HomeMy WebLinkAboutC-20-63 Tradecraft Farms RedactedApplicant (Entity) Information
Application Type
Proposed Location
Commercial Cannabis Business
Permit Application
C-20-63
Submitted On: Dec 04, 2020
Applicant
Paula Brunelle
paula@dubbros.com
Applicant (Entity) Name:
Tradecraft Farms Fresno - Chinatown, LLC
DBA:
Tradecraft Farms
Physical Address:
925-929 China Alley
City:
Fresno
State:
CA
Zip Code:
93706
Primary Contact Same as Above?
No
Primary Contact Name:
Paula Brunelle
Primary Contact Title:
Authorized Representative / Chief Compliance Officer
Primary Contact Address:
721 E. 5th Street
Primary Contact City:
Los Angeles
Primary Contact State:
CA
Primary Contact Zip Code:
90013
Primary Contact Phone:
Primary Contact Email:
paula@dubbros.com
HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR
ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?:
Yes
Select one or more of the following categories. For each
category, indicate whether you are applying for Adult-Use (“A”)
or/and Medicinal (“M”) or both
Both
Please make one selection for permit type. If making multiple
applications, please submit a new application for each permit
type and proposed location.
Permit Type
Retail (Storefront)
Business Formation Documentation:
Limited Liability Company
Property Owner Name:
DFP LTD LP
Proposed Location Address:
925-929 CHINA ALLEY
City:
FRESNO
State:
CA
Zip Code:Property Owner Phone:
Supporting Information
Application Certification
93706 213-599-5795
Property Owner Email:
km1@kansasmarine.com
Assessor's Parcel Number (APN):
467-071-13
Proposed Location Square Footage:
3198
List all fictitious business names the applicant is operating under including the address where each business is located:
dba = Tradecraft Farms; no other addresses where applicant-entity is currently operating.
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:
Tradecraft Farms - Illinois, LLC; Applications Denied by State of IL; Plan to Correct Application Deficiencies and resubmit once
State advises on process.
Tradecraft Farms - Missouri, LLC; Applications Denied by State of MO; Currently under Appeal.
Owner Information
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
Authorized Representative, Chief Compliance Officer
Please note: the issuance of a permit will be determined based
on the application you submit and any major changes to your
business or proposal (i.e. ownership, location, etc.) after your
application is submitted may result in a denial.
All applications submitted are considered public documents for
Public Records Act request purposes.
For details about the information required as part of the
application process, see the Application Procedures &
Guidelines, City of Fresno Municipal Code Article 33 and any
additional requirements to complete the application process. All
documents can be found online via this link.
For questions please contact the City Manager’s Office at
559.621.5555.
Owner Name:
Barry Gene Walker
Owner Title:
Chief Executive Officer
Owner Address:
721 E. 5th Street
Owner City:
Los Angeles
Owner State:
CA
Owner Zip:
90013
Has Owner Completed Background Check Application?
Yes
Ownership Percentage (%):
50
Owner Name:
GEOFFREY YETERIAN
Owner Title:
CHIEF FINANCIAL OFFICER
Owner Address:
721 E. 5TH STREET
Owner City:
LOS ANGELES
Owner State:
CA
Owner Zip:
90013
Business Name: Tradecraft Farms
Application #: C-20-63
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 -
Bachelor's Degree Reported: Score 6 6 6
Master's Degree or Higher Reported: Score 8 8 -
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 26
Construction Cost Estimate:
Construction Cost Estimate Provided: Score 8 8 6 4 4 Very basic, just lists costs. Needs detail
Construction Contingency Factor Included: Score 6 6 0 Not included
All Labor, Trades, Materials, Supplies and Permits and other Cost Factors Identified: Score 6 6 4 2 2
Very basic, says that the lump sum includes permits,
etc. but no detail or breakdowns
Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 0 Not included
Operation and Maintenance Cost Estimates:
Operation and Maintenance Cost Estimate Provided: Score 8 8 6 4 6
Has some breakdown but needs more detailed cost
info
All Labor, Trades, Materials, Supplies, Utilities, and other Cost Factors Identified: Score 6 6 4 2 4 Needs more detail
Annual Cost Escalators for Operating Costs Provided: Score 6 6 4 2 0 Not included
Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 0 Not included
1.2 Sub-Total:50 16
Proof of Capitalization Specific to one or more Owners: Score 5 5 0 Not specific
Proof of Capitalization Specific to Business Name/Address: Score 5 5 5
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:
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
Score one of the following for a maximum 20 points:
Capital source is 100% liquid (cash in owners bank, no debt obligation)20 20 -
Capital souce is debt obligation (letter of credit/loan from individual or institution) 10 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 30
Three Years of Data Provided: Score 10 10 8 6 8 Needs more detail
Total Gross Revenue Estimates Provided:3 3 3
Total Gross Revenue by Product Type (flower and manufactured) Identified:3 3 0 Not included
Total Personnel Costs Provided:
5 5 4 3 4
Has breakdown in salaries/jobs in previous section,
has payroll costs, taxes, & WC but no benefits listed
and no explanations
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 Very 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 0 Not included
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 37
Hours of Operation Provided: Score 5 5 5
Hours of Operation Provided for all 7 days of the week: Score 3 3 3
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 18
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 20
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:
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 Flowhub, 3 POS locations
iv. The estimated number of customers to be served per hour/day.20 20 15 10 15 Did not describe source of estimation
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 15
Did not describe quantity of product authorized to
be carried in vehicles.
1.6 Sub-Total:100 90
Section 1 Total:300 217
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 minimum
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 0
CCB Offers Vision Coverage to All Employees: Score 3 3 0
CCB Offers Health Reimbursement Account for Qualified Medical Expenses: Score 1 1 0
Employee Pays $0 for Employee Medical Premium: Score 3 3 0
Employee Pays $0 for Employee Dental Premium: Score 2 2 0
Employee Pays $0 for Employee Vision Premium: Score 2 2 0
Employee Pays less than $500 per month for Family Health Care Coverage (Medical, Dental, Vision):
Score 2 2 0
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 4
Retirement
Offers employee retirement plan 2 2 2
Offers company match for employee retirement plan 2 2 2
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)
Criteria Narrative:
Criteria Narrative:
2.2 Sub-Total:50 23
CCB Provides Tuition Reimbursement for Certificates: Score 3 3 3
commits to reasonable accomdation and assistance
but not specific
CCB Provides Tuition Reimbursement for associate degrees: Score 3 3 3 "
CCB Provides Tuition Reimbursement for bachelor's degrees: Score 3 3 3 "
CCB Provides Tuition Reimbursement for master's degrees: Score 3 3 3 "
CCB Provides Tuition Reimbursement for Specialized Commercial Cannabis Business Operations
Training: Score 3 3 3 "
CCB Offers General Training for Health and Safety, Workplace Environment, Customer Service, etc. 5 5 4 3 5 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 10
Recruitment Plan Includes Demographic Data for District, City or County: Score 10 10 8 6 0
Recruitment Plan Includes List of CBOs, Non-Profits and Public-Agency Hiring Partners: Score 10 10 8 6 10
Recruitment Plan Includes Hiring Targets (percentages) by Demographic Groups: Score 10 10 8 6 6 Includes FMC targets but does not set additional
2.4 Sub-Total:50 36
Owners
Number of Owners:5
Number of Owners that live within the City of Fresno:1
Number of Owners that live in the County of Fresno:0
Number of Owners that Own a Business in the City of Fresno:0
51%+ ownership interest percent of the Owners live or own a business in the City: Score 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 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 0 unspecified
75 to 99 percent of the Managers live or own a business in the City: Score 15 15 0
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)
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.
Criteria Narrative:
Criteria Narrative:
Criteria Narrative:
Data, non-scored. Write response in Evaluation Notes
column.
50 to 74 percent of the Managers live or own a business in the City: Score 10 10 0
Less than 50 percent of the Managers live or own a business in the City: Score 5 5 0
2.5 Sub-Total:80 20
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 50% committment
Commitment to Offer Apprenticeships Provided:10 10 8 6 0 not mentioned
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 40
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 yes
Other Technical Assistance: Score yes - financial resources
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
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:
Criteria Narrative:
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)
Section 2 Total:400 289
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 10
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 35
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 0 Info not provided
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 0
CCB has identified sensitive receptors to nuisance odors in vicinity of business operations: Score 5 5 5
CCB has prepared a nuisance odor control plan: Score 10 10 8 6 10
Nuisance odor control plan identifies locations where fugitive emissions may exit the premise boundary:
Score 5 5 0 Info not provided
Nuisance odor control plan describes specific odor control measures to reduce fugitive emissions exiting
the premise boundary: Score 5 5 5
CCB has established an odor reporting system: Score 5 5 5
CCB will install a nuisance odor monitoring system: Score 10 10 0 Info not provided
3.3 Sub-Total:40 25
3.3 Describe odor mitigation practices.(40 points possible)
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)
CCB has identified the potential sources of nuisance odors for the business operation: Score 10 10 8 6 6 Needs more detail
Scoring Guidance: full points for detailed proactive plan. Dock points for vagueness or reactive plans.
3.4 Sub-Total:10 6
Nuisance odor control plan describes specific odor control equipment: Score 10 10 8 6 8 Needs more detail
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 28
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 0 Needs more specificity
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 8 Needs more detail
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 0 Info not provided
3.7 Sub-Total:50 28
Section 3 Total:300 142
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
3.4 Identify potential sources of odor. (10 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 The Safety Plan shall be prepared and/or assessed by a professional fire prevention and suppression consultant. (50 points possible)
Criteria Narrative:
3.7 Describe the waste management plan. (50 points possible)
4.1 Sub-Total:50 50
Written Accident/Incident Procedure Provided: Score 20 20 15 10 10 listed who to call
Procedures Address Multiple Accident/Incident Scenarios: Score 10 10 8 6 10
Total Number of Scenarios Described: Score 8
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 0 just mentioned no location
Type of Fire Suppression System Elements Identified: Score 20 20 15 10 10 mentioned fire alarm, no specifice
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 30
Written Procedure for Fire Emergencies Provided: Score 20 20 15 10 0 none provided
Written Procedure for Medical Emergencies Provided: Score 20 20 15 10 0 none
Cardiac Arrest Medical Emergency Described: Score 20 20 15 10 0 not mentioned
Gunshot Wound Medical Emergency Described: Score 20 20 15 10 0 not mentioned
Other Medical Emergency Conditions Described: Score 20 20 15 10 0 not mentioned
4.5 Sub-Total:100 0
Section 4 Total:300 150
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 10
Security Plan includes Building Layout Plan: Score 10 10 10
Data-write response in Evaluation Notes Column
Criteria Narrative:
Criteria Narrative:
Criteria Narrative:
4.4 Location of fire extinguishers and other fire suppression equipment. (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)
4.3 Describe evacuation routes. (50 points possible)
4.2 Describe accident and incident reporting procedures. (50 points possible)
Criteria Narrative:
5.1 Sub-Total:50 50
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 No mention of dual custody
Video Surveillance Used to Monitor All Cash Handling: Score 20 20 0 No mention
Armored Car Service Used for Bank Deposits: Score 10 10 10
All Cash Deposited weekly with Bank: Score 10 10 10
Onsite Vault Provided to Secure Cash Prior to Bank Deposit: Score 20 20 20
5.4 Sub-Total:100 60
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.
Criteria Narrative:
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)
5.3 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:
5.2.3 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.
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 10
Onsite security guards will be on duty after CCB closes for business: Score 10 10 10
5.5 Sub-Total:50 40
Section 5 Total:300 250
Section 1: Business Plan Total Points:300 217
Section 2: Social Policy & Local Enterprise Total Points:400 289
Section 3: Neighborhood Compatibility Total Points:300 142
Section 4: Safety Plan Total Points:300 150
Section 5: Security Plan Total Points:300 250
Total Points Achieved:1600 1048
65.50%
TOTAL SCORE
5.5.1 Number of guards.
5.5.2 Hours guards will be on-site.
Criteria Narrative:
5.5.3 Locations at which they will be positioned.
5.5.4 Guards' roles and responsibilities.
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
TABLE OF CONTENTS
INTRODUCTION .......................................................................................................................... 3
1.1. Owner Qualifications and Resumes ..................................................................................... 5
1.2. Budgets .............................................................................................................................. 19
i.Construction Budget ...................................................................................................... 19
ii.Operations Budget ......................................................................................................... 19
iii.Maintenance Budget ...................................................................................................... 19
iv.Compensation of Employees ......................................................................................... 19
v.Equipment Costs ............................................................................................................ 20
vi.Utility Costs ................................................................................................................... 21
vii.Other Operating Costs.................................................................................................... 21
1.3. Proof of Capitalization ....................................................................................................... 21
1.4. Pro Forma Financial Statements ........................................................................................ 21
1.5. Hours of Operation and Opening and Closing Procedures ................................................ 28
i.Hours of Operation ........................................................................................................ 28
ii.Opening Procedures ....................................................................................................... 28
iii.Closing Procedures ........................................................................................................ 29
1.6. Daily Operations ................................................................................................................ 30
i.Emergency Contact ........................................................................................................ 30
ii.Signage and Notices ....................................................................................................... 30
iii.Maintenance of Premises ............................................................................................... 31
iv.Records and Recordkeeping .......................................................................................... 31
1.6.1. Daily Operations for Retail Permit ................................................................................. 32
i.Customer Check-In Procedures ..................................................................................... 32
ii.Location and Procedures for Receiving Shipments During Business Hours ................. 34
iii.Point of Sale System ...................................................................................................... 36
iv.Estimated Number of Customers to Be Served Per Hour and Day ............................... 37
v.Proposed Product Line ................................................................................................... 37
vi.Delivery Service Procedures .......................................................................................... 38
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
INTRODUCTION
Tradecraft Farms Fresno – Chinatown LLC dba Tradecraft Farms (the “Company”), is a
partnership between seasoned cannabis industry professionals with a wealth of collective
experience operating licensed cannabis operations across the supply chain. It is the Company’s
mission—upon being awarded a commercial cannabis business license by the City of Fresno—to
distinguish itself as a purveyor of premium cannabis products and to become known for providing
an unparalleled customer experience.
At a high level, the Company will operate a storefront cannabis retail business at 925-929
China Alley in Fresno, California, in compliance with the City of Fresno’s1 requirements and
California state laws and regulations.2 We will sell cannabis products sourced from distributors
licensed by the California Bureau of Cannabis Control (“BCC”) that have passed regulatory
compliance testing and quality-assurance inspection pursuant to Section 26110 of the California
Business and Professions Code (“BPC”), and operate the business in full compliance with all State
and local laws.3 The Company will serve adult-use customers over the age of 21 and qualified
patients and primary caregivers over the age of 18 (with valid physician’s recommendations for
medical cannabis) in-store and via delivery of customer orders prepared and dispatched from our
licensed premises.4
The Company has built a management team composed of seasoned cannabis industry
veterans who are extremely knowledgeable about cannabis retail business operations and are
committed to bringing a successful and compliant retail cannabis business to the City of Fresno.
Through their experience building and operating licensed cannabis businesses in multiple cities
and states, the Tradecraft Farms team has learned that compliance lays at the crux of commercial
success; one goal cannot be achieved without achieving the other. As such, the Company has
developed this Business Plan to ensure consistent compliance with applicable state and local
regulations outlined in the BPC and the Fresno Municipal Code. This Business Plan serves as a
guidebook to the Company’s intended internal processes and will inform Company best practices.
1 Fresno Municipal Code (“FMC”).
2 References herein to California Code of Regulations, Title 16, Division 42 “Bureau of Cannabis Control” (“BCC”)
§ 5000, et seq.
3 FMC § 9-3309(f).
4 FMC § 9-3309(i).
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
Tradecraft Farms Fresno - Chinatown, LLC Organizational Chart
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
1.1. Owner Qualifications and Resumes
The below resumes and documentation, replete with numerous special business and
professional qualifications and extensive cannabis business experience, unequivocally
demonstrate that the Company is highly qualified to operate an all-inclusive, compliant, and
elevated cannabis retail business in the City of Fresno.
The owners and operators of Tradecraft Farms also own and operate over twenty affiliated
cannabis licenses. The Executive Team participates in some capacity in the affiliated licenses that
create a vertically integrated system. A complete list of licenses owned and operated by Tradecraft
Farms owners and operators is included as Exhibit A for reference.
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
1.2. Budgets
Pro Forma - Year 1 - 2021
Pro Forma - Year 2 - 2022
Pro Forma - Year 3 - 2023
Pro Forma - Year 4 - 2024
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
1.5. Hours of Operation and Opening and Closing Procedures
i.Hours of Operation
The Company will be open to retail customers between 10:00 a.m. and 10:00 p.m., Monday
through Sunday (seven days per week)10, pursuant to the following daily schedule:
●Morning-shift personnel open the cannabis retail business for preparatory (non-public)
operations at 8:00 a.m.
●Morning-shift personnel open the cannabis retail business for public operations at 10:00
a.m.
●From 10:00 a.m. to 10:00 p.m., the cannabis retail business is open to the public and
customers may engage in the retail purchase of finished cannabis and cannabis products.
●During hours of operation, all restroom facilities will remain locked and under the control
of managers on site.11 Customers will be granted access to restrooms and escorted by a
member of management.
●Evening-shift personnel close the cannabis retail business for public operations at 10:00
p.m. All customers must be off the licensed premises by 10:00 p.m.
ii.Opening Procedures
●The manager scheduled for the opening (morning) shift and security personnel disarm the
alarm system and open the cannabis retail business for preparatory operations at 8:00 a.m.
●From 8:00 a.m. to 10:00 a.m., morning-shift personnel stage finished cannabis and
cannabis products for display and ultimate retail sale to customers. The quantity of
cannabis and cannabis products held on the sales floor will never exceed the amount
sufficient to satisfy daily demand for a single day.12
●Employees working the morning shift turn all computers and Point-of-Sale (“POS”)
terminals and verify POS system functionality.
●The manager onsite for the morning shift verifies that the amount of cash on-site reconciles
with closing cash balance from the previous business day.
●Staff ensure that all areas of the premises are clean and ready to accept customers, including
the Lobby, Sales Floor, and Restroom. This includes sanitizing all surfaces and stocking
the restroom with adequate soap and paper goods.
●Opening Staff check the store’s dedicated email inbox, voicemail, and website to ensure
that all pending customer orders from the previous day were fulfilled. Any outstanding
10 FMC § 9-3310(a)(1); BCC § 5403.
11 FMC § 9-3310(a)(6).
12 FMC § 9-3310(a)(5).
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
orders left unfulfilled from the previous day due to time constraints or receipt outside of
ordinary business hours will be prepared and processed in accordance with company
protocols. Staff will contact customers to notify them that their orders are available for
pickup once the store opens for business (after 10:00 a.m.).
●Morning-shift employees open the cannabis retail business for public operations at 10:00
a.m.
iii.Closing Procedures
Employees working the evening shift are responsible for the following closing procedures:
●Close the cannabis retail business for public operations at 10:00 p.m. All customers must
be off the premises prior to 10:00 p.m.
●Return unsold cannabis and cannabis products from the sales floor back to the secure
cannabis storage area for overnight storage.
●Clean the lobby and restroom, empty all trash receptacles, and sanitize all surfaces. Closing
staff must update the cleaning log according to denote completion of daily cleaning
procedures.
●Empty all cash drawers and secure all available cash in the secure safe(s) onsite.
●The manager onsite at closing is responsible for closing out the POS system and reconciling
all sales and inventory figures in the company’s POS system with the data represented in
METRC to ensure the reported data within both systems aligns.
●Power down all computers and POS terminals.
●Check cameras before locking and leaving the store to ensure no suspicious persons or
vehicles are loitering in the parking lot or surrounding areas.
●Once all systems and cash-on-hand has been reconciled, and all cash and inventory have
been secured in their dedicated secure storage vaults for overnight storage, any remaining
employees and security personnel onsite activate on the alarm, and exit the premises
together.
Only the authorized security patrol guard working the overnight shift will remain onsite
after the completion of daily closing procedures.13 Any time the cannabis retail business is not
open for operations the Company will ensure the following:
●The cannabis retail business will be securely locked with commercial-grade, non-
residential door locks.14
13 FMC § 9-3310(b)(1)(xii).
14 FMC § 9-3310(b)(1)(xiv); BCC § 5403.1.
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
●The cannabis retail business’s alarm system will be active, and an overnight security
monitoring service and on-site security patrol guard will monitor the premises to ensure no
one attempts to get close to or enter the cannabis retail business.15
●All cannabis products will be stored in a locked safe or vault.16
●Only authorized employees and contractors of the Company will be allowed to access the
cannabis retail business for valid business reasons outside of ordinary business hours upon
receipt of approval from management.17
1.6. Daily Operations
The Company will manage its daily operations in full compliance with Fresno and the State
of California’s Operating Requirements.18 Cannabis will not be consumed by any person on the
business premises.19 The sale, dispensing, or consumption of alcoholic beverages or tobacco
products will not be allowed by any person on the premises.20 The Company will sell adult-use
cannabis and cannabis products to individuals over the age of 21 and medicinal cannabis and
cannabis products to individuals over the age of 18 with a valid physician’s recommendation. No
physician will be on the premises at any time for the purpose of evaluating patients for the issuance
of a medical cannabis recommendation.21
i.Emergency Contact
The Company will provide the City Manager with the name and contact information of an
on-site employee or owner to whom emergency notice can be provided at any hour of the day.22
ii.Signage and Notices
All business identification signage will conform to the requirements of the FMC including
application for a City sign permit.23 Exterior signage will be limited to that needed for
identification only and will not contain any logos or information that identify the services or
products offered at the business, nor will it be directly illuminated. Signs on the proposed building
will not obstruct any entrance or exit to the building or any windows.
Each entrance to the building will bear a clear and legible notice indicating that smoking,
ingesting, or otherwise consuming cannabis or cannabis products on the premises or adjacent areas
15 FMC § 9-3310(b)(1)(iii); BCC § 5403.1.
16 FMC § 9-3310(b)(1)(vii).
17 FMC § 9-3310(b)(1)(xii).
18 FMC § 9-3310.
19 FMC § 9-3309(a).
20 FMC § 9-3309(b-c).
21 FMC § 9-3310(a)(2); BCC § 5404.
22 FMC § 9-3309(g).
23 FMC § 9-3309(h), § 15-2603.
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
is prohibited.24 The building entrances will also bear clear and legible notices that no person under
the age of 21, or under the age of 18 with a medical recommendation, is permitted to enter the
premises.25 Finally, the Company will post the original copies of the commercial cannabis business
permit and the business license issued by the City inside the business in a location readily visible
to the public.26
iii.Maintenance of Premises
The Company will maintain the premises and its infrastructure so that it is visually
attractive and not dangerous to the health, safety and general welfare of employees, customers,
surrounding properties, and the general public. Litter will be removed daily from the premises,
including adjacent public sidewalks and the parking lot. These areas will also be swept and cleaned
on at least a weekly basis.27
iv.Records and Recordkeeping
The Company will maintain accurate books and records in an electronic format, detailing
all of the revenues and expenses of the business, and all of its assets and liabilities. At least
annually, the Company will file a sworn statement detailing the number of sales, gross sales, and
taxes paid or due to be paid during the previous twelve-month period on a per-month basis.
Annually, the Company will arrange for a financial audit of its operations by an independent
Certified Public Accountant and submit it to the City. We will also submit to any regulatory
compliance reviews or financial audits as requested by the City Manager.28
The Company will maintain up-to-date records of the names and contact information of
anyone owning or holding an interest in the business, as well as a register of all officers, managers,
employees, agents, and/or volunteers currently employed by the business. Upon request, we will
provide access to these records to the City Manager.29
As detailed below, the Company will use Flowhub as its inventory control and reporting
system to accurately document the present location, amounts, and descriptions of all cannabis and
cannabis products until purchase.30
Subject to any restrictions under Health Insurance Portability and Accountability Act
(“HIPAA”) regulations, the Company will allow the City to have access to the business's books,
records, accounts, and any other data or documents relevant to its cannabis operations for the
24 FMC § 9-3309(h).
25 FMC § 9-3309(i)(2-3).
26 FMC § 9-3309(k).
27 FMC § 9-3309(n).
28 FMC § 9-3331(a).
29 FMC § 9-3331(b).
30 FMC § 9-3331(c).
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
purpose of conducting an audit or examination within 24 hours of receipt of the City’s request,
unless otherwise stipulated by the City.31
1.6.1. Daily Operations for Retail Permit
i.Customer Check-In Procedures
Upon arrival onsite, customers, patients, qualified primary caregivers, and visitors will
immediately enter into the building via our secure lobby, where they will be greeted by a staff
member at the reception desk to have their identification (“ID”) verified. A receptionist will utilize
an electronic identification-card scanner to verify the individual’s age,32 confirm the validity of
their government issued identification, and check the customer in to Flowhub, the Company’s
Point-of-Sale (“POS”) system.
The following forms of ID will be accepted: (i) a document issued by a federal, state,
county, or municipal government, or a political subdivision or agency thereof, including, but not
limited to, a valid motor vehicle operator's license that contains the name, date of birth, height,
gender, and photo of the person; (ii) a valid identification card issued to a member of the Armed
Forces that includes the person’s name, date of birth, and photo; or (iii) a valid passport issued by
the United States or by a foreign government. Only adult-use customers over the age of 21 and
qualified medicinal cannabis patients over the age of 18 (with valid physician’s recommendations
for medicinal cannabis) will be granted access to the cannabis retail business.33
Reception staff will utilize Flowhub’s proprietary “Nug” mobile card scanning device for
seamless customer check-in and identity verification. The Nug mobile scanner offers the following
enhanced capabilities: (i) instant customer check-in upon scanning a customer’s ID; (ii) customer
age verification; (iii) built in fraud-detection (to ensure the validity and authenticity of IDs
presented), and (iv) it enables staff to easily upload customer documentation to their individual
Flowhub profile(s). For first-time customers, a unique customer profile is created within Flowhub
immediately upon scanning the individual’s ID with the Nug mobile card scanner.
In addition to identity and age verification, reception staff will also verify the validity of
physician’s recommendations and state-issued medical cannabis ID cards presented by patients
prior to allowing patients to access the retail sales floor. Documentation supplied by medicinal
cannabis patients must adhere to the following standards: (i) only original physician’s
recommendations; (ii) retail staff must be able to verify the recommendation directly with the
issuing physician or with a reputable online service; and (iii) the recommendation must be issued
by a physician currently licensed by the state of California. Once the validity of a patient’s
recommendation and the issuing physician’s license is confirmed, a copy of the patient’s
documentation will be added to the patient’s unique customer profile in Flowhub and stored in
company files for a minimum of seven years.
31 FMC § 9-3331(d).
32 FMC § 9-3310(a)(3).
33 FMC § 9-3309(i)(1); BCC § 5404.
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
If the card-scanner clears the ID, but the receptionist still suspects that the ID is fraudulent,
the receptionist will double-check the validity of the ID with onsite security personnel and conduct
an online search for the customer’s name (via Google, Facebook, Instagram, Twitter, or another
platform.) to see if the search shows any indication that the customer is underage. If an employee
is still suspicious of an ID, they will use the F-L-A-G system for further verification: Feel, Look,
Ask, Give back.
If a customer ID is found to be fraudulent, the General Manager on duty will:
●Confiscate the fraudulent ID.
●Keep a copy of the ID and ID receipt for The Company’s records.
●Complete an incident report with notes about the situation (who, what, when, where, and
why), attach a copy of the fraudulent ID to the incident report, and upload it into company
records.
●Within 24 hours, the Company will turn over the fraudulent ID and a copy of the
corresponding incident report to the Fresno Police Department.
Additionally, a note or “flag” associated with the name on the fraudulent ID will be input
into the POS system to automatically alert security and reception staff in case the purchaser or
cardholder attempts to return. Customers attempting to utilize fraudulent IDs to access our
cannabis retail business will be permanently banned from our store. However, Management has
the discretion to allow previously banned customers to visit our store once they are of legal age,
provided that they furnish the company with a letter of explanation deemed acceptable by upper
management.
If a customer ID is verified pursuant to the aforementioned company protocols and passes
the feel, look, and ask tests, the ID will be returned to the customer and they will wait in our lobby
area until they are granted access to the Retail Sales Area by a staff member.34 The entrance to the
Retail Sales Area (“retail area”, “retail floor”, or “sales floor”) will remain locked at all times. All
customers and visitors must be granted access electronically and “buzzed-in” to the retail floor to
ensure limited and controlled access from the lobby area to the retail floor.35
Under ordinary operating conditions, it is company policy to maintain a ratio of a maximum
of three (3) customers to each one (1) sales associate in the retail area. However, the Company will
adjust its occupancy policy as needed to protect the health and safety of its customers and
employees (in the event of a public health crisis, for example). In extenuating circumstances that
require the Company to limit occupancy in order to comply with guidance issued by county and
state public health authorities, the Company may conduct curbside ID verification, check-in, and
pick-up of pre-ordered customer orders, if allowed by the BCC and the City of Fresno.36
34 FMC § 9-3310(b)(1)(i).
35 FMC § 9-3310(a)(4).
36 BCC § 5038.
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
Once granted access to the retail floor, verified customers may (i) interact with employees,
(ii) observe securely displayed cannabis and cannabis products, and (iii) have limited and
supervised interaction (touching and smelling, where possible) with securely displayed cannabis
products. Interactions with products will only be conducted when safe to do so. Our knowledgeable
sales associates will be available to answer any customer questions and educate customers on our
various product offerings.
Once customers have browsed the products available and determined the items they’d like
to purchase (if applicable), they will be directed to the Cashier / Point-of-Sale stations to purchase
and take possession of their processed orders of cannabis products. (Customers arriving onsite who
have pre-ordered cannabis goods will be verified, granted access to the retail floor, and
automatically routed to one of the Cashier / Point-of-Sale stations to pick up their prepared orders.)
After completing their purchases, customers will be instructed to immediately exit the retail sales
area.
The Company will prohibit loitering by persons outside the facility both on the premises
and within 50 feet of the premises.37
ii.Location and Procedures for Receiving Shipments During Business Hours38
The Company will prearrange the receipt and transportation of cannabis and cannabis
products, and pre-authorized distribution transportation personnel will pre-schedule a time to
arrive at the cannabis retail business. Prior to receiving or transporting cannabis and cannabis
products, the Company will request a complete electronic shipping manifest, which will contain
the following information to provide a clear chain of custody for the items being transported: (i)
The Company’s name and license number; (ii) the distributor’s name and license number; (iii) the
names of authorized transportation vehicle drivers; (iv) a list of all cannabis goods being
transported, including a description of the quantity transported; (v) the METRC UIDs of the
cannabis products; (vi) the time and location of departure; (vii) the time and location of expected
arrival; (viii) the make, model, and license plate number of the transportation vehicle; and (ix) any
other information required by the State of California or the City of Fresno.39
Upon arrival at the cannabis retail business, distribution / transportation personnel will
check-in with a security guard, and the security guard will inform the onsite manager. The onsite
manager will then allow the transportation personnel to enter the cannabis retail business and will
provide the licensed distributor’s personnel a visitor badge and have them sign into a visitor log.
The Company will keep the visitor log up-to-date and maintained for a period of at least seven (7)
years.
37 FMC §§ 9-3309(l), 9-3310(b)(1)(v).
38 FMC § 9-3310(b)(3); BCC § 5049.
39 BCC § 5049.
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
Once signed in, security personnel will route authorized distribution personnel to the secure
limited-access loading and unloading entrance, where our employees will help securely offload
cannabis products from the distribution vehicle. The Company’s employees will then transfer the
cannabis products to the secure Inventory Intake / Quality Control area for review. The onsite
manager will then review the METRC shipping manifest and make sure it is accurate and has all
the required information per Section 5314 of the BCC regulations. Our onsite manager will also
review the official Certificate(s) of Analysis (COA) associated with the goods in question and
verify the license number of the laboratory that performed the regulatory compliance testing.
Authorized Inventory QC personnel will review the COAs accompanying all incoming shipments
to confirm that the laboratory test results match the information on the cannabis product packaging.
