Shall be entltled tO atttttneVS' fees, coskS andexpenses incurred in the pteparatlon and servlce of nohces oT Default and coniultations in COnneC50n therewith, whether O( not a legal action is subsequentlycommenced in connection with such Default OT nesulhng Breach tSzoo Is a reasonable minimum pet OCCuTtenCe for such servicei and consulttlon). 32. lsSOr'SACCessiShOWingPremiSeSiRepaiTS hesiotanticessat'sagentsihatihavetheti@huoentenhepiemisesatanytime,mthecaseotanemergtincy.anti OthetWiSe at TeaSti nable tl m eS after reasonable ptloT nOtiCe fOT the puTpOSe tifShOWing the same to pTOSpectlVe putChaseTSl lenderSl or tenants, and making SuChalteTatltins0 nepal}S. ImpTtiVementi or addltiOnS to the Premises 85 LtSsor mad deem neCeSSary Or tlesil-able and the eTec5ng, uSing and maintaining Of utllifiesiSeNlceS, pipel a nd COndiiit5 thmugh the l)TemlseS and/oT Other pTemls€S aS long aS there iS nO material";idverse effeCt On Lease e'S use Ofthe PffemiSes. All lUChachvihes shall be without abatement of rent or liability to Lessee. 33. AucH tint. Lessee Shall net conduCt, not peTmit tO be COnduded, any auCtiOn upon the PTemiseS Without Lessor'S pTIO( Wr:lten COnSentl LegsoT Shall not beobligated to exercise any standard of ieasonableness in determining whether to permit an auchon. 34. Signi. Lessor may place on the Premises ordinary "For Sale" signs at any hme and ordinary "For Lease" signs during the last 5 months of the term hereof. ExceptJOT ordinary "For SubleaSe" St@nS WhiCh mad be placed Only On the Premisesi Leisee shall not place any sign upon the Project without Lessois prior written consent.All signs must comply with all Applicable Requkementi 35. Terminationi Meigeri UnleS5 SpeCi{laill7 stated Othe}WiSe in W(itln@ by LeSSOr, the Vtiluntary Of OthtiT Stir(endtir Of thiS Lease by Lesseti,the mutual te(min;tttGnor cancellafi On hereof, or a termlnah on h eTeot by LessOT IOL BreaCh by Lessee, shall automatically terminate anysublease or leSSet estate in the Premlses; ptOVlded,hoWeVeT, that Le5sot mad elect tO con5nue any tine O} all eXiStlng subtenanciesi LeSSOT'l failure Wlthin 1(] da7i fOlltiWing any SuCh eVent tO eled tO the contTary byW(itvn notice tti the ht+ldeT Ofany SiiCh leSSeT interest, Shall constitute LeSSotal election 40 haVe suCh eVent COn55tutt the leTmlnattOn OfsuCh Intetest 36. Consentii All }equeStS (OT consent Shall be in wrlbng. Except as otherw:se provlded herein, wherever in thlS le;tSti the COnient at a Party Is TtiquiTed tO an aCt byOTiOT the Othti( %ity, iuch COntent Shall net be unrtiaSOnably Withheld OrdelaVtid. LeSSOt'5 actual reaionable CO5ts and eXpenSes (induding but net 11mited tOaTChitectS', atl0mey5: englneets' and Other COnSUltantS' FEES) incutTed in the COnsidetatltin Of, Or TespOnSti tti, a nquest ly le;see for any Lessot COn5ent4 mcludingbut tiot limited to consents to an assignment, a sublettlnB or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice andsupporbng documentatlon khe[elrx. LeSSOr'S consent tO any act. asilgnment O( subletklng shall not conshtute an acknowledgment that 70 Default itBteaCh by LesseeOf thiS L@age eXistS, n OR Shall suCh ctinsent be deemed a waiVeT Of any then existlng Default tir BTeaCh, except aI mad be Otherwise specihcally Stated in Wtiting byLessot at the time oT such consent. The fallure to speclTy herein any p;irticular condltion to Lessoi's consent shall nnj predude the Imposihon by Lessor atthe 5me ofconsent of such further or other conditlons as are then reasonable with reference to the partlcular matter for which consent is being given. In the event that eitherPattg diSag(titiS With any detetminBtlon made by tm Othe} lieieundei and ieaionably TequeSti the Tea50ns {Or suCO deteiminafitin< the detetmining party Shall lUmiShits reasons in witlng and in reasonable detail within 10 business days following such request. 37. Guarantor. 37.1 EXecutiOn. The GuaTantO(51 if any, Shall tiaCh eXecute a guaranty in the TOTm mast reCently pUblilhed BY AIR CRE37.2 Default. It shall coiistltute a [)efault of the Lessee if any Guarantotfiils (l( re(uses, upon tequest to provide: la) evidence ojthe execuuon oTthe guaranty,Including the authOHty Of the pam Sl[ning On GiiarantOT'S behalftO 051i8ate GuarantOr4 and in th e CaSe tifa CtrpOrate GUaTantot; a cerbfied CO py Ofa (evalution 01 it5beard Of DIRECTORS autharizing the makmg 01 5uCh guaranty. Ib) CUnent ftnancial Statement5, IC) an Estoppel CerMcate, or ld) written COnfiTmatlOn thatthe guaranty Issbll In effect 38. Quiet P ass egSlon. Subject to paymant by LeSseti Ofthe Rent and petf OTmanCti Of all Ofthe mvenantSI Ctinditlong Rnd ptoVISiOnS titi tel!etl part tti be Obsetvedan d pe rtotmed u ndeTthlS Lease, Lessee 5hall have quiet 40SSeSiiOn and quiet enjoyment Of the premises during the term heretif. 39. OptiOnS. If Lessee IS granted any op5an, at detmed belOW, then thti ftilltiWing p{oViSitins Shall Hppl9.:19.1 Definition. "Option" shall mean: (a) the tight to extend OT reduce the term oT or renew this Lease tit to extend or reduce the term of or renew any leasethat LeSlee ha5 tin Other pTOp eit7 01 LeS50T; (b) the tight Olkt refusal Or fiTst Offer to lease either the PTemlseS or Other pmpetty Of LessOTi (Cl the Tighttti pu(Chase,the right of hrst offerto purchase OT the right of fnst tefuial to purchase the Premises or other proper of Lessor. 3(1.2 apt' onS Personal TO Original LeSSee. Ant7 0ptlon granted tO LeSSee in thlS leaie IS petSOnal to the original Lesseel and Cannot be aSSigned OT eXetCISed lyanya nti Othet than SBid otigmal Lessas and only while the original Lessee is in full possession Oi the Premises and, it Te quested by Lessori wlth Lesiee cettlfying thatLeisee has no intentlon oftheteafter assignmg OT subletting. g9.3 Multiple Options. In the event that Lessee HaS any multlple Ophons to eittend Of renew thlS Lease, a later OptiOti cannot be exercised unless the pTiti}Options have been validly exercised. :19.4 Effect ofDefault on Options. la) Lessee shall have no right to exercise an Ophon: 11) during the period commencmg with the giving of any notlce ol Default and conhnuing until saidDefault is CuTed, iii) during the period Of tim@ am Rent IS unpaid IWithoul regard tO Whtither nOhCe thereat IS given LeSSee), (iii) during the um e LsSee iS In B(@aCh Of CRE. All Rights Reserved.Last Edited: 11/18/2019 9:53 AM Page 15 of 17 DocuSign Envelope ID. F6F;'162A-BEAD-4426-8AF5-42D9E49E5E16 thiS Lease< Of (iV) In the €Vent that LeSSee haS been giVen 3 0T mOTe nOtlCe5 ofsepatate Debult, Whether or ntit thti Defaultt are Cured, during the 12 m Onth peTlod immediately preceding the exercise ofthe Opbon. Ib) The peTiOd OTtlme Within WhiCh an OpfiOn mad be eXeTCiSed Shall net be extended O( enlarged b7 teaion 01 Lessee's inabllit7 tO exercise an Optlon becauie of the provisions of Paragraph 39.4(a). iC) An 0 phon Shall terminate and bti 01 nO further foTCe OT effeCt, nOtwiihStanding LeSlee'S due and 5mehl €XeTCise Of the 0 pfi On, il, after SuCh eXeTCiSe and pTiOT tO the COmtnencement Of the eXtended ttTm or Completlon Of the puTChaSe, ii) Le!See FAILS tO pay Rentfor a peTitid Of 30 daliS after SuCh Rent becomes due (WithOUt a ny necessity Of LeSSOT tO glVe notice thereof), or Ill) if Lessee commits a BTe;iCh OT thi5 Lease. 40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessoi hereundet does not mdude the cost of guard service or other iecurity meaiutes, and that Lessor shall have no obligahon whatioever to provide same. Lessee assumes all responsibility lot the protection of the Piemiies, Lesses, its agenti and invitees and tmlr property from the ads oTthird parhes. 41. Reservations. Lessor reSeNeS the right: (11 to grant, WithOUt the consent OT lOinseT Of LeSsee, SUCh easements, RIGHTS and dedicatlons that Lessoi deems necessaTll (ii) to cause the recordahon ol parcel maps and restrictlons, and (iii) to create and/or install new utllity raceways, so longassuch easementi, rights. dedications, maps, Test nCtl Onl, and ufility TaCtwayS dtt net UnTeaSOnably intefete With ihti use Of the %miSeS by LeSSee LeSSee agTeet tO Sign any dOCuments reasonably tequeded by Lessor to effectuate such Sghts. 42. PerTormance llnder %test. Ifat any hme a dispute shall arise as to any amount OT sum ol money to be paid by one Party to the other under the provisions hereof, the Parky against whom the obligatlon to pay the money is asserted shall have the rightto make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to inshtute suit for recovery ofsiich sum If It shall be adjudged that there Wag n O legal Obligafi On On th e part Ofsaid Party $0 pay SuCh Sum or any partthe(eof, Said Party Shall be enb'tled tO nCOVet SuCh sum or so muCh thereat aS it tvaS not legally required to pay. A Party who does not initiate sultfor the recovery oT iums paid "under protest" within 6 months shall be deemed to have waived its right to protestsuch payment. 43. Authority; Multlple Parues; Execution. (a) If either Party heteto Is a corporahon, truit, limited liabillty company, pafnevship, or slmllar enhty, each individual execuhng this Lease on behalf of SuCh entity teptese nti and warrants that hti or She :S dul7 aUthOTi2ed tO execute and deliVeT thiS Lease On itS behalf. EaCh Party Ihall, Within 30 DAYS affet request, deliver to the other Paz satisfactory evidence of such authority. Ib) If thii Lease is executed by more than one person or en5ty as "Leisee", each such person or enhty shall be jointly and severally Ilable heteunder. It is agreed that any One Ofjhe na m ed Lessees Shall be empowered tO execute any amendment tO thlS Lease. Or Othe( document ancilla+V theTmO 9nd bind all Ofthe named Lessees, and Lestot may rely on the same as IT all ofthe named Lessees had executed such document. Ic) This Lease tnay be executed bythe Parhes in counterpam. each of which shall be deemed an onginal and all of which together shall conshtute one and the same instrument. 44. Conflict. Any conflict between the printed provisions oT this Lease and the typewritten or handwrilten provisions shall be controlled by the typewilten or handwitten provisioni. 45. Offer. Pteparahon ofthis lease by edhet party or rhelr agent and submission of same to the other Party shall not be deemed an offetto lease to the other Party. This Lease is not intended to be binding untll executed and delveted by all Parties hereto. 46. Amendments. This Lease mad be modified Onl7 in WTifing, signed bi7 the parbes in interm at the 5me tit thti mtidifiCa5 0n. AS 10ng aS th ey d 0 net matetiallV change LeSSet'5 obliga5ons heteun det, LeSSee AGREES to make !uCh reasonable non-mtinetary modi{iCatlOns tO thiS Lease aS mad be TeaStinably required by a Len d et in connecbon wlth the obtaining oT normal +inancinB OT iefinancing of the Premises. 47. Waiver of lury 1Yial. THE PARTIES HEREBY WAIVE TH EIR RESPECTIVE RIGHTS TO TRIAL BY 111RY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING 01JTOF THIS AGREEMENT. as. Arhittation ofDisputes. AnAddendum requlrlngtheArbijrationofall disputesbetweentheParhesand/orBtokecarising ofthisLtiase a a attached this Lease. 49. Accessibility;Ameiicanswith DisabilitiesAd. (a) The Premises: --l have not undergone an inspechon by a Cettfhed Access Specialist ICASp). Note' A Certlfied Access Specialist (CA5p) can Inspect the subject premises and determlne whether the subject premises comply with all ol the applicable conluchon-related accessibility standards under state law. Although state law does not tequlte a CASp inspec5 0n Of the Subject pT@mlseS, the COmmeTClal pTOpetty OWneT or leSStiT ma} net prohibit the leSsee or tenant ftOm obtaining a CASp inSpeCti On tif tht Subject pnemlSeS fttt tht OCCupancy or potentlal OCCupancy Ofthe lesiee ortenant, it requested by the leSSee or tenant The parl'leS Shall mutiially agree On the aTrangementi fat the tlme and manner Of tm CASp inipedi 0 n, the payme nt Olthe lee JOT the CA5p inspection, and the Cast Of making any TepaiTt neCesSary tO cottedvlolahons oTconstruchon-related accesslbilitystandardswithin thepremises J- have undergone an inspechon by a Cerhfied Access Specialist ICASp) and it was determined that the Premises met all applicable construction-related accessibility standardt pursuant to California Clvil Code !155.51 et seq. Lessee acknowledges that it received a copy of the inspechon report at least 48 hours prior to execuhng this Lease and agrees to keep such report conhdentlal. ri - have undergone an inspection by a Cerhfied Accesi Specialist (CASp) and it wai defetmlned that the Premises did not meet all applioble construchon-related accessibility standatds pursuant to California avil Code 455.51 et seq. Lessee acknowledges that it received a copy of the inipectlon report at least 48 hours I)(10T to executlng this Lease and agrees to keep such repor! conMentlal except as necessaH to complete repairs and corrections of violations of constructlon related accesslbility standards. In the event that the Premises have been issued an inspechon report by a CASp the Lessor shall pmvlde a copy oT the diiability acceis inspecbon cerhficate to Lessee within 7 days of the executlon of this Lease. (b} Since compliance with the Americans with Disabilihes Act (ADA) and tate and logl accesiibility itatutes are dependent upon Lessee's ipecific INITIALS AIR CRE. All R:ghts Reserved. Last Edited: 11/18/2019 9153 AM MTN-26.22, Revised 06-10-2019 Page 16of 17 DocuSign Envelope ID: F6F7162A-BEAD-4426-8AF5-42D9E49E5E16 use ol the Premises, Lesior makes no warranty or representation as to whether or not the l'temises comply with ADA or any similar legiilahon. In the event that Leisee'i use ofthe Premises requkes modificahons O( addifi 075 tO the PtemiSeS in ottleT tO be in compliance With At)A or OtheT aCCeSSibillty StatUteS, LeSSee AGREES tomake any such necessary modificahons and/or additions at Lessee's expense. LESSOR AND IESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINE[) HEREIN, AND BY THE EXECUnON OF THISIEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT TT-IERETO. THE PARTIES HEREBY AGREE THAT, ATTHE TIME THIS LEASE IS EXECUTED, THETERMS OFThll5 LEASE ARE COMMERCIALLY REASONABIE AND EFFECThlffl: THE INTENT AND PURPOSE OF LESSOR AND IESSEE WITH RESPECTTO THE PREMISES. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SLIFFICIENCY, LEGAL EFFECT, OR TAX CONSEQuENCES C)F THIS LEASE ORn4E TRANSACTION TO WHICH IT REIATES. THE PARTIES ARE URGED TO: 1. SEEKADVICEOFCOuNSELASTOTHELEGALANDTAXCONSEQllENCESOFTHISLEASE. 2. RET AIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESnGATE THE CONDlnON OF TIIE PREMISES. SAID INVESTIGATION SHOIILD INCIUDE BUT NOT BELIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SLnl5TANCES, THE ZONING OF THE PREM15E5. THE S'nlUCTUR AL INTEGRITY, THE CONDITTON OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH 'n-IE AMERICANS WITH DISABILITIES ACT AND THE StllTABILlT/ OF THE I'REMISES FOR LESSEE'S INTENDED LISE. WARNING: IF THE PREMISES ARE tOCATED IN A STATE OTHER TH AN CALIFORNIA, CERTAIN I'ROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPIY WITH THE IAWS OF THE STATE IN WHICH TIIE PREMISES ARE LOCATED. The parhes heteto have executed thls Leaie ;it the place and on the dates specifim above their respectlve signatures. Executed at.Executed at: By LESSOR: Phone Title: Email' Address: Federal ID No. ' Email' Address: Federal 10 No.: BROKER Cushman & Wakefield attn Terr.i Giovacchi.ni. Title: Adtkess Phone' Email. Federal ID No.: Broker ORE License #: Agent DRE License #: BROKER Add vess: Phone: Emall Federal 10 No.: Broker ORE Llcenie #: Agent DRE License #: NOTICE: No part of these works may be reproduced in any form without permission in wiltng. Last Edited: 11/18/2019 9:53 AM MTN-26.22, Revised 06-10-2019 Page 17 of 17 DocuSign Envelope ID' F6F71 16 AIRCR": ADDENDUM TO LEASE Date:October 16, 2019 By and Between Lessor: Pete Zamboukos Lessee: Ale Yarok, LLC &/ Or Assrqnee Property Address:3759 W Shaw Ave Fresi'io, CA 93'711 (siteei address, city, stiie, zip) %tagtaph 50-61 If any of the provisions ixi this Addendum (Paragraplis 5o-6i) conflict isrith other teri'iis in the priorparagraphs of this Lease, these paragraplis (Paragrapl'is 5o-6i) supersede those terms and sliall control. 5o. Entitlements : At Lessee's sole cost and expense, Lessee shall be permitted to apply for ai'id obtain permits, determinations, and approvals from governmental entities in fuitherance of Lessee's intended use of the Property, which mayinclude cannabis dispensaiy, cultivation, distribution, manufacturing or any other legal use related to the use & sale of cannabis (collectively, the "Entitlements"); prox'ided, howiever, that Lessee shall not have the right to, nor shall it, apply for any Entitlements whicli impose any liability, cost, or expense of any 16nd upon Lessor, or tlie Property. Lessor hereby agrees to reasonably cooperate writh Lessee's effoits to secure the Entitlements, so long as such cooperation is without any material out-of-pocket cost to Lessor. Such cooperation sliall include the execution by Lessor, as owner, ofapplication, petitions, permits, approvals and similar documents. This period of time shall be referred to as "Entitlement Period." The Entitlement Period shall begin on December 1, 2019 and shall be extended for up to 12 (twelve) montl'is. During the Entitlement Period, Lessee sliall liave the right to terminate tbe Lease vsritb no further obligation giving the Lessor a 6o day written notice, in Lessee's sole and absolute discretion, if Lessee has not obtained, or determines in Lessee's sole and absolute discretion that Lessee likely cannot obtain the necessary Entitlements. In the event of Termination, Lessor shall return Lease security deposit to Lessee and Lessee shall returxi the premises in an "as-is" condition. On the date the Entitlements are fully and completely obtained bytlie Lessee, the Entitlement Period thereafter immediately terminates (Entitlement Period Termination Date) and the Lease terms become fully effective and binding on the Parties. The first Lease pa)rment due from Lessee in the amount of hall be due and payable on the first day of the month following the Entitlement Period Termination Date. 5i. Exclusivity: As will be spending considerable time and resorirces towards negotiating and finalizing the 1NITIAL5 Last Edited: 11/18/2019 9:53 AM Pace 1 of 5 DocuSign Envelope ID: FBF71 16 Entitlements for the Property, at all times during tlie term ofthis agreement, neither Lessor nor any of its affiliates or their respective shareliolders, memlyers, partners, directors, officers, employees, agents or representatives shall, directly or indirectly solicit or entertain anyoffers from, excliange information with or furnish information to, or in any manner initiate, encourage, discuss, consider, negotiate, accept, agree to or consummate any proposal by any other person, in each case relating to Entitlements for the Property and any other units located at 375g W SliaivAve Fresno, CA g37i:i for any pazty other Lessee; provided, however, that in the event that Lessee no longer syaishes to prirsue the Entitlementsi LeSSee Shall be notify LeSSOr tliereof in wi'itillg, in lvhiCll event the EXClllSivity Period shall tliereupon end. 52. Governmental Action: Lessor shall have the right, upon Lessor's sole election, upon the earlier of (a) ten (io) business days prior svritten notice to Lessee, or (b) the effective date ofany court order, to terminate this Lease in tl'ie event of tl'ie seizure by any governmental authority seel<ing forfeiture of the Premises Or the building housing the Premises, whether or not the court proceeding has actually commenced. If any California state or local governmental entity or agency hax'ing jurisdiction disallows Lessee's then-current use of the Premises (e.g., by changing applicable zoning or other land use classifications, by prohibiting Lessee's then-current use of the Premises, or by revol<ing any conditional use permit) or any state or federal governmental authority brings or threatens criminal prosecution against Lessor or Lessee or any of the praincipals of eitl'ier or brings or tbreatens civil action (including forfeiture of property, including the Premises or any portion thereof or interest tlierein) against Lessor or I,essee or any of the principals of either), then either party mayterminate the Lease immediately by delivering ivritten not'ice to the other party. In the event tltat Lessor exercises its termination right under tliis paragraph prior to the time there has been a final, not appealable order entered against Lessor or adversely effecting the Premises witli respect to the matter giying right to such termination right, Lessee shall have tl'ie option to undertake, at Lessee's sole expense, the defense of the threatened or pending legal or administrativie action against Lessor or the Premises that gave rise to Lessor's exercise of its termination rights. So long as Lessee is maintaining such defense, the Lease shall remain in force until Lessee eitl'ier ceases to maintain such defense or the matter is finally resolved by a cotut order or binding set'lement. If Lessee is successful in resoling the matter in favor of Lessor and/or the Premises, then no termination shall occur. If Lessee is unsuccessful and a final non-appealable order is entered against Lessor, Lessor may effect such termination at tbat time. Lessor shall reasonably cooperate, at Lessee's expense, in any defense maintained by Lessee under tliis paragrapli. In no event shall Lessee have the r'ight to settle any such matter tvithout Lessor's written consent, unless such settlement imposes no obligations on Lessor or the Premises other than tl'ie payment of money, all of which shall be paid by Lessee. It is the intent of the patties that the termination rights set forth in this Paragraph are onl)i exercisable with respect to a material change in lawis, regulations or government enforcement policies relating to the Agreed Use occurring after the date as of whicli both Lessee and Lessor l'iave executed the As such, neither Lessee nor Lessor shall 5 the right to exercise termination rights under I I#IA% / INITIALS CRE. All Rights Reserved. Last Edited: 11/18/2019 9:53 AMLast Edited: 11/18/2019 9:53 AM Page 2 of 5 DocuSign Envelope 10 F6F;"1 16 this paragraph if the issue giv-ing rise to tlxe applicable termination right was caused l:iy tlie tsaillM and lcnotving taiolation of any applicable California state or local law or regulation by the paity iy'isliing to terminate, whicli law or regulation is either in effect as of tl'ie Commencement Date or, if enacted after the commencement date, is possible for such paity to comply 'vs'ith using commercially reasonable efforts. Furthermore,itshallliedeemedamaterialL+reachoftheLeaseandatvrongfultermination thereof if the Lessor allows anyone (e.g. any tenant, or the Lessor itself or any oysrner of the Lessor, etc.) to conduct anAgreed Use on the Premises during the three (3) year period folloisaing any tennination by Lessor ofthe Lease prirsuantto tliis paragraph. 53. Aclcnowledgement: The Parties l'ierelyy acl<iiowledge that they are aware of and fully understand commercial cannabis actisity is technically unlawful under federal law. In the event of arrest, seizure, or a prosecution action pursuant to federal law associated ivith the Paities' described herein, tl'ie Lessee hereby agrees to indemnify Lessor from any attorney's fees associated with defending sucl'i actioi'is. The Paities also hereby agree to waive illegality as a defense to any contract enforcement action. 54. Renewal Terms: Lessee shall have two (2) options to renew the Lease and each such renewal period shall be 5 years. Each renewal must be exercised no later than go days priorto the expiration of the tl'ien-current Lease term. The rent shall increase 3% on an annual basis, commencing year 6. See Paragraph 62. 55. Assignment and Subletting: Lessor understands and acknowledges that soon after execution of the Lease, Lessee isrill form an entity, likely in the form of a limited liability company (the "Operating Entity"), to apply for the Entitlements and to operate the cannabis dispensary if the Entitlements are obtained. Lessor agrees that Lessee shall have the unrestricted right to transfer tlie Lease to the Operating Entity, provided the Operating Entity- is o'virned and controlled by Lessee and the Guarantors. No approval of the Lease transfer to the Operating Entity is otherxvise required by Lessor. Guarantor shall stay on Lease only through tl'ie Entitlement Period. Paragraph 12.1. is hereliy amended to include the following as subparagraph (l'i) (h) Nohirithstanding the foregoing or anything to the contraiy in this Lease, and provided Lessee is not in default beyond any applicable grace or cure periods under this Lease, it is agreed that Lessee shall have the unrestricted right, ivithout Lessor's consent, to transfer or assign this Lease or to sulilet all or any portion of the Premises, if such transfer is one of the following transfers (eacli, a "Permitted Transfer"): (i)transfertoanentitywliichprirchasesorotherwiseacquiresallorsubstantiallyallof the operating assets or stock of Lessee; (ii) transfer in connection ivith the non-l+anl<ruptc)i reorganization or merger of the corporate entity constiluting the Lessee under this Lease; (iii) transfer to an entity directly or indirectly having a controlling interest in Lessee, includii'ig transfers tlirough merger, consolidation or reincorporation; (iv) transfer of sliares among the sharel'iolders of Lessee on tlte effective date ofthis Lease, or their family memlyers; (v) transfer in connection svith any venture capital provided to Lessee in the form of a private placement in compliance with all state and federal securities laws, or an initial public offering of shares of Lessee; or (vi) Lessee may assign its entire int$qthe Lease and any remaining renewal options to atenant with comparable financial (c20l7AlRCRE. AllRi@htsReserved. ADD-1.03, Revised 06-10-2019 Last Edited: 11/18/2019 9:53 AM Page 3 of 5 DocuSign Envelope ID' F6F'71 9E5E16 strength and credit ivorthiness with the consent of Lessor, not to be unreasonably 'uaithheld, delayed or conditioned. In the event of such assignment, Lessee 'virill be released from all furtlier obligations under the Lease. Anyassignmentorsublettingpursuanttotheaboveshallbesubjecttothefollovtaingconditions: (i) Any such assignment or sublease sliall be subject to all of the terms, covenants and conditions of this Lease and shall lse documented on a form reasonably acceptable to Lessor; (ii) L.essee sl'iall prox'ide Lessor with written notice of any such Permitted Transfer vvithin ten (to) days after the effective date thereof, wliich ivill include supporting documentation. 56. Owners Insurance: Tenant agrees to paytbe reasonable difference in the event that the Landlords insurance policy is to increase due to the Tenant's use ivithin the shopping center. 