Once the regulatory compliance testing results are confirmed to be authentic and matching,
our onsite manager, along with designated Quality Control personnel, will review the cannabis
products to confirm that the cannabis products meet the packaging and labeling requirements
outlined by the Department of Public Health.40 Once packaging and labeling has passed screening,
our onsite manager will work with cannabis retail business staff to spot check all of the cannabis
products to ensure that no products arrive damaged. If a cannabis product appears to be damaged,
the Company will request the shipping manifest to be updated both in writing and in METRC.
After all cannabis products have been spot checked, our onsite manager will ensure that all
information matches what is shown in the transfers section of METRC and that the Unique
Identifier (“UID”) in the online system matches the physical METRC tags that were provided to
the Company.
After verifying that (a) the cannabis products have (i) passed the quality assurance and
inspection procedures contained in Section 26110 of the CA BPC, (ii) been issued a certificate of
analysis pursuant to Section 26110 of the CA BPC, and (iii) all applicable METRC tags, and (b)
that the shipping manifest that has all the information required pursuant to Section 5049 of the
BCC Regulations, our employees will verify that the manifest also matches the cannabis products
indicated online in METRC so that the Company can accept the transfer of cannabis products
within METRC and assign the METRC tags issued to us under our license. The Company will
remit payment to the distributor for excise taxes and any money owed before physically moving
the cannabis products from the Inventory Intake / Quality Control Area to the Secure Cannabis
Storage Area.
The Company will only accept incoming shipments of cannabis goods and add them to our
inventory after they have passed the aforementioned Quality Control screening process. After
accepting a shipment of cannabis products, adding METRC tags and inputting the goods into our
inventory records in Flowhub, employees will transfer the accepted cannabis products to the secure
cannabis storage area. After the accepted cannabis products are secure in the designated cannabis
storage area, the onsite manager, along with assistant managers, will transfer the cannabis
products’ information from METRC into the Company’s POS and track and trace system,
40 California Code of Regulations, Title 17, Division 1, Subchapter 5, of the Manufactured Cannabis Safety
Regulations, “Labeling and Packaging Requirements”.
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
Flowhub, and add all necessary information as previously stated along with any additional
information required by the City and State.
Upon receipt of a shipment of cannabis products, the Company will create a record
verifying receipt of the shipment and the details of the shipment. After accepting cannabis products
from a licensed distributor, the Company will enter the following information into our internal
point-of-sale tracking system: (i) The name and license number of the State licensed distributor
providing the cannabis products; (ii) the name and employee number of the person entering the
cannabis products into the Company’s internal point-of-sale tracking system; (iii) the best-by, sell-
by, or expiration date of the cannabis products; (iv) the date of receipt of the cannabis products;
(v) the METRC UID; (vi) the quantity, product name, and individual price, and applicable tax
amounts; (vii) laboratory-test results; and (viii) any other information required elsewhere by the
City or State.41 All records collected by the Company related to the receipt and acceptance of
cannabis products will be maintained for a minimum of seven (7) years and will be made available
by the Company to the officers, employees, or agents of the State or the City upon request.42
iii.Point of Sale System
As detailed above, the company uses Flowhub as its POS and Track and Trace Systems.43
There will be three Point of Sale locations in operation at the retail cannabis business.
Flowhub will provide tracking and reporting regarding all aspects of the cannabis business,
including, but not limited to, cannabis tracking, inventory data, gross sales (by weight and by sale),
and any other information deemed necessary by the City. The information will be compatible with
the City’s recordkeeping systems and will have the capability to produce historical transaction data
for review. The Company will obtain approval and authorization from the City Manager or its
designee(s) prior to implementing Flowhub as its inventory management platform.44
The Company will provide the City with a unique user login to our Flowhub account to
facilitate access to our inventory data in real-time. Further, the Company will be able to provide
historical data using Flowhub’s reports functions that can access all sales, which can be either
printed or provided via .CSV or PDF file depending on the City’s preference.45 The City can
readily track the Company’s cannabis inventory via Flowhub by the following categories: (i)
Licensed distributor name, (ii) product type (flower, concentrate, edibles, tinctures, etc.), (iii)
price, (iv) area where cannabis product is located in the dispensary (retail floor, vault, delivery
vehicle), (v) date of entry into system, or (vi) product name, weight, and count.46 The Company
will keep and maintain all inventory and sales data on file for at least seven (7) years.47
41 BCC § 5049.
42 BCC § 5037; FMC § 9-3331.
43 FMC § 9-3310(b)(1)(xvi).
44 FMC § 9-3309(e).
45 FMC § 9-3331(a).
46 FMC § 9-3331(c).
47 BCC § 5037; FMC § 9-3331.
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Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
Additionally, the Flowhub POS system automatically tracks customer sales, and has built-
in protections that disable sales associates from completing sales transactions that would bring a
customer’s aggregate daily purchases above the legal threshold48:
●Per BCC regulations, adult-use customers are allowed to purchase up to:
o 28.5 grams of non-concentrated cannabis per day;
o 8 grams of cannabis concentrate.
o 6 immature plants
●For medicinal cannabis patients and their authorized primary caregivers, the following
daily purchase limits apply:
o 8 ounces of cannabis flower or the equivalent as provided in Health and Safety
Code Section 11362.77;
o 12 immature cannabis plants.
iv.Estimated Number of Customers to Be Served Per Hour and Day
The Company anticipates that about 15 to 30 customers will be served per hour and 175 to
300 customers served per day on a typical business day. During particularly busy days such as the
unofficial cannabis holiday, April 20th (4/20), our cannabis retail business could serve up to 50
patients per hour and up to 500 customers per day.
v.Proposed Product Line
A critical component of the Company’s business model is its “Menu” and carrying and
highlighting specific cannabis brands and products that the Company believes will be particularly
well-suited for the Fresno market. With that point in mind, the Company recognizes that Fresno
customers deserve the highest level of quality and options when it comes to products and brands,
and emphasizes those products and brands with a higher mission and purpose such as “boutique”,
“small batch”, “economically inclusive”, “natural”, “organic”, and “green”. To meet diverse
customer needs, the Company expects to offer a wide variety of cannabis and cannabis products
including: cannabis flower, cannabis pre-rolls, infused pre-rolls, vape cartridges, concentrates,
edibles, tinctures, topicals, and capsules. The Company will advertise products for sale pursuant
to all applicable marketing regulations.
The expected volume of sales of flower versus manufactured products is about a 50-50
ratio based on the Company’s Owners’ previous experience operating cannabis retail businesses.
The total estimated retail value of cannabis and cannabis products sold by the Company at ramp
up will be approximately $17,124 per day and $513,687 per month, increasing over time. For
reference and the opportunity to do more nuanced estimates, please see the Company’s three-year
pro forma in section 1.4.
48 BCC § 5049.
38
Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
The volume of inventory held within the retail sales area will be based on management’s
reasonable assessment of the volume of inventory that management expects the store to sell in a
given day. This assessment will be based on various factors, such as historical sales figures, the
anticipated number of customers per day, and management’s expertise. Under no circumstances
will the retail floor contain more inventory than is necessary to meet daily demand.
vi.Delivery Service Procedures
Upon approval by the City of Fresno, we will offer customer delivery to pre-verified
customers. Customers will be able to place orders over the phone or online via Weedmaps or our
website. Online ordering on our website will be powered by the I Heart Jane platform, which
automatically integrates with Flowhub, and will update the cannabis retail business’s available
inventory on the website in real time, matching the actual available inventory on site. The
Company will utilize the 3rd party software system OnFleet, which also integrates with I Heart
Jane and Flowhub technology, for delivery route optimization, order fulfillment, and vehicle
tracking (GPS).
Delivery personnel will be employees of the Company, and all delivery personnel will
undergo mandatory training in the usage of Flowhub and OnFleet to process and fulfill delivery
orders. Delivery personnel will also undergo training regarding specific regulatory requirements
applicable to delivery operations. We anticipate that initially the volume of delivery will be fairly
low, and so anticipate utilizing one delivery vehicle. Additionally, the Company will provide the
Chief of Police or their designees with a list of the individual drivers and vehicles authorized to
conduct delivery, along with a copy of each driver’s valid State-issued driver's license.
During deliveries, the Company’s drivers will carry the following items in the secured
vehicle at all times: (i) A copy of the Company’s permits, licenses, and approvals; (ii) the driver’s
California Driver’s License; and (iii) the driver’s laminated identification badge issued by the
Company. Delivery drivers will also maintain a copy of the delivery request, which will comply
with State and City law regarding the protection of confidential medical information (in the case
of orders placed by qualified medical patients or primary caregivers).49
The Company will only deliver cannabis and cannabis products to a physical address in the
State of California, but will not deliver cannabis products to a physical address located on publicly
owned land or any address on land or in a building leased by a public agency. Each dedicated
delivery vehicle will be (i) insured at or above the minimum policy limits prescribed by the City
and State; (ii) equipped with a secure lockable compartment for storing orders of cannabis goods
that is separate from the body of the vehicle, and (iii) temperature controlled for the optimal storage
of cannabis products during delivery. Furthermore, our delivery vehicle will not contain any
exterior advertising, logos, or images that suggest or indicate that the vehicle is transporting
cannabis or affiliated with cannabis operations.50
49 BCC § 5417.
50 FMC § 9-3310(a)(7); BCC § 5417.
39
Tradecraft Farms Fresno – Chinatown, LLC Business Operations Plan
The Company will equip its delivery vehicles with an active vehicle alarm system and all
doors and windows will be locked when unoccupied.51 The Company’s delivery vehicle drivers
will ensure that cannabis and cannabis products are not visible to the public from the exterior of
the delivery vehicle.52 During delivery, cannabis products will be locked in a fully enclosed box,
container, or cage that is secured on the inside of the vehicle. However, no portion of the enclosed
box, container, or cage will comprise any part of the body of the vehicle or trailer.53
Customers will place delivery orders through Weedmaps or the Company’s website, which
will be supported by the I Heart Jane technology platform. Payment will be processed either online
at the time of ordering via debit/ACH, or the customer will have the option to pay in cash upon
delivery. Customer-submitted delivery orders are received at the Company’s premises by one of
the Managers or sales associates on duty, who are notified of new customer delivery orders via
dashboard notifications within the Company’s website. New orders will also automatically print
to an onsite printer within the cannabis retail business. These systems will be continuously
updating and refreshing, so employees will be alerted to new customer delivery orders in real time.
At least one Assistant Manager is responsible for monitoring online platforms for new customer
delivery orders, and delegating order assembly and fulfillment to appropriate members of retail
staff.
In processing delivery orders, we will request that customers provide us with an electronic
copy of their government issued ID, and in the case of qualified patients or primary caregivers, a
copy of their medical recommendation or primary caregiver registration card, prior to commencing
the process of receiving a delivery order. The Company will first verify the medical
recommendations and/or primary caregiver registration card directly with the issuing physician or
a reputable online service, and only accept medical recommendations from licensed California
physicians. When the delivery driver arrives, they will use a certified ID scanner to verify the ID
as well as verify that the customer matches the ID that was sent via email. At the time of delivery,
delivery drivers will ask patients and primary caregivers to present their documentation in person,
to verify that the patient documentation matches what was sent via email.
Once a delivery driver returns to the cannabis retail business, the driver will provide the
signed delivery request receipt to the cannabis retail business employee who prepared the order
and ensures that Flowhub was properly updated to denote completion of the sale and fulfillment
of the delivery. The cannabis retail business employee will then enter the payment received into
the cash register and scan the signed receipt, along with the final Flowhub receipt, and upload
digital copies into company records.
CONCLUSION
Tradecraft Farms looks forward to bringing our vision, team of seasoned professionals, and
safe and compliant operations to the City of Fresno. Most importantly, we look forward to growing
and prospering together with the City.
51 BCC § 5417(c).
52 FMC § 9-3309(d).
53 BCC § 5417(b).
Exhibit A
1
PROOF OF PRIOR REGULATED CANNABIS OWNERSHIP AND EXPERIENCE:
Licenses Owned and Operated by Tradecraft Farms’ Owners and Operators
License Number License Type Agency Legal Business Name Location Status
C11-0000686-LIC Distributor BCC Dub Brothers Management, LLC 3480 E 14th ST, Los
Angeles, CA 90023
Active
C11-0000421-LIC Distributor BCC Dub Brothers Management, LLC 721 E 5th St, Los
Angeles, CA 90013
Active
C13-0000136-LIC Distributor-
Transport Only
BCC Dub Brothers Management, LLC 1711-1721 Griffith Ave,
Los Angeles, CA 90021
Active
CCL19-0001404 Small Indoor
Cultivation
CDFA Dub Brothers Management, LLC 4121 Alameda St, Los
Angeles, CA 90058
Active
CCL19-0000826 Small Indoor
Cultivation
CDFA Dub Brothers Management, LLC 717 Stanford Avenue,
Los Angeles, CA 90021
Active
CCL19-0000827 Small Indoor
Cultivation
CDFA Dub Brothers Management, LLC 3480 E 14th ST, Los
Angeles, CA 90023
Active
2
CCL19-0001110
Specialty Indoor
Cultivation
CDFA Dub Brothers Management, LLC 1711-1721 Griffith Ave,
Los Angeles, CA 90021
Active
CCL20-0000260 Specialty Indoor
Cultivation
CDFA Dub Brothers Management, LLC 2507 Main Street, Los
Angeles, CA 90007
Active
CCL20-0000257 Specialty Indoor
Cultivation
CDFA Dub Brothers Management, LLC 2515 Main Street, Los
Angeles, CA 90007
Active
CDPH-10003442 Type 6:
Manufacturing
CDPH Dub Brothers Management, LLC 721 E 5th St, Los
Angeles, CA 90013-
2110
Active
CDPH-10004002 Type 6:
Manufacturing
CDPH Dub Brothers Management, LLC 3480 E 14th ST, Los
Angeles, CA 90023
Active
C10-0000570-LIC MEDICAL
Retailer
BCC Manuel Migueles Collective
dba Tradecraft Farms
732 E VISTA WAY,
VISTA, CA, 92084
Active
BL-00041170 MEDICAL
Retailer with
Delivery
City of Vista, CA Manuel Migueles Collective
dba Tradecraft Farms
732 E VISTA WAY,
VISTA, CA, 92084
Active
C12-0000331-LIC Microbusiness
(with Retail)
BCC Tradecraft Farms - Port Hueneme,
LLC
dba Tradecraft Farms
2597 BOLKER DR
PORT HUENEME, CA
93041
Active
PHCU-842 Microbusiness
(with Retail)
City of Port
Hueneme, CA
Tradecraft Farms - Port Hueneme,
LLC
dba Tradecraft Farms
2597 BOLKER DR
PORT HUENEME, CA
93041
Active
Conditional Use
Permit
No. 18-05
Medical Cannabis
Cultivation and
Manufacturing
City of Lancaster,
CA
Tradecraft Ventures, LLC 43511 70TH STREET
EAST, LANCASTER,
CA, 93535
Active
3
LA-C-18-000240-APP Cultivation Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 4121 Alameda St, Los
Angeles, CA 90058
Active
LA-C-18-000242-APP Cultivation Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 717 Stanford Avenue,
Los Angeles, CA 90021
Active
LA-C-18-000238-APP Cultivation &
Distribution
Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 2507 Main Street, Los
Angeles, CA 90007
Active
LA-C-18-000239-APP Cultivation Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 2515 Main Street, Los
Angeles, CA 90007
Active
LA-C-18-000237-APP Cultivation &
Distribution
Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 1711-1721 Griffith Ave,
Los Angeles, CA 90021
Active
LA-C-18-000241-APP Distribution &
Manufacturing
Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 721 E 5th St, Los
Angeles, CA 90013
Active
LA-C-18-000243-APP Cultivation,
Distribution, and
Manufacturing
Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 3480 E 14th ST, Los
Angeles, CA 90023
Active
CCBL #2120 Retailer City Of El Monte Tradecraft Farms – El Monte, LLC
dba
Tradecraft Farms
11518 Garvey Ave
El Monte, CA 91732
Approved, in
Development
N/A* Retailer City of Fresno Tradecraft Farms Fresno – Fulton,
LLC
915 N. Fulton St. Fresno
CA 93728
*Application in
Process
N/A* Retailer City of Fresno Tradecraft Farms Fresno –
Chinatown, LLC
925 China Alley, Fresno
CA 93706
*Application in
Process
N/A* Retailer City of Fresno Tradecraft Farms Fresno –
Ventura LLC
3594 East Ventura Ave.,
Fresno, CA 93702
*Application in
Process
4
DAAA-41SI-ZOZZ Commercial
Dispensary
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
1046 E. 2nd, Edmond,
OK 73034
Active
DAAA-4JV6-UEY8 Commercial
Dispensary
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
777 Jenkins Ave,
Norman OK 73069
Active
DAAA-EJBN-XUTA Commercial
Dispensary
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
4327 NW 23rd, St.,
Oklahoma City, OK
73107
Active
GAAA-4YTC-2JIN Commercial
Grower
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
4327 NW 23rd, St.,
Oklahoma City, OK
73107
Approved
PAAA-EYHW-
NZDJ
Commercial
Processor
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
4327 NW 23rd, St.,
Oklahoma City, OK
73107
Approved
DAAA-EJWE-6EU6 Commercial
Dispensary
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
111 W. ELM AVE,
STILWATER, OK 74074
Active
DAAA-41ZQ-KRIT Commercial
Dispensary
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
2017 S. Harvard Dr.
Oklahoma City, OK 73128
Active
GAAA-V1HO-TSCA Commercial
Grower
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
2017 S. Harvard Dr.
Oklahoma City, OK 73128
Active
Exhibit B
CONFIDENTIAL
Non-Revolving Credit Facility Agreement Page 1 of 22
NON-REVOLVING CREDIT FACILITY AGREEMENT
This non-revolving credit facility agreement (“Agreement”) is effective as of December 1 , 2020
(the “Effective Date”), by and between Tradecraft Farms Fresno – Chinatown, LLC
(“Borrower”), and Dub Brothers Management, LLC, (“Lender”). Borrower and Lender may
individually be referred to as a “Party” or collectively as the “Parties”.
WHEREAS, Borrower is in the process of applying for a storefront commercial cannabis retail
business license in the City of Fresno, CA (the “License”);
WHEREAS, in order for Borrower to develop and operate a state licensed commercial cannabis
retail facility and comply with the City of Fresno’s Commercial Cannabis Business Application
Requirements, Borrower is in need of operating capital for its initial facility build-out and start-up
operational expenses of the business / License;
WHEREAS, Borrower has applied for a non-revolving credit facility from the Lender in the total
principal amount of up to
WHEREAS, Subject to the terms, provisions and conditions hereunder, Lender is willing to make
said non-revolving credit facility available to Borrower;
NOW, THEREFORE, in consideration of the promises herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and
the Lender hereby mutually covenant and agree as follows:
SECTION 1. DEFINITIONS
In addition to the terms defined elsewhere in this Agreement or in any Exhibit hereto, when used
in this Agreement, the following terms shall have the following meanings (such meanings shall be
equally applicable to the singular and plural forms of the terms used, as the context requires):
1.01 “Assignee” shall have the meaning ascribed thereto in Section 7.10(c).
1.02 “Borrower’s Obligations” shall mean any and all present and future indebtedness
(principal, interest, fees, collection costs and expenses, attorneys’ fees and other amounts),
liabilities and obligations (including, without limitation, indemnity obligations) of Borrower to the
Lender evidenced by or arising under or in respect of this Agreement, the Note and/or any of the
other Transaction Documents.
1.03 “Default” shall mean any event or condition the occurrence of which would, with the lapse
of time or the giving of notice or both, become an Event of Default.
1.04 “License” shall have the meaning set forth in the recitals.
1.05 “Domestic Business Day” shall mean any day except a Saturday, Sunday or legal holiday
observed by the Lender.
CONFIDENTIAL
Non-Revolving Credit Facility Agreement Page 2 of 22
1.06 “Event of Default” shall have the meaning ascribed thereto in Section 6.
1.07 “GAAP” shall mean, at any time, generally accepted accounting principles at such time in
the United States.
1.08 “Interest Rate” shall mean an interest rate that is five (5) percent per annum. For the sake
of clarity, any and all interest shall be deferred until the Non-Revolving Credit Repayment Date
as set forth herein.
1.09 “Loan” and “Loans” shall have the meanings ascribed thereto in Section 2.01(a).
1.10 “Material Adverse Effect” shall mean (a) a material adverse effect on the properties,
assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of
Borrower and its Subsidiaries taken as a whole; (b) material impairment of Borrower’s ability to
perform any of its obligations under this Agreement, the Note or any of the other Transaction
Documents; or (c) material impairment of the enforceability of the rights of, or benefits available
to, the Lender under this Agreement, the Note or any of the other Transaction Documents.
1.11 “Note” shall have the meaning ascribed thereto in Section 2.03(a).
1.12 “Notice of Borrowing” shall have the meaning ascribed thereto in Section 2.02.
1.13 “Participant” shall have the meaning ascribed thereto in Section 7.10(b).
1.14 “Person” shall mean any individual, sole proprietorship, partnership, joint venture, limited
liability company, trust, unincorporated organization, association, corporation, institution, entity
or government (whether national, federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department thereof).
1.15 “Premises” shall mean the certain real property located at 925-929 China Alley, Fresno,
CA 93706.
1.16 “Non-Revolving Credit Commitment” shall mean One Million Dollars ($1,000,000.00).
1.17 “Non-Revolving Credit Period” shall mean the period commencing on the Effective Date
and continuing until terminated as set forth in this Agreement.
1.18 “Non-Revolving Credit Repayment Date” shall mean a date that is 36 months following
any loan disbursement by Lender pursuant to this Agreement.
1.19 “Subsidiary” shall mean any corporation or other entity of which more than fifty percent
(50%) of the issued and outstanding capital stock or other equity interests entitled to vote for the
election of directors or persons performing similar functions (other than by reason of default in the
payment of dividends or other distributions) is at the time owned directly or indirectly by Borrower
or any Subsidiary.
CONFIDENTIAL
Non-Revolving Credit Facility Agreement Page 3 of 22
1.20 “Transaction Documents” shall mean this Agreement, the Note, and any and all other
agreements, documents, and instruments heretofore, now or hereafter delivered to the Lender with
respect to or in connection with or pursuant to this Agreement, any Loans made hereunder, or any
of the Borrower’s Obligations, and executed by or on behalf of Borrower, all as the same may
from time to time be amended, modified, extended, renewed or restated.
SECTION 2. THE LOANS
2.01 Non-Revolving Credit Commitment.
(a) Subject to the terms and conditions set forth in this Agreement, so long as no
Default or Event of Default has occurred and is continuing, during the Non-Revolving Credit
Period, the Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively,
the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. The aggregate
principal amount of Loans which the Lender shall be required to have outstanding under this
Agreement as of any date shall not exceed the Non-Revolving Credit Commitment. Within the
foregoing limits, Borrower may borrow under this Section 2.01(a) and prepay under Section 2.06.
The Borrower shall not be allowed to reborrow any amount which has been prepaid at any time
during the Non-Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the
last day of the Non-Revolving Credit Repayment Date, shall begin to accrue interest at the rate of
five percent (5%) per annum until paid.
2.02 Method of Borrowing.
(a) Borrower shall give at least two Domestic Business Days’ notice (a “Notice of
Borrowing”) to the Lender of each Loan to be made to Borrower, specifying (i) the date of such
Loan, which shall be a Domestic Business Day; and (ii) the aggregate principal amount of such
Loan. The Notice of Borrowing shall be in substantially the form of Annex A attached hereto and
incorporated herein by reference.
(b) A Notice of Borrowing shall not be revocable by Borrower.
(c) Not later than 5:00 p.m. local time on the date of each Loan, the Lender shall
(except as provided in subsection (d) of this Section) make available the amount of such Loan to
Borrower by crediting such funds to a demand deposit account of Borrower at the address specified
by Borrower.
(d) If the Lender makes a new Loan to Borrower under this Agreement on a day on
which Borrower is required to or has elected to repay all or any part of an outstanding Loan to
Borrower from the Lender, the Lender shall apply the proceeds of its new Loan to make such
repayment and only an amount equal to the difference (if any) between the amount being borrowed
and the amount being repaid shall be remitted by Borrower to the Lender as provided in Section
2.08.
(e) Borrower hereby irrevocably authorizes the Lender to rely on email instructions of
CONFIDENTIAL
Non-Revolving Credit Facility Agreement Page 4 of 22
any person that is authorized to act on behalf of Borrower pursuant to a resolution adopted by
Borrower’s Director and delivered to the Lender, with respect to any request to make a Loan or a
repayment hereunder, and on any signature which the Lender reasonably believes to be genuine,
and Borrower shall be bound thereby in the same manner as if such individual were actually
authorized or such signature were genuine. Borrower also hereby agrees to defend and indemnify
the Lender from and against any and all claims, demands, damages, liabilities, losses, costs and
expenses (including, without limitation, reasonable attorney’s fees and expenses) relating to or
arising out of or in connection with the acceptance of instructions for making Loans or repayments
under this Agreement.
2.03 Non-Revolving Credit Note.
(a) The Loans shall be evidenced by a non-revolving credit note of Borrower payable
to the order of the Lender in a principal amount equal to the amount of the Non-Revolving Credit
Commitment, which non-revolving credit note shall be in substantially the form of Annex B
attached hereto and incorporated herein by reference (with appropriate insertions) (as the same
may from time to time be amended, modified, extended, renewed, restated or replaced, the “Note”
or “Non-Revolving Credit Note”).
(b) The Lender shall record in its books and records the date, amount, type and maturity
of each Loan made by it to Borrower and the date and amount of each payment of principal made
by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay
each Loan made under this Agreement shall be absolute and unconditional subject to the terms of
this Agreement, notwithstanding any failure of the Lender to make any such recordation or any
mistake by the Lender in connection with any such recordation. The books and records of the
Lender showing the account between the Lender and Borrower shall be conclusive evidence of the
items set forth therein in the absence of manifest error.
2.04 Interest Rate. So long as no Event of Default under this Agreement has occurred and is
continuing, Interest on each loan shall be deferred until the Non-Revolving Credit Repayment Date
relative to each Loan. If an Event of Default occurs and remains uncured for 60 days (the “Default
Cure Date”), Interest shall accelerate and be become due and payable in full commencing on the
Default Cure Date. Each Loan shall bear interest on the outstanding principal amount thereof, for
each day from the date of each disbursement until the date such loan is paid in full at a rate per
annum equal to two percent (5%). Such interest shall be payable monthly in arrears on the last day
of each month commencing on the 36-month anniversary of each disbursement.
2.05 Intentionally Omitted
2.06 Prepayments. Borrower may, upon notice to the Lender specifying that it is paying the
Loans (the “Prepayment Notice”), pay without penalty or premium the Loans in whole or in part
from time to time, by paying the amount specified in the Prepayment Notice. The Prepayment
Notice shall be in substantially the form of Annex C attached hereto and incorporated herein by
reference.
2.07 General Provisions as to Payments. Borrower shall make each payment of principal on the
CONFIDENTIAL AND PROPRIETARY
CONFIDENTIAL
Non-Revolving Credit Facility Agreement Page 5 of 22
Loans by Borrower under this Agreement, not later than 5:00 p.m. local time on the date when due
and payable, without condition or deduction for any counterclaim, defense, recoupment or setoff,
to the Lender at its address referred to in Section 8.05. All payments received by the Lender after
5:00 p.m. local time shall be deemed to have been received by the Lender on the next succeeding
Domestic Business Day. Whenever any payment of principal of, or interest on, the Loans or of
fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof
shall be extended to the next succeeding Domestic Business Day. If the date for any payment of
principal is extended by operation of law or otherwise, interest thereon, at the then-applicable rate,
shall be payable for such extended time.
2.08 Intentionally Omitted.
2.09 Survival of Indemnities. All indemnities and all provisions relating to reimbursement to
the Lender of amounts sufficient to protect the yield to the Lender with respect to the Loans, shall
survive the payment of the Note and the other Borrower’s Obligations and the expiration or
termination of this Agreement. Notwithstanding the foregoing, if the Lender fails to notify
Borrower of any event which will entitle the Lender to compensation within sixty (60) days after
the Lender obtains knowledge of such event, then the Lender shall not be entitled to any
compensation from Borrower for any loss, expense, increased cost and/or reduction of return
arising from such event.
2.10 Taxes.
(a) Any and all payments by Borrower to or for the account of the Lender under any
Transaction Document shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding taxes imposed on or measured by the Lender’s net
income, and franchise taxes imposed on it, by the jurisdiction under the laws of which the Lender
is organized or any political subdivision thereof (all such non-excluded taxes, duties, levies,
imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”).
If Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable
under any Transaction Document to the Lender (i) the sum payable shall be increased as necessary
so that after making all required deductions (including deductions applicable to additional sums
payable under this Section 2.10(a)) the Lender receives an amount equal to the sum it would have
received had no such deduction of Taxes been made; (ii) Borrower shall make such deductions;
(iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law; and (iv) Borrower shall furnish to the Lender at its
address referred to in Section 8.05, the original or a certified copy of a receipt evidencing payment
thereof.
(b) In addition, Borrower agrees to pay any present or future stamp or documentary
taxes and any other excise or property taxes, or charges or similar levies which arise from any
payment made under any of the Transaction Documents or from the execution or delivery of, or
otherwise with respect to, any of the Transaction Documents (hereinafter referred to as “Other
Taxes”).
CONFIDENTIAL AND PROPRIETARY
CONFIDENTIAL
Non-Revolving Credit Facility Agreement Page 6 of 22
(c) Borrower agrees to indemnify the Lender for the full amount of Taxes or Other
Taxes, respectively (including, without limitation, any Taxes or Other Taxes imposed or asserted
by any jurisdiction on amounts payable under this Section 2.10(c), paid by the Lender and any
liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This
indemnification shall be made within ninety (90) days from the date the Lender makes demand
therefor, accompanied by a certificate of the Lender setting forth in reasonable detail its
computation of the amount or amounts to be paid to it hereunder.
(d) The provisions of this Section 2.10 shall survive any expiration or termination of
this Agreement and the payment of the Note and the other Borrower’s Obligations.
SECTION 3. PRECONDITIONS TO LOANS
3.01 Initial Loan. Notwithstanding any provision contained in this Agreement to the contrary,
the Lender shall not have any obligation to make the initial Loan under this Agreement unless the
Lender shall have first received: (a) the Transaction Documents, each executed by a duly
authorized officer of Borrower; (b) a Notice of Borrowing required by Section 2.02; and (c) such
other documents and information as the Lender may reasonably request.
3.02 All Loans. Notwithstanding any provision contained in this Agreement to the contrary, the
Lender shall not have any obligation to make any Loan under this Agreement unless:
(a) the Lender shall have received a Notice of Borrowing for such Loan as required by
Section 2.02;
(b) both immediately before and immediately after giving effect to such Loan, no
Default or Event of Default under this Agreement shall have occurred and be continuing;
(c) all of the representations and warranties made by Borrower in this Agreement
and/or in any of the other Transaction Documents shall be true and correct in all material respects
on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes
of this Section 3.02(c)).
Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation
and warranty by Borrower on the date of such Loan as to the facts specified in clauses (b) and (c)
of this Section 3.02.
SECTION 4. REPRESENTATIONS AND WARRANTIES
Borrower hereby represents and warrants to the Lender that:
4.01 Organizational Existence and Power. Borrower: (a) is duly organized, validly existing, and
in good standing under the laws of the State of California; and (b) has all requisite powers required
to carry on its business as now conducted;
4.02 Authorization. The execution, delivery, and performance by Borrower of this Agreement,
CONFIDENTIAL AND PROPRIETARY
CONFIDENTIAL
Non-Revolving Credit Facility Agreement Page 7 of 22
the Note, and the other Transaction Documents are within the organizational powers of Borrower
and have been duly authorized by all necessary acts and other action on the part of Borrower.
4.03 Binding Effect. This Agreement, the Note, and the other Transaction Documents have been
duly executed and delivered by Borrower and constitute the legal, valid, and binding obligations
of Borrower enforceable against Borrower in accordance with their respective terms, except as
such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting
creditors’ rights generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
4.04 Compliance With Other Instruments; None Burdensome. None of the execution and
delivery by Borrower of the Transaction Documents, the performance by Borrower of its
obligations under the Transaction Documents, or the borrowing and/or repayment of Loans by
Borrower under this Agreement will conflict with, or result in a material breach of the terms,
conditions or provisions of, or constitute a default under or result in any material violation of, any
law, rule, regulation, order, writ, judgment, injunction, decree, or award binding on Borrower, any
of the provisions of the organizational documents of Borrower or any of the provisions of any
indenture, agreement, document, instrument, or undertaking to which Borrower is a party or
subject, or by which Borrower or any property or assets of Borrower is bound, or result in the
creation or imposition of any security interest, lien, or encumbrance on any of the property or
assets of Borrower pursuant to the terms of any such indenture, agreement, document, instrument
or undertaking. No order, consent, approval, license, authorization or validation of, or filing,
recording or registration with, or exemption by, any governmental, regulatory, administrative or
public body, instrumentality, authority, agency or official, or any subdivision thereof, or any other
Person is required to authorize, or is required in connection with (a) the execution, delivery or
performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction
Documents; and/or (b) the borrowing and/or repayment of Loans by Borrower under this
Agreement.
4.05 Regulation U. Borrower is not engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation U of The Board of Governors of the Federal Reserve System, as amended)
and no part of the proceeds of any Loan will be used, whether directly or indirectly, and whether
immediately, incidentally or ultimately (a) to purchase or carry margin stock or to extend credit to
others for the purpose of purchasing or carrying margin stock, or to refund or repay indebtedness
originally incurred for such purpose; or (b) for any purpose which entails a violation of, or which
is inconsistent with, the provisions of any of the Regulations of The Board of Governors of the
Federal Reserve System, including, without limitation, Regulations U, T or X thereof, as amended.
If requested by the Lender, Borrower shall furnish to the Lender a statement in conformity with
the requirements of Federal Reserve Form U-1 referred to in Regulation U.
4.06 Investment Company Act of 1940; Public Utility Holding Company Act of 1935. Borrower
is not an “investment company” as that term is defined in, and is not otherwise subject to regulation
under, the Investment Company Act of 1940, as amended. Borrower is not a “holding company”
as that term is defined in, and is not otherwise subject to regulation under, the Public Utility
Holding Company Act of 1935, as amended.
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4.07 No Default. No Default or Event of Default under this Agreement has occurred and is
continuing. There is no existing default or event of default under or with respect to any indenture,
contract, agreement, lease, or other instrument to which Borrower is a party or by which any
property or assets of Borrower is bound or affected, a default under which could reasonably be
expected to have a Material Adverse Effect. Borrower is not in violation of any applicable state
or local statute, law, rule, regulation or ordinance, including of any state, city, town, municipality,
county, or of any other jurisdiction, or of any agency thereof, a violation of which could reasonably
be expected to have a Material Adverse Effect.
SECTION 5. COVENANTS
5.01 Covenants of Borrower. Borrower covenants and agrees that, so long as the Lender has any
obligation to make any Loan under this Agreement and/or any of the Borrower’s Obligations
remain unpaid:
(a) Information. Borrower will deliver or cause to be delivered to the Lender, upon
Lender’s reasonable request:
(i) within fifty (50) days after the end of the first three (3) fiscal quarters of
each fiscal year of Borrower, a consolidated balance sheet of Borrower and its Subsidiaries as of
the end of such fiscal quarter and the related consolidated statements of income, retained earnings
and cash flows for such fiscal quarter and for the portion of Borrower’s fiscal year ended at the
end of such fiscal quarter, setting forth in each case in comparative form, the figures for the
corresponding fiscal quarter and the corresponding portion of Borrower’s previous fiscal year, all
in reasonable detail and satisfactory in form to the Lender and certified (subject to normal year-
end adjustments and absence of footnote disclosures) as to fairness of presentation, consistency
and compliance with GAAP by the chief financial officer of Borrower; provided, however, that
delivery to the Lender of copies of the Quarterly Report on Form 10-Q of Borrower for such fiscal
quarter filed with the Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 5.01(a)(i);
(ii) within one hundred (100) days after the end of each fiscal year of Borrower:
(A) a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year
and the related consolidated statements of income, retained earnings and cash flows for such fiscal
year, setting forth in each case, in comparative form, the figures for the previous fiscal year, all
such financial statements to be prepared in accordance with GAAP consistently applied and
reported on by and accompanied by the unqualified opinion of independent certified public
accountants selected by Borrower and reasonably acceptable to the Lender; provided, however,
that delivery to the Lender of copies of the Annual Report on Form 10-K of Borrower for such
fiscal year filed with the Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 5.01(a)(ii);
(iii) simultaneously with the delivery of each set of financial statements referred
to in Sections 5.01(a)(i) and (ii) above, a certificate of an authorized officer of Borrower in the
form prescribed by the Lender from time to time and incorporated herein by reference (A) stating
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whether there exists on the date of such certificate any Default or Event of Default and, if any
Default or Event of Default then exists, setting forth the details thereof and the action which
Borrower is taking or proposes to take with respect thereto; and (B) certifying that all of the
representations and warranties made by Borrower in this Agreement and/or in any other
Transaction Document are true and correct in all material respects on and as of the date of such
certificate as if made on and as of the date of such certificate; and
(iv) with reasonable promptness, such further information regarding the
business, affairs and financial condition of Borrower as the Lender may from time to time
reasonably request.
(b) Organizational Existence. Borrower will use commercially reasonable efforts to:
(i) preserve and keep in full force and effect at all times its existence and all permits, licenses,
franchises, and other rights material to its business; and (ii) be duly qualified to do business and
be in good standing in all jurisdictions where the nature of its business or its ownership of property
or assets requires such qualification except for those jurisdictions in which the failure to qualify or
be in good standing could not reasonably be expected to have a Material Adverse Effect.
(c) Compliance with Laws, Regulations, Etc. Borrower will comply with any and all
state and local laws, ordinances, governmental and regulatory rules and regulations to which
Borrower is subject and obtain any and all state and local licenses, permits, franchises, and other
governmental and regulatory authorizations necessary to the ownership of its properties or assets
or to the conduct of its business, which violation or failure to obtain could reasonably be expected
to have a Material Adverse Effect.
(d) Further Assurances. Borrower will execute and deliver to the Lender, at any time
and from time to time, any and all further documents and information, and take any and all further
actions which may be required under applicable law, or which the Lender may from time to time
reasonably request, in order to effectuate the transactions contemplated by this Agreement and the
other Transaction Documents.
(e) Consolidation or Merger. Borrower will not directly or indirectly merge or
consolidate with or into any other Person without Lender’s prior written consent, not to be
unreasonably withheld or delayed.
5.02 Use of Proceeds. Borrower covenants and agrees that (a) the proceeds of the Loans will be
used solely for start-up capital expenditures, working capital and general business purposes of
Borrower, including but not limited to, the costs and expenses associated with the License’s
operations, and (b) no part of the proceeds of any Loan will be used, whether directly or indirectly,
and whether immediately, incidentally, or ultimately (i) to purchase or carry margin stock or to
extend credit to others for the purpose of purchasing or carrying margin stock, or to refund or repay
indebtedness originally incurred for such purpose; or (ii) for any purpose which entails a violation
of, or which is inconsistent with, the provisions of any of the Regulations of The Board of
Governors of the Federal Reserve System, including, without limitation, Regulations U, T or X
thereof, as amended.
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SECTION 6. EVENTS OF DEFAULT
In the event that any of the following (each an “Event of Default”) shall occur and be continuing,
the Lender may declare that the obligations of the Lender to make Loans under this Agreement
have terminated, whereupon such obligations of the Lender shall be immediately and forthwith
terminated, and the Lender may further declare the entire outstanding principal balance of and all
accrued and unpaid interest, if any, on the Note and all of the other Borrower’s Obligations to be
forthwith due and payable, whereupon all of the unpaid principal balance of and all accrued and
unpaid interest on the Note and all of such other Borrower’s Obligations shall become and be
immediately due and payable, without presentment, demand, protest, or further notice of any kind,
all of which are hereby expressly waived by Borrower, and the Lender may exercise any and all
other rights and remedies which they may have under any of the other Transaction Documents or
under applicable law; provided, however, that upon the occurrence of any event described in
Sections 6.07 or 6.08, the obligation of the Lender to make Loans under this Agreement shall
automatically terminate and the entire outstanding principal balance of and all accrued and unpaid
interest on the Note and all of the other Borrower’s Obligations shall automatically become due
and payable, without presentment, demand, protest, or notice of any kind, all of which are hereby
expressly waived by Borrower, and the Lender may exercise any and all other rights and remedies
which they may have under any of the other Transaction Documents or under applicable law.
6.01 Borrower shall fail to pay any of the Borrower’s Obligations constituting principal due
under the Loans as and when the same shall become due and payable, whether by reason of
demand, maturity, acceleration, or otherwise;
6.02 Borrower shall fail to pay any of the Borrower’s Obligations constituting interest, fees or
other amounts (other than principal due under the Loans) within sixty (60) Domestic Business
Days after the date the same shall first become due and payable, whether by reason of demand,
maturity, acceleration, or otherwise;
6.03 Any representation or warranty made by Borrower in this Agreement, in any other
Transaction Document or in any certificate, agreement, instrument, or written statement furnished
or made or delivered pursuant hereto or thereto or in connection herewith or therewith, shall prove
to have been untrue or incorrect in any material respect when made or effected;
6.04 Borrower shall fail to perform or observe any term, covenant, or provision contained in
Sections 5.01(e) or 5.02;
6.05 Borrower shall fail to perform or observe any other term, covenant or provision contained
in this Agreement (other than those specified in Sections 6.01, 6.02, or 6.03 above) and any such
failure shall remain unremedied for forty five (45) calendar days after the earlier of (i) written
notice of default is given to Borrower by the Lender; or (ii) any officer of Borrower obtaining
actual knowledge of such default;
6.06 This Agreement or any of the other Transaction Documents shall at any time for any reason
(other than termination of this Agreement or such other Transaction Documents, as the case may
be, in accordance with its terms) cease to be in full force and effect or shall be declared to be null
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and void by a court of competent jurisdiction, or if the validity or enforceability thereof shall be
contested or denied by Borrower, or if the transactions completed hereunder or thereunder shall be
contested by Borrower or if Borrower shall deny that it has any further liability or obligation
hereunder or thereunder;
6.07 Borrower shall:
(a) voluntarily commence any proceeding or file any petition seeking relief under Title
11 of the United States Code or any other Federal, state or foreign bankruptcy, insolvency,
receivership, liquidation, or similar law;
(b) consent to the institution of, or fail to contravene in a timely and appropriate manner,
any such proceeding or the filing of any such petition;
(c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
or similar official of itself or of a substantial part of its property or assets;
(d) file an answer admitting the material allegations of a petition filed against itself in any
such proceeding;
(e) make a general assignment for the benefit of creditors;
(f) become unable, admit in writing its inability, or fail generally to pay its debts as they
become due; or
(g) take any other action for the purpose of effecting any of the foregoing;
6.08 An involuntary proceeding shall be commenced or an involuntary petition shall be filed in
a court of competent jurisdiction seeking: (a) relief in respect of Borrower, or of a substantial part
of the property or assets of Borrower, under Title 11 of the United States Code or any other Federal,
state or foreign bankruptcy, insolvency, receivership, liquidation, or similar law; (b) the
appointment of a receiver, trustee, custodian, sequestrator, or similar official of Borrower or of a
substantial part of the property or assets of Borrower; or (c) the winding-up or liquidation of
Borrower, and such proceeding or petition shall continue undismissed for ninety (90) consecutive
calendar days or an order or decree approving or ordering any of the foregoing shall continue
unstayed and in effect for ninety (90) consecutive days;
6.09 Borrower shall be declared by the Lender to be in default on, or pursuant to the terms of
(a) any other present or future obligation to the Lender, including, without limitation, any other
loan, line of credit, revolving credit, guaranty, or letter of credit reimbursement obligation; or (b)
any other present or future agreement purporting to convey to the Lender a security interest in, or
a lien or encumbrance upon, any property or assets of Borrower;
6.10 The occurrence of any default or event of default under or within the meaning of any
agreement, document or instrument evidencing, securing, guaranteeing the payment of or
otherwise relating to any indebtedness of Borrower for borrowed money (other than the
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Borrower’s Obligations) having an aggregate outstanding principal balance in excess of One
Million Dollars ($1,000,000.00) which is not cured or waived in writing within any applicable cure
or grace period; or
6.11 Borrower shall have a judgment in an amount in excess of One Million Dollars
($1,000,000.00) entered against it by a court having jurisdiction in the premises and such judgment
shall not be appealed in good faith (and execution of such judgment stayed during such appeal) or
satisfied by Borrower within one hundred twenty (120) calendar days after the entry of such
judgment.
SECTION 7. MISCELLANEOUS
7.01 No Waiver. No failure or delay by the Lender in exercising any right, remedy, power, or
privilege under this Agreement or under any other Transaction Document shall operate as a waiver
thereof; nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies
provided in this Agreement and in the other Transaction Documents are cumulative and not
exclusive of any remedies provided by law. Nothing herein contained shall in any way affect the
right of the Lender to exercise any statutory or common law right of banker’s lien or set-off.
7.02 Right of Set-Off. Upon the occurrence and during the continuance of any Event of Default,
the Lender is hereby authorized at any time and from time to time, without notice to Borrower
(any such notice being expressly waived by Borrower) and to the fullest extent permitted by law,
to set-off and apply any and all deposits (general or special, time or demand, provisional or final,
but specifically excluding any trust or segregated accounts) at any time held by the Lender and
any and all other indebtedness at any time owing by the Lender to or for the credit or account of
Borrower against any and all of the Borrower’s Obligations irrespective of whether or not the
Lender shall have made any demand under this Agreement or under any of the other Transaction
Documents and although such obligations may be contingent or unmatured. The Lender agrees to
promptly notify Borrower after any such set-off and application made by the Lender, provided,
however, that the failure to give such notice shall not affect the validity of such set-off and
application. The rights of the Lender under this Section 7.02 are in addition to any other rights and
remedies (including, without limitation, other rights of set-off) which the Lender may have.
Nothing contained in this Agreement or any other Transaction Document shall impair the right of
the Lender to exercise any right of set-off or counterclaim it may have against Borrower and to
apply the amount subject to such exercise to the payment of indebtedness of Borrower unrelated
to this Agreement or the other Transaction Documents.
7.03 Cost and Expenses. Borrower agrees, whether or not any Loan is made under this
Agreement, to pay or reimburse the Lender upon demand for (a) all out-of-pocket costs and
expenses (including, without limitation, reasonable attorney’s fees and expenses) incurred by the
Lender in connection with the preparation, documentation, negotiation and/or execution of this
Agreement and/or any of the other Transaction Documents; (b) all recording, filing and search fees
and expenses incurred by the Lender in connection with this Agreement and/or any of the other
Transaction Documents; (c) all out-of-pocket costs and expenses (including, without limitation,
reasonable attorney’s fees and expenses) incurred by the Lender in connection with (i) the
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preparation, documentation, negotiation and execution of any amendment, modification,
extension, renewal or restatement of this Agreement and/or any of the other Transaction
Documents; or (ii) the preparation of any waiver or consent under this Agreement or under any of
the other Transaction Documents; and (d) if an Event of Default occurs, all out-of-pocket costs
and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by
the Lender in connection with such Event of Default and collection and other enforcement
proceedings resulting therefrom. Borrower further agrees to pay or reimburse the Lender upon
demand for any stamp or other similar taxes which may be payable with respect to the execution,
delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents.
All of the obligations of Borrower under this Section 7.03 shall survive the satisfaction and
payment of the Borrower’s Obligations and the termination of this Agreement.
7.04 General Indemnity. In addition to the payment of expenses pursuant to Section 7.03,
whether or not the transactions contemplated hereby shall be consummated, Borrower hereby
agrees to defend and indemnify the Lender and any holders of the Note, and the officers, directors,
employees, agents and affiliates of the Lender and such holder (collectively, the “Indemnitees”)
against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including,
without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in
connection with any investigative, administrative or judicial proceeding commenced or threatened,
whether or not such Indemnitees shall be designated a party thereto), that may be imposed on,
incurred by or asserted against the Indemnitees, in any manner relating to or arising out of this
Agreement, any of the other Transaction Documents or any other agreement, document or
instrument executed and delivered by Borrower in connection herewith or therewith, the
statements contained in any commitment letters delivered by the Lender, the agreement of the
Lender to make the Loans under this Agreement or the use or intended use of the proceeds of any
Loan under this Agreement (collectively, the “indemnified liabilities”); provided that (a) Borrower
shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities directly
and solely resulting from the gross negligence or willful misconduct of that Indemnitee; and (b)
Borrower shall have no obligation to indemnify the Lender with respect to disputes between the
Lender or with respect to disputes among the Lender. To the extent that the undertaking to
indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, Borrower shall contribute the maximum portion
that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all
indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the
undertakings and indemnification set out in this Section 7.04 shall survive satisfaction and
payment of the Borrower’s Obligations and the termination of this Agreement.
7.05 Notices. Each notice, request, demand, consent, confirmation, or other communication
under this Agreement shall be in writing and delivered in person or sent by electronic mail or
facsimile or registered or certified mail, return receipt requested and postage prepaid, to the
applicable party at its address or email address or facsimile number set forth on the signature pages
hereof, or at such other address or email address or facsimile number as any party hereto may
designate as its address for communications hereunder by notice so given. Such notices shall be
deemed effective on the day on which delivered or sent if delivered in person or sent by electronic
mail or facsimile (with answerback confirmation received), or on the third (3rd) Domestic
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Business Day after the day on which mailed, if sent by registered or certified mail.
7.06 Applicable Law. This Agreement (and/or the Transaction Documents) shall be governed
and construed in accordance with the internal laws of the State of California without giving effect
to any choice or conflict of law provision or rule (whether of the State of California or any other
jurisdiction) that would cause the application of laws of any jurisdiction other than those of the
State of California.
7.07 Dispute Resolution.
(a) In the event of any claim, demand, dispute, controversy or cause of action, arising
out of or relating to any performance required under this Agreement (and/or the Transaction
Documents), or the interpretation, validity or enforceability hereof (each a “Claim”), the parties
hereto shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate
with each other in good faith and, recognizing their mutual interests, attempt to reach a just and
equitable resolution satisfactory to the parties. If the Claim cannot be settled through negotiation
within a period of seven (7) days, the parties agree to attempt in good faith to settle the Claim
through mediation, administered by a mediator mutually agreeable to the parties, before resorting
to arbitration. If they do not reach such resolution, or an agreed upon mediator cannot be identified,
within a period of thirty (30) days, then, upon notice by either party to the other they shall
commence arbitration as set forth below.
(b) The parties agree to submit any and all Claims or any dispute related in any way to
this Agreement (and/or the Transaction Documents) and the services rendered hereunder, which
are not resolved pursuant to Section 7.07(a), to binding arbitration before JAMS. The arbitration
shall be held in accordance with the JAMS then-current Streamlined Arbitration Rules &
Procedures (and no other JAMS rules), which currently are available at:
https://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired
judge, or an attorney who is experienced in commercial contracts and licensed to practice law in
California, selected pursuant to the JAMS rules. The parties expressly agree that any arbitration
shall be conducted in Los Angeles County, California. Each party understands and agrees that by
signing this Agreement, such party is waiving the right to a jury. The arbitrator shall apply
California substantive law in the adjudication of all Claims. Notwithstanding the foregoing, either
party may apply to the Superior Courts located in Los Angeles County, California for a provisional
remedy, including but not limited to a temporary restraining order or a preliminary injunction. The
application for or enforcement of any provisional remedy by a party shall not operate as a waiver
of the agreement to submit a dispute to binding arbitration pursuant to this provision. In no event
shall a Claim be adjudicated in Federal District Court. In the event that either party commences a
Claim in Federal District Court or moves to remove such action to Federal District Court, the
parties hereby mutually agree to stipulate to a dismissal of such Federal Claim with prejudice.
After a demand for arbitration has been filed and served, the Parties may engage in reasonable
discovery in the form of requests for documents, interrogatories, requests for admission, and
depositions. The arbitrator shall resolve any disputes concerning discovery. The arbitrator shall
award costs and reasonable attorneys’ fees to the prevailing party, as determined by the arbitrator,
to the extent permitted by California law. The arbitrator's decision shall be final and binding upon
the parties. The arbitrator's decision shall include the arbitrator’s findings of fact and conclusions
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of law and shall be issued in writing within thirty (30) days of the commencement of the arbitration
proceedings. The prevailing party may submit the arbitrator’s decision to Superior Courts located
in Tulare County for an entry of judgment thereon.
7.08 Amendments and Waivers. Any provision of this Agreement, the Note or any of the other
Transaction Documents party may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed by both parties hereto.
7.09 References; Headings for Convenience. Unless otherwise specified herein, all references
herein to Section numbers refer to Section numbers of this Agreement, all references herein to
Exhibits shall refer to annexed Exhibits which is hereby incorporated herein by reference. The
Section headings are furnished for the convenience of the parties and are not to be considered in
the construction or interpretation of this Agreement.
7.10 Successors and Assigns.
(a) Subject to paragraphs (b), (c), and (d) of this Section, the provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Notwithstanding the foregoing, Borrower may not assign or otherwise
transfer any of its rights or delegate any of its obligations or duties under this Agreement without
the prior written consent of the Lender.
(b) The Lender may at any time grant to one or more banks or other financial
institutions (each a “Participant”) participating interests in its Non-Revolving Credit
Commitment, any or all of its Loans and/or any or all of its other rights and/or obligations under
this Agreement. In the event of any such grant by the Lender of a participating interest to a
Participant, whether or not upon notice to Borrower, the Lender shall remain responsible for the
performance of its obligations under this Agreement, and Borrower shall continue to deal solely
and directly with the Lender in connection with the Lender’s rights and obligations under this
Agreement. Any agreement pursuant to which the Lender may grant such a participating interest
shall provide that the Lender shall retain the sole right and responsibility to enforce the obligations
of Borrower hereunder including, without limitation, the right to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such participation
agreement may provide that the Lender will not agree to any amendment, modification, or waiver
of this Agreement described in clauses (b)(ii), (b)(iii) or (b)(iv) of Section 7.08 without the consent
of the Participant. Borrower agrees that each Participant shall, to the extent provided in its
participation agreement, be entitled to the benefits of Section 2 of this Agreement with respect to
its participating interest, but Borrower’s liability in respect thereof shall not be greater than its
liability thereunder to the Lender.
(c) The Lender may at any time assign to one or more banks or other financial
institutions (each an “Assignee”) all, or a proportionate part of all, of its rights and obligations
under this Agreement and its Note, and such Assignee shall assume such rights and obligations,
pursuant to an Assignment and Assumption Agreement in the form prescribed by the Lender from
time to time executed by such Assignee and such transferor Lender, with (and subject to) the
subscribed consent of Borrower, which, in each case, shall not be unreasonably withheld or
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delayed; provided, however, that: (i) if any Assignee is an affiliate of the Lender, no consent shall
be required; and (ii) if any Event of Default under this Agreement has occurred and is continuing
no consent of Borrower to such assignment shall be required. Upon execution and delivery of such
instrument and payment by the Assignee to the Lender of an amount equal to the purchase price
agreed between the Lender and such Assignee, the Assignee shall be a party to this Agreement and
shall have all the rights and obligations of the Lender with a Non-Revolving Credit Commitment
as set forth in such instrument of assumption, and the Lender shall be released from its obligations
hereunder to a corresponding extent, and no further consent or action by any party shall be
required. Upon the consummation of any assignment pursuant to this subsection (c), the Lender
and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to
the Assignor and/or the Assignee, as applicable.
(d) The Lender may at any time assign all or any portion of its rights under this
Agreement and its Note to secure its obligations to a Federal Reserve Lender. No such assignment
shall release the Lender from any of its obligations hereunder.
7.11 NO ORAL AGREEMENTS; ENTIRE AGREEMENT. ORAL AGREEMENTS OR
COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER AND THE
LENDER FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS
REACHED BY BORROWER AND THE LENDER COVERING SUCH MATTERS ARE
CONTAINED IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS,
WHICH AGREEMENT AND OTHER TRANSACTION DOCUMENTS ARE A COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENTS AMONG BORROWER AND THE
LENDER, EXCEPT AS BORROWER AND THE LENDER MAY LATER AGREE IN
WRITING TO MODIFY THEM. This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and understandings
(oral or written) relating to the subject matter hereof.
7.12 Severability. In the event any one or more of the provisions contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
7.13 Counterparts. This Agreement may be executed in any number of counterparts (including
facsimile or digital electronic counterparts), each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
7.14 Confidentiality. Any information received by the Lender from and clearly marked as
confidential or which, under the circumstances surrounding disclosure, Lender should reasonably
know is treated as confidential, shall be treated as confidential by the Lender in accordance with
its customary practices and procedures. Notwithstanding such agreement, nothing herein contained
shall limit or impair the right or obligation of the Lender to disclose such information:
(a) to its auditors, attorneys, trustees, employees, directors, officers, advisors or
affiliates;
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Non-Revolving Credit Facility Agreement Page 17 of 22
(b) when and as required by any law, ordinance, subpoena or governmental order, rule
or regulation;
(c) which is publicly available or readily ascertainable from public sources, or which is
received by the Lender from a third Person if Lender does not know that the third Person is bound
to keep the same confidential;
(d) to any entity utilizing such information to rate the creditworthiness of the Lender or to
rate or classify the debt or equity securities of the Lender or report to the public concerning the
industry of which the Lender is a part, so long as such entity has executed a confidentiality
agreement with Lender with terms no less restrictive than those contained herein; or
(e) to any actual or prospective Participant or Assignee (it being understood and agreed
that prior to disclosure of any confidential information to any actual or prospective Participant or
Assignee, such actual or prospective Participant or Assignee shall have agreed in writing to be
bound by the terms and provisions of this Section 7.14).
[signature page to follow]
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Non-Revolving Credit Facility Agreement Page 18 of 22
IN WITNESS WHEREOF, the Borrower and the Lender have executed this Agreement effective
as of the Effective Date.
Dub Brothers Management, LLC.
(“Lender”)
721 E 5th Street, Los Angeles, CA 90013
By: ______________________
Name: Barry Walker
Title: Chief Executive Officer
Dated: ____________________
Tradecraft Farms Fresno - Chinatown, LLC.
(“Borrower”)
925-929 China Alley, Fresno, CA 93706
By: _________________________
Name: Barry Walker
Title: Chief Executive Officer
Dated: ____________________
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Non-Revolving Credit Facility Agreement Page 19 of 22
ANNEX A
NOTICE OF BORROWING
Dub Brothers Management, LLC
The undersigned, Tradecraft Farms Fresno - Chinatown, LLC (the “Borrower”) refers to the Non-
Revolving Credit Facility Agreement, effective as of December 1, 2020 (as it may hereafter be
amended, modified, extended, or restated from time to time, the “Agreement”), by and between
Borrower and Dub Brothers Management, LLC (the “Lender”). Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
Pursuant to Section 2.02 of the Agreement, Borrower hereby gives Lender notice, irrevocably, that
Borrower hereby requests a Loan under the Agreement, and connection therewith sets forth the
following information relating to such Loan as required by Section 2.02 of the Agreement:
(a) The Business Day of the Loan is ____________________________________; and
(b) The aggregate principal amount of the Loan is $___________________________.
Borrower hereby certifies that the following statements are true and correct on the date
hereof, and will be true on the date of the Loan:
(a) The representations and warranties contained in Section 4 of the Agreement and
the covenants contained in Section 5 of the Agreement are true and correct, before
and after giving effect to the Loan and to the application of the proceeds thereof, as
though made on and as of such date; and
(b) no Default or Event of Default has occurred and is continuing, or would result from
such Loan or from the application of the proceeds thereof.
Very truly yours,
_____________________________________, LLC
Executed: _____________________
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Non-Revolving Credit Facility Agreement Page 20 of 22
ANNEX B
NON-REVOLVING CREDIT NOTE
$1,000,000.00 Effective December 1, 2020
FOR VALUE RECEIVED, the undersigned, Tradecraft Farms Fresno – Chinatown, LLC
(“Borrower”), a California limited liability company, hereby promises to pay to the order of Dub
Brothers Management, LLC (“Lender”), the principal amount of
, or, if less, the aggregate unpaid principal amount of all Loans made pursuant to
the non-revolving credit facility agreement effective as of December 1, 2020, as it may hereafter
be amended, modified, extended or restated from time to time, the “Agreement”), in lawful money
of the United States of America and in immediately available funds, on or before the Non-
Revolving Credit Repayment Date (as defined in the Agreement). Other than due to Events of
Default or as otherwise set forth in the non-revolving credit facility Agreement, this non-revolving
credit note shall be interest free.
Borrower hereby authorizes Lender to endorse on Schedule 1 to this Note, attached hereto and
incorporated herein, the amount and type of all Loans made to the Borrower and all payments of
by Borrower in respect of such Loans, which endorsements shall constitute prima facie evidence,
absent manifest error, as to the outstanding principal amount of all Loans owed to
Borrower; provided, however, that the failure to make such notation with respect to any Loan or
payment shall not limit or otherwise affect the obligation of the Borrower under the Agreement or
this Note.
The Agreement provides for the acceleration of the payment of principal of and interest, if any, on
such Loans upon the happening of certain Events of Default as defined in the Agreement. This
Note is issued under the Agreement, executed contemporaneously herewith and incorporated
herein. Borrower waives presentment, demand for payment, notice of dishonor or acceleration,
protest and notice of protest, and any and all other notices or demands in connection with this
Note. This Note shall be governed by and construed in accordance with the laws of the State of
California.
Dub Brothers Management, LLC
(“Lender”)
By: ___________________________
Name: Barry Walker
Title: Chief Executive Officer
Dated: ________________________
Tradecraft Farms Fresno - Chinatown, LLC.
(“Borrower”)
By: _________________________
Name: Barry Walker
Title: Chief Executive Officer
Dated: _________________________
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ANNEX C
NOTICE OF PREPAYMENT
Dub Brothers Management, LLC
The undersigned, Tradecraft Farms Fresno - Chinatown, LLC (the “Borrower”) refers to the Non-
Revolving Credit Facility Agreement, effective as of December 1, 2020 (as it may hereafter be
amended, modified, extended or restated from time to time, the “Agreement”), by and between
Borrower and Dub Brothers Management, LLC, (the “Lender”). Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
Pursuant to Section 2.06 of the Agreement, Borrower hereby gives Lender notice, irrevocably, that
Borrower hereby commits to prepay the Loan (or portion thereof), on the date and by the amount
set forth herein.
(a) The Business Day of the Prepayment is _______________________________; and
(b) The aggregate amount of the Prepayment is $_____________________________.