57. Call on Existing Loan. If at any time during the Lease Term, Landlord's Existing Lender sliall demand full payment of the Existing Mortgage due to Landlord's lease of the Premises to Tenantfor Cannabis Retail Use, tlien by the earliest of: (a) tliirty (3o) days followiing notice thereof from Landlord, (b) the time period set forth in the applicable call provision of the Existing Mortgage for the cancellation of the Existing Mortgager, Tenant shall loan to Landlord the amount of the outstanding principal under the Existing Moitgage as of the payoff date (wliich as of November 6, 2019 is $523,085.52) (the "Tenant Loan Amount") and, in exd'iange, Landlord sliall concurrently deliver to Tenant a promissoiy note ("Promissory Note") in a commercially reasonable form with Tenant as Beneficiary, in tlie amount of tlie Tenant Loan Amorint not to exceed S523,085.52. Tbe Promissory Note shall prox'ide for a Ailly amortized loan for the Tenant Loan Amount wiitl'i a fixed interestrate of 5.65% per annum and sliall have a loan maturity date of August 15, 2027. Tlie Tenant Loan Amount sliall be payable by Landlord to Tenant in equal monthly installments (and Landlord represents that the foregoing payments terms are consistent with the Existing Mortgagel ivith the principal balance and an accrued and unpaid interest due in full by August 15, 2027. The Promissory Note sl'iall be secured by a commercially reasonable Deed of Trust whicl'i sliall be recorded at Tenant's sole cost and expense as an encumbrance upon the Property. 58. Security: Lessee tsaill provide a security guard as reqiired by Fresno ordinance at all times they are operating at the Lessee's sole cost and expense. 5g. Rental Payments: All rental payxents are to be made in the form of a clieck, cashier's check, or money order. No cash payment svill be accepted. 6o. HVAC: Lessee shall be responsible for tlie HVAC unit(s) and all repairs & maintenance to the HVAC unit(s for tl'ie entire term of the Lease and all extension periods. 1NIT1A15 17AIR CRE. All Rights Reserved. Last Edited: 11/18/2019 9:53 AJv ADD-1.03, Revised 06-10-2019 Paze 4 of' Last Edited: 11/18/2019 9:53 AM Page 4 of 5 DocuSign Envelope ID. F6F7162A-BEAD-4426-8AF5-42D9E49E5E16 A commission vvill be paid to tlie Brokers at 6% on the first 5 years of the Lease term, plus the initial ix-months Entitlement Period. Half ofthe commission iiill be paid upon Lease execution, the remaining half to lye paid once the Lessee opens for business and begins monthly rent. In the event Of any COnflici between the pTOViSiOnS Ofthi( Addendum and the ptinIed pTt+ViSi0ni Ofthe Lease, thiS Addendum Shall CtintTOl. AIRCRE a https://www.aircie.com * 113-687-8777 o tontracti@aiicre.com xOTiCE: Nopartofthesewiitksmaybeieptoducedinanyformwithoutpermissioninwiting -2'Crl7AlRCRE. AllRightsReserved.Last Edited: 11/18/2019 9:53 AM ADD-1.03, Revised 06-10-2019 Page 5 of 5 DocuSign Envelope 1€ ' F6F7'l62A-BEAD-4426-8AF5-42D9E49E5E16 AlRCRa OPTION(S) TO EXTEND STANDARD LEASE ADDENDUM Dated: October lf'i, 2019 By and Between Lessor: Pete Zarnboukos Lessee: Ale Yarok, LLC &/ Or Assiqnee PropertyAddress: 3759 l} Shaw Ave Fresno, CA 93711 (street addressi city, Statg zip) Paragraph: 62 A. OPTIONiSi TO EXTEND: LeiSOT heTeb'7 GRANTS tO Lessee th? OptlOn tO extend the teTm Of thiS Lease fCF addi50nal fi TnOnth peTiOd(!) commenCingwhen the priortetm expires upon each and all oT the followlng terms and conditions: (i) In Older tO eXetClse an Op50n tO extend, Lelsee mutt 8iVe wr:tten n05Ce Of SuCh eledion tO LeSSOT and LeS50T mU5t teCelve the Same at least but not more than months prior to the date that the option period would commence. hme being of the essence. If proper noiificahon oT the exercise Of an 0p5 0n iS nat glVen an d/ttr teCeiVetl SUCh option Shall automatically eXplre Optl On( (if theTe ate mtiTe than One) mad Onl7 be eXetClted COnSeCu5Vely. lit) The pTOVISiOnS Of paragraph 39, Including thOSe relatlng to Lessee's DeTault set forth in paragraph 39 4 0f !hiS Lease, are COnditiOnS Of thli Opta (1. (iii) EXCept fti( the pTOViSiOnS Ofthii Lease granbng an Opbon Or optioni to extend the termi all of the terms and COnditiOnS Of thiS Lease except Whereipeciflcally modlffed by this ophon shall applyi (iVl ThiS Option iS personal to the anginal Lessee, arid cannot be assigned O( eXeTclsed b'y anyone Other than iaid oilsinal lesSee and Only While the OnginalLeisee is in full possession ofthe !'temisei and without the intention ofthereaftet assigning or subletbng (v) The monthly rent JOT each month oT the ophon period shall be calculated as Tollows, using the methodls) indicated below: lCheck Methodls) to be Used and Fill in Appropriately) € i. CostofLivingodjustment(s)iCOl.A) a. On (Fill in COU OateS)i the Bale Rent Shall be adjusted by the change, if any, tram the safe Mtinth specitied belOW. in the Cotiiumer P(iCe Index of dlB Bureau of IJ)or Stahstlci of the u.s. Department of Labor for (select one): -J CPI W (llrban Wage Eamets and Cleilcal Workers) or € CPI U (All lltban Coniumers), lot (Fill in Lkban Areal: ' All Items (1982-1984 = 200), herein referred to as "CPI". b. Tha monthly !lase Rent payable kt accotdance with paragraph A.l.a. of this Mdendum shall be calculated as follows: the Bate Reni set forth in paragraph 1.5 of the attached Lease, shall be multlplled by a frac!ion the numerator ol which shall he the CPI oT the calendar monih 2 months I)T:OT to the month(s) specifled inparagraph A.l.a. abOve during WhiCh the adiusiment iS tO take effed. and the denominator otWhiCh Shall be the CPI Of the calendar month WhiCh IS 2 mtinth5 pair tO (selectone)tJ]thehrstmonthofthetermofthisLeaieassejforthinparagraph13("BaseMonth")oi€ lFillm0thet"BaseMonth"l:.Thesum SO calCulate d Shall COnstltute the neW m Onthly Baie Rent heteundeti but in no @Vent, Shall any SuCh neW monthly Babe Rent be letl than the Babe Rent payable Tar themonth immediately precedingthe rentatljustment. c. In the event the compilahon and/or publicahon ofthe CPI shall be ttansTetred to any other govemmental department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be uied to make such olculahon. In the event that the Parb'es cannot agree on iuch altemativeIndeX, th en the matter shall be submitted fOT deCiSiOn tO the Ame+ltan ATbitTa50n AtSOClafiOn In accordance With the then RULES Of Said Aisociation and the decisionof the arbitrattirs shall be binding upon the parties. The cost of said Atbitratlon shall be paid equally by the Parties. 12' II. Market Rental Value Adjustmentis) (MRVI a. On It':11 in MRV Adjuttment Date(s)) the Base Rent shall be adjusted to the "Market Rental Value" oTthe piopeny at Tollows: 1) FOur m Onlhs pTiOT tO eaCh Matktit Rental Value Adjustment Date deSCTibed abOVe, the parte5 Shall attempt to agree upon what the new MRV Will be On !he adiustment datti. IT a€nement cannot be (eaChed, Within thirty DADS, then : (a) Lessor and Lessee shall immediately appoint a mutually acceptable appraissi or broker to establlsh the new MRV within the next 30 days. Anyassociated costs will be split equally between the Parhei, or (b) Bath LeSSOT and L@SSee Shall tiaCh immediately make a reasonable determlnatlon of the MRV and Siibmit SuCh detetmina5or5 In WTiting, tOarbitration in accordance with the following provisions: {" Withinl5d;iysthetea%iLessoi;indLesseeshalleach$;dpartylappraseror Ibroker(Consultant#' INIIIAL!i df20l7AlRCRE.AllRightsReserved. LastEdited:11/18/2019!l:53AM OE-6.02, Revised 06-10-2019 Page 1 of 2 DocuSign Envelope ID: F6F7162A-BEAD426-8AF5-42D9E49E5E'l6 check one) oTthek cholce to act as an arbitrator (Note: the partles may not seled either oT the Brokers that was involved in nego!iatlng the Lease). The two arbitrators so appointed shall immediately seled a thim mutually acceptable Consultant to ad at a third arbitrator. iii) The 3 arbitratari shall within 3(] days of the appolntment of the third arbitrator reach a decision as to what the adual MRV for the Ptemlies IS, and Whether LeSSOT'S O( Le5See'S submitted MRV iS the Cl05est thereto. The deCISiOn O(a maiOtity Of the atbitratOTS Shall be bmding 0 n the Par5eS. The submitted MRV which is determined to be the closes! to the actual MRV shall thereafter be used by the Parbes. (iii) If either of the Partles Tails to appoint an arblttator within the spedhed 15 days. the arbitrator timely appointed by one of them shall reach a decislon on his OT her own, and said decision shall be binding on the Partles. (iV) The entfte COSt Of SUCh atbRtatfon Shall be paid by the party WhOSe Submitted MRV IS net selectedi le. the one that IS NOT the CIOSeit ta the adual MRV. 2) When d eteTminlng MRV, the Lessor, LeSSee and COnSultantS Shall COnsideT the TERMS Of comparable market tTaniaCtiOnS WhiCh .ihall indude. but not limittd tO, tent, Tental adjustmemSl abated Tent. lease !elm and finanCi;il COnditiOn oftenantsi 3) N OtWithstan ding the foregoing, the neW Base Rtnt Shall net be LETS than the Tent payable fOL the month immediately preceding the ffent adjustment. b. llpon the establishment of each New Market Rental Value: 1) the new MRV will become the new "Base Rent" forthe purpose of i.ilculehng any further Adjustments, and 2) the first month of each Market Rental Value term shall become the new "Base Month" for the purpose of calculahng any further Adjustments. [;Jlll. FiXed Rental Adjustmentis) iFaq) The Base Rent shall be increased to the following amounts on the dates set faith below: On (Fill in FRA Adjustment Date(s))' Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 SIV. Initial Term Adjustmenti The formula uied to alculaie adluttments to the Base Rate dunng the orlginal Tetm of the Lease shall conhnue to be used during the extended term. B. NOTICE: UnlesS ipeClfied OthetwlSe hetrein, notice Ofany rental adjustmenti, othe+jhan Fixed Rental AdjuitmentSl ihall be made aSSpeCifled In paTa@raph 23 0lthe Lease. AIRCRE " htkps://www.aircre.com " 213-687-8777 ' contracts@aircre.com NOTICE: No part of these woyks may be reproduced in anyfoim without permiision in wii!ing. I(c 2017 AIR CRE. All Rights Reserved. OE-6.02, Revised 06-10-2019 Last Edited: 11/18/2019 9:53 AM Page 2 of 2 DocuSign Envelope 10: F6F'7'l62A-BEAD-4426-8AF5-42D9E49E5E'l6 AIRCRE GUARANTY OF LEASE WHEREAS, Pete Zaniboukos . heteinaffet "LeSso S', and Ale Ya rO](, LLC & / Or ASSi qn ee , hereinatter "Lessee"i ate about tO eXeCUteadOCUm ent enhtled "Lease" dated QCe Ober 16, 201e COnCetning the premises commonly known as (street address. city, siate. Zip) 37 5 9 W Shaw Ave Fre s no, CA 93711 wherein Lessot wlll lease the premises io Lesiee, and WHEREAS, Aa r On He r Zbe r kl and Se Can d Gua r an t O t TB D heteinafter "Guarantoti" haW a financlal interest in Lessee, and WHEREAS, LeSSOT would net execute the Lease if Guatantots dld net execute and deliVeT tti LeISOT thiS Guaianty Of Leaie. NOW THEREFORE, in conSidetafiOn Ofthe eXeCu50n 01 laid Lease by LeilOT and aS a material inducement tO LesSOt tO eXecute Said Lease, GuarantotS heTeby loin(ly, severally, uncondi5on;iilV and iTteVtiCabl7 guarantee the prompt paym ent by Lessee OTall TENTS and all Othe} StimS payable by Lessee under Said Lease and the taith{iil and prompt pertotmance by Lesiee Of eaCh and eVery One Of the te(mS, COndititinS and covenants afraid L@aSe tO be kept and pertotmed by tesse?. It iS SpeCititzll7 agreed by LeStor and Guarantots that: (i) the teTmS OTthe foregoing Lease mad be modified by agreement between Le5Sor and Lessee, Or by aCOutSe Of COnduci, and (li) Said Lease may be assigned by LeSSOT OT any assignee Of LeSSO( WithO+it the consem at OT nOiiCe tO GuaTantOTg and that thiS Guaranty Shall guarantee the performance of said Lease as so mod'ifled. ThiS Guaranty ihall not be TeleaSedl modified Or affected by the failure Or delay On the patt if LessoT $0 @nfOTCe any Ofthe Tighti OT Tem edles Of the LeSlor iindersaid Leaie. NO noffCe Of default by LeSSee under the Lease need be giVen by LeSSor to Guarantorsi it b eing SpeCifiCally agreed that the RuaTantee Of the undersigned iS B contlnuing guarantee underwhich Lessor may proceed immedlately against Lessee and/or against Guarantors followine any breach or default by Lessee or for theenforcement of any righti which Lessor may have as againit Lessee under the terms ofthe Lease or at law or In equity. Lessor shall have the right to proceed against Guarantors following any breach OT deTault by Lessee under the Lease without first proceeding against Lestee andwitho ut prevlous nohce to ot demand upo n eith et Lessee or Guarantots. GuaTan!ots hereby WaiVe (a) notice ofacceptance Of thiS Guaranty. ib) demand OT payment, pTeSenta50n and ptOteit, IC) all Tight to assert OT plead any Statute Of 11miiatlons relatlng to this Guaranty or the Lease, ldl any TighttO require the LelSot to proceed against the Ltissee ot'any tithet GuarantoT OT any titheT person tiT entity liable to Lessor, (e) any vlght to require Lessor to apply to any default any security deposit ot other security it may hold under the Lease, (f) any tight to require LeS50rt0 proceed UndeT any Other Ttimetly LeSSOT mad haVe beTtiTe proceeding agalnst Guarantors. (g) an'} tightofsubrogatlon thatGuarantors ma'( have againstLeisee. Guarantors do hereby subordinate all exishng or future indebtedness oT Lessee to Giiarantors to the obligahons owed to Lesior under the Lease and thisGuaranty. Ifa Guatantor it maTTled, 5uCh Guatantot eXp/eSSl7 AGREES that teCOuTse mad be had against hlS or her Separate pTOpettq fO( all 01 the 051igatit+ns he(tiutitle( The tibligati tins Of LetSe e under tF€ Lease tO eXeCute and deliver eStOpp€l Statements and hnanclal ffatememsl aS therein pTtiVided. Shall be deemed tO alga require the Guarantov to provide estoppel statements and financial statementi to Lessor. The bilure of the Guarantori to provide the same to Lessor shall COns5tutea default under the Lease. The term "lesiot" refers to and means the Lessor named in the Lease and ;ilio Leiiofs iuccesiori and assigns. So long as Lessor's in(erest in the Lease, the leased pTemiSeS Or the Tent4 ISSueS and pTofiti theTeft0m4 are SubieCt tO any m ottgage or deed O(trust Or a5Signment TO( SecuTity. no aCquiSititin by GuarantOTS Ofthe Lessot"s interest shall affed the con!lnuing obligation oT Guarintovs under this Guaranty which shall never!heleis continue in full ftitce and effect for the beneM ofthe mO rtgagee. beneficiaiy, trustee or asslgnee under such mortgagei deed 01 Fruit DT a5Signment and thelt SuCceSiotS and at5ignSl The term "Lessee" reTers to and means the Lessee named in the Lease and also Lessee's successots and assigns. Any recovery by Lesior from any other guarantor or insurer shall hrst be credited to the poition of Leisee's indebtedness to Lessoi which exceeds the maximumIlability of Guarantors under this Guaranty. NO p(OViSiOn Of thi5 Guaranty Or Tight Of the LeS50T Can be WaiVed, nOT Can the Guat'antors be released lTOm the= Obllgafi OnS eXcept in WTiting signed by theLeisoi. And litlgatTon conceming thiS Guaranb/ Shall be lni5ated in aState COlllt Of competent lllnSdiCl'lOn In the COllnt'} In WhiCh the leased premises aTl 10Cted and the Guarantors consent to the lutisdicbon of such court. Thls Guaranty shall be governed by the laws ofthe State in which khe leased premises are located and for the purposes of any rules regarding conflicts of law the parhes ihall be treated as if they were all residenti or domiciles of such State. In the event any aCfiOn be brought by Said taeSStiT against Guarantors heteundet tO enforce the Obliga5 0n Of Guarantors hereunder, the unsuccessful party in such action shall pay to the prevailing party therein a reasonable attomey's fee. The attorney's fee award shall not be computed in accomance with any court fee schedule, but shall be such as to full reimburse all attomeys' (ees reasonably incurred. If anV Guarantot iS a coipotaiion, paitnevship, OT limited liability company, eaCh individual eXecufing thiS Guaranty On Said enhty's b ehalf tepiese ntS and warrants that he or she is duly authorized to execute this Guaranty on behalf ofsuch enhty. Signatures to this Guaranty accomplished by means of elec!tonic signaiure or similar technology shall be legal and binding. aacsJ=eenJsiedghi:heasserbveeesnpreparetlfoisubmssontoyouraitorner;esemationorieaco=m=maetnJsahioIJslasoeigaIsIctif GR-3.22, Revised 06-10-201'l Page 1 of 2 DocuSign Envelope D' F6F7162A-BEAD-4426-8AF5-42D9E49E5E'l6 the Teal estate broker Or itS agems iir employees aS tO the legal sufficiency, legal effeCt, OrtaX consequences OfthiS Farm OTth e tra nsaction relatin g thereto. GIIARANTORS Aarori )-lerzberq and Second Guaraneoz TBD Title: Address: AIRCRE " https://www.aircie.com ' 213-687-8777 ' contracts@aiicie.com NOTICE: Na part of these warh may be reproduced in any (oim without permission in wiiting. AIR CRE. All Rights Reserved. GR-3.22, Revised 06-10-2019 Last Edited: 11/18/201!1 !1:53 AM Page 2 of 2 LLC-12 Secretary of State Statement of Information (Limited Liability Company) IMPORTANT — Read instructions before completing this form. Filing Fee – $20.00 Copy Fees – First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees This Space For Office Use Only 1. Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name, see instructions.) 2. 12-Digit Secretary of State File Number 3. State, Foreign Country or Place of Organization (only if formed outside of California) 4. Business Addresses a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code CA _____________________ Date ____________________________________________________________ Type or Print Name of Person Completing the Form _________________________ Title __________________________________ Signature c. Street Address of California Office, if Item 4a is not in California - Do not list a P.O. Box City (no abbreviations) State Zip Code If no managers have been appointed or elected, provide the name and address of each member. At least one name and address must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is an entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the LLC has additional managers/members, enter the name(s) and addresses on Form LLC-12A (see instructions). 5. Manager(s) or Member(s) a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix b. Entity Name - Do not complete Item 5a c. Address City (no abbreviations) State Zip Code 6. Service of Process (Must provide either Individual OR Corporation.) INDIVIDUAL – Complete Items 6a and 6b only. Must include agent’s full name and California street address. a. California Agent's First Name (if agent is not a corporation) Middle Name Last Name Suffix b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box City (no abbreviations) State CA Zip Code CORPORATION – Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 6a or 6b 7. Type of Business a. Describe the type of business or services of the Limited Liability Company 8. Chief Executive Officer, if elected or appointed a. First Name Middle Name Last Name Suffix b. Address City (no abbreviations) State Zip Code 9. The Information contained herein, including any attachments, is true and correct. Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address. This information will become public when filed. SEE INSTRUCTIONS BEFORE COMPLETING.) Name: Company: Address: City/State/Zip: LLC-12 (REV 01/2017) 2017 California Secretary of State www.sos.ca.gov/business/be 20-E79802 FILED In the office of the Secretary of State of the State of California NOV 30, 2020 CRESCENT CONQUEST LLC 202030310220 CALIFORNIA 93611 CA 93611 93611 CA1524 Shaw Ave Clovis 1524 Shaw Ave Clovis 1524 Shaw Ave Clovis Wilkins Clovis 1524 Shaw Ave Clovis 93611 Kyle James 1524 Shaw Ave 93611 CA WilkinsJamesKyle James Wilkins Clovis Retail Sales Kyle 1524 Shaw Ave CA 93611 11/30/2020 Kyle James Wilkins Owner Page 1 of 2 LLC-12A - Attachment (EST 07/2016) 2016 California Secretary of State www.sos.ca.gov/business/be Attachment to Statement of Information (Limited Liability Company) LLC-12A Attachment This Space For Office Use Only A. Limited Liability Company Name B. 12-Digit Secretary of State File Number C. State or Place of Organization (only if formed outside of California) D. List of Additional Manager(s) or Member(s) - If the manager/member is an individual, enter the individual’s name and address. If the manager/member i s an entity, enter t he entity’s name and address. Note: The LLC cannot serve as its own manager o r member. First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Name Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code First Nam e Middle Name Last Name Suffix Entity Name Address City (no abbreviations) State Zip Code 20-E79802 CRESCENT CONQUEST LLC 202030310220 CALIFORNIA Scott John Van Horn 1524 Shaw Ave Clovis CA 93611 Page 2 of 2 California Secretary of State Electronic Filing Secretary of State State of California LLC Registration - Articles of Organization En(!t)/ Name: Crescent Conquest LLC Entity (File) Number: File Date: Entity Type: Jurisdiction: Detailed Filing Information 1. Entity Name: 202030310220 10/27/2020 Domestic LLC California Crescent Conquest LLC 2. BusinessAddresses: a. Initial Street Address of Designated Office in California: b. Initial Mailing Address: 3. Agent for Service of Process: 4. Management Structure: 5. Purpose Statement: 1524 Shaw Avenue Clovis, California 93611 United States 1524 Shaw Avenue Clovis, California 93611 United States Kyle J Wilkins 1524 Shaw Avenue Clovis California 93611 United States More than One Manager The purpose ofthe limited liability company is to engage in any lawful act or activity forwhich a limited liability company may be organized underthe California Revised Uniform Limited LiabilityCompanyAct. Electronic Signature: The organizer affirms the information contained herein is true and correct. Organizer: By: Cheyenne Moseley, Assistant Secretary of Legalzoom.com, Inc. Use bizfile.sos.ca.gov foronline filings, searches, business records, and resources. DocuSign Envelope ID: 97A68862-al78l-44EC-A6C8-6C3FB7C17DO6 City of e!'t5e!e!'aiff'- rFl[a'yH'!sa%@>" OWNERSHIP ACKNOWLEDGEMENT FORM FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION It is the intent of the City of Fresno to promote equitable ownership and employment opportunities in the cannabis industry to decrease the disparities in life outcomes for marginalized communities and to provide opportunities for local residents to compete for cannabis business permits. Therefore, this notice is to clarify the eligibility requirements in order to receive qualification as a Sociai Equity Applicant or points for Local Preference by establishing this acknowledgement to provide additional protections to mitigate against potential predatory practices. In order to qualify as a social equity applicant, or for the full points relating to the local preference criteria, the business entity must have ownership that meets the respective eligibility factors and hold at least 51% ownership interest. The social equity eligibility requirements are identified in FMC section 9-3316(b)(6), while the local preference criteria is identified in FMC 9- 3317(a) and the application evaluation criteria 2.5 (Appendix A). This majority interest can be made up of a single individual that meets this criteria, or any combination of individuals that hold at least 20% interest individually and meet the definition of an owner in FMC 9-3304(j). The cannabis social equity permits, and the local preference criteria are intended for the benefit of the Social Equity or Local Preference Individual Applicants related to business profits, proceeds of the sale of business assets, voting rights and additional protections. This also requires the Social Equity or Local Preference Owner to receive the Equity Share percent of the retained earnings and 100 percent of the unencumbered value of each share of stock, member interest or partnership interest owned in the event of the dissolution of the entity to their equity share, or 100 percent of the vague of each of stock, member interest or partnership interest in the event that the stock, member interest or partnership interest is sold. Chief among the concepts of equity share, is unconditional ownership which means such individual(s) will receive equal profits, and distributions or other payments proportionate to their ownership interests. This is intended to ensure true ownership by the Social Equity or Local Preference Individual Applicant and as such, prohibits the divestment or relinquishment of any part of their ownership under any circumstance. In addition, the Equity Share is also expanded to address voting rights on fundamental decisions relating to the business and control of at least the equity share percent of the voting rights on all decisions involving the operation of the business. Furthermore, it requires the Social Equity or Local Preference Individual owner be the highest officer position of the business or that another individual is appointed to that position by mutual agreement of the parties. This requirement is also subject to being audited to assess compliance and the Social Equity or Local Preference Owner can initiate legal action due to a breach of contract agreement, and the City may suspend and/or revoke a license if any provision in an operating agreement violates any of the Equity Share or Local Preference requirements. Lastly, all applicants will be required to incorporate an addendum into their operating agreements that makes any provision ineffective, unenforceable, null and void, if it is inconsistent with, or in violation of, the Equity Share requirements. As proposed, Social Equity Applicants or Local Preference Applicants will be required to verify under Section 9-3316(b)(6), 9-3317(a), and Criteria 2.5 of appendix A that they meet the definition of a Social Equity or Local Preference Owner at the time of applying for a permit or permit renewal. The City shall have the sole and absolute discretion to determine whether the Applicant qualifies as a Social Equity Applicant and the number of points for Local Preference. The undersigned acknowledges that he/she has read and fully understands the content of this Agreement and is the Applicant or his/her/its authorized signatory. DocuSigned by: Applicant Signature Date Signed Kyle Wilkins Owner Print Name Title Crescent Conquest LLC Company Name Address/T elephone 1522 Shaw Ave, Clovis, CA 93611 - December 2, 2020 PLANNING AND DEVELOPMENT DEPARTMENT Jennifer K. Clark, AICP, Director Please reply to: Rob Holt (559) 621-8056 2600 Fresno Street • Third Floor Fresno, California 93721-3604 (559) 621-8277 FAX (559) 498-1026 November 19, 2020 Juda Rafael Crescent Conquest LLC 575 Anton Blvd, Ste 750 Costa Mesa, CA 92626 Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P20-04013 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 3759 WEST SHAW AVENUE #101 (APN 424-021-03) Thank you for your inquiry regarding the allowance of new cannabis retail uses. The requested information about cannabis retail uses was analyzed using Article 27, Chapter 15 of the Fresno Municipal Code (FMC) of the City of Fresno. Please note, all research for this inquiry is based on existing land development of the subject property. If there are multiple buildings on the subject property, this research was based on the address provided in the request. This research does not take into effect of future development unless provided in your application request. With that, research of a proposed cannabis retail business on the subject property conveys the following: 1.All cannabis retail businesses must be located on property zoned DTN (Downtown Neighborhood), DTG (Downtown General), CMS (Commercial Main Street), CC (Commercial Community), CR (Commercial Regional), CG (Commercial General), CH (Commercial Highway), NMX (Neighborhood Mixed-Use), CMX (Corridor/Center Mixed- Use), RMX (Regional Mixed-Use), and must meet all of the requirements for development in these zones, including, but not limited to, parking, lighting, building materials, etc. The subject property is zoned RMX , which is one of the allowable zone districts for cannabis retail businesses. Development standards of the RMX zone district are available in Sections 15-1103, 15-1104, and 15-1105 of the FMC. The subject location meets the zone district requirement, per Section 15-2739.B.1.a of the FMC, for a cannabis retail business. 