Very truly yours,
Tradecraft Farms Fresno - Chinatown, LLC
Date: December 1, 2020
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Tradecraft Farms Fresno – Chinatown, LLC Social Policy and Local Enterprise Plan
TABLE OF CONTENTS
2.1. Commitment to Living Wage .................................................................................................. 3
2.2. Employee Benefits ................................................................................................................... 3
A. Health Benefits................................................................................................................. 3
B. Vacation ........................................................................................................................... 4
C. Medical/Sick Leave ......................................................................................................... 4
D. Leave for Specific Circumstances ................................................................................... 4
E. Unpaid Personal Leave of Absence ................................................................................. 5
F. Workers’ Compensation .................................................................................................. 5
G. Retirement Benefits ......................................................................................................... 5
2.3. Continuing Education and Employee Training ........................................................................ 5
A. Regulatory Knowledge & Education ............................................................................... 5
B. Cannabis Knowledge ....................................................................................................... 6
C. Security Training ............................................................................................................. 7
D. Employee Education Assistance ...................................................................................... 7
2.4. Social Policy Compliance and Local Recruitment .................................................................. 8
2.5. Locally Managed Enterprise .................................................................................................... 9
2.6. Description of Staff Positions and Employee Roles and Responsibilities ............................. 10
A. Job Descriptions and Duties ........................................................................................... 10
2.7. Labor Peace Agreement ......................................................................................................... 13
2.8. Workforce Plan ...................................................................................................................... 13
2.8.1. Local Hire Commitment ..................................................................................................... 13
2.8.2. Commitment to Continuing Education and Employee Training ........................................ 14
2.8.3. Commitment to Living Wage ............................................................................................. 14
A. Overtime ........................................................................................................................ 14
B. Rest & Meal Periods ...................................................................................................... 15
2.9. Social Equity Business Incubator Program............................................................................ 15
CONCLUSION ............................................................................................................................. 17
Exhibit A: Labor Peace Agreement .............................................................................................. 18
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Tradecraft Farms Fresno – Chinatown, LLC Social Policy and Local Enterprise Plan
INTRODUCTION
Tradecraft Farms Fresno – Chinatown, LLC dba Tradecraft Farms (the “Company”) has
established workforce social policies and plans for local enterprise that we are confident will meet
or exceed the requirements set forth by the City of Fresno. We consider our team, who we refer to
as our family, to be our most valuable resource. As such, the Company will offer employee training
and continuing education to all personnel to ensure our staff is well-versed in the Company’s
customer service expectations, as well as knowledgeable about the cannabis products we carry. It
is our intention to have a locally based, diverse, well-educated, and highly knowledgeable and
trained team. As described further below, Tradecraft Farms’ the Company Owners and Executive
Team will perform vital management functions and provide critical guidance to our retail business
without the guarantee of salary compensation, but will pay all other staff members a Living Wage
plus benefits.
2.1. Commitment to Living Wage1
2.2. Employee Benefits
Tradecraft Farms believes that employee benefits contribute to a positive work
environment and ensure that our employees remain healthy. We provide numerous benefits to
employees including health benefits, vacation, medical leave, paid leave for specific
circumstances, personal leaves of absence, workers’ compensation and retirement benefits.
A. Health Benefits
The Company’s goal is to create an employer-sponsored health insurance plan available to
full-time employees who work 30+ hours a week. Pursuant to its desire to provide a “living wage”,
the Company will contribute at least $1.25 per hour or $2,500.00 per year towards each full-time
1 Fresno Municipal Code (“FMC”) § 9-3316(b)(3).
2 California Minimum Wage Order (MW2019), https://www.dir.ca.gov/dlse/faq_minimumwage htm.
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employee’s medical benefits, or other contribution as may be required by the Affordable Care Act.
Part-time employees will also be given an opportunity to participate in the Company’s employer-
sponsored health plan following six months of employment with the Company, but at a reduced
rate of plan sponsorship. All employees will receive details about benefits provided, contribution
rates, and eligibility in their hiring packets.
B. Vacation
Tradecraft Farms will offer paid vacation time to employees. Employees will begin to
accrue vacation following 90-days of employment with the Company according to the schedule
below:
Years of service Hours per year Hours accrual rate
0-4 years 80 .058
5+120 .061
C. Medical/Sick Leave
All part-time, full-time, and temporary employees will receive medical/sick leave that is
well in excess of the state of California’s requirements for paid sick leave.3 Our sick leave policy
is as follows:
(i) Lump Sum Method: The Company will provide eligible employees with
five days or 40 hours of paid sick time. Employees will accrue sick time
after being employed with the Company for at least 30 days. Time will be
banked each year on the employee’s anniversary date; or
(ii) Accrual Method: Employees will accrue one hour of paid sick leave for
every 30 hours worked.
D. Leave for Specific Circumstances
The Company believes that employees should be able to take time off to address important
life needs. Our Employee Handbook advises employees of the specific circumstances that warrant
leave including: (i) Time off to Vote; (ii) Bereavement Leave; (iii) Jury Duty; (iv) Witness Duty;
(v) Temporary Disability Leave; (vi) Volunteer Emergency Responder Leave; (vii) Victims of
Felony Crime Leave; (viii) Civil Air Patrol Leave; (ix) School Leave for Disciplinary Matters; (x)
Bone Marrow Donation Leave; (xi) Organ Donation Leave; (xii) Pregnancy Disability Leave;
(xiii) Military Leave; (xiv) Military Spousal Leave; (xv) School Activities Leave; (xvi) Domestic
Violence / Sexual Assault Leave; and (xvii) Rehabilitation Leave.
3 California Labor Code § 246.
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E. Unpaid Personal Leave of Absence
Unpaid personal leave of absence may be granted, upon request, to regular full-time
employees for important pressing personal needs subject to the following provisions: unpaid
personal leave may only be requested once all other appropriate leave balances have been
exhausted. The Company will attempt to hold an employee’s position open for the period of unpaid
personal leave if such leave is six weeks or less. If leave is greater than six weeks, the employee,
if qualified, will be entitled to the first reemployment opportunity available over the next six
months. Employee health benefits will be continued in the same manner as received prior to the
leave, if the leave is for six weeks or less, but the employee will be expected to remit payment for
the employee's portion of the health insurance premium prior to departing for unpaid personal
leave, and in an amount equivalent to the expected period of absence. If an employee requests
leave which will extend beyond the 6-week period, he/she will be advised of his/her ability to
enroll in continuing healthcare coverage through COBRA.
F. Workers’ Compensation
As required by law, the Company provides workers’ compensation benefits for the
protection of employees with work-related injuries or illnesses. Workers’ compensation insurance
provides coverage to employees who experience job related injuries or illnesses. If an employee is
injured or becomes ill as a result of his/her job, it is the employee’s responsibility to immediately
notify a supervisor of their injury in order to receive benefits. The Company will advise the
employee of the procedure for submitting a workers’ compensation claim. If necessary, injured
employees will be referred to a medical care facility. Employees should retain all paperwork
provided to them by the medical facility. An employee’s report should contain as many details as
possible, including the date, time, description of the illness or injury, and the names of any
witnesses. A separate insurance company administers the worker’s compensation insurance.
Representatives of this company may contact injured employees regarding their benefits under the
plan.
G. Retirement Benefits
The Company will make retirement benefits available to full-time employees who work
30+ hours a week after working one year with the Company. Pursuant to its desire to provide a
“living wage”, the Company shall look to provide a matching contribution of 3% to whatever the
employee contributes to their retirement plan up to a maximum of $3,000.00.
2.3. Continuing Education and Employee Training
A. Regulatory Knowledge & Education
The Company’s top priority when training employees is to ensure that employees
understand rules and regulations that govern cannabis retail in order to run a safe and compliant
workplace. The Company will ensure that initial employee training will be at least two hours long
and cover the modules including: (i) Health and safety concerns related to cannabis use, including
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Tradecraft Farms Fresno – Chinatown, LLC Social Policy and Local Enterprise Plan
the responsible use of cannabis, its physical effects, onset of physiological effects; (ii) Recognizing
signs of impairment and appropriate responses in the event of overconsumption; (iii) Laws and
regulations on driving under the influence; (iv) Prohibiting sales to minors; (v) Daily sales limits
to customers and patients; (vi) Acceptable forms of identification as well as how to check
identification and common mistakes made in verification; (vii) Safe and secure storage of
cannabis; (viii) Compliance with all inventory tracking system regulations; (ix) Waste handling,
management, and disposal; (x) Health and safety standards; (xi) Maintenance of records; (xii)
Security and surveillance requirements; (xiii) Permitting inspections by the City and State; and
(xiv) Packaging and labeling requirement for all cannabis and cannabis products.
B. Cannabis Knowledge
In addition to operations, the Company will train employees on general cannabis and
cannabis product information to ensure that they are educated and can in turn be a resource for
customers. Training will include detailed information on the following topics: (i) what cannabis
is; (ii) the different ways cannabis is smoked, consumed, and applied; (iii) short-term and long-
term effects of cannabis on the brain; (iv) suggested consumption methods and dosing guidelines;
(v) understanding edible consumption and dosage; (vi) customer guidelines for responsible and
safe cannabis usage; (viii) the physical effects of consuming cannabis and cannabis products; (ix)
the mental effects of cannabis and cannabis products; (x) long-term effects of cannabis use; (xi)
treatments for cannabis use disorder; (xii) effects of secondhand cannabis smoke; (xiii) cannabis
as a possible gateway drug; (xiv) overdosing on cannabis; (xv) cannabis addiction; and (xvi)
dangers of synthetic cannabinoids.
Retail storefront employees will also be trained on how to interact with customers, give
recommendations based on their requests, give advice, guidance, and counsel. Employees will not
give medical treatment advice, as they are not licensed health professionals, and will be instructed
to advise customers to consult a physician for medical advice. Tradecraft Farms expects all staff
members to maintain a high level of fluency in the wide array of cannabis products we carry, and
be exceptionally knowledgeable about the varying cannabis products and strains available. As
such, we offer routine and consistent employee training opportunities so that our retail staff can
continuously refresh their product knowledge and live up to the Company’s high standards of
service. Accordingly, the Company will maintain Product Information Sheets for all of the
cannabis products we receive from our vendors and compile them in a binder that all staff can
access, review, and reference at any time. These Product Information Sheets will include a
description of each product, how it was cultivated or manufactured, as well as information on the
anticipated effects. We will require employees to be tested on their Cannabis and Regulatory
Knowledge and expect all employees to pass Product and Regulatory Compliance “Quizzes”.
Employees will not be able to commence work for the Company until they successfully pass these
quizzes and demonstrate that they are adequately knowledgeable and prepared to begin serving
Tradecraft Farms’ customers.
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C. Security Training
The Company understands that having adequate security infrastructure is critical to the
success of any cannabis business. We are keenly aware of the added security challenges that
commercial cannabis retail businesses face, and we have taken extensive measures to develop
professionally vetted policies, procedures, and systems that will provide comprehensive
protection, not only to our physical store, but also to our employees and customers, as their health
and safety is of paramount importance.
The Company will train managers on how to use the security alarm system set up by the
alarm company and then train all necessary employees on how the system works. It is critical that
employees understand exactly what to do in the event of security breaches and threats. This
understanding ensures employee and customer safety and gives law enforcement and security
personnel the ability to respond to a specific rapid response without fear of injury. The Company’s
Security Officer will provide specific training to management and employees in the following
areas: (i) security awareness training; (ii) responding to a robbery attempts; (iii) interacting with a
disruptive customer; (iv) alarm activation response; (v) attempted theft; (vi) working with local
law enforcement; (vii) medical emergencies; (viii) proper use of the “panic button”; (ix) being a
good witness/report writing; (x) theft and diversion training; (xi) OSHA compliance; and (xii)
training developed for all compliance issues. In addition to the items listed above, our Chief
Compliance Officer, Paula Brunelle, will work with security companies and with management to
design and implement continued training in security related matters on a regular basis. Employees
shall be tested on training content and must pass a comprehensive test by their third attempt in
order to remain employed. All staff shall also go through periodic refresher seminars, as well as
new training on any policy updates or changes in procedure. All emergency procedures will be
rehearsed in periodic drills.
In addition to training and drills, employees will receive official Company reference
materials, written in plain language and presented in an easy-to-use outline format, explaining all
operational, safety, and security policies and protocols. In developing our official safety and
security policies, the Company has consulted licensed security and safety professionals from
Barton Integration and Reax Engineering and will also consult with local law enforcement. We
will work with local law enforcement to develop effective ongoing employee training seminars
and practices, especially for the development of our policies and training procedures related to
crime-prevention and security threat response. After participating in security-related training, all
employees should know: (i) how to assess situations to determine the type and level of threat; (ii)
how to respond to different kinds of security threats; (iii) which types of situations warrant the
activation of panic buttons; and (iv) how to proceed when a security alarm is triggered, or a panic
button has been activated.
D. Employee Education Assistance
The Company will reasonably accommodate and assist any employee who wants to attend
conferences, classes, or educational workshops, in particular educational workshops held by the
Company, that will enable them to become more knowledgeable in cannabis products and
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information systems, and thus better employees. In addition to mandatory employee training
sessions regarding our POS system, online ordering platforms, and delivery fleet management
system (FlowHub, WeedMaps, I Heart Jane, and OnFleet, respectively), we strongly encourage
employee educational programs that highlight safe cannabis usage for consumers and security-
minded practices to keep our customers, employees and the business safe, and to ensure that the
Company provides the best retail experience for our customers. Tradecraft Farms will cover the
costs associated with cannabis industry conferences, classes, and educational workshops that our
employees wish to attend in order to facilitate their continuous education. The Company will be a
leader in staff education, and by extension, consumer education regarding cannabis product use,
safe consumption, the variety of strains available, differing methods of consumption, and the
effects of each product and strain type. We will coordinate with medical professionals who are
knowledgeable regarding cannabis and cannabinoid therapies to help employees understand safe
practices. By employing this strategy our staff will have the tools to provide customers and patients
with the most up-to-date information about cannabis and the ever-expanding list of ways it can
potentially benefit the mind and body.
2.4. Social Policy Compliance and Local Recruitment
The Company will take an all-inclusive approach to hiring and seeks to have a diverse
workforce that adequately represents the vibrant community within which our business intends to
operate. This value is aligned with Fresno Municipal Code 9-3316(b)(1).
The Company is committed to ensuring that at least one-third of hours worked annually by
Tradecraft Farms’ employees will be worked / fulfilled by employees who meet Fresno’s Social
Policy Requirements, namely, individuals that satisfy one of the following criteria: (i) annual
family income below 80% AMI; (ii) convicted for a cannabis related crime that could have been
prosecuted as a misdemeanor or citation under current state law; (iii) lived in a low to moderate
income census tract in the city for a minimum of three (3) years; (iv) veteran; or (v) former foster
home youth who was in foster care as a minor; (vi) unemployed; or (vii) receiving public
assistance.4 Additionally, should the Company be awarded a permit to operate a commercial
cannabis retail store by the City of Fresno, the Company will provide the City with ongoing proof
of compliance with the aforementioned social policy requirement.
In order to execute our plan to hire a 50% local workforce and ensure local residents are
prioritized, we will proactively target local candidates via direct outreach and by publicizing our
open positions on local job boards, at local colleges including Fresno State and Fresno City
College, in local newspapers, at community events, and at local area venues. We plan to participate
with local community-based organizations and local job placement agencies to facilitate local
recruiting, outreach, and candidate development. One such local program, Reading & Beyond,
works to lift children, families, and neighborhoods in Fresno out of poverty, including through job
placement efforts. We will work with Reading & Beyond to hire local candidates from
disadvantaged circumstances whenever possible.
4 FMC § 9-3316(b)(1).
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Furthermore, we intend to work with state and local agencies such as the Employment
Development Department (EDD) to announce jobs, hold hiring events, and provide interview
training to prospective candidates. We intend to cultivate deep connections to local nonprofits and
community organizations in order to become a trusted employer and engaged neighborhood
partner.
In addition, our job training and educational programs will allow us to hire inexperienced
local candidates who will benefit from on-the-job training programs, as opposed to hiring
candidates from other geographical areas. Our goal is hire local residents who have historically
suffered from low income and consistent barriers to employment and provide skills development
through a management training program. This will result in an educated and trained workforce that
we can promote to supervisor and management positions from within. By investing in the
education and professional growth of our workforce, we hope to contribute to a better future for
the neighborhood and the larger Fresno community.
Local recruiting efforts will be documented in a detailed report we intend to issue on the
first business day of January and the first business day of July each year that the business is
operational. These semiannual reports will illustrate the Company’s candidate outreach efforts,
including the number of persons interviewed, and details on who was hired to satisfy the good-
faith local hiring requirement. As with all records, we will provide these reports to the City upon
request.
2.5. Locally Managed Enterprise
As described in detail in the Business Plan, we are deeply fortunate to have the local
experience of Gerald (“Gerry”) Nickerson as our Regional Director of Community Relations and
Social Policy. Gerry has been a Fresno resident since 1995 and has been a mentor to Tradecraft
Farms’ co-founder Barry Walker since the 1980s. Gerry has dedicated his entire career to
fundraising for local charities and local public schools. He is well-known and respected in the
Fresno community, and we look forward to working together to successfully integrate our retail
business into the Fresno community. Gerry has already demonstrated his unique skill set in
identifying key community partners for Tradecraft Farms in Fresno, and we look forward to
growing together.
Tradecraft Farms values community participation and social responsibility—it is
embedded into the company ethos and has always been a lifelong priority for our founders—and
Gerry has the connections, skills, and experience to ensure that Tradecraft Farms’ is consistently
working for and in service of improving the greater Fresno community at large.
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2.6. Description of Staff Positions and Employee Roles and Responsibilities
Below is a chart of our expected number of employees upon commencement of retail
operations and for the first three years of operation the Company:
Personnel Annual Salary 2021 2022 2023
Manager 4 4 4
Regional Director of Community
Relations and Social Policy 1 1 1
Retail General Manager 1 1 1
Assistant Retail General Manager 2 2 3
Retail Sales Representatives 4 5 6
Delivery Drivers 1 1 1
Security Guard 2 2 2
Total 15 16 18
A. Job Descriptions and Duties
Below are the job descriptions of key executives who support Tradecraft Farms. Executives
are employed and compensated through the management company and will not draw a salary from
Tradecraft Farms Fresno.
1. Chief Executive Officer
The Company’s Chief Executive Officer (CEO) oversees retail cannabis operations and
has direct authority and control, and supervision over the company at large. He is responsible for
decision-making regarding company direction and corporate policies. The CEO will not draw a
salary from the retail location.
2. Chief Financial Officer
The Chief Financial Officer is the senior executive responsible for managing the financial
actions of a company whose duties include tracking cash flow and financial planning as well as
analyzing the company’s financial strengths and weaknesses and proposing corrective actions.
3. Chief Operating Officer
The Chief Operating Officer (COO) oversees sourcing and supply chain, fulfillment and
logistics, product development and design, and customer experience across Tradecraft Farms and
affiliated entity brands. The COO also oversees staffing, purchasing, and overall retail operations,
and serves as an executive decision-maker on expansion and acquisition.
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4. Chief Compliance Officer
The Company’s Chief Compliance Officer is the senior executive officer who is
responsible for ensuring our retail business operates in compliance with State and City laws, and
is responsible for company policies related to inventory tracking, reporting, and inventory controls,
including procurement and quality control standard operating procedures. The Chief Compliance
Officer works with management and employees to ensure compliance with cannabis product
inventory and track-and-trace reporting.
5. Regional Director of Community Relations and Social Policy
The Regional Director of Community Relations and Social Policy serves as the Company’s
point-of-contact for on-site community relations to whom government representatives and
members of the community can provide notice if there are operating problems associated with the
Company’s retail storefront. The Director regularly engages with local community organizations
and City representatives and is the bridge between the company and the surrounding community.
6. General Manager
The General Manager (“GM”) is the day-to-day supervisor of the Company’s retail
operation and has direct authority, control, or supervision over all personnel who engage in the
retail sale and delivery of cannabis and cannabis products. The GM serves as a role model, liaison,
and resource for retail staff concerning products and services, policies and procedures, industry
news and changes in regulations. They ensure compliance with all state and local rules and
regulations, and directly supervises the activity within the retail storefront to include staff training
and education. The GM manages the receipt, storage and auditing of all inventory, and is
responsible for ordering new inventory and supplies, and maintains accurate records. The GM
resolves all inventory discrepancies and reconciliations while accurately documenting and
recording all inventory movement in the company’s track and trace system and into the State’s
track and trace software, METRC. The GM supervises Assistant Managers on all daily tasks
consistent with established procedures with an emphasis on inventory control actions such as
receiving, counting and inspecting all incoming cannabis products for quality and compliance;
implement HR policies, programs, and systems in support of company initiatives; directs all
compliance efforts for the company to minimize risk and deal with any internal conflicts.
The GM conducts investigations, responds to unemployment claims, EEOC, DOL, and/or
employee relation issues such as employee complaints, harassment allegations, and civil rights
complaints. The GM conducts exit interviews, analyzes data, and conducts performance reviews
with employees and monitors employee productivity, attitudes, and performance results. The GM
also makes recommendations to the corporate management team for corrective action and
continuous improvement. The GM maintains excellent facilities in a manner conducive to
enhancing employee productivity and compliance, and ensures employee safety, wellness, health
and welfare.
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Tradecraft Farms Fresno – Chinatown, LLC Social Policy and Local Enterprise Plan
7. Assistant General Managers
The Retail Assistant General Managers (“AM”) assist our GM with day-to-day operations
of the cannabis retail storefront in accordance with the State of California, local regulations, and
standards set by the Company. The AMs help maintain organization and operations at the retail
storefront with detail to inventory duties. AMs also assist the sales team to ensure efficiency and
customer satisfaction. The AMs provide support to the store manager and all employees, and
patients/customers. Overall duties also include light cash-handling, training, policy and procedure
updates, and keeping updated with industry news and cannabis product information. The AM
provides management and leadership in the cannabis retail storefront to include monitoring all
point-of-sale transactions. They respond to all staff questions, concerns, or suggestions within
scope and reports to the GM for resolution. The AM directs and monitors sales representatives to
accomplish goals of the days consistent with established operational procedures. The AM
maintains records required by public health law and ensures quality assurance plans, including but
not limited to plans to detect, identify, and prevent errors related to product packaging and labeling.
The AM monitors employee productivity, attitudes, and performance results, and makes
recommendations to the GM for corrective action and continuous improvement for product and
policies. The AM responds to all patient/customer complaints, requests, concerns, suggestions and
takes action when directed by the GM to resolve conflicts including responses and replies across
social platforms. The AM manages the receipt, storage, record keeping, and auditing of all
inventory, and maintains retail compliance and cleanliness. The AM performs inventory control
actions such as receiving, counting, and inspecting for quality and compliance. The AM assists the
GM with accurately documenting all inventory movements to be recorded in the company’s track
and trace system and into the State’s track and trace software, METRC to identify the proper
location and quantity of product at all time; and bi-monthly reconciliation inventory counts based
on company requirements and works with the store manager to resolve all inventory discrepancies
and light-cash handling.
8. Retail Sales Representatives
Sales representatives (“SR”) assist guests, clients, vendors, and management. SRs assist
the management team with the activities and operation of the retail store, while abiding by policies,
procedures, and operational guidelines. SRs are responsible for customer service, checking out
customers, and handling cash. They will warmly greet visitors in person or on the telephone, and
answer questions or direct inquiries through proper channels. They accurately process payments
from customers, and issue receipts, refunds, credits, and change. SRs establish or identify prices
of goods, services or admission, tabulate bills using calculators, cash registers, and optical price
scanners. They operate a cash register and itemize total purchases by recording prices,
departments, taxable and nontaxable items and balance cash drawers by counting cash at beginning
and end of work shift to ensure that amounts are correct and that there is adequate change.
SRs help maintain a compliant and clean retail storefront and assures side-work completion
every shift. They establish, develop, and maintain relationships with current and prospective
customers to generate sales for cannabis products. SRs use information-based training to educate
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Tradecraft Farms Fresno – Chinatown, LLC Social Policy and Local Enterprise Plan
customers with the SR expected to continue education on all products. They maintain product
knowledge of all products in-store in order to communicate to customers and patients. They ensure
the sales floor is properly stocked and the store is well maintained and clean. SRs promote a work
environment that is positive, customer-service oriented, and compliant with established policies
and procedures.
9. Delivery Drivers
Delivery drivers have similar responsibilities to SRs, but with the added responsibilities of
handling proper record receipts to be given and signed by customers and understanding safety and
delivery compliance protocols for all deliveries. They must obey all traffic and cannabis laws and
have necessary paperwork required by the City and State hard copy or electronically, at all times.
Delivery drivers must also ensure safe driving and cannabis transportation protocols, including
GPS monitored trip-planning. Drivers are responsible for ensuring that transactions are conducted
safely and that they are regularly monitoring customer and personal safety, and security of products
and cash.
10. Security Personnel
The Company will hire a third-party security company that will ensure the safety of
customers and employees and the security and protection of the premises and all company assets.
This is accomplished through the use of foot patrols, an on-site professional presence, camera
monitoring, escort procedures, access controls, and enforcement of company security policies. All
security guards will be armed and certified by the Bureau of Security and Investigative Services.
They will check the identification cards of all persons entering the lobby / check-in area to ensure
that only individuals over the age of 21, or over 18 with a valid physician’s recommendation, are
granted access to the retail sales area.
2.7. Labor Peace Agreement
The Company has a deep commitment to labor and a strong relationship with United Food
and Commercial Workers (“UFCW”). Attached as Exhibit A is a copy of the Labor Peace
Agreement between Tradecraft Farms. In addition, the Owners / Members of the Company have
entered into other labor peace agreements with UFCW in the state of California. Namely,
Tradecraft Farms – El Monte, LLC, an affiliated retail cannabis business owned and managed by
the Company’s executive team, has established a Labor Peace Agreement with UFCW. Tradecraft
Farms is proud of its proven track record with labor and its exemplary treatment of employees and
looks forward to opening and operating a Union Shop in the City of Fresno.
2.8. Workforce Plan
2.8.1. Local Hire Commitment
As identified in Section 2.4., “Social Policy Compliance and Local Recruitment”, we aspire
to hire at least 50% of employees who are bona fide residents of the City of Fresno. In fact, we are
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Tradecraft Farms Fresno – Chinatown, LLC Social Policy and Local Enterprise Plan
generally so committed to local hiring that in our Oklahoma location, we have a 92% local hiring
rate. We have similarly committed to local hiring in our other retail locations. Tradecraft Farms is
committed to local hiring, not simply for compliance with City requirements, but because we
fundamentally believe that local hires are the best community representatives and want to create
hyper-local community benefit and social impact. We want the local communities in which we
operate to directly benefit from job opportunities and want to offer local stakeholders opportunities
for continuing education, professional development, and career advancement.
Furthermore, should the Company be awarded a permit to operate a commercial cannabis
retail store by the City of Fresno, the Company will provide the City with ongoing proof of
compliance with the aforementioned local hiring commitment.
2.8.2. Commitment to Continuing Education and Employee Training
The Company is committed to ongoing employee education and recurring employee
training. In furtherance of this commitment, Tradecraft Farms intends to cover the reasonable costs
and fees associated with any conferences, classes, or educational workshops that employees wish
to attend in order to facilitate their continuing education.
All retail employees will receive paid training on company policies, standard operating
procedures, and cannabis product types and strains upon hiring, and prior to commencement of the
job functions for which they were hired. Once employees are onboarded, we will reasonably
accommodate any employee who wants to attend conferences, classes, or educational workshops,
and will cover the costs associated with these educational opportunities. In particular, we will
encourage employees to attend Company-sponsored workshops and trainings, which will enable
them to become increasingly knowledgeable and capable employees that are better-equipped to
serve customers. Additionally, employees will be paid for the hours spent in training and
professional educational courses.
In addition to mandatory paid employee training sessions regarding our POS system,
online ordering platforms, and delivery fleet management system (FlowHub, WeedMaps, I Heart
Jane, and OnFleet, respectively), we strongly encourage professional educational programs that
highlight safety and security in cannabis, as this helps ensure that the Company can provide a best-
in-class customer experience. The Company cover the cost of all associated fees associated.
Tradecraft Farms will be a leader in educating its staff and thereby its customers about the different
strains of cannabis, available methods of consumption, and the effects of each strain.
2.8.3. Commitment to Living Wage
A. Overtime
Non-exempt employees will be paid overtime (one and one-half times the regular rate of
pay) for all hours worked over eight in one work-day, over 40 in one work week, and for the first
eight hours of work performed on the seventh consecutive work day in one work week, without
regard to the total number of hours worked in the previous six days. Overtime is paid at the rate of
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Tradecraft Farms Fresno – Chinatown, LLC Social Policy and Local Enterprise Plan
double the regular rate of pay for every hour worked after the completion of eight hours worked
on the seventh consecutive workday in any workweek. In addition, overtime is paid at the rate of
two times the regular rate of pay for every hour worked after the completion of 12 hours worked
in one workday. Tradecraft Farms’ General Counsel regularly consults with outside counsel that
specializes in Labor and Employment Practices to ensure that company policies are compliant with
California labor laws and that our employees are appropriately and fairly compensated.
B. Rest & Meal Periods
Non-exempt employees who work shifts over five hours in length are required to take an
unpaid 45-minute meal period, to be taken before the end of the 5th work hour. Non-exempt
employees who work in excess of 10 hours in a day are entitled to a 2nd, 45-minute meal period,
to be taken before the end of the 10th hour. Meal periods should not be taken at the employee’s
work area.
2.9. Social Equity Business Incubator Program
Recently cities throughout the country have taken an important and highly commendable
step of creating social equity programs to provide people who have been adversely impacted by
the war on drugs and people without the resources with an opportunity to flourish in the burgeoning
cannabis industry. However, creating and providing meaningful ownership and employment
opportunities in such a highly regulated and competitive environment leads to difficulty in
ensuring such owners and employees will actually have a viable chance of success. In addition,
large companies often take advantage of equity applicants without a real plan to encourage
entrepreneurship.
This purpose of sharing this perspective is to demonstrate the way in which Tradecraft
Farms embraces the spirit of Fresno’s Social Equity Program and is committed to achieving a
workable solution that provides the tools, space, and financial resources necessary to foster
successful equity-owned cannabis businesses in Fresno via the creation of Tradecraft Farms’
Social Equity Business Incubator Program (the “Incubator Program”). Tradecraft Farms believes
it is better to teach people to fish than to give them a fish, as this ensures that equity efforts
maintain long-term sustainability, and are not merely reflected in an ownership percentage in an
application. Through our Incubator Program, qualified start-up equity cannabis businesses will
not only run their own businesses but obtain the necessary skills to succeed in a competitive
landscape.
Tradecraft Farms believes that creating a space for those who have been chronically
disenfranchised, unfairly prosecuted, and systematically targeted is the first step towards
meaningful change and building long term success. By partnering with those who are dedicated
to learning and working hard, the incubator program can help nurture and foster true growth,
upward mobility and mutual success. The Tradecraft Farms incubator program will provide all
of the necessary resources to help businesses and social equity partners succeed in a competitive
landscape. We will provide mentoring, real-industry immersion, networking, hands-on
instruction, financial guidance, marketing support and a plethora of other resources. Our goal is
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Tradecraft Farms Fresno – Chinatown, LLC Social Policy and Local Enterprise Plan
to provide equity- and minority-owned businesses with a war chest of resources and guidance
that will allow them to not only build successful companies but enhance their own personal
growth in the process.
Incubated social equity businesses partners will receive full access to Tradecraft Farms’
vertically integrated cannabis supply chain operated by Dub Brothers Management, LLC
(Tradecraft Farms’ mutually owned affiliate), which includes expansive cultivation,
manufacturing, and distribution capabilities, in addition to dedicated shelf space in Tradecraft
Farms’ retail stores. Incubated equity business partners will receive comprehensive assistance
with product manufacturing, packaging and labeling, branding, and marketing (as needed), giving
them the support they need to take a product line from ideation to production, and ultimately, to
market where it can be sold in Tradecraft Farms retail stores and beyond.
We looked at decades of growth in Silicon Valley and the huge success of incubator
programs that helped foster some of the strongest tech companies to create our own version of an
incubator program which we believe will be just as effective and even more impactful. Similar to
the technology incubator programs of Silicon Valley, we will be providing companies with:
●Access to Tradecraft Farms’ supply chain, including cultivation, manufacturing,
distribution, and retail.
●A process which will give them access to tools and information needed to move forward.
●Direct access to a team of seasoned cannabis industry professionals and mentors for
business advice and technical support.
●Critical Manufacturing, branding, and regulatory compliance support related to bringing
cannabis products to market.
●Enterprise guidance, including financial, operational, and marketing support.
●Access to financial resources.
As with any high growth industry, the rules of engagement are constantly changing, and
the marketplace is evolving more quickly than most companies can keep up with. In the
Tradecraft Farms Incubator Program, equity and minority owned companies will be granted
access to a network of shared information and industry best practices, which will allow them to
remain competitive, build a foothold in the marketplace, attract great partners, and create real
enterprise value.