2.All building(s) in which a cannabis retail business is located shall be no closer than 800 feet from any property boundary containing the following: (1) A cannabis retail business; (2) A school providing instruction for any grades pre-school through 12 (whether public, private, or charter, including pre-school, transitional kindergarten, and K-12); (3) A day care center licensed by the state Department of Social Services that is in existence at the time a complete commercial cannabis business permit application is submitted; and, (4) A youth center that is in existence at the time a complete commercial cannabis business permit is submitted. Zoning Inquiry P20-04013 3759 West Shaw Avenue #101 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 1 Crescent Brand Crescent is the creation of two experienced business leaders, Scott John (“SJ”) Van Horn and Kyle Wilkins, who combined their talents to develop a creative and successful brand that will deliver exceptional customer service and safe cannabis products to the Fresno community. To ensure their success in this new venture, this pair of established Fresno local residents and entre- preneurs have contracted with cannabis experts and consultants to guide them through the industry-specific regulatory process for forming a homegrown cannabis venture in the City of Fresno. As a small business with deep roots in the City of Fresno, Crescent is the ideal applicant to establish a trusted and respected image of the cannabis industry. The combined experience of our ownership team yields a sum greater than its parts, positioning Crescent to offer Fresno an advantageous, long-lasting relationship. Each owner has a strong history of building businesses and partnering with the local community in their ventures. With 100% of the enterprise’s equity held by local Fresno residents, Crescent will create new economic opportunities, generate meaningful tax revenue for the City, and operate in a manner aligned with, and always striving to exceed, community expectations. Crescent’s philosophy is guided by our three core values: community giving, local entrepreneurism, and a personalized, holistic customer experience. Just as the crescent symbol signifies changing lunar phases, Crescent hopes to transform local perception of the cannabis industry by offering a safe, secure and educational purchasing experience for every customer that comes through our doors. Crescent is committed to working in partnership with the City of Fresno, collaborating in a mutually beneficial manner that enables both to grow together. Owner SJ Van Horn started his first business in Fresno in 1995 and has been a resident of Fresno since November 2018. He has consistently donated to vari- ous groups that serve the local community, including Clovis Little League and Habitat for Humanity. Additionally, Mr. Van Horn donates at least 300 pounds of food to the Valley Food Bank every six months. His strong sense of commu- nity giving permeates throughout his business ventures. In 2019, he founded the first and only cannabidiol (CBD) center in Fresno. Consistent with Mr. Van Horn’s sense of community, he prioritizes community education by regularly engaging in personalized one-on-one consultations with members of the public to answer their questions about how CBD can positively impact their lives. Moreover, he offers a membership program to the members of the local com- munity, with discounts for veterans. Mr. Van Horn is also renowned for his human resources and workforce development skills, having authored a manual for hiring and training staff at medical distribution companies that has been nation-wide. Mr. Van Horn’s experience in operating cannabis-related ventures in Fresno, coupled with his community-oriented approach, adds to Applicant’s strong ownership qualifications. SJ Van Horn 2 Owner Kyle Wilkins is a fourth-generation raisin farmer and local entrepreneur who specializes in restoring dilapidated properties and finding homes for first- time homeowners. Born and raised in nearby Selma, he found opportunity in Fresno County. Mr. Wilkins founded his real estate company, Universal Lend- ing and Real Estate, in Fresno County in 2007, and was able to marshal his business through the worst of the 2008 recession by adapting to the changing economic landscape. Universal Lending and Real Estate currently employees approximately 50 realtors and 11 loan officers and support staff. Mr. Wilkins has always stayed true to his roots and counts many Valley farmers among his satisfied customers. Committed to positively impacting his local community, Mr. Wilkins opened Poke Bowl Express in 2017 to offer an accessible, healthy dining option to the developing yet currently underserved Sunnyside area of the City of Fresno. The business employs a staff of 10. In addition to his long ca- reer providing support to underserved communities, he is also an active sponsor of and donor to the Valley Children’s Hospital La Visionaria Guild, Cause for Paws Animal Rescue and the Saint Agnes Men’s Club. Unlike larger corporate applicants, Crescent is an authentic homegrown enterprise that best understands how to serve the Fresno community. Crescent understands the community’s needs and will work to foster a mutu- ally supportive relationship with the surrounding community. As such, our team is uniquely positioned to combine industry expertise with local insight and offer the City an opportunity to prosper with our business and grow together. Kyle Wilkins 7 1.2 BUDGET Applicant’s budget and pro forma has been prepared by CPA Jessica Velazquez who is the Managing Partner of Indiva Advisors LLP, a full-service CPA firm for cannabis and hemp businesses with over 18 years of combined experience. She brings with her a wide array of expe- rience, working with closely held businesses as well as publicly traded multinationals, across a variety of industries such as gaming, retail, and manufacturing. Ms. Velazquez is an accomplished accountant having worked for public accounting firms PricewaterhouseCoopers and Ernst & Young, as well as Zappos.com. Applicant anticipates the startup costs to be approximately . The startup costs consist of the construction costs, operating costs for the first month and half, maintenance costs, inventory costs, and payroll expenses. Ap- plicant’s Proof of Capitalization provided below reflects that Applicant currently has cash on hand which exceeds the projected Startup Costs. Applicant’s estimates are based off of conversations with Applicant’s cannabis consultant, Aaron Herzberg (as discussed in details in Section 1.6) and discussions with our outside auditor, Indiva Advisors. Applicants estimat- ed startup costs are based on consultant Aaron Herzberg’s years of experience in the industry and operating his own stores, as well as Indiva Advisor’s experience. Herzberg’s and Indiva Advisor’s experience in the cannabis industry gives Applicant an accurate estimate and the ability to allocate sufficient funds to make sure the business opens in a timely fashion. 8 1.3 PROOF OF CAPITALIZATION Applicant’s opening and operations will be funded by the cash on hand of Applicant’s owner Kyle Wilkins, who currently has cash on hand. Applicant’s cash on hand exceeds the projected startup costs and costs of the first one and half’s months of operation by , ensuring enough liquidity to sufficiently capitalize Applicant’s costs. Applicant will not need to rely on outside investors and other third-party financing. 11 1.4 - 3-YEAR PRO FORMA 14 1.5 HOURS OF OPERATION AND OPENING AND CLOSING PROCEDURES Hours of Operation and Opening Procedures Applicant understands the importance of being a respectful and conscientious member of the community. Ap- plicant will only operate during the hours permitted and will ensure that its procedures limit after-hours activity occurring at Applicant’s premises. Applicant will operate its retail dispensary between the hours of 6:00 a.m. PST and 10:00 p.m. PST. 16 California Code of Regulations (“CCR”) § 5403; Fresno Municipal Code (“FMC”) § 9-3310. Applicant’s hours of operation will be conspicuously posted at the entrance to and exterior of Applicant’s building. To ensure that Applicant maintains a cordial relationship with its neighbors, Applicant will not operate its store- front outside of the hours specified by the city in its commercial cannabis business permit. Applicant’s last call for sales will occur at 9:45 p.m. to ensure that all customers have been served by the dispensary’s 10:00 p.m. closing. Any change to Applicant’s hours of operation will need to be approved by management, who will ensure that the hours remain between 6:00 a.m. PST and 10:00 p.m. PST. 16 CCR § 5403; FMC § 9-3310(a)(1). Nonbusiness Hours Outside of its hours of operation, Applicant will restrict entry into the premises to authorized employees and con- tractors with a legitimate business purpose to enter the premises. 16 CCR 5403.1. To prevent unauthorized access onto the premises when the dispensary is closed during non-business hours: (i) the premises will be securely locked with commercial-grade locks; (ii) the premises will be equipped with an active alarm system; (iii) cannabis goods and currency will be securely stored; (iv) only authorized personnel with a legitimate business purpose will be allowed to enter the premises; and (v) the premises will be monitored by an armed night-shift security guard. 16 CCR § 5403.1. Opening and Closing Procedures Applicant has tailored its opening and closing procedures with an eye towards safety and security. As such, Ap- plicant will require at least two employees to perform the checklists described below while in the presence of security personnel. Opening Procedures To ensure customers have a welcoming and secure shopping experience, Applicant will implement exhaustive opening procedures to be performed each day. Applicant’s employees, management, and security staff will arrive at least one hour before the dispensary opens to perform a visual inspection of the premises, looking for signs of potential unauthorized access or other criminal activity. After determining the premises is secure, employees will enter the dispensary, disarm the alarm, and execute the following checklist to prepare for opening. Applicant’s checklist procedures ensure that Applicant is able to safely open its doors every day and prepared to meet all community needs. See Fig.1. Closing Procedures Thirty minutes prior to closing, staff will announce that the dispensary is closing soon and lock the dispensary entry to prevent new customers from entering the store. While Applicant’s staff begins to shut down its POS terminals, Sales Associates will continue to assist the remaining customers. Once the customers have completed their purchases, security will proceed to assist them out of the store, one-at-a-time. After the last customer has left and all housekeeping duties have been completed, employees will conduct a final walk-through, arm the alarm system, and exit securely. Employees, along with Applicant’s security personnel, will perform the below checklist to ensure that the dispen- sary is properly secured upon closing. Further, contact information for Applicant’s owner and community rela- tions contact Kyle Wilkins, general manager, and security provider will be posted at the entrance to Applicant’s storefront to ensure any complaints that arise after hours can be promptly addressed. See Fig.2. 15 FIG. 1 16 FIG. 2 17 1.6 DAILY OPERATIONS Applicant has contracted with consultant and compliance expert Attorney Aaron Herzberg, Esq. to develop the Standard Operating Procedures (“SOPs”) and to serve as its Director of Compliance. Mr. Herzberg provides the necessary cannabis-specific industry experience to ensure a well-run and efficient establishment. Mr. Herzberg is the mastermind behind award-winning Southern California legal dispensaries Bud & Bloom, Modern Buds, and OC3. Mr. Herzberg has a deep understanding of the regulatory frame- work surrounding cannabis and has been an active participant in developing similar regu- latory schemes in other cities, such as Long Beach, where he was a member of the City’s Medical Marijuana Task Force. He is also known for his innovative approach to increasing access to medicinal cannabis for specific populations such as seniors, veterans and seriously ill patients. Applicant’s SOPs utilize industry best practices to guide customers through a consumer-friendly and safe pur- chasing experience. These procedures are crafted to ensure only those who are legally permitted to purchase can- nabis enjoy the personalized and educational shopping experience the dispensary offers. Covid-19 Safe Operating Procedures While Applicant hopes that the worst of the pandemic is behind us, it is prepared to modify its operations to mitigate the spread of the disease. Applicant will follow the latest CDC, Cal-OSHA, and other public health guidelines to operate safely in the face of the pandemic. Modified operating procedures will include: providing masks and hand sanitizer to both employees and customers, placing social distancing placards around Applicant’s premises, limiting the number of people in the reception area, and increasing the availability of online ordering and curbside verification and pick-up. Applicant is ready and able to take precautionary measures to protect the health of customers and employees. 1.6.1 DAY-TO-DAY OPERATIONS FOR RETAIL Applicant will establish SOPs that control all aspects of its retail cannabis operations, including but not limited to the receipt, storage, handling, tracking, sales, and dispensing of cannabis and cannabis products. All SOPs will be adopted with the goal of creating a safe and compliant cannabis business that enhances customers’ cannabis purchasing experience and relationship with the surrounding community. SOPs will be composed in a manner that clearly demonstrate the intention of and rationale for each task, leaving little room for individual interpretation on the part of Applicant’s employees. All employees selected to work at Applicant will need to demonstrate sufficient problem-solving ability and situational awareness to ensure a safe and enjoyable environment no matter the circumstances encountered. Applicant will require strict adherence to its SOPs. The SOPs will provide requisite guidance to enable employees to act not only for the benefit of Applicant’s business, but also that of the community, and will do so in a comprehensive manner that outlines every aspect of our highly regulated business in a digestible way. Covid-19 Precautionary Measures: Aaron Herzberg, Esq. 18 SOPs will be stored in both paper and digital format and will be updated regularly as required. Each position will have a job description that outlines all associated SOPs that must be followed to perform that position’s duties and describes how the position is incorporated into the operation at large. Employees will be promptly made aware of any and all amendments to the SOPs and given ample opportunity to inquire about any updates in practice. 1.6.1 (i). CUSTOMER CHECK-IN PROCEDURES Customer Check-In and Age Verification Applicant’s customer check-in and age verification protocols are tailored to effectively ensure that only those legally able to purchase cannabis are allowed to do so while providing a pleasant experience to customers. All Ap- plicant’s customers will enter the premises through the same lobby. Before accessing the retail area, Applicant’s staff will promptly verify each customer’s age and identity by requiring customers to present government-issued identification. Acceptable forms of identification include United States-issued driver’s licenses or identification cards, domestic and international passports, and United States passport cards. Medical patients will be required to show a valid doctor’s recommendation and/or a Medical Marijuana Identification Card to enter the dispensary and purchase cannabis. As discussed in further detail below in Section 1.6.1(iii), Applicant will utilize COVA as its point-of-sale system. Applicant will provide each of its staff with COVA-approved tablets, which are integrated with COVA’s point of sale software. COVA’s tablets are equipped with barcode scanners, which virtually eliminate sales to minors or other individuals lacking the requisite credentials. Would-be customers who are less than 21 years old for retail sales, or less than 18 years old for medical sales, will be denied entry to the retail sales floor. Additionally, Appli- cant’s staff will be trained to spot fake identifications through visual inspection. If an employee suspects a custom- er is presenting false or misleading documentation, the employee will deny the customer access to the facility. If necessary, the manager onsite will be available to verify and review the identification presented. Applicant’s staff will be asked to reverify customers’ age, if suspicious, on the dispensary sales floor. Entry Access Control (“Buzzer”) System The entrance to Applicant’s dispensary sales floor will be locked at all times and accessible only through a strict- ly controlled buzzer system. FMC 9-3310(a)(4). Once customers have their age and identity verified, they will be “buzzed” into the dispensary sales floor by the Receptionist using Applicant’s electronic commercial locking system. The buzzer system will disengage the dispensary sales floor’s door-locking mechanism with a sound and permit only the verified customer onto the dispensary sales floor. Access to the Dispensary Sales Floor No person shall be granted access to the dispensary sales floor without first having their age and identity veri- fied by the receptionist and security staff. FMC § 9-3310(a)(3). The dispensary sales floor room will be lit well 19 enough to ensure that customers’ identities can be accurately captured by the dispensary’s security cameras. The dispensary floor will be maintained in a clean and safe manner, free from any hazards that may imperil customers or adversely affect their experience. Any conditions posing any type of hazard will be promptly remedied upon discovery. Once having their age and identity verified, customers will be granted access to the dispensary sales floor using an electronic buzzer system described above and welcomed by staff. FMC § 9-3310(a)(4). Dispensary Signage Applicant’s dispensary will feature the required signage and notices pursuant to the Fresno Municipal Code. The original copy of Applicant’s commercial cannabis business permit and business license issued by the city will be posted inside the dispensary and made readily visible to the public. FMC 9-3309(k). Applicant will ensure that legible signage is posted at the entrance of the dispensary indicating that no person under the age of twenty-one (21) years of age or eighteen (18) years of age with Medical Marijuana Identification Card is permitted to enter the premises. FMC 9-3309(i)(2). Additionally, Applicant will post clear and legible signage indicating that smoking, ingesting, or otherwise consuming cannabis or cannabis products on the premises or in the areas adjacent to the business is prohibited. FMC 9-3309(h)(3). The Shopping Experience Applicant will offer a personalized, welcoming experience to every customer that comes through its doors. As such, Applicant will always provide a one-to-one customer to employee ratio within the dispensary sales floor room to provide a personalized and educational experience. Applicant’s employees will be thoroughly trained to engage customers as cannabis experts who can guide customers to get the most out of their retail experience. Applicant will ensure that employees are trained to inquire about customer needs and educate them on proper dosages, onset times, ingestion methods, and effects. During the Covid-19 pandemic, Applicant will follow safe social distancing public health measures to mitigate the risk of transmission. The front desk Receptionist will be tasked with permitting customers onto the dispensary sales floor through the aforementioned electronic buzzer system. The receptionist will always verify that there is a retail Sales Associate available to help the customer prior to buzzing the customer onto the dispensary sales floor. While in the reception area, customers will be able to place their orders with Applicant’s staff through a tablet integrated with our POS software, COVA. The tablet displays an accurate record of product inventory gathered in real-time to ensure Applicant’s sales staff understands what is currently available for purchase. Additionally, COVA creates an individualized profile for each customer in which Applicant can maintain a record of each in- dividual’s purchase history and pertinent medical information. COVA also tracks the preferences of individual customers over time, enabling Applicant to tailor their approach based on the needs of the consumer.11.30.2020 4 CHECK IN 20 Impaired Customers Applicant’s staff will be trained to recognize the signs and symptoms of a customer is potentially intoxicated or in need of medical assistance. Common indicators include walking without coordination, slow responses to questions, or indistinct speech. If one of Applicant’s employees notices that a customer appears to be intoxicated, that employee shall immediately report the situation to management. If consultation with management determines that the customer is intoxicated, sales staff will refuse to sell cannabis to the customer in question. Applicant re- serves the right to ask any consumer who appears to be intoxicated or is behaving in a manner that is threatening, harassing, aggressive, or causing concern to other patrons, to leave the premises. Staff will be trained in conflict management and how to handle inebriated customers using de-escalation techniques and courtesy. In the event that the customer is intoxicated but not in need of medical attention, Applicant’s staff shall assist the customer by: 1. Hydrating: The impaired customer will be encouraged to hydrate with 12-16 oz of water 2. Increase Blood Sugar: Because an impaired effect can stem from cannabis spiking blood glucose, an employee will offer the customer an electrolyte-rich beverage to raise their blood sugar 3. Safe Ride Home: If it is determined that the consumer is too intoxicated to operate a vehicle, manage- ment will contact rideshare providers, such as Uber or Lyft, to ensure safe transportation home for the consumer If a customer’s state does not improve with the above-mentioned assistance, a member of Applicant’s team will seek emergency medical assistance. Members of staff will be CPR certified and instructed to call 911 in the event of serious emergencies. Restroom Access Applicant will ensure that all restrooms remain locked and under the control of management. FMC §9-3310(a) (6). Should a customer need to use the restroom, management will unlock the restroom, which will then automat- ically lock once the customer exits. Similar procedures will be followed in the case of nonmanagerial employees needing to use the restroom. All restroom exits will be under 24-hour video surveillance. Customer Education Our goal is for each customer to enjoy a tailored experience within our dispensary and educational seminars that provide the fertile ground for employees and customers alike to forge relationships with each other and soak up exciting knowledge about our industry. Thus, Applicant’s employees will be thoroughly trained to educate customers about all aspects regarding cannabis, including its effects, potencies, and methods of consumption. Our ownership team has experience operating in CBD markets and is accustomed to educating consumers through their purchasing experience. As such, Applicant understands that its employees must be thoroughly trained to competently convey complex information to assist customers in making informed purchasing decisions. Applicant intends to serve as a resource where the local community can go to demystify the many benefits of cannabis use and the cannabis industry. Additionally, Applicant is committed to hosting monthly community educational sessions, which will allow Fresno residents to learn more about the nuances of the science and regulations surrounding cannabis. Our goal is to help minimize the historical stigma associated with cannabis use and make purchasing an enjoyable and customized experience for cannabis connoisseurs and first-time users alike. Seminars will touch on the cutting edge of the cannabis industry and provide an opportunity for our employees and speakers to show off their wealth of knowledge. Applicant expects to offer various topics including the history of cannabis regulation, personaliz- 21 ing dosing and delivery methods, the entourage effect and terpenes, and sustainable cultivation. As provided in further detail in Section 2.3, employees who engage in our educational seminars will be designated “educators” and given the opportunity to become specialists and be rewarded with bonus compensation for their insight. 22 1.6.1 (ii) INBOUND INVENTORY PROCEDURES Receiving Delivery Location Applicant’s dispensary is designed so that no cannabis products are received through the public-facing front entry. As such, Applicant will only receive deliveries through its non-public entrance in the rear of the dispensary. Ap- plicant’s rear entry will pass through a secure mantrap before leading into the secure storage room. Additionally, the dispensary’s rear entrance will be secured with commercial-grade locks, 24/7 video surveillance, and Appli- cant’s security staff. See Fig 3. Receiving Delivery Procedures Applicant’s shipment reception protocol conforms with industry-best practices to ensure an accurate, safe, and secure intake of shipment from suppliers. Applicant will schedule and coordinate deliveries at least three days in advance of a shipment to ensure adequate preparation and tracking for receipt of goods. This advanced scheduling is designed to mitigate the risk of theft at the time of shipment delivery and will be kept strictly confidential to ensure that such a goal is met. FIG. 3 23 Time of delivery will be kept between Applicant’s management and distributor to ensure that only a small and trusted circle of staff is aware of the scheduled shipment. Applicant will not receive notice from the distributor about the delivery until the day that the shipment is scheduled to arrive. Deliveries will only be accepted when they are scheduled in conformance with Applicant’s practices and delivery arrives during hours of operations. Knowledge of deliveries will be confined to Applicant’s General Manager, Applicant’s Inventory Manager, and Applicant’s security guards. Applicant will require distributors to contact the security team 45 minutes prior to arrival and then again when the driver arrives at Applicant’s facility. Security will direct drivers to Applicant’s designated loading area and will remain in the driver’s presence for the duration of the driver’s time spent at Applicant’s facility. The loading area is a fenced-in area in the back of Applicant’s building attached to a secure mantrap shipment intake area that ultimately leads to the secured storage area. The loading area will be monitored and recorded 24 hours a day with security cameras. From the loading area, authorized staff will be able to access the shipment intake area via a keycard. The distributor’s agent will provide Applicant’s Inventory Manager or security guard with a shipping manifest to confirm the Applicant’s license number is present on the manifest. Distributor’s agent will then sign Applicant’s delivery log which tracks the name of the distributor agent, the company the individual is delivering on behalf of, and if the agent accessed any limited-access areas during his visit. Shipment Inspection When Applicant receives a delivery, COVA automatically processes and records the information from the dis- tribution manifest. COVA will not process distribution manifests that have not been verified by METRC, which ensures that Applicant will only be receiving cannabis products from licensed distributors. Additionally, COVA does not process distribution manifests unless the product has already been tested by a licensed state laboratory and verified by METRC. Furthermore, new employees will undergo extensive training to be able to competently identify products or inven- tory that do not comport with standards set forth by the State of California. Any damaged, mislabeled, or expired goods will be rejected and returned to the distributor’s agent. Goods will be rejected on a line-item basis. Once the shipment has been verified, the distributor’s agent and Applicant’s Inventory Manager will both sign two copies of the shipping manifest, and goods will be accepted in accordance with Applicant’s inventory storage procedures. Inventory Control Procedures and Reconciliation Applicant will monitor inventory through its COVA POS and Track-and-Trace software. All cannabis goods except those being used for display purposes or immediate sale will be secured in Applicant’s inventory storage room at all times. The inventory room will only be accessible to a limited number of staff, including the Inventory Manager and other management personnel. The Inventory Manager will conduct daily reconciliation of Applicant’s inventory to ensure that the amounts and weights in its COVA POS system match the State’s Track-and-Trace System and the physical amount of inventory at Applicant’s facility. 16 CCR § 5051(a). Any discrepancies found will be noted, and if they cannot be explained or corrected, management will conduct an audit to determine the source of the discrepancy and notify regulators, the City of Fresno, or the Bureau of Cannabis Control (BCC), if necessary. 16 CCR § 5051(b). Further, Applicant will report: (i) significant discrepancies identified during inventory; (ii) diversion, theft, loss, or any criminal activity involving the cannabis retail business or agent or employee; (iii) the loss or unauthorized alteration of records relating to cannabis, registering qualifying patients, primary caregivers, or employees or agents; and (iv) 24 any other breach of security, to the City Manager or his or her designees, within 24 hours of discovery. 16 CCR § 5036(a); FMC 9-3310(b)(5). Notification to the BCC will be submitted via the Notification and Request Form and will include: (i) the date and time of the occurrence of theft, loss, or criminal activity; (ii) the name of the local law enforcement agency that was notified; and (iii) a description of the incident including, where applicable, the items that were taken or lost. Cannabis goods will be stored using best practices to monitor and maintain freshness. The method of storage will be dependent on the type of goods stored. The inventory room will be maintained at between 65 and 69 degrees Fahrenheit to preserve the freshness of flower, while other goods requiring lower temperatures will be placed in refrigerated units for preservation. All products will be stored according to manufacturer specifications, and all inventory stored on the premises will be secured in the inventory room and not exposed to direct sunlight. Cannabis products, including flower, will be stored in the batches in which they were received and will be pulled using a first-in, first-out method to prevent product expiration. The only cannabis products on the dispensary sales floor will be in locked displays and will never exceed the amount necessary to service customer’s daily needs. FMC § 9-3310(a)(5). Applicant’s POS platform, COVA, which will be used as Applicant’s primary inventory tracking software, is com- pletely integrated with METRC to ensure that all inventory which is received, sold, placed on display, or returned, is accurately tracked and recorded in real-time. Recalls Applicant has formulated detailed policies and procedures to manage both mandatory and voluntary recalls of its cannabis products. Applicant will coordinate with regulators, law enforcement, and impacted vendors and cus- tomers, as needed, to swiftly identify, destroy, and dispose of recalled products. While the Inventory Manager will head all product recall efforts, identifying and executing recalls will be a col- laborative effort. Applicant will use Track-and-Trace and onsite recordkeeping to ensure that recalled cannabis products intended for destruction are identified, weighed, and tracked while on Applicant’s premises and properly disposed of. For recalled cannabis products, the Track-and-Trace Account Manager or a designated user will enter the following details into Track-and-Trace: (i) the weight and count of the product; (ii) the reason for destruction; and (iii) the date the quarantine period will end. Applicant’s employees will be trained to regularly check its inventory through quality control inspections to iden- tify potentially defective cannabis products and notify management. In addition to maintaining open channels of communication with customers and vendors, Applicant will institute procedures for communicating recalls to the City, the BCC, the FDA, and the Department of Health after discovering defective or potentially defective prod- ucts. Communication procedures will include identifying and contacting the licensee that produced the cannabis product and consumers who are likely to have obtained and be in possession of any recalled cannabis product. Customers will be made aware of how to return the recalled product as part of Applicant’s recall policy. Addition- ally, Applicant’s POS software, COVA, is able to track all recalls in order to maintain accurate records of recall history and product inventory. All recall communications will: (i) identify the recalled product type, identifying the type, brand, size, and batch number; (ii) explain the reason for the recall; (iii) provide customer instructions for returns; and (iv) include all of Applicant’s contact information, including telephone numbers for management, the community liaison, and inventory managers, as well as email and physical addresses of Applicant. Applicant will document all such infor- 25 mation and keep copies of all recall correspondence for a minimum of seven years in accordance with Applicant’s recordkeeping policy. Upon notice of a recall or discovery of a defective cannabis product, management will act quickly to limit ex- posure and prevent access to all potentially impacted products. Management will immediately remove affected products from primary inventory and put them in a segregated area of inventory for quarantine (inside the limited access area). Management will similarly quarantine any recalled or defective products returned by customers. Quarantined products will be disposed of in accordance with Applicant’s waste disposal procedures described in Section 3.7 below. Recordkeeping Applicant’s recordkeeping policy and protocols are designed to provide detailed records of Applicant’s activities, as well as a transparent and trustworthy means of communication between Applicant and other licensees, regula- tory agencies, and the police. Applicant will maintain detailed and accurate records and ensure that such records are available for inspection for at least seven years. A copy of all of Applicant’s records will be kept in electronic format to facilitate immediate review upon request. Applicant recognizes the importance of bolstering its reputation by being clear and transparent in its business operations. Applicant will always grant prompt access to Applicant’s current inventory records, Track-and-Trace records, and inventory reconciliation results to the BCC, City of Fresno, or other proper requesting agency. Ap- plicant understands that review may occur without prior notice and outside of Applicant’s hours of operation. Loss of Access If Applicant loses access to METRC, the designated Track-and-Trace Account Manager will ensure that all re- quired inventory tracking activities conducted during the loss of access are prepared and maintained. When ac- cess to METRC has been restored, the Account Manager will document what information has been lost, if any, the date and time when access was lost, and when connectivity to METRC was restored. Within three days of METRC connectivity being restored, the Track-and-Trace Account Manager will document all inventory tracking activities that occurred during the loss of access into METRC. Applicant will not transfer cannabis products, or receive cannabis products from another licensee, until access is restored and all information has been properly input into METRC. 16 CCR § 5050. 1.6.1 (iii) POINT-OF-SALES SYSTEM AND NUMBER OF POS STATIONS Applicant has contracted with COVA to serve as its POS software. COVA was designed specifically for the canna- bis industry and provides Applicant with a multitude of essential functions including product tracking, reporting, regulatory compliance, and cash management. 26 Number of Point-Of-Sale Locations Applicant will provide each employee on the sales floor with a tablet integrated with COVA’s software to assist customers with their pur- chases. Applicant will have three cash registers evenly dispersed to create an efficient shopping experience. Built-In Compliance COVA’s platform is designed specifically for the cannabis industry. COVA’s features were designed to ensure local and state regulatory compliance, improve transactional accuracy, and reduce human error throughout the store’s operations. For ex- ample, COVA automatically ensures the following compliance measures: 1. Product Tracking Orders, whether placed in person or online, will be automatically processed by COVA. Additionally, received inventory also goes through the same process. COVA’s built-in barcode scanning capabilities en- able Applicant to have complete seed-to-sale oversight of all inventory, shipments, and sales in real-time. 2. Accurate Reporting COVA’s tablets also offer a fully customizable dashboard where Applicant can view inventory data and generate management reports in real-time. These reports can be quickly distributed within Applicant’s organization to ensure the correct data is in the hands of the appropriate personnel. 3. Purchase Limits COVA enforces purchase limits (based on both individual transactions and daily purchase limits) by pre- venting Applicant’s staff from completing a transaction that would violate purchase limits. 4. Customer Identification As described above in Section1.6.1 (i), a customer’s ID will be scanned and recorded at check-in to verify the age and identity of the individual. Integration with METRC Marijuana Enforcement Tracking Reporting Compliance (METRC) is a state-run regulatory auditing system that ensures cannabis is grown, transported, and sold within the constraints of the law by monitoring cannabis pro- duction from seed to sale. Applicant’s POS software, COVA, integrates seamlessly with METRC. Applicant will use both METRC and its COVA POS software to comply with Track-and-Trace requirements, facilitate inventory management and distribution manifests, and complete customer transactions. The data that is imported into COVA from METRC will be used to maintain Track-and-Trace records in real-time and facilitate other inventory-related tasks and compliance with state and local reporting laws. Moreover, Applicant will utilize hardware (e.g., label printers, barcode scanners) approved by and compatible with both COVA and METRC to effortlessly track these inventory statistics via automated data entry. All dispen- sary sales and other significant inventory events will be automatically tracked and reported to Track-and-Trace via the COVA system. Applicant will maintain complete and accurate inventory records and ensure that the records are available for inspection for at least seven years. As with all of Applicant’s records, Applicant will store inven- tory records electronically but will be able to produce hard copies immediately upon request. The BCC and the City of Fresno will be granted access to Applicant’s current inventory records, Track-and-Trace records, and inventory reconciliation results, in either hardcopy or electronic form, immediately upon request. Applicant will allow inventory records to be reviewed by the BCC any time Applicant is exercising the privileges 27 of its license or at any other time as mutually agreed to by the BCC and Applicant. Applicant understands that this review may occur without prior notice and outside of Applicant’s standard business hours. 1.6.1 (iv). CUSTOMERS PER HOUR/DAY Applicant estimates that it will serve 140 customers per day at an average of between 10-12 customers per hour. These estimates are based on conversations with Applicant’s cannabis consultant, Aaron Herzberg, who has been involved with cannabis dispensaries of similar size and locality. Applicant hopes that its reputation as a provider of quality cannabis goods will enable its sales numbers to grow quickly. 1.6.1 (v). PRODUCT LINE AND ESTIMATED SALES Product Line of Cannabis Goods Applicant will sell a range of cannabis products, including cannabis flower, concentrates, edibles, pre-rolls, va- porizers, and topicals. All cannabis goods will be sourced from other licensees authorized to engage in the com- mercial sale of cannabis. 16 CCR § 5032. Applicant will actively monitor its inventory using the scanning and batch number to ensure that products have not exceeded their best-by date or expiration date, have undergone laboratory testing, and that the packaging labeling is compliant. 16 CCR § 5406. Applicant has studied the market and believes that cannabis consumers prefer inhalable products, such as flower as opposed to edibles and concentrates. Based on this research, Applicant anticipates a majority of purchases to be flower purchases followed by other inhalable products, edibles, concentrates, and topicals. The General Manager and the Inventory Manager will work together using sales records, customer feedback, and their own personal taste to adjust Applicant’s product line to meet consumer demand. Applicant will only hold, store, and sell canna- bis goods approved and permitted by the State. 16 CCR §5407. Inhalable Products Due to anticipated consumer demand, the majority of sales in Applicant’s dispensary will likely be flower, which is generally smoked. Applicant will carry a variety of flower to meet consumer needs and will reserve shelf space for local equity producers and other growers that demonstrate environmentally sustainable cultivation practices such as Flow Kana. Vapes Applicant will also offer a variety of vaporizers and vaporization cartridges, which offer certain benefits over combustion as a delivery method. Vaporizers are devices that are used to heat cannabis or oil cartridges at some temperature level below combustion. The heat releases active compounds from the cannabis that can be inhaled. Pursuant to State packaging regulations, all vaporizer cartridges will display the State’s cannabis industry univer- sal symbol. Cal. Bus. & Prof. § 26122. Edibles, Tablets, & Tinctures Applicant will carry edibles and other cannabis-infused foods for consumers that prefer to indulge in the benefits of cannabis without inhaling. Applicant will also carry other ingestibles and sublinguals that, due to their lack of sugar content, are likely better suited for individuals sensitive to fluctuations in blood sugar. Tablets and capsules can be formulated to contain specific ratios of cannabinoids to customize the user’s experience and benefits. Finally, Applicant will stock tinctures that are primarily manufactured from dissolving cannabis in alcohol to extract a concentrated solution. Tinctures often contain a wide range of cannabinoids and are administered sub- lingually using droppers to ensure a consistent dosage. Sales Associates will be trained to educate customers regarding proper dosage, latency, and other considerations when assisting customers with their purchase of edible products. 28 Topicals and Transdermal Patches Topical products allow cannabinoids to penetrate the skin without causing systemic irritation. Topical products include balms, salves, lotions, and sprays that deliver active ingredients through the bloodstream. Some transder- mal products don’t generate an intoxicating effect but are used for purposes such as combating pain and inflam- mation. Concentrates Concentrated cannabis products offer consumers a cost-effective high concentration of cannabinoids. Concen- trates provide an effective delivery method for those who want to decrease their smoke inhalation and are desir- able as a quick method of ingestion for some with intractable illnesses. Applicant plans to carry live resin, budder, sauce, sugar leaf, and crumble. Beverages Cannabis-infused beverages are ingested similarly to edibles. The category includes drinkable night-time sleep aids and other non-alcoholic cannabis-infused beverages like soft drinks. Typically, cannabis-infused beverages contain between 5-10 milligrams of THC and are purchased in single-serving bottles. Medical Products Applicant recognizes that cannabis has many medical applications to treat those with HIV, cancer, neuropathic pain, and other serious medical conditions. In addition, cannabis is an alternative to opioids. As such, Applicant will leverage the experience of its consultant and Director of Compliance Aaron Herzberg to increase access to cannabis for those who need it most. Mr. Herzberg has a consistent track record of striving to make the cannabis industry more equitable and increasing access to medical marijuana. As an example, Mr. Herzberg has previously arranged for senior citizens to be bussed to his dispensaries in order for them to have access to the medicinal ben- efits of cannabis. Consistent with this track record, Applicant will offer a wide array of medical cannabis products including Prana CBD, Papa & Barkley, Mary’s Medicinal, and others. Pet Products Applicant recognizes how much people love and care for their pets. As such, Applicant wants everyone’s pets to live longer, healthier, and happier lives. Moreover, consumers spent approximately $400 million on CBD for their pets in this past year alone. In light of this expanding market, Applicant intends on offering a line of various CBD products for pets including CBD capsules and hemp oils. Alcohol and Tobacco Sales Applicant will not sell or dispense alcohol or tobacco products on the premises of its proposed dispensary store. FMC 9-3309(b) and (c). Additionally, Applicant believes in supporting social equity growers and small cannabis cultivators to provide the Fresno community with boutique cannabis products that are organically grown, sustainably harvested, and 100% natural like Flow Kana and Arcanna Flowers. Applicant prioritizes growers that practice safe and sustain- able cannabis cultivation. In placing product orders, Applicant will ensure that it offers cannabis products that are pesticide-free and organically grown. Additionally, Applicant will strive to work with vendors and small cannabis cultivators that share its values of sustainable growing and environmental conscientiousness. Applicant is ada- mant in driving the conversation surrounding social justice within the cannabis industry by partnering with and championing the voice of equity applicants to launch products and, as such, Applicant is committed to partnering with social equity brands like KGB Reserve. 29 Sale Amounts by Product Type As reflected by the graph to the right, Applicant anticipates the majority of its sales by product type to be flow- er, followed by edibles, concentrates, and topicals. Applicant’s cannabis consultants and advisors arrived at the product mix based on their experience with similarly situated dispensaries in locales with similar demographics. Further, Applicant’s product mix is readily adjustable to meet consumer needs and can be modified to address any concerns that the residents of the City of Fresno might have. Applicant anticipates the breakdown of products sold as follows: 30 Sample Product Lineup Papa & Barkley Releaf Balm VETCBD Pet Tincture 10:1 Flow Kana Single Pre-Roll Papa & Barkley Releaf Chocolate VETCBD Pet Tincture 20:1 Arcanna Flower - 3.5 Grams Lowell Smokes Pre-roll Pack Papa & Barkley Releaf Tincture Mary’s Medicinals 1:1 CBD/THC Tincture 31 Cannabis Displays Cannabis products will be displayed on the retail dispensary sales floor area in glass cases and locked refrigerated units. Customer Inspection Upon request, customers will be able to inspect cannabis goods more closely using a secure inspection container. Inspection containers will be stored in locked glass display cases on the retail floor. The purpose of this storage method is to prevent loss and diversion, while also giving consumers a tangible opportunity to inspect the quality of the product offered. Cannabis goods that have been removed from packaging will not be sold or consumed and will instead be disposed of pursuant to Applicant’s Cannabis Waste Disposal Policy, as detailed in Section 3.7. 16 CCR §5405(c); BCC Regulations, § 5002 (29, E, i). Due to Covid-19, Applicant intends to suspend any planned customer inspection of products other than visual inspections of products secured in display cases. Restrictions on customer inspections will be lifted only after consultation with public health officials. No Free Samples or Onsite Consumption No free samples of any type of cannabis good will be provided to consumers for any purpose. 16 CCR §5411. Further, onsite consumption of cannabis will be strictly prohibited on or around Applicant’s premises. Applicant’s Sales Associates will instruct all customers that they must leave the premises with the understanding that un- opened cannabis goods shall remain in the opaque exit packaging provided, and that customers shall not open or consume cannabis goods near Applicant’s premises. FMC § 9-3309(a). Sale of Cannabis Goods Applicant strives to provide a safe and efficient experience for its consumers. Employees will be trained to inquire about customers’ needs and preferences and suggest products known to be tailored for such personalized use. The customer will inform the attending Sales Associate of their selection, and the Sales Associate will scan the order into the POS system and collect payment. The Sales Associate will place the receipt and the purchased product into an opaque bag and hand it to the customer. 16 CCR 5413(b) and (c). 1.6.1 (vi) DELIVERY PROCEDURES, NUMBER OF VEHICLES, AND SECURITY PROCEDURES Applicant realizes the importance of providing safe access to cannabis for those who are unable to make their way to Applicant’s brick and mortar dispensary. Applicant intends to provide access to such individuals by providing a safe, secure, and discreet delivery service that will enable those customers unable to travel to obtain Appli- cant’s cannabis products. No person under the age of 21 shall be allowed to serve as a delivery employee. FMC § 9-3309(i)(1). Receiving Delivery Orders Applicant intends for its customers to be able to place delivery orders through Applicant’s website via its Dutchie online dispensary sales software, which is integrated with Applicant’s POS software and website. The customer experience provided through Dutchie is renowned as being very straightforward and user-friendly. Applicant’s website will feature its entire line of cannabis products with pictures, organized by product type. One a customer selects their desired product, they will have access to information regarding the product’s details, including the unique formulation, average THC content, description of the effects, and links to customer reviews of the product. Once customers have placed their online orders, Dutchie will provide real-time updates on their order status until the order reaches the delivery destination. 32 Another advantage of using Dutchie is the platform’s built-in compliance structures that address age checks, purchasing limits, and more. Dutchie requires all delivery information upfront to ensure that consumers are in allowable zones for delivery. For both orders received over the telephone and online, customers will be informed that their age and identity will be verified at the time of delivery through acceptable identification documents and that fulfillment of their order is contingent on the customer being above the legal age limit to purchase cannabis. When a delivery order is received, a Sales Associate responsible for monitoring delivery orders will first confirm that the order complies with state and local daily sales limits and that the order can be legally processed. The Sales Associate will confirm that all goods ordered are available and begin preparing and processing the delivery. If Applicant is out of stock of any of the goods on the order received, the Sales Associate will use their professional judgment to suggest an alternative item to the customer. When processing the delivery, the Sales Associate will begin by documenting the customer’s identifying infor- mation and checking the delivery address online to ensure that it is: (i) a physical address in California; (ii) not on publicly owned land or on land or in a building leased by a public agency; and (iii) not a school providing instruction in kindergarten or any grades 1 through 12, daycare center, or youth center in accordance with 16 CCR § 5416. Delivery Order Processing As discussed above in Section 1.6.1 (iii), when a customer places a delivery order, it is automatically processed by our POS system. As part of order fulfillment, a Sales Associate will prepare a Delivery Request Receipt in conformance with 16 CCR § 5420(a). The Delivery Request Recipient will contain the following information: 33 (i) Applicant’s name and address; (ii) the first name and employee number of the employee who will deliver the order; (iii) the first name and employee number of the employee who prepared the order for delivery; (iv) the first name and customer number for the customer who placed the delivery order; (v) the date and time of the delivery order; (vi) the delivery address provided by the ordering customer; (vii) a detailed description of the requested cannabis goods, including their weight, volume, or other accurate measure of amount; and (viii) the total amount paid for the delivery, including the cost of the cannabis goods, any taxes and/or fees, and any other charges related to the delivery. Our online purchase software, Dutchie, has built-in compliance structures in which address, age, purchasing limits, and more are all verified. Dutchie’s software does not process any orders that are in excess of state limits and requires all delivery information upfront to ensure the consumers are in the allowable zones for delivery. Additionally, Applicant’s online customers will receive text messages from Dutchie that will continuously update them with their order status in real-time. All transactions will be completed in full compliance with all relevant requirements set forth by the Bureau, the City, and all other relevant state and local authorities. The same Delivery Request Receipt will be updated by the Delivery Employee to reflect the time and date that the order was delivered, as well as the ordering customer’s signature confirming receipt of the order. All information regarding the customer’s profile will be recorded in Applicant’s POS system to ensure that product recalls can be effectuated for recalled products. All ordered cannabis goods will be processed from storage by the Inventory Manager, who will visually inspect all products, ensure they are not expired or otherwise damaged, and prepare the products for delivery. The prod- ucts will then be passed to a Sales Associate for further preparation, including scanning or manually entering the products into the POS system. The following information will be directly entered into Track-and-Trace in accor- dance with 16 CCR §5049(b): (i) Name and type of cannabis goods; (ii) Unique Identifiers (“UID”) of cannabis goods; (iii) Amount of cannabis goods by weight or count; (iv) Date and time of sale; (v) Any other information required by licensing authorities. Fulfillment of delivery orders will be contingent on Applicant’s connectivity to Track-and-Trace. 