Additionally, unlike other industries, the cannabis industry still faces incredible scrutiny
and suspicion from federal regulators, legislators and the general public. The ever-changing
regulatory landscape creates an onerous burden on most small companies, and the cost of
compliance can be prohibitively expensive. As such, equity business participants in Tradecraft
Farms’ Incubator Program will be given complimentary access to seasoned cannabis regulatory
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Tradecraft Farms Fresno – Chinatown, LLC Social Policy and Local Enterprise Plan
compliance professionals on our team, as well as the latest regulatory guidelines and consistently
updated compliance resources.
Tradecraft Farms’ Incubator Program is a means of providing an actionable solution and
a pathway for achieving what we feel is the fundamental goal of most cannabis social equity
programs – opportunity. The Incubator Program model can foster the development of consistent,
sustainable opportunity in a manner that has yet to be achieved in California’s cannabis industry.
CONCLUSION
Tradecraft Farms has a demonstrated history in both California and Oklahoma of hiring
local employees and developing their skill sets in a manner that facilitates individual
professional growth and internal advancement within the Company. We believe in making our
community better through meaningful participation and increased equity for individuals who
have experienced social and economic hardships, including those specifically identified in the
City of Fresno’s Social Policy requirements. Our policy is consistent with the City of Fresno’s
requirements, but is not limited to the categories enumerated in the FMC. Tradecraft Farms
executive team committed to community participation by putting our initial headquarters on
Skid Row in Los Angeles because we wanted to be in the middle of a place where we had the
opportunity to make a difference. We hope to do similarly in Fresno by providing employment
opportunities, participating in the community, and giving back as much as we can. We
appreciate that the City of Fresno considers Social Policy and Local Enterprise to be critical
components of every licensed cannabis business, and we look forward to being given the
opportunity to work with the City and be exemplary stewards of these shared values.
CONFIDENTIAL AND PROPRIETARY
Exhibit A
CONFIDENTIAL AND PROPRIETARY
1
Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
LABOR PEACE AGREEMENT
(Fresno)
This Labor Peace Agreement ("Agreement") is entered into this 1st day of
December, 2020 by and between Tradecraft Farms Fresno – Chinatown, LLC (hereafter
"Employer") and United Food and Commercial Workers International Union, and its
designated Local, UFCW Local 8 (hereafter "Union"). This Agreement is entered into in
accordance with applicable requirements of the California Medicinal and Adult Use
Cannabis Regulation and Safety Act (MAUCRSA), California B&P Code § 26000 et seq.,
and applicable local cannabis licensing ordinances and regulations.
1.This Agreement shall apply to the regular full time and regular part-time
employees of Employer who work in the job classifications set forth in Exhibit "A" (the
"Employees") at Employer's licensed cannabis business located at 925 – 929 China Alley,
Fresno, CA 93706 (the "Covered Facility"). If the Covered Facility relocates pursuant to
its license under State or local law to another location within the geographic jurisdiction of
Union, this Agreement shall apply to the Covered Facility at that new location. In the event
Employer choses to operate the Covered Facility under a different "DBA", this Agreement
shall nevertheless apply to that Covered Facility when using that new DBA. If Employer
applies for a requisite license to operate one or more additional cannabis businesses within
Union's geographic jurisdiction, Employer shall provide written notice of same to Union's
Secretary-Treasurer (an email shall suffice), whereupon the Parties shall sign a New
Location Agreement in the form attached hereto as Exhibit "C" to extend this Agreement
to cover the regular full time and regular part-time Employees (as defined) working at that
new location for a like Term as this Agreement. Exhibit C will be signed within 5 days of
the Notice.
2.The Parties hereby establish the following procedure for the purpose of
ensuring an orderly environment for the exercise by Employees of their rights under Section
7 of the National Labor Relations Act and to ensure compliance with MAUCRSA and all
applicable local cannabis ordinances and regulations.
3.The Parties mutually recognize that Federal labor law guarantees
Employees the right to form or select a labor organization to act as their exclusive
representative for the purpose of collective bargaining with Employer, or to refrain from
such activity.
4.Employer will take a neutral approach to the unionization of the
Employees. Accordingly, Employer will not undertake any action or make any statement
that will directly or indirectly state or imply opposition to Employees' selection of a
collective bargaining agent, or preference for or opposition to any particular union as
Employees' collective bargaining agent. The Union and its representatives will not coerce
or threaten any employee in an effort to obtain authorization cards.
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Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
5.The Union shall have reasonable access to the Employer’s worksite as set
forth herein during regular business hours or when employees are required to work for the
purpose of meeting with Employees to discuss their right to representation, employment
rights under state law, and terms and conditions of employment. In doing so, the Union
shall not disrupt the Employer’s business and will act consistently with the California
Medicinal and Adult Use Cannabis Regulation and Safety Act (MAUCRSA) and Local
Cannabis Ordinances. Prior to taking access, the Union will send a letter to the Employer
with the names of the individuals who may visit the location prior to its first visit. If the
designated individuals change, the Union will update that notice. Then, Employer will
cooperate with Union in making arrangement to permit the designated Union
representatives to meet with employees in areas where the Employees will be able to speak
to the Union representative without monitoring by the Employer, at a time when the
employee is not regularly obligated to perform work duties. As part of that cooperation the
Employer will share with the Union the particular staffing and layout of the facility to best
ensure access while avoiding disruption of the business. To the extent Employer has video
surveillance equipment throughout its facility, consistent with the law, the Parties agree
that such equipment will not be utilized by Employer to garner information regarding
concerted activity or workers' rights under this Agreement.
6.Within ten (10) days following receipt of a written notice from Union
declaring an intent to organize Employees (an email to Employer shall suffice), Employer
will furnish Union with a complete list of the regular full and part-time Employees
referenced in Exhibit "A" showing their job classifications, departments, home addresses,
and, if known, cell phone numbers and email addresses. The Employer will provide an
updated complete list monthly, unless there is no change to the list. Union will keep all
such Employee information furnished by Employer confidential and shall not use the
information for any purpose other than the purposes of this Agreement or as required by
law. Within ten days of receiving a request by Union, Employer also shall distribute the
letter attached as Exhibit B to each Employee.
7.At the Union’s request, the Employer will arrange for a mandatory staff
meeting to enable the Union to meet with all of the Employees referenced in Exhibit "A".
If it is not feasible for the Employer to schedule a single meeting attended by all Employees,
then Employer will cooperate with the Union to schedule a follow up meeting(s) for that
purpose. The Employer shall schedule these meeting(s) so as to encourage maximum
attendance. Any such meeting will be on paid time. The Parties shall schedule a date for
the meeting at least one (1) week prior to the meeting. There shall be no advance
announcement by the Employer to employees concerning the subject of the meeting.
Rather, the Employer shall schedule the meeting in the same way that notice is provided
for other mandatory meetings. Each meeting shall last no more than one (1) hour. At this
meeting, Employer will inform Employees that it is neutral, does not object to their talking
with Union and supporting a union, and that Employer will negotiate a collective
bargaining agreement with Union if and when a majority of Employees who wish to be
represented by the Union have designated Union as their exclusive collective bargaining
representative. Union representatives will attend the meeting and after Employer has left
the meeting, Union representatives will talk with Employees about the Union.
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Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
8.The Union may request recognition as the exclusive collective bargaining
agent for the Employees. Upon such request, a person mutually agreed to by Employer and
Union, or if no agreement is reached then the Arbitrator identified in Paragraph 13, will
conduct a review of Employees' authorization cards and membership information submitted
by Union in support of its claim to represent a majority of the Employees. The review shall
involve a comparison of the authorization card signatures of Employees to their W-4 or
Form I-9 as furnished by Employer. Except where needed to resolve a concern about the
authenticity of an Employee's signature, the identity of all union authorization card signers
shall be kept confidential from Employer. Subject to the availability of a person mutually
agreed upon or an Arbitrator identified in Paragraph 13, such review shall take place no
more than fourteen (14) days after the Union's request, absent mutual agreement to extend
time for review. The size of the unit to determine recognition will be determined by the size
of the unit ten (10) days prior to the time the request for recognition is made. If the review
establishes that a majority of Employees has designated Union to be their exclusive
collective bargaining representative or joined the Union, Employer will officially recognize
the Union as the Employees' exclusive collective bargaining representative.
9.Employer will not file a petition with the National Labor Relations Board for
any election in connection with any demand for recognition provided for in this agreement.
The Union and Employer will not file any Unfair Labor Practice charges with the National
Labor Relations Board or any other type of legal claim in connection with any act or
omission occurring within the context of this Agreement; arbitration under Paragraph 14
shall be the exclusive remedy. Union and Employer agree that if any other person or entity
petitions the National Labor Relations Board for any election as a result of or despite
recognition of the Union pursuant to this Paragraph, (a) Employer and Union each will
request that the NLRB dismiss the petition on grounds of recognition bar or, if they have
agreed to a collective bargaining agreement covering Employees at the time the petition is
filed, on grounds of contract bar, (b) if the petition is not dismissed, Employer and Union
shall agree to a full consent election agreement under Section 102.62(c) of the NLRB’s
Rules and Regulations, and (c) Employer and Union shall at all times abide by the provisions
of this Agreement.
10.If the Union is recognized as the exclusive collective bargaining
representative as provided in Paragraph 8, negotiations for a collective bargaining
agreement shall commence no later than 120 days from the date of recognition (or 45 days
from a request by the Union to bargain a successor contract for a contract that has an
impending expiration date) unless extended by mutual agreement by the parties. To ensure
labor peace throughout the collective bargaining process, if the Parties are unable to reach
agreement on a collective bargaining agreement within 9 months after recognition pursuant
to Paragraph 8 (or upon 4 months after commencement of bargaining for a successor
agreement), either party shall have the right to submit any unresolved issues for resolution
to final and binding arbitration pursuant to Paragraph 13. The arbitrator identified in
Paragraph 13 below shall be the Arbitrator, unless another Arbitrator is mutually agreed to
by the Parties. The Arbitrator shall be guided by the following considerations:
a)Proposals by the Parties during bargaining leading up to arbitration;
b)Size and type of the Employer's operations;
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Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
c)Ability of the employees, through the combination of wages,
hours and benefits, to earn a living wage to sustain themselves
and their families;
d)Employees' productivity;
e)Employment standards and conditions at comparable retail or other
licensed cannabis operations;
f)Customer focused concerns;
g)Responsible customer service in a clean and secure
environment that assures customer and worker safety;
h)A procedure that allows workers to raise and expeditiously resolve
workplace disputes;
i)Full Compliance with Local and State laws regulating cannabis
businesses;
j)Compliance with all labor and employment standards under
Federal, State and Local laws covering the employees of the
Employer; and
k) Any other relevant economic or non-economic factors which the
Parties have entered into evidence at the hearing.
11.In consideration of the covenants made herein, during the Term of this
Agreement, the Union shall not engage in any work stoppage, picketing, boycott or other
economic activity directed at the Employer's business (including, but not limited to any
strike, sympathy strike, “slowdown”, public hand billing, public display of banners,
demonstration directed at the employer, or refusals to handle merchandise (except as may
be permitted by applicable provisions of Cal/OSHA). During the Term of this Agreement,
Employer will not engage in a lockout of the Employees. If Employer lawfully recognizes
any union besides the Union as the exclusive collective bargaining representative of
Employees, this Agreement shall terminate immediately and without notice.
12.With the exception of trimming operations, once notice is given pursuant to
Paragraph 6 above, Employer shall ensure that any subcontractor who may be engaged to
do bargaining unit work shall be required to execute a LPA on the same terms as this
Agreement at the time of the subcontracting, if at the time it is not represented by an
exclusive bargaining agent. Noting in this section is intended to limit the scope of bargaining
over subcontracting, including that of trimming operations if/when the Union is recognized.
13.The Union will cooperate with the Employer in efforts before State and Local
Agencies on issues of common concern, including the licensing process, provided the
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Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
Employer complies with this Agreement and laws governing the rights of its workers. The
Employer will extend the same cooperation to the Union on issues of common concern.
14.The Parties agree that any disputes over the interpretation or application of
this Agreement shall be submitted to expedited and binding arbitration at a location to be
mutually agreed within 25 miles of the Covered Facility, with an Arbitrator mutually agreed
to by the Parties. If the Parties are not able to agree upon an arbitrator within 7 business
days, they shall request from the Federal Mediation and Conciliation Service a list of five
arbitrators who are members of the National Academy of Arbitrators and who have their
principal office in Southern California. The Parties shall, within 14 days of receiving the
list, select a permanent Arbitrator (“Arbitrator”) under this Agreement by alternately
striking two names from the list. The Arbitrator shall be the last remaining name on the list
after each side has stricken two names. The party to strike first shall be determined by coin
toss. The fourth name stricken from the list shall be the Alternate Arbitrator (“Alternate
Arbitrator”). The Arbitrator shall hear and decide all disputes submitted to arbitration unless
the Arbitrator is unavailable for a hearing within 30 days from the date of submission, but
the Alternate Arbitrator is available during such 30-day period, in which case the dispute
shall be submitted to the Alternate Arbitrator for hearing and decision. The Arbitrator (or
Alternate Arbitrator) shall conduct the arbitration according to the procedures established
by the American Arbitration Association. The Arbitrator (or Alternate Arbitrator) shall also
have the authority to order the noncompliant party to comply with this Agreement, including
both remedies in equity and law. The Parties hereto agree to comply with any order of the
Arbitrator (or Alternate Arbitrator), which shall be final and binding. The United States
District Court for the Central District of California shall have exclusive jurisdiction over
any action concerning arbitration under this Agreement. The Parties consent to the entry of
any order of the Arbitrator (or Alternate Arbitrator) as the order or judgment of the Court,
which includes the entry of findings of fact and conclusions of law.
15.This Agreement shall be in full force and effect (the "Term") from the date
it is fully executed by Employer and the Union until the earlier of: (i) two (2) calendar years
from the date of Employer's execution of the Agreement; (ii) or upon execution of a
collective bargaining agreement or issuance of an interest arbitration award which concludes
the collective bargaining agreement negotiations, either of which explicitly supersede this
document. Employer shall notify Union in writing when it has hired a sufficient number of
employees to become obligated to enter into a labor peace agreement under MAUCRSA
and/or an applicable local cannabis licensing ordinance. This Agreement may only be
extended by mutual agreement of the Parties in writing.
16.If any provision of this Agreement is deemed invalid or found to be contrary
to law by a court of competent jurisdiction, such provision shall be of no force or effect; but
the remainder of this Agreement shall continue in full force and effect. The Parties shall
meet and negotiate in good faith with respect to any provision found to be in contravention
of the law, not later than fourteen (14) days after a written request to do so by either party
with the goal of addressing the issue raised.
17.This Agreement will bind all legal successors to the Employer. Accordingly,
in the event of Employer's sale of a Covered Facility or a merger of Employer with another
entity that is taking over the operation of a Covered Facility, Employer will require, as a
CONFIDENTIAL AND PROPRIETARY
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Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
EXHIBIT A
Description of the bargaining unit
The job classifications will include all full time and regular part time hourly retail
sales and support dispensary employees of the Employer working at the Covered Facility.
The bargaining unit shall exclude all other employees including all managerial, supervisory
and confidential employees and all guards employed by the Employer working at the
Covered Facility as those terms are as defined by the National Labor Relations Act and
applicable decisions of the NLRB. Once a full complement of workers is hired at the
Covered Facility, Employer will notify Union within thirty (30) days of all Employee job
titles.
CONFIDENTIAL AND PROPRIETARY
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Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
EXHIBIT B
Dear Employees:
Our dispensary has been approached by United Food and Commercial Workers
International Union and its Local UFCW 8. The UFCW is a labor union that represents cannabis
workers throughout California. The Union has expressed an interest in organizing our employees.
We believe that it is in the best interest of our employees, guests, and clients to resolve the issue
of union representation as quickly as possible, and with minimum disruption. As required by
applicable law, and to avoid what could be a lengthy and disruptive campaign, we have signed a
Labor Peace Agreement with the Union. This letter will explain some basic terms of this
Agreement ("the Agreement").
The Labor Peace Agreement gives the Union an opportunity to hold a meeting with our
employees at the Facility on paid time to discuss unionization. We will also be providing the
Union with a list of our employees' names, phone numbers, email addresses and home addresses
where they can contact you.
The Labor Peace Agreement guarantees employees the right to form or select a labor
organization to act as their exclusive representative for the purpose of collective bargaining with
their employer, or to refrain from doing so. Because the decision to join or not join the Union is
yours to make, management will not be commenting on the matter. All managers and supervisors
have been affirmatively instructed in their obligations under this agreement.
Union representatives will also have the opportunity to contact Employees in the near
future. The Union representative will explain the benefits of joining the Union and will ask each
employee if he or she wants to join the Union. If an employee wants to join the Union, he or she
will be asked to sign a card that states that they want the Union to represent them. By signing this
authorization card, you are selecting the Union to serve as its exclusive collective bargaining
representative.
If an outside, neutral third party confirms that the Union has obtained signed authorization
cards from a majority of the employees working at this Facility, we will recognize the Union as
our employees' exclusive collective bargaining representative and will meet with the Union to
negotiate in good faith over the terms of a collective bargaining agreement.
I have written this letter to maintain our tradition of open, forthright communication.
Again, the decision of whether or not to join the Union is your decision alone.
Sincerely,
/s/
CONFIDENTIAL AND PROPRIETARY
9
Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
EXHIBIT C
(After-Acquired Location Agreement)
The Parties do hereby agree as follows:
1. The undersigned are Parties to the attached Labor Peace Agreement ("Agreement"), dated
_________________, 20__. Paragraph 1 of the Agreement provides for the extension of
that Agreement to the bargaining unit employees working at any facility within Union's
geographic jurisdiction where the Employer has applied for the requisite licenses to operate
a cannabis business during the Term. By signing below, the Parties hereby extend the
Agreement to cover the regular full time and regular part time employees working in the
bargaining unit job classifications working at the following location:
Name: _______________________________________________________________
DBA (if any): __________________________________________________________
Address: _____________________________________________________________
_________________________________________________________CA 9________
2. This Agreement shall be in full force and effect from the date it is fully executed by
Employer and the Union until the earlier of: (i) five (5) calendar years from the date of
Employer's execution of the Agreement; (ii) or upon execution of a collective bargaining
agreement or issuance of an interest arbitration award which concludes the collective
bargaining agreement negotiations, either of which explicitly supersede this document.
FOR THE EMPLOYER:
By:
Title:
Date: _________________________
FOR UFCW LOCAL 8
By: _____________________
Title: ___________________
Date: __________________
CONFIDENTIAL AND PROPRIETARY
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Tradecraft Farms Fresno – Chinatown, LLC Neighborhood Compatibility Plan
TABLE OF CONTENTS
3.1. Response to Complaints ....................................................................................................... 3
i.Noise ................................................................................................................................ 3
ii.Light ................................................................................................................................. 4
iii.Odor ................................................................................................................................. 5
iv.Litter ................................................................................................................................. 5
v.Vehicle Traffic ................................................................................................................. 5
vi.Pedestrian Traffic ............................................................................................................. 6
3.2. Nuisance and Impact Management ...................................................................................... 6
3.3. Odor Mitigation ................................................................................................................. 11
3.4. Potential Sources of Odor .................................................................................................. 11
3.5. Odor Control Devices and Techniques .............................................................................. 12
3.6. Staff Odor Training and System Maintenance ................................................................... 12
3.7. Waste Management Plan .................................................................................................... 13
CONCLUSION ............................................................................................................................. 14
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Tradecraft Farms Fresno – Chinatown, LLC Neighborhood Compatibility Plan
Tradecraft Farms Fresno – Chinatown, LLC, d.b.a. Tradecraft Farms (the “Company”), is
composed of seasoned cannabis industry professionals whose collective experience operating
licensed cannabis businesses in California makes them wise beyond their years. Our executive
team prides itself on establishing authentic and meaningful relationships with the communities in
which they operate and is committed to bringing their family and community service-oriented
ethos to the City of Fresno. It is our goal to operate an inclusive, elevated storefront cannabis retail
business in the City of Fresno that seamlessly integrates into its surrounding neighborhood. It is
our goal to establish relationships with the local community that are truly symbiotic.
Accordingly, Tradecraft Farms will manage operations in a manner that mitigates potential
nuisance or is detrimental to public health, safety or convenience. Furthermore, the Company will
be mindful of the welfare of the greater Fresno community, and of people residing, working,
visiting, or recreating near its business. The following policies, which collectively constitute our
“Good Neighbor Plan,” are in place to demonstrate how the Company will satisfy its commitment
to being a good neighbor, and how we will manage our staff and business operations in order to
eliminate the possibility of negatively impacting the Chinatown neighborhood.1
3.1. Response to Complaints
i.Noise
In an effort to avoid any noise disturbances to our neighbors and community, Tradecraft Farms
will abide by the following policies:
●Exterior sounds that may emit from the cannabis retail business during regular business
hours will not exceed 65 decibels (“dBa”) and will not exceed 60 dBa when the business
is closed. We will make sure interior sounds do not exceed 50 dBA.
●If the noise level is continuous and goes beyond the reasonably allotted time, security will
work with the Onsite Manager to ensure the noise is discontinued or stopped for a time
period to the allowable exterior and interior sound level.
●Sounds associated with the maintenance of the cannabis retail business will be exempt from
the above measures, but the Company will ensure these activities occur between the hours
of 7:00 a.m. and 6:00 p.m. every day. Relatedly, sounds associated with the maintenance
and inspection of emergency machinery, vehicles, or alarms will only occur between the
hours of 7:00 a.m. and 6:00 p.m., Monday through Friday.2
●At all times we will ensure that operations are compliant with the Fresno Noise Ordinance
as set for in Fresno Municipal Code (“FMC”), Chapter 10, Article 1.
1 FMC § 9-3307(d)(8).
2 FMC § 10-109.
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Tradecraft Farms Fresno – Chinatown, LLC Neighborhood Compatibility Plan
We will give all neighboring businesses the Onsite Manager’s information to whom notice
of any complaint can be provided, as well as the name and telephone number of an owner or
manager of the Company. If the Company receives complaints of noise that is deemed outside of
the parameters of the above, we will address the problem within an hour.
ii.Light
Outdoor lighting systems shall be designed and installed to comply with the following:
●The minimum requirements in the California Energy Code for Lighting Zones 1-4 as
defined in Chapter 10 of the California Administrative Code;
●Backlight, Uplight, and Glare (“BUG”) ratings as defined in IES TM-15-11; and
●Allowable BUG ratings not exceeding those listed in the FMC.
The only exceptions to the above outdoor lighting system requirements will be the
following:
●Luminaires that qualify as exceptions in Section 140.7 of the California Energy Code;
●Emergency lighting;
●Building façade lighting meeting the requirements in Table 140.7-B of the California
Energy Code, Part 6; and
●Custom lighting features as allowed by the local enforcing agency.
For both interior and exterior lighting, we will utilize standard management practices and
technologies for reducing glare, light pollution, and light trespass onto adjacent properties, and
shall ensure compliance with the following standards:
●Exterior lighting systems will be provided for security purposes in a manner sufficient to
provide illumination and clear visibility to all outdoor areas of the cannabis retail business,
including all points of ingress and egress. Exterior lighting shall be stationary, fully
shielded, directed away from adjacent properties and public rights of way, and of an
intensity compatible with the neighborhood. All exterior lighting shall be California
Building Code and Fresno Municipal Code (“FMC”) compliant.3
●Outdoor lighting shall utilize energy-efficient fixtures/lamps, such as high-pressure
sodium, hard-wired compact fluorescent, or other lighting technology that is of equal or
greater energy efficiency.
●Interior light systems shall be fully shielded, including adequate coverings on windows, to
confine light and glare to the interior of the structure. The windows will also be tinted to
help reduce light trespassing.
3 FMC § 9-3310(b)(1)(iv); FMC §15-2508.
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Tradecraft Farms Fresno – Chinatown, LLC Neighborhood Compatibility Plan
We will give all neighboring businesses the contact information for the Regional Director
of Community Relations and Social Policy information as well as the name and telephone number
of the Manager to whom notice can be provided in the event of a complaint regarding light
pollution that is deemed outside of the parameters of the above. If the Company receives a
complaint, Tradecraft Farms will respond within 48-hours.
iii.Odor
Tradecraft Farms takes odor detection seriously. As described below, we make significant
efforts to ensure that neighbors are unable to detect and odors from the premises. The Odor
Detection Form, included as Exhibit A, shall be provided to anyone who suspects objectionable
odors emanating from inside the cannabis retail business. The Odor Detection Form will be made
available onsite by request. We will maintain records of all odor detection notifications and/or
complaints that include the remediation measures employed. The records shall be made available
to the City upon request and maintained for seven (7) years.
iv. Litter
Tradecraft Farms will ensure outdoor trash receptacles are available near all exterior doors
of the cannabis retail business, and the business will be regularly maintained in a safe, clean, and
orderly condition. To ensure cleanliness, we will perform litter pick‐up twice a day, within 50 feet
of the premises. This will include inspections for graffiti, which will be removed within 24 hours
of detection.
v.Vehicle Traffic
Our proposed retail cannabis business will be located on a property that will have the
requisite parking spaces required by the city. The proposed storefront cannabis retail premises at
925-929 China Alley is 3,198 square feet, which requires eight (8) parking spaces per City
requirements. We have access to 37 shared parking spaces, which far exceeds the required amount
of parking. Even so, we will make significant efforts to ensure that vehicle and pedestrian traffic
flow efficiently and do not have a negative impact on neighboring businesses. Once construction
of the high-speed railway is complete, we look forward to further-reduced traffic impacts because
visitors will be able to easily access Tradecraft Farms’ retail business via rail.
We look forward to becoming an integral part of the City’s revitalization of Chinatown and
are confident that increasing pedestrian foot traffic around China Alley will both encourage
Tradecraft Farms’ customers to visit other nearby businesses and improve overall commerce and
safety in Chinatown.4
Tradecraft Farms does not anticipate any issues with neighboring businesses due to parking
or increased vehicle traffic from customers and patients visiting the cannabis retail business.
4 FMC § 9-3307(d) (5-6).
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Tradecraft Farms Fresno – Chinatown, LLC Neighborhood Compatibility Plan
Should any parking or traffic issue arise, a manager will work to address the community’s concerns
and facilitate a workable solution.
vi.Pedestrian Traffic
Tradecraft Farms will strive to contain all pedestrian traffic within the premises’ lobby and
retail sales areas. We will be able to have three (3) customers waiting in the lobby and will have
no more than three (3) customers for every one (1) employee in the retail area at a given time, with
a maximum of twelve customers allowed on the sales floor at once, given that there are four (4)
Point-of-Sale terminals/cashier stations.
To mitigate loitering and pedestrian overflow we will offer express pick-up orders, and to
the extent allowed by the City, Curbside pickup during the pandemic. These expedited services
will help keep the flow of pedestrian traffic running smoothly and efficiently. The following
describes the process that customers and patients will go through when entering the cannabis retail
business:
●Customers enter the cannabis retail business via the lobby, and our reception employees
verify the age and status of customers.5
●Validated customers enter the retail sales area and (i) interact with our employees, (ii)
observe securely displayed cannabis and cannabis products, and (iii) have limited and/or
supervised interaction (touching, smelling, etc.) with securely displayed cannabis and
cannabis products.
●Validated customers (i) purchase and take possession of processed orders of cannabis
products at the Product Point-of-Sale Stations or (ii) return cannabis products that may be
adulterated to the Company at the Point-of-Sale stations.
●After finishing their business purpose for visiting the cannabis retail business, customers
are directed by employees to securely exit the cannabis retail business.
A security guard will also walk the perimeter of the building every hour to ensure that no
loitering occurs, and that no customers are inhibiting other pedestrians from leaving the premises
or accessing other businesses in the area.6 If the lobby is at capacity, staff will kindly ask customers
who are willing to wait to provide a phone number and wait in their vehicles. Once space in the
lobby becomes available customers will be called and invited to enter the cannabis retail premises.
3.2. Nuisance and Impact Management
Tradecraft Farms’ Owners are entrepreneurs with experience founding business ventures
across multiple industry sectors, and currently own and operate licensed cannabis storefront
5 FMC § 9-3310(a)(3).
6 FMC § 9-3310(b)(2)(vi).
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Tradecraft Farms Fresno – Chinatown, LLC Neighborhood Compatibility Plan
retailers with outstanding reputations in their communities. We begin to build this reputation
before we even have a location because Tradecraft Farms believes that neighborhood compatibility
starts with site selection.
The proposed location for Tradecraft Farms’ cannabis retail business is in an existing
historical building on China Alley, in the heart of Fresno’s Chinatown District. The site is zoned
DTN (Downtown Neighborhood) and is not located within an 800-foot radius of any sensitive uses
such as schools, daycares, or youth centers. As identified in the Zoning Inquiry Letter, the property
is appropriately zoned for a commercial cannabis retail business. The location is a standalone
historic building. The lots immediately adjacent include an empty unimproved lot, a parking lot,
two takeout food establishments, and a vacant building.
We plan to improve the existing building while honoring the historic significance of the
former Bing Kong Association Headquarters. Built in 1900, the building was originally a meeting
place and hosted Chinese opera performances and speeches. It is one of only a few historic
Chinatown buildings remaining. Tradecraft intends to preserve the historic architecture as much
as is structurally possible by only making minor cosmetic improvements to the façade of the
building and. The inside of the building will undergo substantial improvements in order to comply
with applicable California building and safety code and commercial cannabis regulations. In
planning for the premises remodel, we intend to restore the building to its former glory and turn
the long-vacant building into a destination.
The vision for the location is to update the exterior of the building in a way that restores
the building while providing deference to its historical status. Tradecraft Farms will preserve the
building’s seamless integration with the historical character of Chinatown, including leaving the
original Bing Kong sign on the alley. When approaching the store building from the street, the
entrance to the lobby will appear to be an entrance to a traditional Chinese herb shop, which has a
rightful and expected place on China Alley. Customers will then pass through a book-case to enter
the retail sales area and the full Tradecraft Farms retail experience, complete with its bright and
colorful décor. This design is unique for the Tradecraft Farms team. The Company chose this
concept specifically for the Chinatown location to honor the special historical significance of the
Bing Kong building, while also providing reliability of the Tradecraft Farms experience that
customers have come to trust at our other locations. One hundred and thirty years ago the building
was designed with gathering and performance in mind, and we hope to honor that with a bit of
performance flare by Tradecraft Farms.
In addition to carefully planning the building design and vision, Tradecraft Farms selected
its China Alley location with the future direction of the neighborhood in mind. The state of CA is
currently developing the Fresno to Bakersfield section of its approved high-speed railway, the first
phase of the project. The approximately 114-mile project section will provide essential connections
between the Central Valley, the Silicon Valley and ultimately, the Los Angeles Basin to stations
in Downtown Fresno and Downtown Bakersfield. These station locations will help provide new
economic opportunities in these downtown areas and provide easy connections to local and
regional businesses and academic institutions.
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Tradecraft Farms Fresno – Chinatown, LLC Neighborhood Compatibility Plan
Once construction of the applicable segment of the high-speed railway is complete, there
will be a stop at Tulare Street around the corner from Tradecraft Farms’ proposed China Alley
site. Tradecraft Farms looks forward to helping Chinatown become a destination and incentivizing
visitors to exit the train to stop in Chinatown to patronize Tradecraft Farms and other surrounding
local businesses.
Thus, the building, and the cannabis retail business therein, will be compatible with the
surrounding character of the neighborhood and will reasonably blend in with existing buildings
and the neighborhood..7
As part of our Good Neighbor Policy, we will implement and enforce the following
operational requirements to prevent our storefront cannabis retail business from becoming a public
nuisance:
●A Manager, to whom emergency notice can be provided, will be present in the cannabis
retail business at all times during hours of operation. Tradecraft Farms will also provide
employees, the City, and local businesses and residents with the name and telephone
number of Manager to whom emergency notice may be provided twenty-four (24) hours a
day. Contact information for Manager(s) shall be made readily available both via the
Company’s website and on file with the City and State.8
●Tradecraft Farms will provide the City and all businesses and residences located within
one hundred fifty (150) feet of the cannabis retail premises with the name, telephone
number, and email address of a Manager to whom notice of problems associated with the
business can be provided. The Manager will respond to any such complaints within forty-
eight (48) hours of receipt of any complaint.