16 CCR §5050. The Sales Associate will record goods ordered in the Delivery Employee’s Delivery Inventory Ledger, including the following information for each type of good ordered: (i) type; (ii) brand; (iii) retail value; (iv) UID; and (v) volume or weight. At no time will Delivery Employees be permitted to possess inventory of more than $5,000 in cannabis goods pursuant to 16 CCR §5418(e) and (g). The Sales Associate will place all delivery orders into opaque exit packages pursuant to 16 CCR § 5413(c) and provide the packaged goods to the Delivery Employee, along with copies of the associated Delivery Request Re- ceipt and Delivery Inventory Ledger. 16 CCR § 5418(e) and (g). Delivery Vehicle Loading Applicant’s will fence an enclosure at the rear of the dispensary to serve as its designated vehicle loading zone. Applicant’s delivery vehicle loading zone will be accessible through a secure mantrap and monitored 24 hours a day under video surveillance. 16 CCR § 5044(d)(1). Delivery employees will load cannabis goods into the enclosed delivery vehicle by Delivery Employees who will ensure that all cannabis goods are locked in a fully enclosed box, container, or cage that is secured on the inside of the vehicle (but not composed of the parts of the vehicle) that is not visible to the public pursuant to 16 CCR §5417(b). 34 GPS Tracking Applicant’s delivery vehicles will be equipped with a GPS tracking device that will remain active throughout the entirety of every delivery. Additionally, Applicant will maintain records of all deliveries for at least 90 days and provide these records to the City of Fresno and the BCC promptly upon request. 16 CCR § 5417(d). Delivery Stop Log Delivery Employees will maintain a Delivery Stop Log, in accordance with 16 CCR 5418(f), which will log any stops from the time they leave Applicant’s premises to the time they return to Applicant’s premises, including rea- sons for such stops. Delivery Employees will provide the Log to management, and management will ensure that the log is retained and available for inspection for at least seven years. 16 CCR § 5418(f). In accordance with 16 CCR §5418(h)(3), Delivery Employees will provide the log to the City, the BCC, or any law enforcement officer, immediately upon request, while out on deliveries. Delivery Employee Communication Delivery Employees will be able to stay in communication with management through Bluetooth hands-free devic- es installed in each of Applicant’s vehicles. Prior to departing from Applicant’s premises for delivery, the Deliv- ery Employee will place and receive a test call to verify that the telephone is properly functioning. In addition to general communications, Delivery Employees will utilize the hands-free telephones to report all adverse delivery events to management, who will record all adverse events in a dedicated incident log. Delivery Route Guidance Delivery Employees will follow pre-planned delivery routes assigned by management and created by Google Maps or other similar GPS navigation software. If a stop or deviation from the route is necessary, the Delivery Employee shall communicate the stop or deviation to management who will record the extraneous stop on the Delivery Stop Log. The Delivery Employee will then continue on the preplanned, GPS-guided route, or return to the dispensary if necessary. If the Delivery Employee encounters unforeseen consequences that require a stop, the Delivery Employee will park in a safe and secure area, use their judgment to best address the issue, and if neces- sary, contact management for further guidance on how to resolve the issue. Completing Deliveries Upon arriving at a customer’s delivery address, Delivery Employees will attempt to contact the customer by telephone. Dutchie, our online sales software, incorporated curbside pickup as part of its efforts to adapt to the COVID-19 pandemic. Making sure that cannabis goods are secure and attended to is key to safety in the delivery process. If the Delivery Employee does not receive a response within 10 minutes, the Delivery Employee will return to Applicant’s premises. If the customer does respond, the Delivery Employee will verify that the person responding is indeed the customer who placed the order and scan the customer’s identification with an age veri- fication device to confirm that the customer is of legal age to use cannabis. 16 CCR §5415(f). The Delivery Em- ployee will then accept payment from the customer (if customer is paying with cash) for the cannabis goods and transfer possession of the cannabis goods to the customer. The customer will sign the Delivery Request Receipt and will be provided a copy. 16 CCR § 5420(b). The Delivery Employee will retain a copy of the signed Delivery Request Receipt for Applicant’s records. 16 CCR §5420(b). Upon completing a delivery, the Delivery Employee will update the Delivery Inventory Ledger to accurately reflect the amount of cannabis that the Delivery Employee is currently in possession of. 16 CCR § 5418(e). The Delivery Employee will notify management that the delivery has been attempted or completed. Additionally, the customer will receive a text message from Dutchie confirming the delivery. The Delivery Employee will pro- vide management with the following documentation upon return: the Delivery Request Receipts, the Delivery 35 Inventory Ledger, and the Delivery Stop Log. Management will inspect all documents provided by the Delivery Employee and verify that they are consistent. If there is any undelivered cannabis, management will unload the undelivered cannabis and return products to inventory. 16 CCR 5418(j). Applicant will ensure that all records are retained and available Product Security During Transportation Applicant has crafted the following policies to ensure a safe delivery experience for both drivers and customers. Delivery employees will not carry cannabis goods worth more than $5,000 at any time. 16 CCR § 5418(a). Only authorized Delivery Employees will be allowed in the delivery vehicle while delivering cannabis. 16 CCR § 5417(a). During delivery, the Delivery Employee will ensure that the cannabis goods are secure in the vehicle’s special delivery compartment and not visible to members of the public. 16 CCR § 5417(a)-(b). At no time will the Delivery Employee leave the vehicle or cannabis goods unattended unless the vehicle is locked and the alarm system is active. 16 CCR § 5417(c). Delivery Employees will be trained to remain cognizant of their surroundings and respectful of the Fresno community. Delivery Employees will be trained to comply with all relevant traffic and parking regulations to minimize any congestion or parking concerns. Delivery Employees who violate traffic laws, incur parking tickets while making deliveries, or otherwise engage in unsafe or discourteous behavior will be reprimanded or have their employment terminated. Respect for the community is one of the foremost focuses of our operation and we take this responsibility seriously. Number of Delivery Vehicles Applicant intends on utilizing at least one low-emission, electric, hybrid, plug-in, or another environmentally friendly vehicle to deliver cannabis goods and work towards a net-zero carbon footprint. Applicant will determine the number of delivery vehicles after conducting a thorough analysis of delivery demand in the surrounding area. Applicant’s deliveries will be made in unmarked vehicles that bear no indication that the vehicle contains canna- bis, and Applicant will not use its vehicles for any advertising purposes. FMC § 9-3310(a)(7). 36 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN Applicant is committed to fostering a collegial and welcoming environment for all of its staff and the Fresno community. Providing a pleasant experience for customers starts with making sure that Applicant is taking care of its own employees. As such, Applicant offers generous compensation and provides ample opportunities for our employees to grow as employees and members of the Fresno community. As set forth below, Applicant will provide employees more than a living wage and aim to provide employees the opportunity to become members of the community in good standing who represent the value of the cannabis in- dustry. Employees will be provided benefits, training, formal education, and mentoring to ensure that the quality of our employees rivals the quality of the products Applicant intends to sell, leading to a more enjoyable expe- rience for both customers and neighbors. Further, Applicant is committed to actively hiring members of the Fresno community and has already identified at least four individuals that it intends to offer employment to represent Applicant in the community. Additionally, Applicant realizes that despite best efforts, the aims of workers and management may not always perfectly align and has therefore entered into a labor peace agreement to allow employees to unionize with the United Food and Commercial Workers Union who has offered a letter in support of Applicant’s dispensary. Applicant hopes that employment at its dispensary will provide an opportunity for employees to further cultivate their personalities and become meaningful members of the Fresno community. 2.1 LIVING WAGE Applicant intends to pay all employees above the minimum wage set by the City of Fresno and the State of Cal- ifornia. Applicant sets its wages based on Massachusetts Institute of Technology’s (MIT’s) living wage calcula- tion, which lists the living wage in Fresno County at . Applicant plans to start its employees’ hourly wages at per hour, exceeding MIT’s living wage estimate by over 69%. Further details of Applicant’s specific salary information is included in the staffing plan in Section 2.6. Applicant is further committed to equal pay for equal work among its employees and will not discriminate on the basis of gender, race, religion, or sexual orientation when determining the compensation of individual employees. Further, Applicant will continually review its employees’ compensation to ensure that it is a fair and accurate reflection of their work and value to Applicant. 2.2 EMPLOYEE BENEFITS Applicant realizes that to attract and maintain a workforce of high-quality employees it will need to offer high-qual- ity benefits that reward employees and provide for them so that they may provide for Applicant. Applicant aims to offer a comprehensive benefits package that prioritizes employees’ well-being and gives them the chance to turn their job at Applicant into a well-compensated long-term career. In order to further this goal, Applicant will offer employees a living wage, health insurance, retirement plan, and paid time off. Health Insurance Applicant realizes the importance of providing high-quality health insurance to all of its employees, especially given that many are still suffering from ramifications of the global pandemic. Applicant’s health insurance pack- age will include dental and vision care, in addition to making sure that other health needs of our employees are adequately provided for. As such, Applicant will pay 80% of its employees’ health insurance premiums. Maternity and Paternity Leave Applicant will provide up to six weeks of paid maternity or paternity leave to eligible full-time employees. To fos- ter a feeling of family, Applicant realizes the importance of strengthening bonds with one’s own family and new children. Upon returning from maternity or paternity leave, employees will be reinstated to their original position or assigned a comparable position if their original position is no longer available. CRESCENT CONQUEST LLC 37 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN Vacation Part of maintaining an efficient and energetic workforce is ensuring that employees have the opportunity to rest and recharge. Applicant’s employees will receive up to 15 days paid time off per year depending on their length of service to Applicant. This paid time off will not only enable employees to better serve our customers but also provide an opportunity for employees to reflect and rededicate themselves to our work. Our employees are our family and personal growth is just as important to Applicant as professional development. Medical Leave Employees should not feel pressured to come to work when ill. To provide the opportunity to recover when feel- ing under the weather, each employee will receive 72 hours of sick leave each calendar year. Applicant realizes the importance of sick employees not feeling compelled to come to work when sick, and the importance to the public of discouraging such behavior, especially during the global pandemic. Benefits Paid for Civic Duty Employees will receive their usual wage for the time taken off to participate in jury duty or voting. Additionally, employees who wish to serve as poll workers will be paid the difference in pay between their per diem and stipend from the relevant election commission, if permissible by law. Retirement Plan Applicant will offer its employees a 401k Retirement Plan with Applicant matching up to 3% of an employee’s monthly retirement allocation. Volunteer Time Off Applicant encourages its employees to grow themselves as members of the Fresno community. Applicant will offer employees 40 hours per year to engage in community growth through volunteering at local charities and nonprofit organizations. The volunteer time taken will benefit Applicant, the employee, and the communi- ty and allow regular opportunities for Applicant and the City of Fresno to form a long-term mutually beneficial relationship. 2.3 COMPENSATION AND OPPORTUNITIES FOR CONTINUING EDUCATION AND TRAINING Applicant is committed to providing opportunities through training, formal education, and professional mentor- ship to develop its employees into more complete people, inside and outside of their work at the dispensary. Ap- plicant intends to reward employees who embrace its brand through internal promotion preference and will assess employee performance and needs on a holistic basis. Employee Education Compensation To promote from within and support employee growth, both as cannabis workers and people, Applicant has devel- oped an Employee Education Compensation plan that will allow employees to attend conferences and continuing education classes to foster their growth in the cannabis industry and beyond. Employees who have been with Applicant for more than one year will be able to enroll in local classes, switch to part-time work at the dispensa- ry, and be provided with a stipend to help cover their educational expenses. Applicant is committed to providing flexible scheduling for all of its employees who desire to seek out further education. Additionally, employees who choose to engage in their own development will be rewarded with pay increases in conformity with Applicant’s merit-based practices. Mentorship and Workshop Program Applicant will establish a mentorship program to help cultivate employees’ interest in further expanding into the field of cannabis and advance their careers. Mentorship will be provided on an ongoing basis with interested 38 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN employees being given the opportunity to shadow management, connect with ownership, and learn more about what Applicant sees as the future of the cannabis industry. Part of Applicant’s goal to better educate its workforce is to align employee education with the enhance- ment of the customer experience. To do this, Applicant will encourage employees to apply for a select number of “educator” positions within its dispensary. Employees selected as educators will be encouraged to educate themselves on a long-list of leading cannabis topics, lead workshops and community education seminars on Applicant’s premises, and become experts in whatever cannabis-related topic the employee chooses to immerse themself. Applicant will award pay increases to all employees who obtain “educator” status as a means to encour- age their growth. Applicant seeks to incubate its own future entrepreneurs by educating employees on state com- pliance with cannabis laws and skill-building that includes: accounting, information and technology assistance, leadership, and mock pitch meetings to spurn in-house growth. Finally, Applicant will require employees to regularly participate in employee reviews, assessments, and train- ings. As part of this effort, employees will engage in annual refresher trainings focused on building up the basics of budtending and improving the customer experience. Applicant’s goal is that all of its employees be up to date on the regulatory framework and structure of the cannabis industry and their place within it. Fresno City College Scholarship Applicant is committed to providing members of the local Fresno community with opportunities to continue their education. As such, Applicant will award one of its employees with a scholarship to attend Fresno City College. The scholarship will cover at least one year of coursework. Employee Training Applicant’s employees are our representatives in the Fresno community. As such, Applicant places its emphasis on building a workforce that is not only knowledgeable about cannabis but prepared to offer customers an infor- mative and transformational purchasing experience. To build the foundation necessary to achieve this goal, Ap- plicant has developed a tailored training program to provide employees the opportunity to thrive. Employees will be aware of all necessary compliance measures and provide customers with a friendly and enlightening shopping experience. Applicant’s training program will include both virtual and in-person training sessions and ensure that our employees are knowledgeable, respectful, and competent to handle any customer needs. Virtual Trainings In order to develop our workforce, Applicant will partner with Oaksterdam University to enable our Sales Associates to obtain certification through Oaksterdam’s Budtender Certification Program. Oaksterdam University is a leading educator in the cannabis industry, known for its rigorous ac- ademic learning environment and ability to provide students with the in- depth perspective necessary to cultivate their skills. The Budtender Certification Program provides employees with an entree into the cannabis industry by educating on cannabis products on the mar- ket, how to use certain products, and how they work, enabling employees to confidently guide customers through their purchasing experience. At CRESCENT CONQUEST LLC 39 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN the end of the course, employees will take a final exam to demonstrate and solidify their knowledge. Additional- ly, Applicant will provide training on safe human resources practices and other generalized workplace trainings through virtual training modules. Applicant’s employees are always encouraged to learn more than the baseline required to provide customers with a transcendental experience and will reward employees who embark on such endeavors. Specifically, Applicant’s training will include an in-depth dive on the following topics: Cannabis History and Scientific Research: Sales Associates will learn and review the state of scientific and medical literature on the efficacy of cannabis and its medical applications. Training will provide insight into the latest discoveries on canna- binoids, terpenes, and cultivation techniques. Therapeutic Benefits of Cannabis: Sales Associates will be educated on the beneficial compounds within the cannabis plant and how they produce their unique effects. Applicants will learn about the entourage effect, the differences between strains, and how mixes of cannabinoids influence the user’s experience and benefits. In this module, employees will discover the different ways delivery methods such as inhalation, vaporizing, and con- suming edibles affects the consumption experience. Sales Skills: Applicant will explain how our Sales Associates serve as ambassadors of our brand and the industry as a whole. Training will outline the unique responsibilities and opportunities afforded to those who are able to guide the cannabis consumer’s purchasing. Employees will then look at some of the specific aspects of working in a dispensary that make it different from other customer service jobs, including special product handling requirements and enhanced on-site security. Customer/Patient Relations and Product Safety: Applicant will train its Sales Associates to identify the customer/patients’ goals, level of experience, and familiarity with cannabis. Employees will cover some key issues related to consumer safety, in- cluding an introduction to appropriate dosing, potential side effects of cannabis, and population groups for whom cannabis consumption could pose a higher risk of negative health outcomes. The goal of this training is to provide employees with the requisite practice to offer customers the knowledge to promote safe consumption practices. Dosing and Effects of Cannabis: Applicant will present the knowledge employees need as budtenders to provide comprehensive, evi- dence-based answers to our customers’ questions about dosing and effects, and help them select a for- mulation and dosage which is safe and effective. We will look at how the potency, effects, and duration of effects differ across various methods of ingestion and introduce the concept of the “therapeutic win- dow” of effective doses. We will also discuss potential interactions between cannabis and other drugs, including opioids, and introduce the concept of selecting specific cultivars to produce specific effects. Cultivar Selection: Employees will examine one of the most complex -- and most contested -- topics in cannabis today: the identification and classification of individual cannabis cultivars, which are commonly called “strains.” Applicant will explain why the term “cultivar” is more accurate than “strain” in the context of describ- ing cannabis varieties, and break down the myth of the dichotomy between “Indica” and “Sativa.” They will then learn more about what actually drives the differences in effects among cultivars, and examine 40 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN the lack of standardization in cannabis cultivar labeling. We will wrap up the module and the course with strategies for helping customers and patients select cultivars that will achieve their desired effect Maintaining a Safe Work Environment For All Applicant recognizes the importance of making sure employees feel safe at work. In order to help advance this goal, Applicant will implement a strict Code of Conduct. Applicant’s Code of Conduct will outline a framework for practicing collegial and ethical decision-making while at work. Applicant’s Code of Conduct will include Ap- plicant’s standards for its workplace environment, business practices, and community involvement. Additionally, Applicant’s Code of Conduct will provide avenues for addressing conflict, reporting violations, and asking for advice when an employee is unsure about how to approach a particular situation. Regulatory Training In order to succeed as a dispensary, it is important that all of our employees know and follow the law. Ensuring that all of our employees know the basics behind certain regulations serves as an important check on individual employees’ behavior and helps keep Applicant out of unnecessary trouble. Regulatory training will identify laws related to day-to-day operations, age verification, inventory management, Track-and-Trace, security, cannabis waste, proper maintenance of the premises, and more. Safe Consumption To ensure that customers get the most out of their cannabis usage, it is important that our staff be able to provide the information necessary to facilitate safe consumption. Applicant will ensure that its employees understand how cannabis can be safely and legally consumed and can advise customers about best practices on an ongoing basis. Employees will be trained to educate visitors about regulations prohibiting cannabis consumption while in public or driving to ensure that no one drives impaired and our customers share the same respect for the community that we do. Product Knowledge Applicant’s employees will be knowledgeable about all product types to better serve our customer base. In order to ensure that customers make informed decisions, Applicant’s Employee Training Plan will meld science-backed findings with Sales Associates’ personal experiences to give first-hand insight into our product offerings. Custom- ers will be made aware of what each specific product contains and its anticipated effects and benefits. Culture Awareness Applicant values diversity and is committed to respecting others so that all of our customers feel welcome. Rec- ognizing that close to 50% of the Fresno population is Latinx, Applicant will prioritize the hiring of bilingual Spanish speakers and make sure that all signage is in English and Spanish. Further, because our employees in- teract with customers of different races, ethnicities, and backgrounds, Applicant will ensure that our staff treats every customer walking through the door with the same collegial hospitality, while at the same time recognizing that we are each different. Applicant’s cultural training will ensure that our employees are able to offer the most welcoming and inclusive shopping experience possible. 2.4 LOCAL HIRING AND RECRUITMENT PLAN IN CONFORMITY WITH SOCIAL POLICY Applicant welcomes the opportunity to be embraced by the City of Fresno as a leading catalyst for community growth. In order to foster its relationship with the local community, Applicant intends to make hiring from within the community a priority. Applicant realizes the financial harm that the pandemic has taken on individuals and will work diligently to make hiring decisions that reflect a desire to give out-of-work and disadvantaged CRESCENT CONQUEST LLC 41 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN persons meaningful long-term employment with Applicant’s dispensary. Applicant realizes the damage done to many communities by the War on Drugs and welcomes the opportunity to adopt practices that remediate that damage by making decisions with an eye towards equity. Applicant intends to hire a majority of its workers from low-to-moderate income census tracts and will give preferential hiring and staffing hours to those who meet any of the following criteria: (i) Annual family income below 80% AMI; (ii) Convicted of a cannabis-related crime that could have been prosecuted as a misdemeanor or citation under State law; (iii) Lived in low-to-moderate income census tract housing for a minimum of 3 years; (iv) Veteran; (v) Former foster youth; (vi) Unemployed; and (vii) Receiving public assistance. Applicant agrees to staff at a minimum of 1/3 of annual hours worked persons who meet the aforementioned preferential hiring criteria. FMC § 9-3316(b)(1). Applicant will provide the City of Fresno, annually or upon request, with proof of compliance with the criteria listed in FMC § 9-3316(b)(1). Prospective employees will be provided with detailed employment forms to verify that they meet the preferential hiring criteria. In order to verify such information, Applicant will solicit the necessary supplemental documenta- tion from prospective employees who have indicated that they meet one of the above-listed criteria. Additionally, Applicant will recruit from surrounding census tracts that meet low-to-moderate income status and focus on em- ployee hires from those areas. On top of proactively soliciting workers from families with income below 80% AMI ($37,751.20), Applicant has identified multiple census tracts in the City of Fresno that have a low-to-moderate income, including census tract numbers: 1, 2, 3, 4, 5.01, 5.02, 7, 8, 9.02, 12.01, 12.02, 13.01, 14.07, 14.11, 15, 18, 19, 20, 23, 24, 25.01, 26.02, 27.02, 28, 35, 45.05, 49.01, 50, 51, 54.03, and 54.08. As part of its recruitment process, Applicant will participate in local job fairs and advertise open positions on sites like LinkedIn, Glassdoor, Ziprecruiter, and Indeed, prioritizing the hiring of Fresno residents. Applicant will em- ploy at least 95% of its workforce from long-standing local Fresno residents, far exceeding the 30% local hiring criteria. FMC § 9-3316(b)(3). 2.5 LOCAL OWNERSHIP AND MANAGEMENT Applicant will be a locally managed business as owner Kyle Wilkins meets the City’s requirement of “Local Ownership” by owning a business in Fresno prior to March 2019 and Owner SJ Van Horn meets the City’s requirement of “Local Ownership” by being a current resident of Fresno prior to March 2019. Ap- plicant’s ownership team has a trusted reputation in the community. Being 100% owned by residents and business owners of the City of Fresno, Applicant has experience serving Fresno, particularly in areas similar to cannabis retail. Owner SJ Van Horn has been a proud Fresno City resident since December 2018 and is the owner and operator of the CBD Center, where he has served the Fresno community by offering CBD products that promote the restorative benefits of CBD without the intoxicating effects of THC. SJ is fa- miliar with educating consumers on the holistic benefits of canna- binoids. Trusted in the community for offering high-quality CBD [1] [2] https://www.census.gov/quickfacts/fact/table/fresnocitycalifornia/INC110218 https://www.census.gov/engagement-navigator 1 2 _________________________ 42 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN products to Fresno residents through his personal brand, SJ hopes to do the same with the high-quality cannabis products that will stock Applicant’s shelves. Further, owner Kyle Wilkins is a local entrepreneur and owner of Fresno restaurant Poke Bowl Express who recognizes the importance of meeting underserved needs in the Fresno community. Mr. Wilkins established Poke Bowl Express in January 2017 to serve the Sun- nyside area, supporting neighboring schools and surrounding busi- nesses. Applicant’s ownership recognizes the importance of meeting Fresno’s needs through the eyes and perspectives of Fresno residents. Local management is integral to Applicant’s future success and is not a line item on an application, but a tenant of Applicant’s core values. | Owner, Kyle Wilkins, pictured in front of his Fresno business, Poki Bowl Express located at 6127 E Kings Canyon Rd Unit 103, Fresno, CA | Owner, SJ Van Horn, pictured with his employees inside his Fresno business, CBD Center, located at 1648 N. First St., Fresno, CA 93703 Photos of Fresno Businesses Owned by Kyle Wilkins and SJ Van Horn CRESCENT CONQUEST LLC 43 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN https://thebusinessjournal.com/new-fresno-store-dedicated-to-cbd-products/ The Business Journal article on Owner SJ Van Horn’s Fresno Business, the CBD Center. 4 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN Proof of Residence for Future Local Management Applicant has also already identified individuals in the Fresno community it’s interested in hiring to help meet this goal. All managers identified are long-term residents of the City of Fresno who have lived within the City since at least March 1, 2019. The prospective managers are: Felipe de Jesus Toscano, Keith Groom, Nolan Graff, and Xavier Mercado. Keith Groom, Nolan Graff, and Xavier Mercado are current employees of SJ Van Horn’s CBD Center and have extensive knowledge of the workings of the endocannabinoid system. Applicant appreciates and identifies with the entrepreneurial spirit of the future of Fresno and is committed to the promotion of Fresno residents to further the betterment of the City. Applicant appreciates the importance of a strong connection to the local community and intends to implement promotion practices that further this goal. Applicants will achieve promotion based on a multi-point merit-based system with large weight given to involvement with and ties to the local community. Applicant’s goal is not only to be a member of the community but to achieve high standing within the community by hiring, retaining, and promoting high-quality individuals that reflect this goal. CRESCENT CONQUEST LLC 45 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN Proof of Residence for SJ Van Horn - Utility Bill displaying residency since December 2018 46 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN : CRESCENT CONQUEST LLC 47 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 2.6 STAFFING PLAN Applicant intends on hiring 19 employees to operate its dispensary. By providing well-paying jobs and offering generous benefits to our employees, Applicant hopes to attract top-level candidates to staff our dispensary who serve as ambassadors for the Crescent brand. 48 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 2.7 LABOR PEACE AGREEMENT As a hopeful employer of 19 initial employees with aspirations to grow, Applicant recognizes and supports the rights of workers to organize into a labor union. Applicant has entered into a Labor Peace Agreement with UFCW 8. As an experienced consultant and entrepreneur in the cannabis space, Aaron Herzberg’s dispensaries have historically had collective bargaining agreements with the UFCW. Applicant expects its employees to be sat- isfied with the benefits it provides but ultimately recognizes that the decision to unionize lies with its employees. Applicant will remain neutral and not disparage any workers who decide to organize. See Fig.4. FIG 4. CRESCENT CONQUEST LLC 49 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN FIG 4. 50 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN FIG 4. CRESCENT CONQUEST LLC 51 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 2.8 WORKFORCE PLAN Applicant appreciates the importance of hiring responsible, local individuals who will represent it in the com- munity. Applicant’s frontline employees are its ambassadors in the community and Applicant recognizes the importance of hiring staff that will be reflective of its goals. Applicant will seek out workers who are respectful, collegial, hardworking, and representative of the City of Fresno. As mentioned above in Section 2.4, Applicant has preferential local hiring practices and is committed to hiring 95% of its staff from the local Fresno community. 2.8.1 HIRING PRACTICES Applicant is committed to ensuring that its new hires reflect the local population and will always make hiring decisions with an eye towards quality, equity, and providing accessible opportunities to the cannabis industry for others. Applicant embraces diversity among its workforce and will provide opportunities to qualified minority candidates at all levels of its business. There is an intrinsic value to diversity in the workforce and offering opportunities to those who have been historically disadvantaged by the discriminatory enforcement of cannabis laws is a vehicle for Applicant to help further this goal. Applicant intends to provide opportunities to high-quality individuals that might have otherwise been shut out. To achieve this goal, Applicant will utilize reputable job-seeking websites such as Indeed, LinkedIn, and Ziprecruit- er to ensure that Applicant’s workforce is made up of no less than 95%, mostly diverse, Fresno residents. Ap- plicant intends to participate in local job fairs and will prioritize the hiring of local candidates who reflect and embrace the Fresno population. Applicant’s hiring plan far exceeds the regulation’s 30% local hiring criteria. In order to meet the criteria of Applicant’s preferred local hiring plan, prospective employees will need to provide documentation, such as driver’s licenses, utility bills, or other such documents that establish that the prospective employee has resided in Fresno since at least March 2019. Applicant is committed to soliciting applicants from diverse backgrounds, including from diverse racial, reli- gious, and ethnic backgrounds. Applicant realizes that the diverse life experiences contributed by each of its employees will better enable it to provide a safe and comfortable environment for every customer. Applicant will apprise city councilmember staff of open positions to solicit the best and most inclusive crop of candidates that the City Fresno has to offer. Applicant is a strong proponent of social justice and remediating wrongs incurred from discriminatory enforcement of past cannabis laws. Applicant plans to make hiring decisions that help those who have suffered harm in the past from convictions for nonviolent cannabis-related crimes. To ensure that we are meeting our high standards, Applicant is committed to assessing its performance in these areas through review from third-party diversity consultants. Further, as outlined in more detail in Section 2.3, Applicant promotes from within whenever possible. This practice enables Applicant’s employees to grow with us and join Applicant on future ventures such as expansion into new stores and markets. 2.8.2 WORKFORCE DEVELOPMENTApplicant is committed to the betterment of its workers both as employees and as people. To further this goal, Ap- plicant will provide opportunities to its employees to develop their skills in order to further their careers within the cannabis industry. Applicant accomplishes this goal through the institution of a mentorship program to connect employees with cannabis industry insiders and providing paid time for this development. Further, Applicant will sponsor employees’ attendance at trade shows, as well as provide opportunities through its Employee Education 52 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN Compensation Program. Additionally, as a responsible Fresno community business, Applicant will select, enroll, and pay for at least one employee and one manager to complete the 30-hour Cal-OSHA general industry outreach coursework, in conformance with FMC § 9-3316(c) and Business and Professions Code § 26051.5. In-House Apprenticeship Program Applicant knows that not every Sales Associate will be a full-fledged budtender from day one. In order to introduce Applicant’s new hires to the complex world of budtending, Applicant will establish an in-house apprenticeship program where workers will be paid to learn on the job. New hires will be paired with Applicant’s more senior sales staff and be given the opportunity to shadow our best Sales Associates and work practice shifts under their supervision. The apprenticeship period will last for the first 60 days of every new employee’s tenure at Applicant’s dispensary and include opportunities to earn additional compensation for completing remote training modules and watching educational lectures. Modules will be designed to jumpstart each new hire’s career development and include instruction on business risk and safety while working with cannabis, and customer service optimization. Additionally, existing employees who wish to climb the cannabis corporate ladder will be given their own opportunity to apprentice with our management, executive, and ownership teams. Employee Education Compensation Program As discussed above in Section 2.3, Applicant acknowledges the value in maintaining a well-educated staff, aware of the most recent developments in the cannabis industry. In order to accomplish this goal, Applicant intends to initiate an integrated Employee Education Compensation Program, where employees can engage with partnering experts of the cannabis industry to gain an inside view on how to better capitalize their knowledge of the industry. Alternatively, the Employee Education Compensation Program will also provide employees with the opportunity to attend continuing education conferences and community college with the goal of giving employees a better un- derstanding of management, communication skills, graphic design, leadership, accounting, and other disciplines that will enable employees to flourish in their work and development. Employees who are willing to engage in their own development will be fast-tracked when opportunities for promotion become available. Fresno City College Scholarship As discussed above in Section 2.3, Applicant will provide one of its employees with a scholarship that covers the cost of one year of attendance at Fresno City College. On top of the scholarship, Applicant will provide the student with mentorship from our executive team. Fresno Chamber of Commerce Leadership Program Applicant is currently working with the Fresno Chamber of Commerce, of which it recently became a member, to learn more about its Leadership Fresno initiative application proce- dure. While Leadership Fresno is not currently accepting appli- cations, Applicant intends to place as many management-level employees as possible with Leadership Fresno to help Fresno adjust to the retail cannabis scene. Applicant’s employees are expected not only to become mem- bers of the community in good standing, but leaders responsible for shaping Fresno’s future. 2.8.3 LIVING WAGE As discussed in section 2.1, Applicant is committed to paying a starting minimum wage of an hour for all employees, well above the living wage for the City of Fresno as calculated by the Massachusetts Institute of Technology (MIT). Applicant sets its wages based on MIT’s living wage calculation, which lists the living wage in Fresno County at . Applicant plans to start its employees’ hourly wages at per hour, exceeding MIT’s living wage estimate by over 69%._________________________ https://livingwage.mit.edu/counties/06019 [3] 3 CRESCENT CONQUEST LLC 53 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 2.9 SOCIAL EQUITY INCUBATOR Applicant is committed to helping create fair and equitable conditions in the cannabis industry. In addition to re- mediating past harm through our hiring practices, Applicant is committed to offering its experience to help histor- ically disadvantaged groups of people enter the market as dispensary owners through the creation of a mentorship program, providing consulting services, and by dedicating product shelf space. Equity Mentoring Applicant will provide regular application workshops and training for local residents on cannabis dispensary operations. Additionally, Applicant will host discussions with industry experts to provide local residents and staff with insight as to how to properly craft their cannabis application. Consulting Services Consultant and Director of Compliance, Attorney Aaron Herzberg, Esq., will leverage his knowledge and connections gained from his experience in the cannabis industry as Managing Partner of Puzzle Group Law to the benefit of local cannabis permit applicants by offering technical as- sistance, application support, and facilitating others’ access to legal and financial assistance to help disadvantaged owners get on equal footing on behalf of the Applicant. Applicant will also provide yearly application workshops and trainings for local residents to get involved in the can- nabis industry. Applicant will actively and continually encourage equity employees to embark on their own journey to open their own equity appli- cant dispensaries. Additionally, Applicant will allow pre-screened equity applicants to shadow management and learn firsthand how its business operates. Fresno Community Reinvestment Fund If selected to operate, Applicant will contribute 1% of its first-year gross revenue to the Fresno Community Reinvestment Fund, as stated below in section 7.3. Equity Product Shelf Space Applicant appreciates the opportunity to work with equity brands through mutually beneficial partnership oppor- tunities. Applicant will reserve at least five percent (5%) of its shelf space to products from equity cultiva- tors and manufacturers. Applicant will provide preference in allocating this shelf space to equity brands that are local and meets the criteria for equity applicants listed in FMC 9-3316(b)(6)(iii). While these measures will not be able to help every individual adversely impacted by the War on Drugs, Appli- cant believes that such measures are an important step in the right direction. Applicant is eager to partner with worthwhile and worthy causes to promote the next generation of cannabis entrepreneurs and remedy historical harms. It is Applicant’s duty, if it is so fortunate to be selected, to help eradicate barriers that prevent qualified equity applicants from opening up their own dispensaries. 54 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN Applicant realizes that it cannot succeed without the support of the neighboring community and is therefore fo- cused on maintaining collegial relationships with its neighbors and mitigating any negative secondary effects that may occur as a result of its business operations. In addition to mitigating nuisances, Applicant is actively seeking out partners in the community and has already joined the Fresno Chamber of Commerce, which is one of the largest chambers in California, the Fresno Area Hispanic Foundation, which supports the start-up and growth of Hispanic businesses in Central California, and the Fresno Metro Black Chamber of Commerce, which advocates causes advancing the interests of African American-owned businesses. Applicant hopes that partnering with local businesses and suppliers can help the Fresno community thrive as it grows. Applicant views its dispensary not only as a business opportunity but also as a way to educate the public at large about the benefits of cannabis. It hopes to make and maintain meaningful connections with Fresno’s residents. Applicant’s Neighborhood Compatibility Plan has been tailored to prevent and mitigate the harms that are perceived or experienced through cannabis retail operations. Applicant’s plan is both flexible and mature, using tried and true methods of mitigating negative externalities while at the same time allowing meaningful room for community input and engagement. Applicant’s plan is adaptable to the changing circumstances of the neighborhood and will be regularly evaluated and reviewed to ensure that Applicant is proactively addressing neighborhood concerns. Applicant places a high value on building and maintaining relationships with the surrounding community. Our operation cannot exist in the long term without earning the respect and appreciation of our neighbors. In order to help ensure that our employees engage local residents and businesses with the respect they deserve, Applicant has crafted its own Good Neighbor Guidelines as detailed below. Additionally, Applicant will regularly solicit com- munity feedback through surveys and by asking the community for suggestions about how it can better operate its business. Location Applicant has selected its location and designed its operation to complement the community and minimize any potential negative impacts. Applicant’s location is in an area with multiple national retailers such as Costco, Kohls, Food Co, Famous Foot- wear, Hometown Buffet, GameStop and Walmart. Applicant will bring a respectful presence that will provide a draw for consumers and help revitalize the area. Applicant’s parking lot consists of 72 shared spaces, and Appli- cant will work with neighboring business owners to ensure that all parking spaces are operated in manner that avoids conflict. The quality retail environment provides Applicant with the perfect location to operate its business and grow the surrounding community. Applicant’s location is surrounded by major thoroughfares that attract 73,444 +/- average traffic volume. Applicant believes that many will be drawn to the Shaw & Brawley Plaza by the presence of Applicant’s dispensary. Our placement in the area will offer the potential of attracting valuable foot traffic to neighboring businesses as well as decreased crime rates. Counter to popular public perception, studies have demonstrated the ability of retail cannabis dispensaries to decrease local crime rates. By displacing illicit criminal organizations through increased surveillance measures, legal retail dispensaries pro- vide neighboring businesses with an extra layer of security. CRESCENT CONQUEST LLC 55 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN 3.1 COMPLAINT RESOLUTION AND PROACTIVE MANAGEMENT MEASURES Community Relations Contact Applicant believes in resolving complaints in a thorough but friendly manner. To demonstrate the importance of directly addressing complaints, owner Kyle Wilkins will serve as Applicant’s Community Relations Con- tact. As a resident of the neighboring City of Clovis, Mr. Wilkins will provide Applicant’s boots on the ground presence and be responsible for following up on any complaints concerning Applicant’s operations. As a success- ful business owner who works with low income and underprivileged applicants to secure financing and favorable lending terms, Mr. Wilkins has earned the respect of the local community. Applicant will provide Mr. Wilkins’s contact information to all businesses and residents within 1000 feet of Applicant’s storefront and post his contact information in conspicuous locations on the outside of the storefront, in the lobby/sales floor, and Applicant’s so- cial media pages. Mr. Wilkins will help ensure that all complaints are promptly addressed and resolved with polite and unwavering professionalism. Crescent has a culture of encouraging employee and community feedback in order to be a good neighbor and have a transparent and accountable relationship with its neighbors. Noise Reduction Applicant will proactively work on reducing the noise emitted from its premises and parking lot. Part of being a good neighbor means not disturbing nearby businesses and residences and attracting no more attention than necessary to run a successful business. Applicant will prohibit the use of outdoor speakers and pagers and play no music inside, other than ambient music in the reception area. Further, as a safeguard, Applicant will soundproof the premises to avoid irritating neighbors during the ordinary course of its operating hours. All noise generated will be kept inside the building, as Applicant will aim to keep an undetectable street-facing presence. If any noise complaints are noted by neighbors, such complaints will be promptly addressed. Lighting Applicant will prioritize safety in its outside lighting. The area will be well-lit, which is vital for security and customer safety, but Applicant will take precautionary measures to limit any light pollution that could become an annoyance to its neighbors. Applicant will address lighting concerns proactively in the following ways: (i) Applicant will not illuminate its interior premises at night more than is strictly necessary for security monitoring; (ii) the intensity of Applicant’s outdoor lighting will at no time be more than is necessary to ensure that the premises is secure and free from loi- tering; (iii) Applicant’s exterior lighting will utilize shielding which will direct light only at those areas that are necessary to be lit, and will not intrude into neighboring properties. Applicant’s management will conduct periodic reviews of lighting and solicit feedback from neighboring proper- ties to ensure that friendly relations with neighbors can continue to exist in perpetuity. Odor Applicant’s goal is to minimize its external impact on the neighborhood by keeping cannabis odors undetectable. Applicant understands that cannabis odor can be unpleasant for the surrounding neighborhood and will proactive- ly manage cannabis odor in several ways through its comprehensive Odor Management Plan. Under Applicant’s Odor Management Plan (as set forth herein in detail in Sections 3.3-3.5), Applicant will only accept and sell pre-packaged cannabis products so as to minimize odor and the possibility of on-site consumption. Cannabis odor-producing activities such as cultivation, packaging, and consumption will be strictly prohibited on site. Applicant will use a commercial carbon filtration system to purify the air inside the building and ensure that no cannabis odor leaks into the surrounding area. Both regular employees and security will be tasked with 56 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN monitoring the workings of the carbon filtration system and schedule repairs and replace filters when necessary. If any cannabis odor becomes detectable outside the retail premises, Applicant shall retain engineers to promptly remediate the issue. Applicant’s Odor Management Plan will be addressed more fully in Sections 3.3-3.5 below. Management will ensure that employees remain vigilant and proactive in identifying and addressing odor concerns. Parking and Traffic Applicants location at 3759 W. Shaw is situated in the Shaw & Brawley Shopping Center with sufficient parking to accommodate the needs of Applicant’s clientele. Applicant’s location has a total of 72 shared parking stalls, including four ADA-specific stalls that are reserved for the handicapped. The location has