●The Company will prominently display a copy of its State and City-issued permits in a
conspicuous location visible and accessible to customers and the public.9
●At no time shall any of the following items be allowed in the cannabis retail business or on
the property grounds: (i) any controlled substance, other than cannabis; (ii) any
paraphernalia used for the ingestion of any type of controlled substance, including cannabis
(except for cannabis accessories for incidental retail sale to customers); (iii) alcoholic
beverages; or (iv) firearms, except in strict compliance with federal, state, and city laws
and regulations. These prohibitions will be strictly enforced by employees and security
personnel.
●All retail cannabis products shall be cultivated, manufactured, and distributed by licensed
businesses that maintain operations in full conformance with state and local regulations.10
7 FMC § 9-3307(e) (1-2).
8 FMC § 9-3309(g).
9 FMC § 9-3309(k).
10 FMC § 9-3309(f).
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Tradecraft Farms Fresno – Chinatown, LLC Neighborhood Compatibility Plan
●To track and report on all aspects of the cannabis outlet, Tradecraft Farms will have in
place a point-of-sale or inventory management tracking system, which shall have the
capability to produce historical transactional data for review and be in compliance with
METRC, the State’s track-and-trace system.11
●Tradecraft Farms will not sell alcoholic beverages or tobacco at the cannabis retail business
and will prohibit the smoking, vaporization, ingestion, or consumption of alcohol, tobacco,
or cannabis in any form at the cannabis retail business and on the cannabis retail business
premises.12 No employee shall be under the influence of alcohol or drugs while on the
premises.
●The Company will not have an onsite physician evaluating patients for issuance of a
medicinal cannabis recommendation or identification card and we will not give or offer to
give any form of remuneration to a physician if the physician or his or her immediate family
have a “financial interest” (as that term is defined in Section 650.01 of the California
Business and Professions Code (“B&P Code”) in the Company.13
●Tradecraft Farms will not distribute any form of advertising for physician
recommendations for medicinal cannabis unless the advertisement bears the notice
contained in Section 2525.5 of the B&P Code.
●We will not employ any person under 21 years of age at the cannabis retail business. We
will not allow any individual under the age of 21 in the cannabis retail business unless the
individual has a medical recommendation and is over the age of 18.14 Signage will be
posted at the entrance to the business stating that:
“No person under the age of 21 is permitted to enter the premises for adult-use sales”; and
“no person under the age of 18 is permitted to enter the premises.” Persons 18 and over
will only be permitted to enter the premises if they possess a valid physician’s
recommendation for medicinal cannabis.15
●Tradecraft Farms will not discriminate or deny service to any patrons in violation of local,
State, or federal laws and regulations.
●The Company will ensure that no outdoor storage of cannabis or cannabis products occurs
at the cannabis retail business at any time and that cannabis or cannabis products, or
graphics depicting cannabis or cannabis products, are not visible to the naked eye from the
11 FMC § 9-3309(e).
12 FMC § 9-3309(a-c).
13 FMC § 9-3310(a)(2).
14 FMC §§ 9-3309(i)(1, 4).
15 FMC § 9-3309(i)(2-3).
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Tradecraft Farms Fresno – Chinatown, LLC Neighborhood Compatibility Plan
exterior of our business premises. Furthermore, cannabis products, or graphic descriptions
thereof, will not be visible within or on our delivery vehicles.16
●All areas recorded by the video surveillance system will at all times have adequate lighting
to allow the surveillance cameras to effectively record images.
●All exterior windows, doors, loading and unloading docks or bays, and any points of
ingress or egress into the cannabis retail business will be secured from unauthorized entry
by commercial grade, nonresidential locks, and in a manner approved by the Fresno Police
Department. The exterior of each of the foregoing areas will be illuminated during evening
and early morning hours. The ingress and egress points of any storage areas for cannabis
or cannabis products will be locked and secured at all times, and under the control of and
accessible only by authorized personnel.
●All waste generated by or resulting from commercial cannabis activities shall be disposed
of as required by law and pending disposal shall be stored in a locked and secure area that
is under the control of and accessible only by authorized personnel.
●We will employ odor control devices and techniques to ensure that odors from cannabis
and cannabis products are not detectable offsite of the cannabis retail business.17
●Signage for the cannabis retail business will comply with the Fresno Municipal Code,
including, but not limited to, seeking the issuance of a sign permit, if required.18
●We will provide the following verbal (or written agreement) notices to customers and post
notices in a minimum of 24-point font conspicuously within the cannabis retail business:
o “The sale or diversion of cannabis or cannabis products without a license issued by
the City of Fresno is a violation of State law and the Fresno Municipal Code.”
o “Secondary sale, barter, or distribution of cannabis or cannabis products purchased
from a licensee is a crime and can lead to arrest.”
o “Customers must not loiter in or near these premises and may not consume cannabis
or cannabis products in the vicinity of this business or in any place not lawfully
permitted. These premises and vicinity are monitored to ensure compliance.”
o “WARNING: The use of cannabis or cannabis products may impair a person’s
ability to drive a motor vehicle or operate heavy machinery.”
o “CALIFORNIA PROP. 65 WARNING: Smoking of cannabis and cannabis-
derived products will expose you and those in your immediate vicinity to cannabis
smoke. Cannabis smoke and certain chemicals contained in cannabis are known to
16 FMC § 9-3309(d).
17 FMC § 9-3309(j).
18 FMC § 9-3309(h)(1).
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Tradecraft Farms Fresno – Chinatown, LLC Neighborhood Compatibility Plan
the area. To further reduce cannabis odors, all cannabis products will be stored in sealed packages,
as required by State law, apart from a small quantity used for display purposes.
3.5. Odor Control Devices and Techniques
An exhaust and ventilation system will be utilized to prevent both odors within the cannabis
retail business areas, and off-site odors. The cannabis retail business’ operations shall not create
dust, noxious gasses, odor, smoke, unsafe conditions, or other impacts that create a public nuisance
or adversely affect the health or safety of the nearby residences or businesses. The industry
standard for air filtration calls for an activated carbon filtration system, photo catalytic oxidation
(“PCO”), or a similar air-scrubber system. These systems greatly reduce or eliminate odors that
can be associated with cannabis products. For the proposed cannabis retail business, the
configuration and design of the filtration system will be finalized during the building permit phase
to allow for City input, thereby ensuring that the proper system is utilized. The filtration system
ultimately installed will ensure that odors from cannabis are mitigated in the following locations:
(i) off-site; (ii) adjacent properties; (iii) any public rights-of-way; and (iv) common tenant areas.22
Plans for the Company’s odor-combatting filtration system will be submitted to the City
for approval. The air-scrubbing filtration system works to remove unwanted odors and impurities.
The system creates negative pressure between the cannabis retail business interior and exterior,
thus keeping any odors inside the cannabis retail business and not detectable from the outside.
Meanwhile, a carbon-zeolite mixture and a true medical HEPA filter absorb and remove odors and
gases.
All areas of the premises will have sufficient ventilation to facilitate proper cannabis
products storage and to provide a reasonable condition of comfort for each employee, consistent
with their job. Restrooms shall be vented to the outside air by means of an openable, screened
window, an air shaft, or a light-switch activated exhaust fan, consistent with building codes.
3.6. Staff Odor Training and System Maintenance
Tradecraft Farms incorporates and maintains adequate odor control measures such that the
odors of cannabis cannot be detected from outside of the structure in which the business operates.
We will regularly inspect and maintain its air filtration system to ensure that the odor mitigation
system remains functional. We will also train staff in procedures and protocols for air quality and
odor control, including procedures to implement when odors above baseline are detected,
appropriate emergency response procedures for potentially harmful or noxious odors, best
practices for minimizing the release of odors outside the cannabis retail business and for ensuring
proper ventilation, and practices to ensure that the filtration system is on and functioning properly.
The odor mitigation systems and plans will be updated regularly to maintain consistency with
accepted and available industry specific technologies designed to effectively mitigate cannabis
odors.
22 FMC § 9-3309(j).
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Tradecraft Farms Fresno – Chinatown, LLC Neighborhood Compatibility Plan
We will take all necessary precautions to ensure odors do not escape the premises. This
includes intaking only pre-packaged cannabis and cannabis products. The combination of
packaged products, and sophisticated filtration significantly reduces the possibility of any odors
escaping the premises.
The Company will train employees on how to detect, prevent, and remediate odor outside
the cannabis retail business and all corrective options outlined herein. Should complaints about
objectionable off-site odors be received, complaints will be recorded, and staff will be trained to
take the following steps: (i) investigate the likely source of the odor; (ii) utilize on-site management
practices to resolve the odor event; (iii) take steps to reduce the source of objectionable odors; (iv)
determine if the odor traveled off-site by surveying the perimeter and making observations of
existing wind patterns; and (v) document the event for further operational review. If staff is unable
to take steps to reduce the odor-generating source, they are to immediately notify a Manager, who
will find an appropriate resolution. If necessary, we will re-engage a licensed certified engineer or
HVAC professional to review the issue and make recommendations for corrective action(s).
3.7. Waste Management Plan
The Company will destroy cannabis waste and by-products using a third-party waste hauler
or by making arrangements with a licensed distributor to have cannabis products destroyed.
Products will be eligible for destruction under the following circumstances: (i) if the cannabis
products went unused; (ii) if internal quality control assessments determine that the cannabis
products are unusable; (iii) if the cannabis products are subject to recall; or (iv) if the cannabis
products have been. The Onsite Manager will log the following information into the waste
management log before putting the prospective waste into the third-party waste hauler’s bin:
●Name and type of the cannabis goods;
●Unique identifier of the cannabis goods;
●Amount of the cannabis goods, by weight or count;
●The total wholesale cost of the cannabis goods, as applicable;
●The date the product was put into the waste bin; and
●Name and license number of the distributor involved in the activity or transaction.
We will render cannabis or cannabis goods unrecognizable and unusable for all practical
purposes. The rendering of cannabis products into cannabis waste shall be recorded by video
surveillance cameras on site. Following the destruction of any cannabis products, an inventory
record shall be generated from the third-party waste hauler with the following information:
●The reason the cannabis products were destroyed;
●The manner in which the cannabis and cannabis products were destroyed;
●The amount of cannabis products destroyed;
●The date and time upon which the cannabis products were destroyed; and
●Persons present during the destruction of the cannabis products.
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Tradecraft Farms Fresno – Chinatown, LLC Neighborhood Compatibility Plan
Tradecraft Farms intends on using a full-service third-party waste hauler for the collection
and disposal of cannabis waste.
All authorized Tradecraft Farms employees will be trained in the waste management
procedures. We will ensure that employees destroy cannabis products on-site to prepare them for
collection and disposal by our contracted waste hauler, pursuant to the following operational
procedures:
●Our Managers, along with at least one other staff member authorized to handle cannabis
products acting as witnesses, will be present prior to the destruction of any cannabis
products.
●Before the actual destruction of any cannabis products, the General Manager and other
authorized personnel shall photographically depict the cannabis products as originally
packaged.
●After photographing the cannabis products as originally packaged, the assigned personnel
will transform the cannabis products into a cannabis waste by rendering the cannabis
products unrecognizable and unusable for all practical purposes.
●The rendering of cannabis and cannabis products into cannabis waste will be recorded on
the video surveillance system.
●Our contracted waste management vendor will provide a secure lockable storage bin for
all waste earmarked for destruction. The bin is designed to ensure that, with proper use, no
enclosed cannabis waste will cross contaminate cannabis products available for retail sale.
●The cannabis waste bin will be located and kept in a secure limited-access storage area that
can only be accessed by authorized personnel using a electronic keycard (or code on a
keypad), and a high-resolution video camera will be positioned to record a clear view of
the cannabis waste storage bin so that any potential tampering is monitored and recorded.
●Upon commencement of operations, Tradecraft Farms will assess its waste hauling needs
and establish a cannabis waste pick-up schedule that accommodates the volume of cannabis
waste it regularly produces. We expect to produce minimal cannabis waste and anticipate
arranging for pick-ups by an authorized third-party waste hauler as needed.
CONCLUSION
As demonstrated in this Neighborhood Compatibility Plan, Tradecraft Farms is committed
to ensuring the only impact we have on our surroundings is positive. We are concerned with
ensuring that we maintain a safe, clean, odor-free premise that is welcoming to patients and
customers. To ensure our compatibility, we will make sure that management personnel are easily
accessible to our neighbors (either in-person or via telephone), and that community concerns are
addressed timely and tactfully. We will provide a 24-hour contact to ensure that complaints or
15
Tradecraft Farms Fresno – Chinatown, LLC Neighborhood Compatibility Plan
concerns are addressed timely. We look forward to becoming a part of the Fresno community and
are grateful for the opportunity to demonstrate our compatibility.
16
Tradecraft Farms – Chinatown, LLC Neighborhood Compatibility Plan
Exhibit A
Odor Detection Form
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Tradecraft Farms Fresno - Chinatown, LLC
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SECTION 4: SAFETY PLAN
TRADECRAFT FARMS FRESNO - CHINATOWN, LLC
925-929 CHINA ALLEY
FRESNO, CA 93706
PREPARED BY
REAX E NGINEERING
DECEMBER 1, 2020
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Table of Contents
1 Project Overview ............................................................................................................................ 2
2 Consultant Qualifications ................................................................................................................ 2
3 Accident and Incident Reporting ..................................................................................................... 4
4 Evacuation Routes .......................................................................................................................... 8
5 Fire Extinguishers and Fire Suppression Equipment ....................................................................... 9
6 Procedures and Training for Emergencies ..................................................................................... 11
7 General Building Fire and Life Safety Summary ........................................................................... 12
8 Future Modifications..................................................................................................................... 17
9 Conclusion.................................................................................................................................... 17
Appendix A: Evacuation Diagram ........................................................................................................ 18
Appendix B: Premises Safety Diagram ................................................................................................. 19
Appendix C: City of Fresno Commercial Cannabis Application Evaluation Criteria ............................. 20
1 Project Overview
The project includes a tenant improvement (TI) to an existing building to develop a retail cannabis
dispensary facility for Tradecraft Farms Fresno - Chinatown, LLC (company) located at 925-929
China Alley in Fresno, CA. The proposed tenant space is approximately 3,198ft². The building
was constructed in 1938.
This written plan considers all credibly possible fire scenarios which are mitigated by shortened
egress travel distances. No reportable amounts of hazardous material will be located on site per
CFC Section 407. No inhalation issues/threats are typically associated with mercantile operations.
No testing or other processes are performed on site that require any hazardous gases, pesticides, or
chemicals, other than common cleaning and housekeeping supplies found in most retail
establishments. The plan will review the overall building fire and life safety features as well as
emergency responder access to the facility.
2 Consultant Qualifications
Reax Engineering has extensive experience in cannabis growing, manufacturing, and distributing
in California, Nevada, and Oregon. Ronnie Thomas, FPE (Fire Protection) has been involved in
both the development and peer review of various cannabis-related occupancies. He has presented
on the fire and life safety aspects of the cannabis industry to the Society of Fire Protection
Engineers Annual Conference, as well as to other regional and local entities. Ronnie is active
both as a design engineer and 3rd party reviewer for private clients and municipalities with
cannabis projects. He earned his M.S. in Fire Protection Engineering from Worcester Polytechnic
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Institute and is a licensed Fire Protection Engineer in California (FP 1985) and Nevada (PE
25226). See Appendix C: Application Evaluation Criteria, Item 4.1
Figure 1: Project location
Figure 2: Project site location
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2.1 Applicable Codes, Standards and References
This review is based upon the requirements of the following codes and standards:
• 2019 California Building Code (CBC)
• 2019 California Electrical Code (CEC)
• 2019 California Mechanical Code (CMC)
• 2019 California Fire Code (CFC)
• City of Fresno Application Procedures & Guidelines for a Commercial Cannabis Business Permit
dated October 19, 2020
• Fresno Municipal Code, Section 9-3310, Operating Requirements for a Cannabis Retail Business
• Fresno Municipal Code, Chapter 10, Article 5, Fire Prevention
3 Accident and Incident Reporting1
The Company’s accident and incident reporting policy is designed to outline the purpose and
procedure for reporting any accidents concerning personnel or customers at the facility. The
Company is committed to enforcing all health and safety guidelines to avoid such occurrences and
expects employees to comply. However, accidents are sometimes inevitable. The Company
provisions in this case are to ensure all accidents are reported timely so they may be investigated,
and so preventative measures can be reviewed and reinforced as applicable.
This accident report policy affects all employees, customers, independent contractors, or other
entities on the premises.
On-the-job accidents that must be reported include any incidents that may cause minor or severe
injuries or accidents. Accidents must be reported as soon as possible to provide immediate care.
The sooner the cause or details of the accident are identified, the sooner the Company can
establish preventative measures for the future.
In accordance with the requirements of Cal OSHA 29 CFR 1910.35, 1910.36, and 1910.37, the
following guidelines have been established to inform and train employees about emergency escape
procedures, fire detection, fire prevention, protection and suppression activities, personnel
accountability, medical and rescue responsibilities, and responses to other hazardous situations.
Employees are expected to know how to initially respond to an emergency situation. Appropriate
responses may be as simple as evacuating the area, summoning additional assistance, mitigating
the hazard, or assisting a co-worker or customer in cases of accident, fire, illness, or injury.
1 Section corresponds to City of Fresno’s Commercial Cannabis Business Permit Application Evaluation Criteria
Item 4.2. See Appendix C: Application Evaluation Criteria, Item 4.2, for reference.
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The Emergency Action Plan will be made available to all employees upon request. A copy of the
plan will be kept on premises at all times.
3.1 Reportable Incidents
The Company encourages employees to report all accidents no matter how minor. Accidents that
involve very minor injuries like small cuts, non-extensive bruises etc., that would not normally
require any action on behalf of the company do not have to be reported, although employees can
report them if they want with no repercussions. Accidents that involve (or could have involved)
more severe injuries which require further investigation and action from the Company must be
fully reported. Employees are obliged to report any of the following:
• fatalities
• damage to the head, skull, and face
• damage to any of the senses (e.g. partial or complete loss of hearing, sight etc.)
• incapacitation or dislocation of limbs that hinder functionality and movement (including
paralysis and amputation)
• damage to the skin (e.g. extensive burns, bruises, or cuts)
• blows or injuries to the spine, back and ribs
• harm to the nervous system or loss of consciousness through electrocution, hypothermia
etc.
• poisoning
• contamination from hazardous substances or transmission of diseases
• any other injury that requires hospitalization or medical care
The accident must be reported immediately since insurance benefits may have to be approved after
the investigation, particularly when the accident victim requires medical coverage.
Employees are also required to report occurrences that may not have involved injuries or victims
but could be potentially dangerous in that respect if repeated. These include but are not limited to:
• slippery surfaces
• water or gas leaks
• breaking of window glasses or frames
3.2 Calling for Help
Employees will be trained to call for help if a person:
• is unconscious or unresponsive
• has trouble breathing or is breathing in a strange way
• has chest pain or pressure
• is bleeding severely
• has pain or pressure in the abdomen that does not go away
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• is vomiting or passing blood
• is having or has had a seizure
• has a severe headache, slurred speech, tingling fingers, and/or dizziness
• has ingested poison or suspected poison
• is having an alcohol or drug related abuse or reaction
• has injuries to the head, neck, or back
• has injuries involving suspected broken bones, sprains, or dislocations
• has experienced an electrical shock
Employees will be trained to call the Police if the following is witnessed:
• fire or explosion
• downed electrical wire
• significant flooding
• hazardous material incident
• suspicious odor of gas
• motor vehicle accident
• rescue activity
The Emergency Action Plan shall be reviewed annually and will be changed sooner if any
Facilities employee identifies problems. Concerns or corrective measures shall be referred to the
Office of Environmental Health & Safety or to a representative of the Environmental Health &
Safety Committee.
3.3 Fire Reporting Procedures
The following procedures shall be followed when someone discovers a fire in the building,
regardless of how large the fire is:
1. Close the door to the room where the fire is located. This will confine the fire to a smaller
area.
2. Activate the closest fire alarm system. Pull stations are usually located next to an exit or
stairwell door
3. Phone 911 to report the location of the fire. You or someone you designate must make the
telephone call from a safe location as quickly as possible. Once you have given the
dispatcher the information, wait until the dispatcher hangs up before you hang up because
the dispatcher may need more information.
4. Extinguish or Evacuate
If the fire is small and you have been trained to use the fire extinguisher, personnel may attempt to
put the fire out pursuant to the Use of Fire Extinguishers protocols. If employees have not been
trained to use the fire extinguisher or if fire is too large to extinguish, they should evacuate the
building and:
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1. Go to the closest exit and proceed directly to your assigned area away from the building.
The front of the building is the pre-designated area to meet for accountability reasons.
2. Notify others on your way out that this is a real fire but do not stop to force their
evacuation.
3. Wait to be accounted for and stay in the area so that the fire department or police can ask
questions about the building or fire.
4. If you have knowledge of the fire, such as location, size or cause, or if you are aware of a
person trapped, immediately notify the first responders.
Do not re-enter the building, until:
1. The fire alarm has been silenced, and
2. The fire or police department has indicated that it is acceptable to re-enter.
3.4 Accident Reporting Procedures
When an employee witnesses or is involved in an incident they must report it to their immediate
supervisor, HR department (personally, or by writing or by phone if the accident occurred
remotely) or through an online system if applicable, within one week. If the employee anticipates
an accident due to perceived negligence or inadequate safety, they must notify their supervisors or
HR department as soon as possible so the accident can be prevented.
Depending on the incident, official forms may have to be completed and submitted. The accident
and any sustained injuries will be recorded to an accident database or file. The management will
perform an internal investigation and/or request an investigation from authorities as appropriate.
As a general rule, the employee or witness should provide the following information as accurately
as possible:
• The place of the accident
• The date and time of the accident
• The people involved or injured
• Their position or involvement in the accident
• Their actions immediately after the accident
3.5 Rescue and First Aid Procedures
The facility will call for the necessary rescue and first aid services through Fresno Fire or Police
Department, as appropriate, as well as through properly trained employees. To provide the best
possible rescue and first aid services, the following policy is adopted for employees and or
customers if a person has become ill or injured and needs assistance:
Contact the Fresno Police at 911. Stay on the phone until the dispatcher hangs up and be prepared
to provide the following information:
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• your location
• what happened
• how many people are ill or injured
• what first aid care is being provided and by whom
• your phone number at the scene
• if someone is available to meet the police officer or ambulance
Stay with the person until trained medical personnel arrive and take over. Do not move the victim
or provide care unless you are trained to do so, and/or if the victim is at risk.
3.6 First Aid Kits
Multiple first aid kids will be stored on site in the office area as well as in the retail sales area so
that first aid supplies are always immediately accessible to trained personnel. A designated
employee will check the kits monthly and after use to verify whether any supplies need to be
replenished.
4 Evacuation Routes
The facility has two emergency exit locations: one at the main entrance in front of the building at
China Alley, and a secondary exit at the rear of the building. Signage will be posted in
conspicuous locations in the retail sales area and back of house circulation areas.
Figure 3: Tenant Evacuation Routes
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In addition to OSHA requirements, California Building and Fire Prevention Regulations dictate
how exits are to be constructed and maintained. These regulations apply to not only exit doors but
also to the exit access (corridors or intervening rooms that lead to the exit) and the exit discharge
(the area past the exit doors which may include exterior ramps, steps, fire escapes and sidewalks.)
Exit access and discharge will be maintained and unobstructed. Exits provide a safe and easily
identifiable route out of a building in cases of emergency and allow swift and unhampered ingress
for firefighters or other emergency personnel in the event of a fire or rescue. The facility’s
designated exits meet the following criteria:
• All illuminated “EXIT” signs are to be maintained.
• All emergency lights powered by battery or emergency generator must be maintained.
Accessible emergency lights will be tested weekly.
• Exit doors will not be chained or locked from the inside except in those cases where the
facility is being renovated or otherwise labeled to prevent initial entry.
Employees will evacuate the facility along with any customers present through the closest
available exit. Once outside of the building, they should proceed to the front of the building so
that their supervisor can locate them. When notified of the emergency, the supervisor or designee
shall immediately report to the front of the affected building to ensure that staff has evacuated
safely. The supervisor should report his/her findings to responding Fresno Fire or Police
Department personnel as soon as possible for accountability reasons.
After employees evacuate the building and move to their assigned location in front of the building,
they will remain there until they speak with their supervisors. They will not reenter the building
until the fire alarm or other audible warning has been silenced and the Fresno Fire or Police
Department has granted permission.
See Appendix C: Application Evaluation Criteria, Item 4.3
5 Fire Extinguishers and Fire Suppression Equipment2
Portable fire extinguishers are required by CBC 906.1 and NFPA 10 to provide occupants a means
to suppress a fire in the incipient phase. Proper selection and distribution of portable fire
extinguishers are essential to having adequate protection for the building structure and the
occupancy conditions within. Determination of the desired type of portable fire extinguisher
depends on the character of the fire anticipated, building occupancy, specific hazards, and ambient
temperature.
Sizing of fire extinguishers is to be in accordance with Sections 906.3.1 through 906.3.4 for the
appropriate hazard. Extinguishers are to be located in conspicuous, readily accessible locations
2 Correlates to Item 4.4. of Appendix C: Application Evaluation Criteria. See Appendix C for reference.
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5.2 Fire Protection Systems
The tenant space is not provided with a fire sprinkler system, which is permitted based on CFC
Section 903. Group M occupancies do not require fire sprinklers when the total area is less than
12,000ft² or if the building is not more than 3 stories in height.
See Appendix C: Application Evaluation Criteria, Item 4.4
6 Procedures and Training for Emergencies
In accordance with the requirements of Cal OSHA 29 CFR 1910.35, 1910.36, and 1910.37, the
following guidelines have been established to inform and train employees about emergency escape
procedures, fire detection, fire prevention, protection and suppression activities, personnel
accountability, medical and rescue responsibilities, and responses to other hazardous situations.
Employees are expected to know how to initially respond to an emergency situation. Appropriate
responses may be as simple as evacuating the area, summoning additional assistance, mitigating
the hazard, or assisting a co-worker or customer in cases of accident, fire, illness, or injury.
The Emergency Action Plan will be made available to all employees upon request. A copy of the
plan will be kept on premises at all times.
The Company’s top priority when training its employees will be for them to understand the rules
and regulations that govern the dispensary in order to run a safe workplace. The Company will
ensure that the initial employee training will be at least two hours long and includes Health and
Safety Standards, Working with Local Law Enforcement, Medical Emergencies, and Being A
Good Witness/Report Writing modules as part of this training.
Employees will be tested on training content and must pass a comprehensive test by their third
attempt to remain employed. All staff will also go through periodic refresher seminars, as well as
new training on any policy updates or changes in procedure. All emergency procedures will be
rehearsed in periodic drills.
In addition to training and periodic drills, all employees will receive official Company reference
material, written in plain English and presented in an easy-to-use outline format, explaining all
operational, safety, and security policies and protocols.
The Company believes that the more informed employees are, the better they can perform in
emergency situations. To ensure all employees are properly trained, the Company utilizes the
following approaches to employee training: (i) New hire training; (ii) hands-on training; and (iii)
employee-to-employee training. Employees will be tested on this additional training content and
must pass the test by their third attempt to remain employed. All employees will go through
annual refresher training, as well as new training on any policy updates or changes in procedure as
they arise.
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The Company follows up new hire training by working one-on-one with new employees to review
training materials with them. Regardless whether training is about cannabis products or
emergency procedures, the Company believes it is important to follow up and test staff’s
knowledge. Staff is expected to be able to articulate knowledge both verbally and by actions.
This ongoing training with staff ensures employee retention and the ability to perform their duties
under more stressful situations.
Management will ask employees a series of increasingly complicated questions. The Company
will work to do their best to ensure staff can be successful when being quizzed. The goal will not
be to stump or frustrate the employees, but to work on building their confidence in being
knowledgeable in all policies and procedures.
Management will perform role-playing with employees. Although it can sometimes be an
awkward training method at first, it is also very effective in rehearsing various emergency
situations. Role-playing allows the Company to see if employees can effectively articulate
information and allows them to demonstrate how employees handle themselves in various
operational scenarios. Management will not focus on delivery/mimicry as is common with forced
scenarios, but rather focus on employees’ knowledge and understanding of the training materials
and decision-making in the role-playing scenarios.
Employee-to-employee training is a great way for employees to learn information in a non-
threatening way and this form of training is the ideal way for employees to learn from one
another. The Company will utilize team-building exercises that allow everyone in the dispensary
to come together without the pressures of daily routines. Management will also be responsible for
assigning sales associates for training on any area where an employee requires additional training.
All employees will be trained in safe evacuation and notification procedures in cases of actual or
drill emergencies upon hiring and annually thereafter. Emergencies which may occur include, but
are not limited to, a bomb threat, earthquake, explosion, fire, flood, gas leak, hazardous material
incident, or personal injury accident.
The training will address escape routes, notification of appropriate response agencies, instructions
on activating a building fire alarm system, how and when to use a fire extinguisher, and what
should be done after evacuating a building. At the appropriate times, but at least annually, a fire
drill will be carried out. The fire drills are conducted to familiarize the staff and occupants with
the sound of the fire alarm and to initiate the appropriate, desired response.
See Appendix C: Application Evaluation Criteria, Item 4.5
7 General Building Fire and Life Safety Summary
7.1 Occupancy Description
The occupancy classification of the tenant space is primarily of Group M with ancillary Group B
and S-1 spaces. Based on CBC Table 508.4, there is no required separation of occupancies within
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marked by readily visible exit signs to clearly indicate the direction of egress travel in cases where
the exit or path of exit travel is not immediately discernable. Intervening means of egress doors
will also be marked by exit signs. Internally illuminated exit signs will be listed and labeled in
accordance with UL 924 and be illuminated at all times. Rooms that require only a single exit do
not require exit signage.
7.3.4 Doors and Security
The CBC requires minimum 32in and maximum 48in doors for egress purposes. The facility
provides 34 in swinging doors for circulation.
Electrified locking hardware is typically required for security and after-hours operations while
staff is present. Locking egress doors from the inside is permitted based on CBC Section
1010.1.9.4 Item 2 for Group M occupancies. The electrified locking hardware will consist of
either:
• Electronic Strike (Installed in the Door Frame), or
• Electrified Lever Set and Transfer Hinge (typically installed with pre-cored wood door or
wired through a hollow metal man door.
Electrified panic hardware will be provided on these doors in case of emergency in accordance
with CBC Section 1010.1.10.
Security grilles are permitted in accordance with CBC Section 1010.1.4.5 . Horizontal or
horizontal sliding or vertical security grilles are permitted at the main exit and are required to be
openable from the inside without the use of a key or special knowledge or effort during periods
that the space is occupied. The grilles are to remain secured in the full-open position during the
period of occupancy by the general public.
7.4 Fire Detection and Notification
A smoke detection and notification system will be installed in accordance with CBC Section 907,
NFPA. Manual pull stations will be provided at the exits and respond to a constantly monitored
location. Duct detection will be installed in any systems providing over 2,000cfm or where
required by the CMC. A keypad annunciator will be provided in a constantly attended location
while the facility is open. A smoke detector will be provided by the fire alarm panel. Staff will
be trained to escort customers to the nearest exit in case of emergency.
The fire alarm will be monitored by Barton Integration. The point of contact is Kelley Poole, who
may be reached at (949)-701-3447 or KelleyM@BartonIntegration.com.
7.5 Fire Resistive Interior Furnishings
Precautions will be made to minimize the amount of combustible material located in each space.
Interior wall and ceiling finishes will be in accordance with CFC Table 803.3. Rooms and
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enclosed spaces will have an interior wall and ceiling finish rating of not less than Class C. This
classification requires a flame spread index (FSI) of not more than 200 and a smoke developed
index (SDI) of not more than 450.
Curtains, draperies, fabric hangings and similar combustible decorative materials suspended from
walls or ceilings will be flame resistant in accordance with Section 806.4 and will not exceed 10
percent of the specific wall or ceiling area to which such materials are attached.