two points of entry and exit located on Shaw Avenue and Brawley Avenue. In light of the location’s proximity to the City’s major thoroughfares, which is discussed in further detail below in Section 6.1, Applicant does not anticipate that its operations will exacerbate traffic issues. Applicant will do its part to advertise the ease and accessibility of its parking to mitigate the risk of customers parking on residential streets and disrupting neighbors. Applicant will post parking instructions in and around Applicant’s premises and include the location and desirability of parking in Applicant’s lot in any advertising. Security staff will be instructed to identify individuals who habitually park in residential areas and politely request that they cease doing so. Customers will be made aware of the importance of Applicant’s Good Neighbor Guidelines to its continued operations as a cannabis dispensary. To prevent parking from becoming a problem for neighboring landowners and businesses, Applicant will install signage on the spaces in front of Applicant’s location. Applicant will instruct its external security guard to actively monitor the parking habits of Applicant’s consumers and politely ask that customers move their vehicles when improperly parked. If security identifies customers who habitually park in spaces outside of Applicant’s desig- nated parking spots, the customer will be given warnings and then may be prohibited from entering Applicant’s dispensary at the discretion of management. In instances where management expects a high volume of traffic, such as when the dispensary puts on promotional offers, management will have access to a parking attendant who will be able to direct overflow parking. Pedestrian Traffic Applicant will proactively manage pedestrian traffic to reduce the potential of neighborhood nuisances. Appli- cant’s external security guard will manage any line so as not to obstruct the public walkway and prevent custom- ers from loitering near neighboring properties. Applicant’s onsite security will actively patrol the parking lot to ensure that there are no customers loitering, avoiding disruption of the surrounding neighborhood. Daily Litter Patrol Applicant recognizes that its image in the community depends on keeping a clean image. Part of this image will be based on how clean Applicant keeps its business premises and the surrounding area. To maintain a safe and clean environment, Applicant will work proactively to prevent loitering and littering outside of Applicant’s building. Further, signage will be clearly and conspicuously posted inside and around Applicant’s premises prohibiting both activities and warning that violators may be denied access to Applicant’s dispensary. Applicant will maintain a daily litter patrol of the property to ensure the property is constantly clean and free of litter. Applicant will ensure to clean up the whole lot for all of the neighboring businesses and maintain a pristine site that the City can be proud of. Applicant’s staff will actively patrol Applicant’s premises during daily walkarounds and pick up and dispose of any improperly discarded litter. Should litter become a problem, Applicant will work with the City’s sanitation department to install City-approved exterior garbage cans which will bring both awareness and a solu- tion to the problem. Applicant will politely and continuously remind its customers that our continued operation CRESCENT CONQUEST LLC 57 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN in the Fresno community is dependent on everyone working together to keep clean the reputation of our cannabis dispensary. Responding to Complaints Applicant values neighborhood feedback and takes all complaints seriously. Applicant knows the important role maintaining exceptional community relations plays in becoming a long-term member of the community. While the steps outlined above demonstrate Applicant’s commitment to preventing problems, should Applicant receive complaints, its follow-up procedures will ensure that they are quickly and thoroughly resolved. Applicant has developed a complaint intake, investigation, and response procedure to comprehensively address complaints and provide assurances to the surrounding community. Additionally, Applicant intends to actively solicit feedback from community members about ways to improve operations and relations. Complaint Intake Applicant has developed multiple channels for receiving complaints. This includes telephone numbers to both the manager on duty and the general manager, contact information for the Community Relations Contact, an email address to reach the management team, physical mail, personal visits, social media pages, and complaint intake form. Such contact information will be published at the front door to the prem- ises, at the reception desk, and on Appli- cant’s social media pages. If community members are unable to speak with a live representative, Applicant will institute a policy that all members of the community will receive a notice within 24 hours that their complaint has been received and that they will additionally be appraised of its status throughout the resolution process. Applicant’s employees will record the name of the person filing the complaint, as well as references to applicable company operations relating to the complaint and the remedy sought. Community members who wish to remain anonymous may do so. Applicant records the community members’ contact information in order to follow up and provide notice within 24-hours that the complaint has been resolved. 58 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN Investigating Complaints The General Manager will be charged with investigating all complaints but may delegate discreet duties during the investigation process. All complaints will be treated seriously and fully investigated in conformance with Ap- plicant’s complaint resolution procedures. Investigations will be conducted with resources proportional to their level of seriousness, scope and nature. The investigating party may conduct interviews, review security footage, examine documents, and use reasonable diligence to determine the best course of action in addressing the com- plaint. Depending on the type of complaint, the General Manager will conduct an investigation including, but not limited to, the following: For serious complaints not ordinarily encountered and that have no apparent immediate resolution, the General Manager will convene a meeting of the entire management team and/or ownership to attempt to resolve the issue. Once the investigation has concluded, the General Manager will make a recommendation and take corrective action. Maintaining Complaint Records The General Manager will document all stages of the complaint resolution process. Additionally, Applicant will record the resolution implemented, alternative options considered, if any, and whether the complaint was the vestige of a prior complaint. Documentation should be sufficiently clear to evidence that the General Manager expended sufficient time and effort in attempting to resolve the complaint. Applicant will maintain a record of all complaints within its record-keeping system, which will be maintained for a minimum of seven years. CRESCENT CONQUEST LLC 59 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN Follow up with Complainant The General Manager will keep the complainant apprised of the status of their complaint to the extent requested. At a minimum, the General Manager will notify the complainant of the outcome of the investigation. If upon completion of the investigation no definite source of the complaint can be found, the complainant will be notified that an investigation was conducted but no remedy could be instituted at the given time. The complainant will then be invited to report additional complaints of the same nature and work actively with management to address the issue to their satisfaction. The General Manager will emphasize that notification of additional complaints should be made as soon as possible to enable Applicant to conduct a thorough and meaningful investigation. Corrective Action If a complaint is substantiated, Applicant will initiate corrective action and prevent the same issue from reoccur- ring in the future. Corrective actions taken to complaints will be logged so that they may be reviewed and evalu- ated to see if any systemic issues in Applicant’s business operating procedures require restructuring. 3.2 NUISANCE MANAGEMENT Operating in the City of Fresno is a privilege and Applicant’s continued place in the community is dependent on maintaining strong community connections. Applicant intends to institute a continuous community outreach effort that will ensure its operations do not adversely impact the quality of life in the neighborhood. Applicant will encourage community involvement to prevent nuisances from arising and promote open communication with neighbors to address them when they do. Applicant strives to change some peoples’ misperceptions of the canna- bis industry with a sterling reputation for being a respectful neighbor. Canvassing Prior to licensure, Applicant’s employees, under the supervision of owner Kyle Wilkins, will canvass local neigh- borhoods within 1,000 feet of Applicant’s premises. During each introductory meeting, Applicant’s employees will provide residents and store owners with information that includes Applicant’s core values, as well as contact information to reach Applicant should they have any concerns. Each local resident will be given the opportunity to learn more about Applicant’s operation, including its commitment to maintaining strong relations as a good neighbor. Good Neighbor Guidelines Applicant appreciates that local residents working and living near the dispensary have a right to enjoy their property and the surrounding community in peace and quiet. Applicant will implement dispensary-wide Good Neighbor Guidelines to address and preempt many concerns that neighbors may have about our operation. The Good Neighbor Guidelines will help inform the conduct of staff and customers to ensure that our opera- tion is always respectful of neighborhood concerns. Applicant’s Good Neighbor Guidelines have been created with an eye towards cleanliness, safety, and consideration for neighbors and the community. Disorderly conduct, public consumption of cannabis, rowdiness, loud music, and loitering are against Applicant’s core values, and customers and staff who engage in such behavior will not be permitted back on Applicant’s premises. Security and management will actively enforce the Good Neighbor Guidelines and complaints and negative behavior will be addressed immediately. Further, Applicant’s Good Neighbor Guidelines will include items to support the local community, including hav- ing a full-time community relations contact, working with local merchant groups and the Chamber of Commerce to support businesses, prioritizing local hires, and patronizing local service providers and suppliers whenever possible. 60 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN Applicant’s Good Neighbor Guidelines will address the following: Premises Management Applicant will actively monitor the surrounding area by having the external security guard conduct routine pa- trols. Applicant will provide for the restoration of any area defaced by graffiti by either painting over the area with a color matching the original or removing the graffiti within 24 hours of the occurrence. Security guards will report all instances of graffiti to management who will log the occurrence and address it appropriately. If Applicant is unable to independently remove the graffiti, management will contact the City of Fresno to schedule graffiti removal. CRESCENT CONQUEST LLC 61 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN Applicant intends to devote substantial effort to maintain a good and transparent working relationship with lo- cal law enforcement. Security will establish a strong relationship with law enforcement by regularly conducting patrols outside Applicant’s premises to deter loitering and vandalism. Additionally, Applicant will post signage consistent with Applicant’s zero-tolerance policy of on-site consumption of alcohol, cannabis, or tobacco around Applicant’s premises in conformance with FMC § 9-3309(h). All of Applicant’s employees will be charged with maintaining the internal and external premises of Applicant’s building and will be highly focused on ensuring Applicant’s unblemished neighborhood image. Staff will rou- tinely pick up discarded litter around the premises, make sure public walkways are clean, and also sweep the area around Applicant’s storefront. Additionally, clear signage will be posted admonishing littering and loitering, while also clearly guiding customers to the entrance of Applicant’s storefront to ensure a safe and efficient pur- chasing experience. Safety and Security Applicant realizes the unfortunate reality that some community members may harbor negative perceptions of the cannabis industry due to historical stigma and will work proactively to ensure that Applicant contributes a safe, friendly, and secure presence to the neighborhood. As outlined above and detailed in the security section, Appli- cant has developed a comprehensive, results-based security plan. Applicant’s security plan will prevent nuisances before they happen by adding a multi-level watchdog to the neighboring community. Applicant’s security plan includes high-quality security cameras, commercial-grade locking systems, and a professional but friendly staff of security guards. 3.3 ODOR MITIGATION One of the negative externalities of cannabis businesses that local business owners and residents worry about most is cannabis odor leaking from retailers premises. Odor has the potential to disrupt residents’ quality of life, exacer- bate respiratory problems, and lower property values. A well thought-out odor mitigation plan is key to combating this concern. Applicant will proactively manage concerns regarding odor in several ways. As mentioned above, Applicant will only accept and sell pre-packaged cannabis products so as to minimize odor and the possibility of on-site consumption. Additionally, cannabis odor-producing activities such as cultivation, packaging, and con- sumption will be strictly prohibited on site. Applicant’s decision to sell only pre-packaged sealed cannabis goods and limit customer display opportunities will strongly mitigate any potential cannabis odor emanating from Ap- plicant’s premises. These practices, together with Applicant’s Odor Control Devices and Techniques described below in Section 3.5, will provide peace of mind to neighboring business owners and residents alike. 3.4 POTENTIAL SOURCES OF ODOR The potential sources of odor at the location include the cannabis inventory room and the retail sales floor. All safes in which cannabis is stored are securely sealed to limit emanating odors. The only products that could emit any cannabis odor, at all, are Applicant’s cannabis flower which are prepack- aged to mitigate such an effect. The smell emanated from tinctures, oils, and topical products is negligible, and will not permeate their packaging at all. Inventory Managers and Sales Associates will regularly inspect Appli- cant’s Cannabis inventory to ensure that all jars are properly sealed and that no product packaging has been punc- tured or otherwise damaged. Employees will be trained to detect improperly sealed packaging, adjust ventilation, and seal areas where cannabis is stored to mitigate the detectability of cannabis odor. Finally, Applicant will liberally apply odor-neutralizing materials such as enzymatic catalysts to degrade odorous compounds and make them less detectable. The odor-neutralizing compounds are non-toxic and routinely used in cultivation and manufacturing facilities to reduce the presence of odor. 62 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN 3.5 ODOR CONTROL TECHNIQUES AND DEVICES Applicant will deploy leading odor-control technology to combat cannabis smells and ensure that the odor does not leave Applicant’s premises. Applicant’s odor control protocol far exceeds the cannabis industry standard by utilizing both carbon filtration and ultraviolet air purification technology. Carbon Filtration Applicant’s carbon filtration system ensures that the air inside the dispensary is fresh and the air outside the facil- ity is free from the smell of cannabis. Applicant’s pleated carbon filters attached to the ducting of the dispensary’s ventilation system will create back pressure to draw and clean the air in the facility. Negative air pressure occurs when the air being brought into a room is lower than the air being exhausted from it. Precise control of a room’s air pressure can essentially allow for the control of where the air in the room— and the odor with it—can travel. Applicant will install inline fans in the ducting of the facility to give precise control over the amount of air being ventilated from a specific room. Rooms where cannabis odors are present will be maintained under a negative air pressure by controlling the fan speed or altering the fan size such that the air exhausted from the room through the carbon filters is always greater than the air being brought into the room. Intake and exhaust vents will be located on the ceiling of all rooms where cannabis odors are present on the busi- ness premises. Ventilation lines will consist of R8 insulated ducting and KD sheet metal ducting, helping ensure that no air escapes the ventilation system before it passes through the inline carbon filters. Applicant’s air filtration system will also utilize a prefilter to increase the lifespan and effectiveness of the carbon filters. Prefilters ensure dust in the ventilation system does not clog the filter. Carbon filters will be replaced ac- cording to a schedule determined by the cubic footage of the rooms where the air is being cleaned. The pleated carbon filters in the air conditioning units will be replaced at least once per year. Applicant’s owners’ previous experience operating other retail cannabis locations has equipped them with the knowledge of how long these filters last and when they need to be inspected. Sanuvox’s Ultraviolet Air Purification On top of utilizing carbon filters to neutralize cannabis odors, Applicant will go above and beyond the industry standard by partnering with Sanuvox Technologies to implement its ultraviolet air purification systems. Sanuvox’s founder, Normand Brais, holds a mechanical engineering degree and a Ph.D. in Nuclear Engineering from Polytechnique of Montreal. He founded several technology companies in fields as var- ied as atmospheric pollution from combustion equipment, biomass combustion, and air/surface UV disinfection. In 1995, he founded Sanuvox Technologies, which is now a worldwide leader in air and surface disinfection for hospitals and buildings by germicidal UV ir- radiation. A two-pronged approach to odor control is always best. First is the installation of odor-oxidizing lamps in the recirculated air within the facility. Second is the installation of odor-oxidizing lamps in the ex- haust ducting. Controlling odor within a retail location is determined by the HVAC setup. The odor-oxidation technology is sized and in- stalled specifically to match the existing HVAC setup. QUATTRO IN DUCT Purification UV air sterilization system CRESCENT CONQUEST LLC 63 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN UV photo-oxidation technology has been widely available since 1995 for the removal of common indoor odors, as well as for particularly strong unpleasant fishy odors found in garbage rooms. This technology eliminates odor by chemical oxidation of the odorous molecules. By using ultraviolet light sources with wavelengths of 254nm and 185nm, it is possible to emit photons with energies strong enough to break and then oxidize terpene odor molecules. The oxidation reaction will occur at ambient temperature via a hydroxyl (OH*) radical, which serves as a transmission media for free oxygen atoms. The result is the conversion by oxidation of odorous molecules into molecules that have little to no odor at all. The useful life of UVC and UVV high-intensity light sources is 10,000 hours and requires replacement on an annual basis. There is no other maintenance required and no pressure drop restrictions like carbon filters. This emerging technology in cannabis will save energy and reduce the terpene odor molecules to ensure facility com- pliance. Applicant intends on contracting with local Fresno HVAC contractor Valley Air Conditioning and Repair to preform HVAC installation. Our local HVAC professionals will also be hired to conduct maintenance on the ventilation and odor-oxidation system if needed. Applicant will adequately train its staff to visually inspect the UV indicator lamps to confirm that all lamps are working or identify if any have failed. Should any indicator lights designate a failure, a lamp replacement would be warranted. Applicant or a licensed HVAC contractor can perform lamp replacement or changeout. 3.6 ODOR SYSTEM TRAINING AND SYSTEM MAINTENANCE Staff Training Protocol All staff will be trained and have a working familiarity with the ventilation system and carbon filters. Staff will understand the procedures for proper upkeep and troubleshooting when problems arise. Employees will have ac- cess to contact information for HVAC professionals and engineers to immediately schedule a visit to the facility if necessary. Staff will also regularly conduct inspections to ensure the proper functioning of the odor-control system. Em- ployees who detect any odors or are made aware of any odors are trained to abide by the following odor-control checklist: · Determine the likely source of the emanating odor. · Check carbon filter repair log to ensure carbon filters do not need changing. · Control odor using on site odor management practices to resolve the emanating odor. · Survey the perimeter to detect any odor permeating from the premises, noting wind patterns. · Document the event for further operational review and conduct necessary follow up of odor event. Applicant will regularly solicit feedback from local pedestrians, nearby business owners, and customers to ensure that cannabis odor is not detected outside of the facility, anywhere on adjacent property or public rights-of-way, on or about the exterior or interior common area walkways, hallways, breezeways, foyers, lobby areas, or any other areas available for use by common tenants or the visiting public, or within any other unit located inside the same building as the cannabis retail business or commercial cannabis business. System Maintenance In addition to daily walkarounds to identify cannabis odor, Applicant will regularly inspect its filters and replace them if they are releasing any type of smell or otherwise need to be replaced. Applicant will inspect filters once a month to ensure that there is no odor leakage and determine a replacement schedule sufficient to meet the premises’ needs. 64 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN Applicant will work with HVAC professionals who are experienced in servicing cannabis businesses and will be charged with conducting maintenance on the ventilation and air filtration system. As discussed above, Applicant intends on contracting with local Fresno HVAC contractor Valley Air Conditioning and Repair to preform maintenance. Applicant will keep thorough records with respect to the HVAC and carbon filtration systems. Applicant’s HVAC/ Carbon Filtration Maintenance Log will contain all of the following: (i) records of purchases of replacement car- bon filters; (ii) personnel involved in performing maintenance; and (iii) documentation of any repair work done and malfunctions of the system. HVAC/Carbon Filtration Maintenance Logs will be made available to the City of Fresno and the BCC upon request. 3.7 CANNABIS WASTE MANAGEMENT AND DISPOSAL PLAN Applicant understands that a well-defined waste management plan is paramount to consumer safety and ensuring that cannabis products are not diverted. This is why Applicant prioritizes safe and compliant cannabis disposal measures. Waste Disposal Locations Cannabis waste will be disposed of and stored in the limited access section of the office that only designated staff can access. Non-cannabis waste and recyclable waste will be properly disposed of in the dumpsters adjacent to Applicant’s business. Waste Management Vendor Applicant will contract with experienced cannabis waste hauler, GAIACA, to dispose of its cannabis waste in accordance with California cannabis regulations. GAIACA is the nation’s first, properly licensed cannabis waste management service provider. GAIACA will provide Applicant with a compliant yet sustain- able solution for its cannabis waste needs. GAIACA is a proven cannabis waste hauler with the knowledge and expertise to safely, securely, and conscientiously dispose of cannabis waste products. GAIACA aims to compost, recycle, and transform waste, rather than contributing to local landfills, in order to further its “zero waste” mission. In the past, GAIA- CA has serviced all facets of the cannabis industry including retailers, cultivators, manufacturers, distributors, and testing laboratories. Cannabis Waste Disposal Procedure In accordance with California cannabis regulations, Applicant will destroy all unsold cannabis goods past their expiration, in addition to damaged, deteriorated, misbranded, or adulterated cannabis products. Applicant will maintain written documentation of the disposal of each cannabis product. Applicant’s Inventory Manager will be responsible for initially inspecting cannabis goods upon receipt and iden- tifying goods that have been damaged, misbranded, or are expired. Dispensary employees will regularly perform subsequent inspections during daily inventory counts and prior to each sale to any consumer. Applicant’s destruction of cannabis goods prior to disposal will be done in accordance with 16 CCR § 5054 and recorded on video. Applicant will follow all relevant State and local waste management laws including but not limited to Division 30 of California’s Public Resources Code. CRESCENT CONQUEST LLC 65 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN Waste Security Applicant’s waste security system implements a multi-level approach and is designed to prevent poten- tial diversion. First, only authorized personnel will be able to access the office where disposal receptacles will be located. The area contains multifactor authentication consisting of a keycard and punch code. Applicant’s computer system, with offsite backup servers, will log every entry into the limited access area and detail which employees have accessed the room for purposes of dis- posal. High-resolution security cameras will record and monitor the area 24 hours a day. All cannabis waste will be disposed of in the secure waste receptacle located in the room. See Fig.5. Prior to disposal, the product type, batch number, and reason for disposal will be recorded in the Applicant’s Retail Cannabis Disposal Log. Man- agement will regularly review the Retail Cannabis Dis- posal Log prior to scheduled disposal. Applicant will render all cannabis goods to be disposed of unusable and unrecognizable. Applicant will, at a minimum, remove goods from any packaging or con- tainer and render them in a form unable to be consumed. For example, cannabis flower will be rendered unusable by grinding the flower and combining it with cat litter or yard waste so that the resulting mixture will be primarily non-cannabis waste by volume. Safe, non-toxic adulter- ants will be added to the cannabis waste at pick up to change the composition of cannabis waste and make it unattractive for human consumption. Applicant will use environmentally friendly procedures whenever available to conduct the destruction and disposal of cannabis goods. Applicant will use the state’s METRC Track-and-Trace systems to record the following information within 24 hours of each cannabis waste destruction or disposal: (i) name and type of cannabis goods; (ii) UID of cannabis goods; (iii) amount of cannabis goods, by weight or count; (iv) date and time of destruction or disposal; (v) name of the employee performing destruction or disposal; (vi) reason for destruction and disposal; and (vii) entity dis- posing of the cannabis waste. Applicant will maintain cannabis waste destruction and disposal records for at least seven years, per Applicant’s recordkeeping procedures. 