7.6 Knox Box Access
Approval by Fresno Fire Department is required prior to moving or installing a Knox Box. The
project team will coordinate with the Fresno Fire Department at (559) 621-4181 for ordering and
installation. The location of the Knox Box will be in a conspicuous location near the front
door/main entrance to the facility.
7.7 Fire Apparatus Site Access
The nearest fire station is Fresno Fire Station 3 which is located approximately 0.4 miles away at
1406 Fresno St, Fresno, CA 93706. Access to the exterior walls of the tenant space are located
within 150ft of fire lanes, which is considered the road adjacent to the site, in accordance with
CFC Section 503.1.1. There are no gates or other restrictions to fire apparatus access on the
property. A fire hydrant for fire department suppression activities is located approximately 200ft
away at the corner of China Alley and Kern Street.
7.8 Premises General Safety Measures
The facility has a number of standard operating procedures that aid in the overall fire safety plan,
including:
• No use of open flames or smoking on or surrounding the premises.
• Employees to conduct emergency evacuation drills at least annually.
• Store materials in an orderly fashion, separated from heaters or heating devices by distance
or shielding so that ignition cannot occur (CFC Section 315).
• Reporting of emergencies, coordination with emergency response forces, emergency plans
and procedures for managing or responding to emergencies will comply with the provisions
of CFC Section 401.
• Emergency evacuation drills will be conducted at least annually in accordance with CFC
Section 405.
• Hazard communication information will be prepared in accordance with CFC Section 407
to include Safety Data Sheets (“SDS”) for all hazardous materials and cleaning products
located on site.
• Clearly mark or otherwise identify individual containers in accordance with applicable
federal regulations.
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No reportable amounts of hazardous material will be located on site per CFC Section 407. The
amounts of hazardous material on site is limited to over the counter cleaning materials such as
Green Cleaner, Windex, Lysol toilet bowl cleaner, Pine Sol, disinfecting sprays and wipes,
Febreze, Swiffer Wet Jets, and hand sanitizers. The amounts stored will not exceed maximum
allowable quantities in CFC Section 5001.5. However, the facility will still comply with CFC 407
with regards to labeling and identification, providing paper copies of SDS, and training employees
with respect to first aid and accident reporting procedures.
No inhalation issues/threats are typically associated with mercantile operations. No testing or
other processes are performed on site that require any hazardous gases, pesticides, or chemicals.
7.9 Fire Prevention Plan
It is the responsibility of each employee to correct or report unsafe conditions that could cause a
fire, hamper emergency egress, or result in a personal injury accident. Therefore, it is the
responsibility of each employee to:
• Correct certain hazards at the time of discovery, such as replacing bulbs in exit signs and
removing cardboard, paper, and other combustible material from exit paths. Report
discharge or missing extinguishers and burned out emergency lights to the supervisor.
• Notify the supervisor of hazards needing corrective action, such as hazardous materials left
in the corridors, potential ignition sources, open (uncovered) electrical panels.
• Contact the supervisor for corrective action, such as hazardous materials left in the
corridors, potential ignition sources, open (uncovered) electrical panels, missing fire
extinguishers, or burned out emergency lights.
7.10 Electrical Fire Safety
Electrical wiring and devices will comply with the CEC requirements. The use of extension cords
as a substitute for permanent electrical wiring is not permitted, and a C-10 licensed electrician will
be enlisted, as required, for any modifications or repairs to the electrical system.
The following general guidelines will be implemented for fire prevention measures:
• Do not allow combustible material like cardboard, cloth, paper, and wood to be placed next
to an ignition source such as a heater, furnace, pilot light, or electrical equipment.
• No stored materials are permitted within 3 feet of an electric panel or similar type of
equipment.
• Electrical cords and outlets must not be overloaded or used improperly.
• Electrical cords must be properly sized for the equipment they serve.
• Never use a smaller diameter extension cord than the primary cord that serves the
equipment.
• Do not overload an outlet with several plugs at the same time. It is suggested that a small 5
or 6 outlet strip with its own circuit breaker be used.
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• Electrical cords must not pass through ceilings, doors, or walls except for custodial or shop
activities where the door is held open for a limited time while the cleaning or other activity
is being done and while the employee is on the floor of work activity
8 Future Modifications
All future modifications and expansions with regards to the contents of this report are to be
documented in amendments/addenda to this report or the permanent building plans. As required,
the documents will be prepared by a design professional licensed by the State of California
working within the area of their expertise. As appropriate, licensed design professionals will be
included in the design of all building renovations/expansions.
9 Conclusion
The preceding information summarizes a compliant fire/life safety code analysis for the Tradecraft
Farms Fresno – Chinatown, LLC facility. Combined with sufficient employee training, safe
practices and good housekeeping, it is my professional opinion that the facility meets or exceeds
code requirements for a storefront retail cannabis dispensary facility.
If you have any questions or concerns, please contact me at (530) 448-2334 or
thomas@reaxengineering.com.
Prepared by:
James R (Ronnie) Thomas, II
CA FPE License # 1985
Reax Engineering
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Appendix A: Evacuation Diagram
(Ref: See Appendix C: Application Evaluation Criteria, Item 4.3)
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Appendix B: Premises Safety Diagram
(Ref: See Appendix C: Application Evaluation Criteria, Item 4.4)
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Appendix C: City of Fresno Commercial Cannabis Business Permit Application
Evaluation Criteria
Evaluation Criteria:
4. SAFETY PLAN Criteria required in Phases II and III
The Safety Plan should consider all possible fire, medical and hazardous situations. Complete policy/procedures manuals are not required at this
point in the application process. Please only provide a description for each criterion which incorporates the following provisions:
4.1. The Safety Plan shall be prepared and/or assessed by a professional fire prevention and suppression consultant.
4.2. Describe accident and incident reporting procedures.
4.3. Describe evacuation routes.
4.4. Location of fire extinguishers and other fire suppression equipment.
4.5. Describe procedures and training for all fire and medical emergencies.
Prepared By:
Barton Integration, LLC
5151 California, Suite 100
Irvine, CA 92617
ACO 7801 CL 1048148
Project Consultant:
Kelley Poole
KelleyM@BartonIntegration.com
(949) 701-3447 Mobile
Section 5: Security Plan
Physical Security, Life Safety, and Risk Mitigation
Prepared For:
Tradecraft Farms Fresno – Chinatown, LLC
Project Address:
925-929 China Alley
Fresno, CA 93706
Assessment Date:
December 1, 2020
1
Tradecraft Farms Fresno – Chinatown, LLC 6.0 Location Plan
6.1 Description of Proposed Location: 925-929 China Alley, Fresno, CA 93706
Tradecraft Farms Fresno – Chinatown, LLC dba Tradecraft Farms (the “Company”) intends on occupying an
existing vacant 3-story building located at 925 – 929 China Alley in Fresno’s Historic Chinatown District
(Assessor’s Parcel Number 467-071-13).
Tradecraft Farms proposed storefront, which consists of approximately 3,198 square feet of tenant space,
will occupy the first floor of the building. The basement-level will be designated as non-cannabis storage
space and the second floor will be designated as unrelated office space, and therefore neither of the
aforementioned building floors are a part of Tradecraft Farms’ proposed storefront cannabis retail
premises.
The subject property is zoned “Downtown Neighborhood” (DTN), which is one of the allowable zone
districts for cannabis retail businesses. The subject location meets the zone district requirement, per
Section 15-2739.B.1.a of the FMC, for a cannabis retail business. The property is not located within 800
feet of the property boundary of any restricted use site (a school, day care center, youth center, or other
cannabis retail business), and meets the separation requirements for a cannabis retail business per Section
15-2739.B.1.b of the FMC. The lots immediately adjacent include an empty unimproved lot, a parking lot,
two takeout food establishments, and a vacant unstable building structure.
Tradecraft Farms building on China Alley is a long -vacant, historically significant structure that once served
as the headquarters for the Bing Kong Association, a Chinese-American fraternal society. Tradecraft Farms
intends to restore the façade of the building to its original architectural style and preserve the building’s
historic design elements as much as is structurally possible by only making minor cosmetic improvements
to the façade of the building. The inside of the building will undergo substantive improvements in order to
comply with applicable California building and safety code and commercial cannabis regulations. The
Company’s ultimate goal is to respect and preserve the historical integrity of Chinatown and infuse it with
new life, consistent with the values of the Chinatown Fresno Foundation, one of our community partners.
Tradecraft Farms’ secure lobby/ check-in area will be fashioned as an old Chinese Herbal Shop, and visitors
will be granted access to the sales floor through an access-controlled bookcase (or hidden door), to hearken
back to the speakeasy era of the mid-1920’s, when the Bing Kong Building was last occupied.
As described in the Security Plan, the door (or bookcase) from the secure lobby to the retail sales area will
remain locked at all times. Access to the retail sales area will be strictly controlled via electromagnetic locks
and visitors must be “buzzed in” to gain entry. Entry by employees, customers, vendors, and all other
visitors with a legitimate business purpose for obtaining access to the retail premises will also be strictly
controlled by onsite security personnel and retail staff.
Tradecraft Farms’ visitors, customers and employees will have access to thirty-seven (37) dedicated 8.5' x
18' parking stalls across the Alley from the storefront (between China Alley and G Street), which far exceeds
the city of Fresno’s parking requirements for retail stores and general commercial uses of this size.
Additional property and site-related data can be found on the accompanying Premises Site Diagram (see
item 6.3, below).
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Tradecraft Farms Fresno – Chinatown, LLC 6.0 Location Plan
View of South Side of Building from China Alley
Existing Façade of Building on China Alley
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Tradecraft Farms Fresno – Chinatown, LLC 6.0 Location Plan
6.2 (Continued); Renderings of Proposed Design Schematic: 925-929 China Alley, Fresno, CA 93706
Proposed Improved Building Façade
(Continued on Next Page)
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Tradecraft Farms Fresno – Chinatown, LLC 6.0 Location Plan
Secure Lobby / Check-in (with “Speakeasy - style” hidden access-controlled door to sales floor)
Proposed Retail Sales Area
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Tradecraft Farms Fresno – Chinatown, LLC 6.0 Location Plan
6.3: Premises Site Diagram and Proposed Floor Plan
(Section 6.3 Continued on Next Page)
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7.1. Social Responsibility Plan
Tradecraft Farms is dedicated to supporting our community through meaningful
participation with local organizations and sustained contributions geared to increase equity and
opportunity for disadvantaged individuals. We appreciate that the City of Fresno recognizes the
importance of social responsibility as an important piece of any commercial cannabis business
operation, and we look forward to working with the City as exemplary stewards of these shared
values.
Below is an overview of a select few community efforts and local impact initiatives that
Tradecraft Farms is involved in, as well as how we plan to positively contribute to the City of
Fresno and its community stakeholders. As the below indicates, many of Tradecraft Farms’ past
and present efforts share a common focus on homelessness and food insecurity. Founder Barry
Walker chose to place the corporate headquarters of Tradecraft Farms’ mutually owned affiliate,
Dub Brothers Management, LLC in the Skid Row area of Downtown Los Angeles. As a result, the
company is focused on the prevalent issues in the neighborhood: homelessness and food insecurity.
Our focus on these issues steers our community efforts towards donating to, participating in, and
creating initiatives that substantially improve the lives of our most at-risk community members.
Tradecraft Farms is not waiting to receive a cannabis business license to commence our
community service work in Fresno. Tradecraft Farms’ ethos of service and “giving back” is
integral to the fabric of the company and the legacy of our founders; as such, our active
contribution to the Fresno community has already begun.
Fresno Arts Council
Tradecraft Farms is a member, donor, and outreach partner for the Fresno Arts Council,
the Central Valley’s leading progressive, impact-focused arts advocacy organization. The Fresno
Arts Council has a goal to offer a therapeutic arts program for unhoused members of the Fresno
community to build community and individual resilience through creative expression and a sense
of place. The Company intends to contribute $60,000 to the organization to seed the creation of a
shared art studio space for unhoused Fresno community members, which is more than a third of
the program’s anticipated annual operating budget. Additionally, we plan to feature the work of
local unhoused Fresno artists in our cannabis retail store, and potentially commission these artists
to paint murals on or within our building. This will serve dually to enhance the financial stability
of some of our most vulnerable community members on a micro-level and increase the visibility
of Fresno Arts Council’s vital and impactful programs. (Exhibit A – Letter from Fresno Arts
Council).
Chinatown Fresno Foundation
The Company is a proud sponsor of the Chinatown Fresno Foundation. Chinatown Fresno
Foundation’s mission is to foster civic pride and enhance the quality of life for local residents and
business owners by generating additional sources of funds to support the improvement of the
social, physical, and cultural environment of Fresno’s Historic Chinatown district. We value the
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Foundation’s mission to ensure Chinatown is filled with and supported by quality businesses that
actively strive to preserve the District’s history and heritage. While the organization is in its
relative infancy, started only three years ago, it has the potential to help make Chinatown a vibrant
destination within Fresno, while preserving its rich culture. We seek to work with our community
to bring business, employment, cultural, and community opportunities to residents through
working with Chinatown Fresno.
Fresno Transformative Climate Communities
Recently, the Fresno Transformative Climate Communities Collaborative (“Transform
Fresno”) grant allocated approximately $1.7 million in funds towards Fresno’s Chinatown district
to create affordable housing, re-pave streets and alleys, plant street-front trees, and improve
pedestrian lighting and safety infrastructure. Part of Transform Fresno’s mission is to ensure that
these revitalization efforts in Chinatown do not lead to gentrification and rising rents that push out
existing historical businesses in the District. Tradecraft Farms has dedicated itself to this mission
by occupying a vacant building on China Alley, a street that the City has specifically targeted for
future improvement. Tradecraft Farms plans on revamping and infusing new life into the blighted,
long-vacant Bing Kong Association building. The building has been sitting empty for decades,
which creates an optimal opportunity for us to renovate without displacing existing businesses.
We plan to restore much of the building’s original facade to keep the appearance aligned with the
historical character of the neighborhood. However, we will add significant exterior lighting,
landscaping, and security features to modernize the building and enhance China Alley’s safety and
pedestrian appeal. Tradecraft Farms is preserving the history and culture of the building and
neighborhood while reinvigorating the neighborhood by supporting the local community and
increasing economic opportunities for surrounding businesses. Tradecraft Farms’ vision for China
Alley aligns with the City of Fresno’s, and it is a vision we cannot wait to execute.
In furtherance of this vision, we have been working with Morgan Doizaki, who is on the
Board of the Chinatown Fresno Foundation, and is on the Outreach and Oversight Committee for
Transform Fresno, specifically focusing on displacement. We are honored to have received Mr.
Doizaki’s welcome endorsement to the neighborhood (Exhibit B).
Distribution of Personal Protective Equipment (“PPE”)
The COVID-19 pandemic has had a devastating effect on the health and livelihood of many
in our community. In an effort to curb the effects on the community and public health, we have
donated personal protective equipment to community members at several local events. We have
also worked with City Council Members Arias, Chavez, and Soria and Trustee Perea to distribute
PPE through their offices. We plan to continue organizing PPE distribution efforts through the
duration of the pandemic (Exhibit C – Thank you Letter).
Fresno Chamber of Commerce
Tradecraft Farms is a member of the Fresno Chamber of Commerce, which serves as the
leading voice and advocate for the business community in Fresno. A Certification of the
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Tradecraft Farms Fresno – Chinatown, LLC, Community Benefits and Investments
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Company’s membership is attached hereto as Exhibit D. The Chamber promotes economic
opportunity, business education, and successful business relationships throughout the region to
strengthen the community, encourage growth, and identify needs and opportunities. As a member,
the Company proudly assists the Chamber in promoting growth and prosperity in our local
business community.
Gobble Gobble Give (“GGG”)
In addition to our local efforts, Tradecraft Farms manages all Los Angeles Gobble Gobble
Give (GGG) efforts including preparing food, transportation, acquiring supplies, and coordinating
volunteers. Twenty-plus years ago, founder Barry Walker founded Gobble Gobble Give, a
nationwide social impact initiative. What began as a local effort to gather and distribute food on
Thanksgiving is now a nationwide movement that feeds tens of thousands of people each year.
GGG organizes volunteers on Thanksgiving Day to cook, prepare, and distribute hot meals and
critical supplies to unhoused and food-insecure communities across the United States. Each year
participation increases, and the organization expands its reach to new cities all over the country.
Press releases about the Organization’s expansion and community efforts are included as Exhibit
E.
Barry inspires the company to be hands-on and actively engaged in the execution of GGG
each year. Several members of our executive and management team spend a majority of their time
each November on GGG and the planning and execution thereof, including securing donations of
critical supplies and food products from corporate partners, organizing volunteers and distribution
vehicles, and managing local efforts. It takes a significant amount of people to coordinate a
nationwide effort, and the Company is dedicated to making a difference in the program’s reach
and success each year.
Feed the People / “Free Lunch Friday”
Feed the People or “Free Lunch Friday” is an initiative to provide free vegan lunches to
the community in Compton, CA. A press release on the program is included as Exhibit F. Founder
Barry Walker is vegan, and he personally prepares and serves the meals for the cause. This
initiative started in response to circumstances that arose due to the COVID-19 pandemic and the
long-term closure of public schools, which resulted in the widespread loss of school-provided
lunches. For some students, the lunch was their only meal of the day. Barry started Free Lunch
Fridays in an effort to offer some relief to low-income communities who were most deeply
impacted by the loss of subsidized school lunch programs. We look forward to implementing a
similar program in Fresno.
Skid Row Christmas and Santa’s Village
The Company is a proud supporter of the Fresno Police Neighborhood Watch
Association’s annual Toys for Kids drive, Santa’s Village, which provides gifts and hot food to
over 80 hand-selected recipients in the community each holiday season.
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Tradecraft Farms understands that the holidays can be particularly difficult for struggling
people and families. That is why Barry Walker and Tradecraft Farms founded Skid Row Christmas,
an annual Christmas benefit concert event in Downtown Los Angeles that raises money to
purchase and distribute critical supplies to L.A.’s unhoused population in Skid Row. Under Barry’s
leadership, the fundraising event has grown exponentially, and is now co-sponsored by more than
10 other cannabis brands. Last year, the event raised thousands of dollars and secured hundreds of
sleeping bags, solar-powered camping lights, toiletries, socks, blankets and toothbrush kits for
distribution to the Skid Row community.
We will bring this dedication to Fresno as well and look forward to the opportunity to work
on a similar project in Fresno. Even though they are not yet operational in Fresno, and do not yet
have our own program, it is important to us to contribute, especially during the holidays, to ensure
that we can help provide access to food, necessities, and even presents for people in need. It brings
the Tradecraft Farms team joy to contribute to families through Santa’s Village.
7.1.1. Expungement Clinics and Outreach Services
Tradecraft Farms believes that expunging criminal records for cannabis convictions is an
obligation of the company. As we profit from the regulation of cannabis in California, we
recognize that a significant number of people continue to experience the long-term impacts of the
criminalization of cannabis. These impacts are even greater for those individuals without resources
to seek expungement and hire advocates.
As part of our ongoing efforts to give back, Tradecraft Farms will make the maximum
recommended donation to Legal Services of Central California (LSCC). The organization’s
mission is to advance justice and empower people. The purpose is to fight social injustice, to
provide education and representation to the disadvantaged and to maintain access to the legal
system. Over the last LSCC has provided legal services in over 161,000 cases. One of the services
the LSCC offers is criminal records expungement. We plan on not only making continuing
donations to LSCC but also volunteering and encouraging employees to volunteer to assist with
expungement clinics. This effort is one where dollars simply are not enough. We want to be on the
ground participating in the efforts to ensure that no one experiences unnecessary hardship for their
cannabis use.
7.1.2. Environmentally Sustainable Business Model
The Company will implement sustainable practices into the following elements of its
construction and design plans in order to minimize any potential negative environmental impacts
from its operations: (i) transportation; (ii) power sources; (iii) water conservation; (iv) rainwater
management; (v) green construction and materials practices; (vi) green waste management
practices; and (vii) green/sustainable business practices.
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i.Transportation
Tradecraft Farms will encourage alternative transportation options to minimize its carbon
footprint, including human-powered transportation (i.e., walking or biking), public transit,
rideshare options, compressed workweeks for employees to minimize travel days, carpools, and
green vehicles. Employees will be incentivized and encouraged to utilize public transportation or
non-automotive transportation to reduce carbon emissions. Furthermore, information regarding
public bus routes will be provided to employees, and secured bike racks will be installed in the
parking area to accommodate cyclists. We will offer reasonable reimbursement for the use of
public transportation and incentives for carpooling, including reserved parking spots, and will
potentially offer reserved spots for electric vehicles. In doing so, Tradecraft Farms will minimize
its “carbon footprint”, while relieving the neighborhood of some parking burden.
ii.Power Sources
We will receive electricity from the existing electrical grid, although we will elect to obtain
energy from a renewable and/or sustainable source, if possible. We will utilize best management
practices for the responsible usage of electrical services. These practices will include energy
efficient light practices, the use of energy-efficient building materials and insulation to minimize
drastic temperature changes, and sufficient deployment of equipment to ensure that there is no
overburdening of the power supply. Natural gas will be considered as an alternative heat source at
the construction phase of the project.
The cannabis retail business will include cameras and a security system that will be backed
up by a 12-hour battery back-up system. A generator port installed at the building will provide
back-up power to the security system and electronic records, in the event of a power outage that
lasts 12 hours or longer.1 The generator port will allow a temporary generator to be brought to the
cannabis retail business and removed once the generator is no longer needed. Before using an
emergency generator, the Company will contact the City to notify it of the use and obtain any
necessary temporary permits. During the construction design phase of the project, we will make
final determinations about back-up power needs. If the Company determines that a permanent
power back-up system is necessary, it will obtain separate permits for a generator through the
Building Permit process and all relevant authorities. In this event, we will opt to use a whisper
generator, if viable.
iii.Water Conservation
Tradecraft Farms will do its part to help conserve California’s precious water resources.
To that end, our building remodel will ensure water conservation through the use of low-flow
plumbing fixtures, rainwater collection practices, drought-resistant landscaping, and Best
Management Practices (“BMPs”) for water use, as described further below. The Company will use
low-flow, water conserving plumbing fixtures and fittings. Plumbing fixtures and fittings shall
comply with the following non-residential mandatory water efficiency and conservation measures
1 Fresno Municipal Code (“FMC”) § 9-3310(b)(1)(xiii).
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set forth in the California Green Building Standards Code (“Green Building Code”), Chapter 5,
Division 5.3:
●Water Closets (Green Building Code, Section 5.303.3.1).
o Tradecraft Farms will choose toilets with an effective flush volume not to exceed
1.28 gallons per flush.
o Tank-type water closets shall be certified to meet the performance criteria of the
U.S. Environmental Protection Agency (“EPA”) Water Sense Specification for
Tank-Type Toilets. The effective flush volume of dual flush toilets is defined as the
composite, average flush volume of two reduced flushes and one full flush.
●Urinals (Green Building Code, Section 5.303.3.2).
o Wall-mounted urinals (Section 5.303.3.2.1): The effective flush volume of wall-
mounted urinals shall not exceed 0.5 gallons per flush.
o Floor-mounted urinals (Section 5.303.3.2.2): The effective flush volume of floor-
mounted urinals shall not exceed 0.5 gallons per flush.
●Faucets and Fountains (Green Building Code, Section 5.303.3.4).
o Section 5.303.3.4.1: Lavatory faucets shall have a maximum flow rate of not more
than 0.5 gallons per minute at 60 psi.
o Section 5.303.3.4.2: Kitchen faucets shall have a maximum flow rate of not more
than 1.8 gallons per minute at 60 psi. Kitchen faucets may temporarily increase the
flow above the maximum rate but will not exceed 2.2 gallons per minute at 60 psi
and must default to a maximum flow rate of 1.8 gallons per minute at 60 psi.
o Section 5.303.3.4.3: Wash fountains shall have a maximum flow rate of not more
than 1.8 gallons per minute/20 [rim space (inches) at 60 psi].
In accordance with Section 5.303.6 of the Green Building Code, plumbing fixtures and
fittings shall be installed in accordance with the California Plumbing Code and shall meet the
applicable standards referenced in Table 1701.1 and Chapter 6 of the 2016 California Plumbing
Code. The intent of this code requirement is to provide specifications for plumbing fixtures and
fittings by referencing the 2016 California Plumbing Code. On that note, all plumbing upgrades
will meet the standards in the current California Plumbing Code and will be lead-free. Where
appropriate, current plumbing in the building that can be upgraded will be upgraded during the
building permit process. If necessary, we will perform a preliminary water budget analysis before
the completion of the schematic design; the analysis will explore ways to reduce potable water
loads and accomplish related sustainability goals.
We will also implement the following indoor water conservation BMPs, as appropriate,
specifically with regard to the cannabis retail business operation: (i) repairing all water leaks
immediately and being especially alert for leaks in toilets, faucets, and irrigation systems for
parking lot landscaping (if used) and (ii) capturing the flow for other uses while waiting for running
water to warm or cool for use on landscaping or in cleaning.
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iv.Rainwater Management
Construction of the cannabis retail business will require remodeling part of an existing
building. Since the construction will not disturb any of the permeable surfaces on the property, the
Company expects little to no erosion, soil disturbance, or sediment migration. Nevertheless, the
following protocols will be followed to prevent run-off into storm drains:
●Tradecraft Farms will comply with the storm water management and/or erosion control
requirements established by the City’s Municipal Code and its Public Works Department;
and
●Tradecraft Farms will implement an effective combination of erosion and sediment control
and good housekeeping BMPs to prevent the loss of soil through wind or water erosion.
In the event that it is necessary to reseal or repave any parking areas following the
completion of construction, we will work with our neighbors to ensure that any paving is
performed in a manner that does not interfere with the operations of neighboring businesses. The
construction plans will ultimately dictate the manner of site grading and drainage system controls
that will manage all surface water flows to ensure water does not enter the buildings, but the
Company is likely to utilize a combination of the following methods:
●Swales;
●Water collection and disposal systems;
●French drains;
●Water retention gardens; and/or
●Other water measures to keep surface water away from buildings and to aid in groundwater
recharge.
Once construction is complete on all project elements, we will evaluate all options for cost
and feasibility, and then a rainwater capture/collection program will be implemented.
Further, to create a more aesthetic feel for the building as an oasis in an area that is lacking
green vegetation, Tradecraft Farms will plant drought-tolerant vegetation, which shall be selected
for the following qualities: energy efficiency and drought tolerance; adaptability and relationship
to the Central California environment; color, form, and pattern; ability to provide shade; soil
retention, and fire resistance. The overall landscape plan shall be integrated with all elements of
the project (e.g., buildings, parking lots, and streets) to achieve a desirable microclimate and
minimize energy demand. All landscaping elements will be irrigated and maintained in good
condition.
v.Green Construction & Materials Practices
Tradecraft Farms is committed to using “green” construction procedures and to using
recycled materials during construction and in its day-to-day operations whenever feasible.
Development and build-out will include reclaimed materials and practices that reduce construction
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waste. In addition, we will use locally sourced materials and low-VOC paints to the extent possible.
Our proposed construction will target waste diversion above the City’s requirements. All
remodeling undertaken at the cannabis retail business will seek LEED certification in order to
maximize sustainability. During construction, we will manage construction with a focus on
satisfying the requirements of the City of Fresno’s Public Works Department.
In our construction process, Tradecraft Farms will seek to implement sustainability by
using the following policies:
●Purchase steel, lumber, concrete, and finishing materials such as carpet and
furnishings, from companies that use environmentally responsible manufacturing
techniques or recycled materials;
●Implement high-efficiency electrical, plumbing, HVAC, and other systems, which
are designed to have small environmental footprints; and
●Implement stormwater management strategies, such as pervious pavement that helps
to reduce runoff and retention ponds that capture runoff and slowly release water
back into the ground.
The Tradecraft Farms project will include a remodel of the building, which will focus on
the creation of a cannabis retail business space. As discussed, the construction will likely not
disturb any of the permeable surfaces on the property, although the Company may reseal the
parking lot during construction. Since there will be no disturbance to permeable surfaces, the
Company expects little to no erosion, soil disturbance, or sediment migration. Nevertheless, we
will implement an effective combination of erosion and sediment control and good housekeeping
BMPs to prevent the loss of soil through wind or water erosion, including the following:
●Properly scheduling construction activity during dry weather and keeping grading
operations to a minimum during the rainy season;
●Preserving natural features, vegetation, and soil, when possible;
●Creating drainage swales or lined ditches to control storm water flow;
●Protecting storm drain inlets with gravel bags or catch basin inserts to prevent contaminants
from entering the water supply;
●Creating a sediment control perimeter utilizing perimeter silt fence, fiber rolls, and/or a
sediment trap or sediment basin to retain sediment on site;
●Protecting drainage inlets from receiving polluted stormwater through the use of filters
such as fabrics, gravel bags, or straw wattles;
●Avoiding storage of industrial materials outdoors where they may be exposed to
stormwater, when feasible, and covering or moving such materials indoors when storm
events are forecast;
●Incorporating adequate wind erosion control measures during the construction period; and
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●Inspecting all BMPs before and after a storm event, maintaining BMPs on a regular basis,
and replacing BMPs as necessary.
Good housekeeping BMPs shall also be employed to manage construction equipment and
materials, and wastes as appropriate for each aspect of the project, including, but not limited to,
the following:
●Materials handling and waste management;
●Spill prevention and control measures;
●Building materials stockpile management;
●Control of vehicle/equipment fueling to contractor’s staging area;
●Off-site performance of vehicle and equipment cleaning;
●Cleaning construction vehicles that leave the site on a daily basis to prevent tracking
offsite;
●Designation of a washout area (for concrete, paints, stucco, etc.) to prevent wash water
from tools or trucks from entering gutters, inlets, or storm drains;
●Management of the washout area and disposal of concrete waste on a regular basis;
●Stabilization of construction entrances and exits to prevent tracking onto roadways;
●Use of brooms and shovels when feasible to maintain a clean site instead of using a hose;
and
●Regular cleaning of onsite parking lots, paved areas, and sidewalks in a manner that does
not result in the discharge of pollutants into the stormwater system.
vi.Green Waste Management Practices
Proper waste management is key to ensuring a thriving environment and community. To
that end, the Company will use the following practices to handle its water waste, hazardous
materials storage, and waste disposal:
●Gray water, or water waste, that is generated from watering landscaping elements will be
filtered, treated, and re-circulated for irrigation whenever possible. The overall watering
system will use a zero-waste process that includes filtration, reuse, and chemical filtering
of unusable water. The water that is stored via this process will be used to water
landscaping on the property and will not be directly released back into the sewer system.
●One of the most pressing environmental challenges within the cannabis industry is
disposable vape cartridges. To mitigate this known environmental impact, the Company
will initiate a disposable vape collection / recycling program so customers can responsibly
dispose of vape cartridges and batteries.
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●In an effort to reduce greenhouse gas (“GHG”) emissions, the Company will fully comply
with State requirements mandating commercial recycling in accordance with Assembly
Bill 341 and Senate Bill 1018. Since we anticipate that seventy-five percent (75%) of all
cannabis retail business waste will be recyclable, it will initially maintain a 95-gallon blue
recycling cart on site and request larger or additional bins from the City as demand requires.
We will post a list of recyclable products near each waste bin to encourage its employees
to implement BMPs and to comply with the Company’s zero-waste policy. A co-benefit of
increased recycling is reduced methane emissions at landfills caused by the decomposition
of organic materials. Use of composted organic materials also provides environmental
benefits, such as carbon storage in soils and reduced use of fertilizers, pesticides, and water.
The Mandatory Commercial Recycling Measure focuses on increased commercial waste
diversion as a method to reduce GHG emissions.
●In an effort to further reduce its GHG emissions, Tradecraft Farms will manage its non-
cannabis food waste with the following procedures to maximize sustainability and best
practices.
o Food scraps shall be collected in dedicated receptacles such as bowls, buckets, and
barrels in the same area as trash is currently collected.
o Containers shall be leak proof (impervious) and covered when not in continuous
use, or when full. They must be intended only for the purpose of food scraps
collection and clearly marked.
o Food scraps will be collected and removed from the employee break room at the
same frequency as trash is removed from these areas.