16 CCR §5037(a)(7). Applicant’s waste management vendor, GAICA, will pick up the secure containers from Applicant’s office, under the supervision of the Inventory Manager, and transport them to its facilities. Applicant will obtain documentation from GAICA, including the date and time that the cannabis waste has reached its facilities, and maintain such records for a minimum of seven years. 16 CCR § 5037(a)(7). 11.30.2020 2 PLAN VIEW SALES FLOOR SECURED STORAGE TRACK & TRACE WASTE STORAGE OFFICE IT ROOM MAN TRAP CHECK IN ENTRYEXIT REST ROOM BREAK Fig. 5 Waste Storage Location 66 SECTION 4: SAFETY PLAN FIRE SAFETY PLAN 3759 W SHAW AVE CANNABIS RETAIL STORE FRESNO, CA Prepared for: Crescent Conquest LLC 3759 W Shaw Ave Fresno, CA 92660 20-2359 November 17, 2020 1777 N. California Blvd, Suite 200 ph:(925) 979.999 internet: Walnut Creek, CA 94596 fax: (925) 979.9994 www.thefireconsultants.com CRESCENT CONQUEST LLC 67 SECTION 4: SAFETY PLAN 68 SECTION 4: SAFETY PLAN CRESCENT CONQUEST LLC 69 SECTION 4: SAFETY PLAN 70 SECTION 4: SAFETY PLAN CRESCENT CONQUEST LLC 71 SECTION 4: SAFETY PLAN 72 SECTION 4: SAFETY PLAN CRESCENT CONQUEST LLC 73 SECTION 4: SAFETY PLAN 74 SECTION 4: SAFETY PLAN CRESCENT CONQUEST LLC 75 SECTION 4: SAFETY PLAN 76 SECTION 4: SAFETY PLAN CRESCENT CONQUEST LLC 77 SECTION 4: SAFETY PLAN 78 SECTION 4: SAFETY PLAN CRESCENT CONQUEST LLC 79 SECTION 4: SAFETY PLAN 80 SECTION 4: SAFETY PLAN CRESCENT CONQUEST LLC 81 SECTION 4: SAFETY PLAN 82 SECTION 4: SAFETY PLAN PROPRIETARY INFORMATIONPROPRIETARY INFORMATION 120 SECTION 7: COMMUNITY BENEFITS PLAN With 100% of the business owned by residents and business owners in the City of Fresno, Applicant recognizes the importance of supporting the Local com- munity. Social responsibility, community empowerment, and upward mobility are central tenets of Crescent. Owner Kyle Wilkins is a local entrepreneur and product of three generations of Sun- Maid raisin growers who recognizes the importance of building up the community. Mr. Wilkins is the owner of a local company, Universal Lending and Real Estate, which employs over 50 peo- ple and focuses on sales to first-time homebuyers. Mr. Wilkins helped marshal his business and the community through the 2008 recession and hopes to do the same with the community through the 2020 pandemic by opening Applicant’s dispensary. In January 2017, Mr. Wilkins used his real estate acumen to identify a lack of dining op- tions in the up-and-coming Sunnyside area and founded Poki Bowl Express to serve the community. Owner SJ Van Horn has become a pillar of the Fresno community since moving to the City in 2018. In addition to operating his own CBD store, the CBD Center, Mr. Van Horn serves the community as a distributor for Schoettler Research & Engineering Corporation and through his company Air Care Medical, which manufactures high-qual- ity medical equipment such as masks and CPAP supplies. Mr. Van Horn regularly donates food to the Valley Food Bank through Air Care Medical and also donates toys to holiday toy drives to positively impact Fresno’s youth. Applicant’s roots and loyalty to Fresno far exceed the superficial connections promised by larger national and out-of-town cannabis retailers. Being locally grown, Applicant understands the importance of building strong connections to the Fresno Community. Applicant will proactively engage and listen to the needs of local commu- nity members to determine how to best allocate its charitable intent. As part of this initiative, Applicant intends to establish a Charitable Giving Advisory Board to better integrate itself within the community and with other local businesses and has already selected well-deserving Fresno leaders to fill its membership. The Charitable Giving Advisory Board will be composed of local business leaders, nonprofits, community members, and religious orga- nizations who will come together to make Fresno a better city for all. 7.1 COMMUNITY BENEFIT PLAN Charitable Giving Advisory Board Applicant believes in giving back to the community and will be donating 2% of its annual gross revenue to the community. 1% of which will be given to the Fresno Community Reinvestment Fund, as explained in details in Section 7.3. The other 1% will be allocated to various community organizations described below based on the recommenda- tion of Applicant’s Charitable Giving Advisory Board. Applicant has recruited leaders from the Fresno communi- ty to serve on its Charitable Giving Advisory Board to help identify local needs and where Applicant’s donations can best be directed to serve the City of Fresno. The board will meet quarterly to decide where and how the funds should be allocated. Applicant will provide the City with annual (or upon the City’s request) reports documenting that Applicant has satisfied and has made these contributions. The Charitable Giving Advisory Board will initially be made up of: Marco Aguiar, Rebecca Medina, Sladjana Jankovic, Jesus Maya, and Valerie Jacques. Crescent will be donating 2% of its annual gross revenue to the community. CRESCENT CONQUEST LLC 121 SECTION 7: COMMUNITY BENEFITS PLAN Mr. Aguiar is a deputy public defender and left his job as an associate attorney in private practice to dedicate his life to helping indigent clients at the Fresno County Public De- fender’s office. In addition to working at the Public Defender’s office, Mr. Aguiar volun- teers his time to assist youth in sports, having served as the President of the Fig Garden Youth Soccer League and Commissioner of the Sanger Youth Soccer League. Ms. Medina is an accomplished family law attorney and former adjunct professor at the San Joaquin College of Law who has been recognized for her pro bono work and zealous advocacy. Ms. Medina founded her own law office and mediation practice in 2014 to help couples through difficult family law matters including divorce, child support, and com- munity property matters. In 2010, Ms. Medina was recognized for her pro bono work by the Fresno County Bar Association as the recipient of its Pro Bono Attorney of the Year Award. Ms. Jankovic is an experienced accountant and mother of three. As a current controller for Valley Pride Ag. Co., Ms. Jankovic has a keen understanding of the needs of the Fres- no agricultural community. Additionally, Ms. Jankovic’s experience managing federal grants and working with nonprofits in various capacities makes her an important addition to Applicant’s Charitable Giving Advisory Board. Mr. Maya is a US Army veteran having served his country from 2010-2016. Since leaving the army in 2016, Mr. Maya has continued to serve his community by working as a sher- iff’s deputy. As a former Fresno resident and student at Fresno State, Mr. Maya knows the needs of Fresno residents, and his participation on the Charitable Giving Advisory Board and law enforcement perspective will see that those needs are met in ways that most benefit the community. Ms. Jacques is a licensed vocational nurse with over 10 years of experience in the medical field. Since 2009, Ms. Jacques has served as a nurse for the Central California Women’s Facility of the Department of Corrections. Ms. Jacques has also been a leader in the med- ical community of the Central Valley. From 2005 to 2007, Ms. Jacques was the President of Health and Fitness Club Madera Center. Additionally, she served as President of the Licensed Vocational Nursing Program Madera Center from 2007 to 2009. Applicant has initially identified three local organizations and nonprofits that it will work with to help uplift the community. Applicant hopes that these relationships will provide an outlet for Applicant to help the Fresno com- munity recover from the hardship brought on by the Covid-19 pandemic. Going forward, Applicant will work with its Charitable Giving Advisory Board and the Fresno Chamber of Commerce to direct its charitable giving to maximize its impact on the community. Contributions to Local Organizations Applicant understands that the Fresno community has faced exceptional challenges stemming from the pandemic, societal unrest, and a particularly harsh California wildfire season. As such, Applicant’s charitable contributions plan is tailored to address those most in need and designed to alleviate some of the burden on organizations that do good for many members of our community. 122 SECTION 7: COMMUNITY BENEFITS PLAN The organizations that Applicant has committed to make donations to were selected for their deep ties to the Fresno community and alignment with Applicant’s core values. Initially, Applicant will be donating 1% of its annual gross revenue to be allocated between the identified organizations and expungement clinic. Based on its own research, and in consultation with local community leaders and organizations, Applicant has selected the following three organizations to receive its donations: United Way of Fresno and Madera County - Race Equity and Prosperity Training Applicant believes in both racial equity and ending the historical structures that have systemically kept disadvantaged groups down. The United Way’s Race Equity and Prosperity Training helps to address both goals through a long-term ap- proach that teaches people the necessary skills and financial literacy to thrive. Additionally, people have the opportunity through the United Way to learn about the social justice issues that impact our communities so that we all can be more aware of the effect we have on others and be able to grow better together. Applicant hopes to not only be a donor but a leading figure in the community as we work to address these structural issues and heal our community’s deep wounds. Applicant intends to take an active role as a participant in the United Way’s 21-Day Race Equity Challenge. Through the 21-Day Race Equity Challenge, Applicant’s employees will explore the structures that allow racism to persist and learn how to deconstruct them. Applicant understands the importance of understanding that different groups of people are different, and learning to treat everyone with the same high level of respect is a core tenet of Applicant’s business. Fresno Economic Opportunity Commission (“Fresno EOC”) - Street Saints The Fresno EOC is a non-profit Community Action Agency that pro- vides opportunities, strengthens self-sufficiency, and offers support for people from all walks of life. Applicant is pleased to participate in the Fresno EOC’s Street Saints initiative, which helps provide diversion opportunities and afterschool pro- grams for children vulnerable to gang activity. Street Saints provides an outlet and opportunity for children to begin the journey to becoming responsible and compassionate members of the community. Street Saints offers everything from employment and training to programs centered around making healthy eating and life- style choices, which can be difficult given the reality that many in Fresno live in urban food deserts. Fresno Barrios Unidos Fresno Barrios Unidos provides a support system for youth dealing with trauma. Barrios Unidos provides outreach and engagement, training, education, capacity building, healing and treatment, and leadership and power building all through the vehicle of a client-led direct services model. Applicant recognizes that many of our communities have histor- ically suffered from environments where youth of color could not thrive due to societal obstacles. Applicant hopes to help remedy these historical barriers by partnering with Barrios Unidos to bring forward a better future for our youth. CRESCENT CONQUEST LLC 123 SECTION 7: COMMUNITY BENEFITS PLAN Volunteer Time Off As discussed in Section 2.2 above, Applicant plans to establish a volunteer time off program to foster strong relationships between our business and the community. Applicant will provide up to 40 hours paid time off to employees who volunteer at local nonprofit organizations and charities as a way of building stronger relationships with Applicant’s surrounding community. Local Business Partners Being composed of local Fresno business people, Applicant realizes the importance of engaging local busi- nesses. Applicant has identified the following local Fresno businesses that it intends to utilize should it be awarded a license to operate: AmeriGuard - 5470 W. Spruce Avenue, #102, Fresno, CA 93722: Applicant intends to contract with AmeriGuard to provide security services for its dispensary. Fresno Chamber of Commerce - 2331 Fresno Street, Fresno, CA 93721; Fresno Black Metro Chamber of Commerce - 1444 Fulton St. Fresno, CA 93721; Fresno Area Hispanic Foundation - 1444 Fulton Street, Fresno, CA 93721: Applicant joined the Fresno Chamber of Commerce, the Fresno Black Metro Cham- ber of Commerce, and the Fresno Area Hispanic Foundation as a way of making inroads with local businesses. Applicant realizes that as a small business it must lean on the support of other small businesses to help its dispensary thrive. Fresno Rack & Shelving - 4736 N Bendel Ave, Fresno, CA 93722: Applicant intends on partnering with Fresno Rack & Shelving for its display cases, shelves and racks. Val Print - 1257 G Street, Fresno, CA 93706: Applicant intends on partnering with Val Print to create educational brochures and advertisements highlighting community events. Valley Air Conditioning and Repair - 825 S Topeka Avenue, Fresno, CA 93721: Applicant intends on partnering with Valley Air Conditioning and Repair for its HVAC installation and maintenance. 7.1.1 EXPUNGEMENT AND OUTREACH SERVICES Expungement Fairs Applicant recognizes the harm done to numerous communities, especially communities of color, resulting from the War on Drugs. If afforded the opportunity to operate, Applicant promises to do all in its power to rectify these wrongs. While Covid-19 makes in-person expungement fairs difficult in the current climate, Applicant is com- mitted to the goal of expungement and will be donating part of its charitable giving to the Fresno Economic Op- portunity Commission’s Clean Slate Clinic (the “Clinic”), which will be able to safely facilitate the expungement process for qualifying harmed individuals. The Fresno Economic Opportunity Commission partners with the Fresno County Public Defender’s office to operate the Clean Slate Program, which provides reentry and low-cost legal services to eligible individuals for record clearance and expungement. The Clinic also serves as a conduit to connect individuals recently convicted of low-level offenses with social services such as housing and healthcare. 124 SECTION 7: COMMUNITY BENEFITS PLAN As soon as is feasibly possible, Applicant will shift to helping expunge records through in-person expungement fairs offered at Applicant’s premises. Applicant will do everything from providing informational materials to connecting individuals with qualified professionals who will be able to help expunge their records on a pro bono or low-cost basis. These events will be advertised in Applicant’s storefront and through Applicant’s social media page. 7.1.2 ENVIRONMENTALLY SUSTAINABLE BUSINESS PLAN Applicant is dedicated to running a clean and energy-efficient business. Applicant intends to institute operating procedures with the goal of achieving, as close to as possible, a zero-waste footprint. Applicant believes in using an integrated development approach that captures its focus on health, wellness, and sustainability. Applicant understands the environmental impact that cannabis cultivation and distribution can have on the environment and accepts its responsibility to help lessen this impact. Applicant will craft everything from its operations and products selection to its building design with the environment in mind. Applicant has developed an environmentally sustainable business model following guidance provided by Fres- no’s Zero Waste Strategic Action Plan, Green Sustainability Plan, Greenhouse Gas Reduction Plan, Urban Water Management Plan and CALGreen Building Code requirements. Applicant’s sustainable business model incorpo- rates high-level considerations including: energy efficiency, conservation, renewable energy, land use and trans- portation, recycling, water conservation, and government operations, with the practical understanding of the can- nabis industry to envision a lasting and mutually beneficial relationship between Applicant and its environment. Use of Eco-Friendly Building Design Applicant’s building specifications will conform with LEED design and Living Building Futures standards. Applicant’s building will use and source eco-friendly materials for both the exterior and inte- rior of Applicant’s dispensary, including reclaimed wood, and recycled glass and plastic. Applicant will also up- grade its existing plumbing to promote water efficiency. Applicant’s restroom will include ultra-low-flow plumb- ing fixtures and low-flush toilets. Energy Efficient Lighting and Controls Applicant will work with our architects, engineers, and design consultants to ensure the most efficient and cost-effective means of providing electricity to Applicant’s dispensary. Appli- cant will use energy-efficient LED lighting and adjust daylight and nighttime lighting accord- ingly to reduce energy consumption. Lighting will be programmed to operate on a circadian lighting system to minimize energy usage. All appliances and equipment such as computers, refrigerators, kitchen equipment, and POS stations will incorporate energy-efficient technology to the highest extent possible. Climate Control and Energy Consumption Applicant anticipates that a large portion of its energy consumption will be from the HVAC system. Applicant will integrate the most efficient climate control system possi- ble, preserving indoor air quality while minimizing energy consumption. All staff will be trained on energy conservation practices to ensure that Applicant’s dispensary is only consuming as much energy as needed to safely operate. Sales Associates will turn off computers, appliances, and POS systems when not in use to conserve energy. Alternative Transportation Incentive Program Applicant will offer rewards to customers and employees that mirror our emphasis on environmental conscious- ness. Team members who engage in environmentally friendly practices, such as riding bicycles, walking, or CRESCENT CONQUEST LLC 125 SECTION 7: COMMUNITY BENEFITS PLAN carpooling to work will earn reward points which may be exchanged for incentive prizes. Customers who engage in similar behavior or bring in used cannabis packaging for recycling will be eligible to receive a 5% discount on their purchase. Eco-Friendly Delivery Vehicles Applicant realizes the importance of limiting greenhouse gas emissions to Fresno’s Sierra View 2025 goal of increasing the visibility of the Sier- ra Mountains. To help contribute to this initiative and mitigate its carbon footprint, Applicant will purchase and use clean, energy-efficient, zero or low-emission vehicles for deliveries. Sustainable Product Selection Applicant will make purchasing decisions using criteria that favors environmentally conscious and sustainable growers and cultivators. When selecting the products to stock Applicant’s shelf space, preference will be given to cultivators that meet the following growing practices: 1. Avoid pesticides, chemicals, or synthetic fertilizers; 2. Tender a diverse range of strains; 3. Grow both by the sun and indoors with LED; 4. Value quality of the product over mass-production; 5. Grow on 1/2 of an acre or less; 6. Indoor cultivators who grow in less than 10,000 square feet of canopy. Applicant has already identified partners such as Flow Kana and Arcanna Flowers that meet the above criteria and Applicant intends to purchase products from them if Applicant is awarded a license. Flow Kana Flow Kana is a pioneer in the cannabis industry, creating the first sustain- able, sun-grown cannabis brand that embraces California values and the small farm ecosystem. Over the past 5+ years, Flow Kana has focused its sourcing ef- forts on the Emerald Triangle (Mendocino County, Humboldt County, Trinity County). Mendocino County has a 10,000 square foot cap per parcel for culti- vation permits which ensures that the cannabis farmers in Mendocino County are small-scale cannabis cultivators. Arcanna Flowers Arcanna Flowers provides California patients and partners with sustain- ably grown cannabis. Their flowers are produced lovingly by farmers in Mendocino Generations, a Mendocino County-based alliance of farmers who grow, breed, and make organic and biodynamic herbal medicines from parcels of less than 10,000 square feet. Mendocino Generations is a group of compliant small farmers united in cultivating sun-grown, organic cannabis. Their multi-generational members produce and pro- mote clean cannabis, preserving our culture and community while be- ing respectable stewards of the land. Toyota Prius Hybrid Vehicle 126 SECTION 7: COMMUNITY BENEFITS PLAN Management Systems and Energy Audits To monitor and ensure compliance with our environmentally conscious standards, Applicant will conduct semi-annual energy audits to optimize our energy usage in light of our business needs. Applicant will contract with the San Joaquin Valley Clean Energy Organization (“SJVCEO”) to conduct its audits and monitor com- pliance with its sustainable standards. The SJVCEO specializes in helping partner organizations optimize their energy usage and has a proven track record of helping conserve energy in high-usage, rural environments. 7.2 PUBLIC HEALTH OUTREACH; CANNABIS EDUCATION; AND DRUG DIVERSION Adult Outreach Applicant welcomes the opportunity and obligation to educate members of the public about safe cannabis use. Specifically, Applicant will provide members of the public with informational pamphlets regarding pertinent cannabis regulation and information, and also information anonymously for those who may have substance abuse disorders. Applicant embraces its duty to safely provision cannabis so that users can responsibly its many benefits. Applicant will further provide opportunities for members of the public and first-time cannabis users to engage staff through periodic educational seminars where members of the local community can learn more about the sci- ence and benefits of cannabis. When possible, Applicant will also be willing to open its doors to host a wide-range of discussions on social justice provided by local community leaders. To help people afflicted with alcohol, cannabis, or other recreational drug abuse or dependence, Applicant will provide informational pamphlets that connect those seeking help with resources so that individuals can take back control of their lives. Applicant will also train receptionists to recognize and engage with people that appear to be suffering from abuse of or dependence on cannabis, as well as other substances, and offer to provide local resources and anonymous support hotlines where these individuals can engage with professionals to begin their journey towards recovery. Youth Outreach and Interdiction Applicant believes that a vehicle for combating public health issues is to confront and address the underlying Applicant believes that a vehicle for combating public health issues is to confront and address the underlying traumas that exacerbate them. Applicant plans to create a partnership with the Fresno Economic Commission’s Street Saints to help children address anguish caused by the wildfires, pandemic, and social distancing that direct- ly impacts children. Applicant believes in harm reduction as a proven way of lessening adolescent drug use. The underlying premise of a harm-reduction-based approach is the acceptance that some youth will engage in illicit drug use despite best efforts, and the crafting of interventions to mitigate the harm for those impacted. Applicant will work to support a two-tiered approach that focuses on prevention, treatment, and rehabilitation. To further this goal, Applicant will work with Fresno Street Saints and Barrios Unidos to support their educational drug interdiction programming and help provide materials centered around the dangers of cannabis use. Applicant recognizes the dangers of un- derage cannabis use including harm to the developing brain and body, the danger of driving intoxicated, or being a passenger of an intoxicated driver. Part of dissuading youth from trying drugs in the first place is educating young people about the serious impacts that it can have on their health. Applicant will work with its partners to develop educational material that describes, in an authoritative manner, the way that cannabis affects the developing body CRESCENT CONQUEST LLC 127 SECTION 7: COMMUNITY BENEFITS PLAN and highlights the serious dangers of driving while impaired. Further, Applicant will work with the Street Saints and Barrios Unidos to connect youth impacted by drug use with treatment options and resources to facilitate their recovery and rehabilitation. While cannabis provides many benefits, Applicant realizes the dangers that can result from adolescent use. Appli- cant will do everything in its power to discourage risk-taking behavior. Applicant desires not only to be a member of the community in good standing with Fresno’s residents and business, but also a leader of change and progress for the City. 7.3 FRESNO COMMUNITY REINVESTMENT FUND Applicant is dedicated to helping the local equity businesses of Fresno thrive. In addition to 1% of our gross rev- enues already being dedicated to local charities, Applicant will proudly contribute an additional 1% of its annual gross revenue to the Fresno Community Reinvestment Fund if ultimately awarded a license to operate. The Fresno Community Reinvestment Fund supports local equity businesses in their efforts to facilitate work- force development, access affordable commercial real estate, access investment financing, and access legal ser- vices. Further, Applicant remains dedicated to helping equity candidates thrive and will provide whatever support it can to help those affected by the War on Drugs achieve equal footing. Applicant will proudly contribute an additional 1% of its annual gross revenue to the Fresno Community Reinvestment Fund