Collection of waste will match the frequency in which trash is produced, taking into
account known spikes in processing. Food waste should be collected as often as necessary to keep
the area sanitary and to prevent odor, vermin, and vector harborage. At a minimum, collection
should be every shift. Once collected, food scraps will be brought to a storage area near the trash
dumpster / compactor where the hauler will pick up the material. If possible, the Company will
participate in a local composting program and will dispose of all collected food scraps as per
program directives.
vii.Green / Sustainable Business Practices
As part of the mission to ensure design, construction, and operation utilizing current best
“green” practice standards, Tradecraft Farms will operate its cannabis retail business using
sustainable business practices to the extent possible.
Whenever feasible, Tradecraft Farms is committed to using green and recycled materials
in its cannabis retail business operations. This will include the use of recycled paper, reduction of
print waste by encouraging email communications, encouraging employees to use reusable glass
water bottles instead of bottled water and/or plastic cups; and other methods to promote reuse
instead of increasing waste. During construction, we are committed to using repurposed wood for
shelving and decorative art, where feasible.
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Furthermore, as part of its mission to ensure green business practices throughout its
cannabis retail business operations, Tradecraft Farms will have a strong preference towards
working with and obtaining cannabis and cannabis products from “Clean Green Certified”
cannabis producers to the extent possible. The Clean Green Certified program, modeled after the
USDA’s National Organic Program, provides a means of ensuring environmentally clean and
sustainable practices within the cannabis industry. The Clean Green Certified program is
comprised of four parts:
●Legal Compliance Review;
●Review of Grow Practices;
●Agricultural Crop Inspection; and
●Environmentally Clean and Sustainable Methods.
The program allows licensed supply chain operators to distinguish the high quality of their
product from others in the industry. Tradecraft Farms desires to distinguish itself from the
competition by going beyond the minimum levels required by law in ensuring the best and most
environmentally friendly products and processes. To verify Clean Green certifications, the
Company will send agents to physically inspect cannabis and cannabis facilities, including:
●Seed or clone selection;
●Soil;
●Nutrients;
●Pesticides;
●Mold treatments;
●Dust control;
●Sources of electricity; and
●Harvest methods.
The comprehensiveness of the Clean Green program reduces any negative environmental
impacts of growing cannabis crops, ensures legality and safety, and regulates which chemicals are
used in cannabis processing to ensure clean products. We will aim to obtain Clean Green Certified
products to the extent possible.
7.1.3. Utilization of Vacant Building, Brownfields Land, or Blighted Area
Tradecraft Farms believes that bringing a cannabis retail business to Chinatown will help
revive this historically significant part of the City of Fresno. Fresno’s Chinatown District is an
urban, mixed-use neighborhood boasting historical architecture, diversity, and a great opportunity
for revitalization. We plan to renovate and revive an existing historical building that has been
vacant for nearly a century. By renovating an existing blighted space and retaining the historical
architectural elements of the facade of the building, such as the outdoor signage and placards and
its interior safe deposit boxes, the Company will honor the historical legacy of the neighborhood,
while infusing it with new life.
CONFIDENTIAL AND PROPRIETARY
14
Tradecraft Farms Fresno – Chinatown, LLC, Community Benefits and Investments
Plan
Since the building in which we will operate has been vacant for nearly a century, the
location of the business will not cause the displacement of any existing tenants or residents of
Chinatown. Further, the addition of a new cannabis retail business will increase foot traffic to
surrounding businesses, which will help make the area more pedestrian friendly and help us
progress towards the City’s shared vision of a reimagined, bustling China Alley.
Tradecraft Farms’ presence in the community will also contribute to the success of
surrounding businesses by promoting the visibility of the area and improving safety in the
neighborhood. The nature of a cannabis retail business requires enhanced safety measures such as
extensive exterior lighting and 24-hour security monitoring of the premises. These features will
improve safety for both the Company and the neighborhood surrounding it. Local business owners
and residents will mutually benefit from increased safety in the area as well as increased foot
traffic, bringing new life and new economic opportunity to the District.
7.2. Public Health Outreach and Educational Program
Tradecraft Farms will create a public awareness campaign for responsible cannabis
consumption by sponsoring free on and off-site workshops and seminars for the general public on
topics related to responsible cannabis use as well as legal and policy updates regarding commercial
cannabis. By becoming embedded into the fabric of the community, Tradecraft Farms will seek to
emerge as a touchstone for reliable information and a trusted partner to the community’s residents.
Below is a sample of the types of educational materials we intend on disseminating:
●Factsheets utilizing photographic examples and written descriptions, charts, and graphs
that discuss topics pertaining to medical cannabis qualifying conditions and other
information relevant to the consumption of cannabis and cannabis infused products.
●Management will work with cannabis-knowledgeable medical professionals to compose
and update instructional guidance on test dosing; distinguishing by the type and method of
cannabis to be consumed by customers. By employing this strategy, our staff will have the
tools to provide customers with the most up-to-date information about cannabis and the
growing list of ailments it can benefit. The instructional guide/educational materials will
include directions on how to keep a medical cannabis journal, allowing the patient to
generate anecdotal evidence on what type and strain works best for their condition. This
will be made available to our trained employees and on our website.
●A section of Tradecraft Farms’ age-verified website will be designated for educational
purposes, including the maintenance of a weekly blog with the latest news regarding health,
technology, updates to state and federal laws, links to noteworthy scientific articles, and
customer testimonials. The website will include a designated portal where visitors are
encouraged to leave feedback and ask questions. The main purpose of the “listening
corner” is to listen to our customers and find ways to be responsive. We will be able to post
real time responses to queries and encourage an open dialogue between all participants.
Factsheets and other educational materials will also be made available on our website in
English, Spanish, Chinese, and Vietnamese.
CONFIDENTIAL AND PROPRIETARY
15
Tradecraft Farms Fresno – Chinatown, LLC, Community Benefits and Investments
Plan
These aforementioned educational materials will serve to advance Tradecraft Farms’
mission to educate and improve the health and safety needs of its customers and patients. Staff
will continually revise these documents with the most up-to-date information to enable them to
provide excellent and educated customer service.
In addition, Tradecraft Farms will be a leader in educating its staff, and thereby its
customers and the community, about the different strains of cannabis currently available, methods
of ingestion, and the effects of each strain. Our policy will be to provide new customers, and repeat
customers upon request, with a package of information containing an exhaustive set of educational
materials. These educational materials will include information on the following topics:
●Limitations on patients’ and customers’ rights to possess and use medicinal and adult use
cannabis;
●Information to make patients and customers aware of the quality of the cannabis and
cannabis products available for sale;
●A warning not to consume cannabis or cannabis products in public places;
●What is cannabis? (Indicia, sativa, hybrids);
●Cannabis Bill of Rights;
●Using cannabis safely – test dosing flower, concentrates, topical, and edibles;
●How to keep a cannabis experience/treatment log;
●A description of potential side-effects and how to educate qualified patients and customers
regarding potential side-effects;
●A description of how patients and customers can report adverse events related to cannabis
use;
●Methods of using cannabis, including descriptions of ingestion options and inhalation
techniques; and
●A host of links and other outside resources relating to medicinal cannabis.
This information will be curated by medical professionals and will be regularly updated
and posted on our website. All staff will be trained on dissemination of information through
attendance of at least one company-provided educational tutorial.
i.Youth Use of Cannabis and Drug Addiction
The California Department of Public Health (CDPH) has created a Toolkit for how to talk
to Children about cannabis. A copy of the Youth Fact Sheet and Parent and Mentor Fact Sheets
are included for reference as Exhibit G. We intend to rely on CDPH expertise and send toolkits to
schools in surrounding areas. We will also include the toolkit on our website and make information
available to the community.
CONFIDENTIAL AND PROPRIETARY
16
Tradecraft Farms Fresno – Chinatown, LLC, Community Benefits and Investments
Plan
In addition to external outreach, we also train staff and security to ensure that no minors
enter the building or have access to cannabis and cannabis products. Prior to beginning work in
the retail store, employees are trained on youth use of cannabis, including the effects of cannabis
on the developing brain. We ensure that all cannabis and cannabis products are sold in child-
resistant packaging, consistent with California regulations, to ensure that children do not
unintentionally ingest a cannabis product. All cannabis and cannabis products are labelled on the
front panel of the product with the California universal THC symbol. Additionally, edibles are
labelled with the words “cannabis-infused” above the product identity. These identifiers alert
consumers that a product contains cannabis so that adults do not unintentionally provide cannabis
products to children. Prior to accepting any product into inventory, products are reviewed to ensure
compliance with regulations, so that consumers are appropriately on notice, and cannabis does not
end up in the hands of a child. We take child safety seriously and prevention of youth abuse of
cannabis, and ensure that employees are not only informed, but also educate our customers on the
same.
ii.Test Dosing Education
Tradecraft Farms recognizes that each customer will experience the effects of cannabis
differently. For example, a strain that makes some people sleepy might not have that effect on
others. One person may get pain relief form a strain, while another does not. In general, however,
the strength of the effects (both medical and side effects) is dependent upon the amount of THC
(the primary active ingredient) and other cannabinoids. The amount of THC varies with strain and
the methods used in cultivation. Potency varies significantly among different strains. The key is to
use just enough to get the desired medical effect, while minimizing the negative side effects. As
such, employees will be trained to advise new customers and patients of the following:
●Start with a low dose of 2.5 to 5 milligrams of THC and wait two hours before consuming
any more medication. The digestive system processes THC slowly, especially if the
consumer has recently eaten a substantial meal. Once inside a person’s liver, THC is
converted into another, more-potent chemical, explaining the intensity and significant
palliative benefit of an edible.
iii.Paraphernalia and Methods of Ingestion
There are many ways for individuals to ingest cannabis, and our staff will educate
customers about these different methods both with handouts and information dispensed by our
staff, which will have been curated by our outside medical professional consultants. As discussed,
the information will be provided in brochure form (to be updated quarterly or when new
information becomes available) and distributed to all new customers. Additional copies will be
available upon request. This information will also be provided on the website and can be shared
telephonically upon request.
We will provide the following information regarding the most common ingestion methods
for cannabis and cannabis-derived products:
CONFIDENTIAL AND PROPRIETARY
17
Tradecraft Farms Fresno – Chinatown, LLC, Community Benefits and Investments
Plan
●Inhalation via smoking and vaporizing: Smoking is a quick and efficient way to deliver an
optimum therapeutic dose of cannabinoids because the user is able to feel the effects almost
immediately and can stop as soon as the desired relief is achieved. The trade-off is
increased risk of bronchitis or other respiratory irritation. Vaporization is an effective way
to deliver the therapeutic components of cannabis without the toxic byproducts of
combustion. Methods to smoke and vaporize cannabis include using a pipe, a water pipe,
or a cannabis cigarette often referred to as a joint or pre-roll. A pipe is lit directly and can
cause irritation of the mouth, lungs, or throat because of the heat of the smoke. A water
pipe can alleviate those concerns because it cools down the cannabis smoke and all but
eliminates secondhand smoke. A cannabis cigarette is consumed in a similar manner as a
tobacco cigarette. Each of these options should be discussed with customers to determine
the desired result and which method best suits the individual’s needs.
●Orally via edibles: Eating cannabis is an option that avoids the risks of bronchitis or lung
irritations associated with inhaling smoke. It also provides a longer lasting and more
concentrated result. There are several ingestion options for cannabis. The active ingredients
in cannabis are fat and alcohol soluble, so they can be extracted and added to food entering
the system through the digestive tract rather than through the lungs. This type of
consumption of cannabis tends to be both slower and stronger than smoking. Further, the
noxious effects of consuming heated smoke are completely eliminated.
●Topically via lotions, salves, and patches: Topicals are cannabis-infused lotions, balms,
and oils that are absorbed through the skin for localized relief of pain, soreness and
inflammation. Anecdotal evidence is emerging to show a widening spectrum of potential
benefits, from treating psoriasis, dermatitis and itching, to headaches and cramping.
Customers who want the therapeutic benefits of cannabis without the cerebral euphoria
associated with other delivery methods often choose topicals. Topicals can also be strain-
specific, meaning they attempt to harness certain terpenes and cannabinoids, and can also
be mixed with essential oils for additional benefits, such as cayenne, wintergreen and clove.
For example, a THC infused rub with cooling menthol and peppermint can help address
sore achy muscles. To address localized pain, a warming balm that combines the deep
painkilling properties of cannabinoids with a tingling soothing sensation may be an
effective treatment protocol.
●Concentrates via wax, shatter, and dabbing: These products are different types of
concentrated cannabis extracts. They are designed to be consumed by heating a skillet or
nail made from glass, quartz or titanium. The user then “dabs” a small amount of the extract
onto the hot nail causing the concentrate to flash into a vapor that is inhaled through a glass
pipe.
7.3. Contribution to Fresno Community Reinvestment Fund
The Fresno Community Reinvestment Fund works to address social and economic inequity
through financial solutions that help empower people, build sustainable communities, and inspire
CONFIDENTIAL AND PROPRIETARY
18
Tradecraft Farms Fresno – Chinatown, LLC, Community Benefits and Investments
Plan
systemic change. This program serves small businesses throughout the community, including local
cannabis equity businesses. Supporting local small businesses and working to address inequality
of opportunity in our community leads to a stronger and more equitable business environment for
everyone in Fresno.
In an effort to support local cannabis equity businesses in Fresno as well as bolster our
community as a whole, the Company plans to contribute 1% of our gross revenue to the Fresno
Community Reinvestment Fund. Through this contribution, we are proud to support the
organization’s mission to create lasting, sustainable change in our community, building a stronger
local economy, creating jobs, fighting institutional racial inequality, and supporting economic
mobility.
In addition, as described in our local enterprise plan, we intend to create an incubator
program because providing funds is simply not enough to create lasting sustainable change. We
would like to work with equity businesses to ensure that they are not taken advantage of, and that
they have the tools necessary to not only start a business but be successful and thrive!
CONCLUSION
From our neighborhood-based community efforts described at the beginning of this plan,
through to our investment in equity businesses, Tradecraft Farms is consistent in its efforts to help
provide people with opportunities. This begins with the most basic needs, like the food we donate
through GGG, and extends through our commitment to help equity businesses be successful. We
hope that the City of Fresno will allow us the opportunity to demonstrate our dedication to the
community and to the future of Fresno.
CONFIDENTIAL AND PROPRIETARY
Exhibit A
Exhibit B
Wilma Quan, City Manager
Jennifer Ruiz, Project Manager
City of Fresno
Office of Cannabis Oversight
2600 Fresno St. Room 2064
Fresno, CA 93 721
Dear Ms. Quan and Ms. Ruiz:
December 1, 2020
Morgan Doizaki
Central Fish Company
1535 Kern St.
Fresno, CA 93706
I am writing in support of Tradecraft Farms' application for a commercial cannabis retail
license in Fresno. As a local Chinatown business owner of Central Fish Company, a Fresno
resident, and a Fresno community advocate involved with the Chinatovvn Fresno Foundation and
Transform Fresno initiatives, I believe Tradecraft Farms is the right applicant to help establish a
lucrative and safe cannabis industry in our city. Their business has shown a deep understanding
and respect for the culture and history of the City of Fresno, dedication to increasing security and
economic opportunity in their neighborhood, and devotion to investing in local causes.
I am a member of the Board of Directors of the Chinatown Fresno Foundation and a
member of the Fresno Transformative Climate Communities Collaborative ("Tran�form Fresno")
Outreach and Oversight Committee and Transform Fresno Anti-Displacement Task Force, all of
which work to, amongst other things, preserve Fresno's history, culture, and existing communities
while promoting revitalization and growth in the city. Part of its potential for growth lies in
Fresno's decision to allow the cannabis industry to enter our community. Tradecraft Farms has
committed itself to preserving the historical integrity of its building and neighborhood while
bringing them new life by supporting the local community and increasing economic opportunities
for surrounding businesses. I believe in Tradecraft Farms' understanding and care for the culture
of its neighborhood and I support its commitment to doing its part to preserve it while helping to
introriuce a new industry to our community.
Tradecraft Farms' presence in the community will contribute to the success of surrounding
businesses by increasing traffic, promoting the visibility of the area, and increasing safety in the
neighborhood. The nature of a cannabis retail business requires enhanced safety measures such as
extensive exterior lighting and 24-hour security monitoring of the premises. These features will
improve security for both Tradecraft Farms' business and the neighborhood smTounding it. All
local business owners and residents will benefit from increased safety in the area as well as
increased foot traffic, bringing new life and new economic opportunity to the community.
Tradecraft Farms displayed its supp01t of local organizations long before submitting its
application for a cannabis retail business license. It has pledged support to several local groups
Wilma Quan, City Manager
Jennifer Ruiz, Project Manager
December 1, 2020
Page2
and initiatives, including an organization I'm affiliated with, the Chinatown Fresno Foundation.
Tradecraft Farms has proven itself to be an active suppo11er of our local community. I am
confident that granting Tradecraft Farms a license to operate in Fresno wou1a. be beneficia1 to
tbe community and would help to reinvigorate the City's economy. I am happy to offer my
support of Tradecraft Farms' application for a cannabis retail business license.
Regards, o(o/+
Morgan Doizaki
Owner, Central Fish Company
Member, Transform Fresno Oversight and Outreach Committee
Member, Transform Fresno Anti Displacement Task Force
Member of the Board of Directors, Chinatown Fresno Foundation
Exhibit C
CONFIDENTIAL AND PROPRIETARY
CONFIDENTIAL AND PROPRIETARY
Exhibit D
Exhibit E
11/30/2020 At Thanksgiving, Americans reach out to those in need | ShareAmerica
https://share.america.gov/at-thanksgiving-americans-reach-out-to-those-in-need/2/2
‘Happy chaos,’ but safety rst
Gobble Gobble Give, launched in 1998, provides food and personal care items to the
homeless each Thanksgiving. Paul Major, the group’s secretary, said the pandemic “has
forced us to look closely at how we run our events.”
The organization describes itself as “happy chaos, or a potluck party with a purpose.” It
doesn’t host sit-down meal services, as soup kitchens or shelters typically do. So
“maintaining social distance is much easier to manage,” Major said.
Volunteers show up with donations of food, clothing and personal hygiene items to sort,
pack and deliver to homeless communities.
To reduce the risk of virus transmission, Gobble Gobble Give has capped the maximum on-
site attendance at all locations, Major said. But the group is also attracting new partners.
In Los Angeles, for instance, it will coordinate with the Hollywood Food Coalition, a charity
that works with local churches and serves 200–250 meals each evening.
Sherry Bonanno, the executive director of the Hollywood Food Coalition, said that her
group is pleased to partner with a large community group whose volunteers “bring a lot of
joy and fun” to events. The groups anticipate a long-term partnership, one that
“exemplifies the United States’ volunteer spirit.”
While Gobble Gobble Give exists to help the needy, the organization’s “secret,” Major said,
is that it also transforms the lives of its volunteers “as it did mine.” Major first volunteered
in 2008 and has participated every year since then.
ShareAmerica is the U.S. Department of State's site for engaging foreign audiences on important global issues. Follow us on Facebook at
facebook.com/ShareAmerica and on Twitter at twitter.com/shareamerica.
SHARE
“I’ve seen and experienced rsthand what it means to put oneself in front of a
stranger in need and o er a helping hand. The rewards of that kind of an
experience are, in a word, immeasurable.” — Paul Major
Gobble Gobble Give Celebrates 21 Years
Continuing to Expand Nationwide
Feeding Thousands on Thanksgiving Morning
in New York
CLICK HERE TO VIEW GOBBLE GOBBLE GIVE NYC CHAPTER
CLICK HERE FOR DOWNLOADABLE LINK FOR GOBBLE GOBBLE GIVE NYC CHAPTER
Gobble Gobble Give - NYC
Thursday, November 28th @ 8:00am - 12:30pm
Church of the Intercession - 550 W. 155th, New York, NY 10032
Volunteers positions are filled however they are still in need of more food for drop off or donations which can
be made by clicking the below link.
Register here: www.gggnyc.org
FACEBOOK / EMAIL / VOLUNTEER
Los Angeles, CA (November 2019) - For over 20 years,Gobble Gobble Give has delivered food, clothing and
toiletries to the homeless across the country on Thanksgiving morning. Dedicated volunteers Rachel Terry and
Tommy Cheng host the Gobble Gobble Give NYC Chapter at the Church of the Intercession in Harlem helping
to gather the local community on Thanksgiving Day to feed those in their city. Interested volunteers can
register beforehand at www.gggnyc.org for 45 minute shifts to serve food and deliver to local shelters in
multiple locations around the city which will be assigned ahead of time. This is also a 100% green event,
everything used is recycled and volunteers are asked to bring recyclable containers for all donations.
Founded by accomplished entrepreneur and philanthropist Barry Walker,Gobble Gobble Give is an initiative
committed to effecting positive change in local communities throughout the United States. The ‘potluck for a
purpose’ platform was initially created by Barry and a group of friends who started making an extra dish
during their own Thanksgiving prep or grabbing an extra item when shopping to then give to a person in a
need on the holidays. The organization has now grown to amazing heights delivering 27,000 meals last year
alone and has engaged over 10,000 volunteers across the nation.
This thriving organization is a prime example of what a community can do when it comes together to create
change as they have grown from Echo Park in Los Angeles to Santa Monica,Downtown LA,Santa Ana,San
Francisco, two locations in San Diego,Las Vegas,Austin,Nashville,New York City,and Detroit adding new
cities this year Boston, Kansas City, Long Beach, CA, Washington D.C., and Sacramento, CA.
What started as a group of friends in Los Angeles getting together on Thanksgiving morning to feed the
homeless in their neighborhood has now expanded to over 17 cities nationwide. Together, volunteers from
across the country take traditional holiday food, some gently used clothes, shoes, and blankets, to the streets,
giving back to the people who need it most.Gobble Gobble Give also enlists local hairdressers and make-up
artists to provide free grooming services. Additionally both Ralph’s and Amazon Smile give back to the
initiative when participants use their code at check-out.
There are several ways to get involved at Gobble Gobble Give. Please visit the website under Ways to Help for
further information regarding ongoing volunteer opportunities. Interested participants can also Sign up for
their newsletter or follow them @GobbleGobbleGive on Instagram, Twitter, and Facebook.
CLICK HERE TO VIEW THE GOBBLE GOBBLE GIVE STORY
For Media Inquiries Contact:
Evolutionary Media Group
Jennifer Gross / Julia Axelrod / Heather Kohos
323.658.8700
Jennifer@emgpr.com / Julia@emgpr.com / Heather@emgpr.com
Exhibit F
DUB Brothers is partnering with Cliff’s Texas Style Burritos in Compton
with their Feed the People Vegan Hot Dog Cart to offer Free Lunches to the community.
Feed The People
Friday May 29, 2020 @ 12:00pm – 2:00pm
Cliff’s Texas Style Burritos
408 W Alondra Blvd.,
Los Angeles, CA 90220
“Feed The People” is a monthly initiative to provide food insecure communities with Free Lunch
Friday’s helping children and families affected by the loss of lunch programs they would normally get
at local public schools.
Los Angeles, CA. (May 27, 2020) DUB Brothers, a Los Angeles based company, and founders of
the twenty year old Gobble Gobble Give Thanksgiving Day program, has expanded their
philanthropic initiative FEED THE PEOPLE to bring sustenance to those facing food insecurities in
cities across the country, starting with the city of Compton, CA. The FEED THE PEOPLE activation
will provide “Free Lunch Friday” events with local restaurant partners and different local vendors,
providing meals for children and families affected by the loss of lunch programs through school
closures.
“We will always aim to have a positive impact on the community around us and have witnessed first-
hand the hardships and chronic adversity that has affected so many families and children during this
time. The sudden loss of these school lunches that most children depend on, hit home with us and
with amazing local partners like Cliff’s we hope to bring relief and a couple smiles to these families
where we can.” – Barry Walker, co-founder Dub Brothers
The first event will be in partnership with Cliff’s Texas Style Burritos (408 W Alondra Blvd. Compton,
CA 90220) taking place on Friday, May 29, 2020 @ 12:00pm – 2:00pm; where patrons can enjoy
the DUB Brothers’ world famous Vegan Chilli Cheese Dog cart along with Cliff’s tacos and side of
their choice. Additionally DUB Brothers aims to support small businesses in the community by
purchasing all food directly from vendors before each event. Cliff’s Texas Style Burritos has been a
staple of the Compton community since 1992 and is a prime example of the hit small businesses
have taken during this time. In this vein FEED THE PEOPLE aims to support the Compton
community as a whole by compensating small businesses while giving back to local residents.
Founded by brothers Brent Walker and Barry Walker, DUB Brothers, a cannabis company, has
made philanthropy a pillar of the company with annual events Gobble Gobble Give which feeds the
homeless in 24 cities nationwide. In 2010, Skid Row Xmas was launched to provide supplies to
homeless encampments on Downtown LA’s Skid Row during the December holidays. Now, FEED
THE PEOPLE is the company’s newest initiative that will encompass their already established
events along with newer activations taking place which have been inspired by the public’s struggles
during the current COVID-19 pandemic crisis that all are experiencing.
‘Cliffs’ which is owned by Cliff and Delores Williams started with a humble $1 Hot Dog Cart in the
City of Compton, before moving into a brick and mortar near Compton’s Centennial High School
serving authentic Mexican and American food. As one of the few African American Family Owned
small businesses established and still serving in Los Angeles County and the City of Compton, since
1992, ‘Cliffs’ mission is to maintain our long time record of preparing excellent food with genuine
care.
For more information on FEED THE PEOPLE please visit: feedthepeople.la or
follow @feedthepeoplela.
For more information on DUB Brothers please visit: dubbros.com
Exhibit G
California Secretary of State
Electronic Filing
LLC Registration – Articles of Organization
Entity Name:
Entity (File) Number:
File Date:
Entity Type: Domestic LLC
Jurisdiction: California
Detailed Filing Information
1.Entity Name:
2.Business Addresses:
a.Initial Street Address of
Designated Office in California:
b.Initial Mailing Address:
.Agent for Service of Process:
4.Management Structure:
5.Purpose Statement:The purpose of the limited liability
company is to engage in any lawful act
or activity for which a limited liability
company may be organized under the
California Revised Uniform Limited
Liability Company Act.
Electronic Signature:
The organizer affirms the information contained herein is true and correct.
Organizer:
Use bizfile.sos.ca.gov for online filings, searches, business records, and resources.
Tradecraft Farms Fresno - Chinatown,
LLC
202028710547
10/09/2020
Tradecraft Farms Fresno - Chinatown, LLC
721 E. 5th Street
Los Angeles, California 90013
United States
721 E. 5th Street
Los Angeles, California 90013
United States
Paula Brunelle
721 E. 5th Street
Los Angeles California 90013
United States
All LLC Member(s)
Paula Brunelle
LLC-12 Secretary of State
Statement of Information
(Limited Liability Company)
IMPORTANT — Read instructions before completing this form.
Filing Fee – $2.00
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
ªº
¬¼
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 he manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is
an en ity, 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-E78266
FILED
In the office of the Secretary of State
of the State of California
NOV 27, 2020
TRADECRAFT FARMS FRESNO - CHINATOWN, LLC
202028710547 CALIFORNIA
93706
CA 90013
93706 CA925-929 China Alley Fresno
721 E. 5TH STREET LOS ANGELES
925-929 China Alley Fresno
DeJute
LOS ANGELES
721 E. 5th Street Los Angeles 90013
David
10880 Wilshire Blvd., STE 1900 90024
CA
WalkerBarry
Walker
Los Angeles
Retail
Barry
721 E. 5th Street CA 90013
11/27/2020 Paula Brunelle Authorized Representative
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-E78266
TRADECRAFT FARMS FRESNO - CHINATOWN, LLC
202028710547 CALIFORNIA
Geoffrey Yeterian
721 E. 5th Street Los Angeles CA 90013
Thomas Andrew Gibb
721 E. 5TH STREET LOS ANGELES CA 90013
Gerald K Nickerson
341 W Escalon Ave Fresno CA 93704
Page 2 of 2
CONFIDENTIAL
OPERATING AGREEMENT OF
TRADECRAFT FARMS FRESNO –
CHINATOWN, LLC
A CALIFORNIA LIMITED LIABILITY COMPANY
December 1st, 2020
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OPERATING AGREEMENT
This Operating Agreement (the “Agreement”) of TRADECRAFT FARMS FRESNO - CHINATOWN,
LLC, a California limited liability company (the “Company”), is entered into as of December 01, 2020 by
and among the Company, each Person identified on Schedule A attached hereto (the “Managing Members
Schedule”) as of the date hereof as a Member and who has executed this Agreement or a counterpart thereof
and each other Person who, after the date hereof, becomes a Managing Member of the Company in
accordance with the terms of this Agreement by executing and delivering a joinder agreement hereto to the
Company (collectively, the “Managing Members”), pursuant to the California Revised Uniform Limited
Liability Company Act as set forth in Corporations Code Title 2.6, Corporations Code § 17701.01 et seq.
(”RULLCA”) and subject to the Articles of Organization filed September 13, 2017.
ARTICLE 1. DEFINITION OF TERMS
1.01 When used in this Agreement, the following terms, as defined here and in Corporations Code
§ 17701.02, have the following meanings:
(a) “Act” means the California Revised Uniform Limited Liability Company Act, as set forth in
Corporations Code Title 2.6, Corporations Code § 17701.01 et seq.
(b) “Agreement” means this operating Agreement, as originally executed and as amended or restated.
(c) “Articles” means the Articles of Organization for the Company required by Corp. Code § 17702.01. The
term includes the articles as amended or restated.
(d) “Available cash” of the Company means all cash funds of the Company on hand from time to time
(other than cash funds obtained as contributions to the capital of the Company by the Members and cash
funds obtained from loans to the Company), after (1) payment of all operating expenses of the Company as
of such time, (2) provision for payment of all outstanding and unpaid current obligations of the Company
as of such time, and (3) provision for a working capital reserve, as defined below.
(e) “Bankrupt” or “bankruptcy” means, with respect to any person, being the subject of any order for relief
under Title 11 of the United States Code, or any successor statute.
(f) “Capital account” means the individual accounts established and maintained pursuant to Article 3.
(g) “Contribution” means the benefit provided by a person to the Company, as defined in Corporations
Code § 17701.02(c). The Members’ contributions are shown in Schedule A, including the Schedule as
amended.
(h) “Code” means the Internal Revenue Code of 1986, as amended. All references in this Agreement to
sections of the Code include any corresponding provision or provisions of succeeding law.
(i) “Company” means the California Limited Liability Company defined in Article 2.
(j) “Entity” means any association, corporation, general partnership, limited partnership, limited liability
Company, joint stock association, joint venture, firm, trust, business trust, cooperative, and foreign
association of like structure.
(k) “Manager” means a person that under this Agreement is responsible, alone or in concert with others, for
performing the management functions set forth in subdivision (c) of Corporations Code § 17704.07, and
who has voting rights in the Company. From time to time in this Agreement, a Manager may be referred to
as a “Managing-Member”, “Member with management rights in the Company” or “Member with voting
rights in the Company.”
(l) “Member” means a person that has become a Member of the Company under Corporations Code §
17704.01 and has not dissociated from the Company under Corporations Code § 17706.02.
(m) “Member Interest” of a Member means the percentage of the Member set forth opposite the name of
the Member in Schedule A attached to this Agreement, as the percentage may be adjusted from time to time
pursuant to the terms of this Agreement.
(n) “Principal office” means the principal executive office of the Company, whether or not located in
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California.
(o) “Pro Rata Part” means the proportion that a percentage interest of a Member bears to the aggregate
interest in the Company of all Members.
(p) “Share” refers to an interest in the Company representing a contribution to capital. Whenever reference
is made to “percentage interest,” a share may be converted into the same by dividing a Member’s number
of shares by the total of all shares outstanding.
(q) “Tax Matters Member” means the Member chosen pursuant to Internal Revenue Code § 6231(a)(7) to
deal with the Internal Revenue Service on tax matters.
(r) “Transferable Interest” in the Company means the right, as originally associated with a person’s capacity
as a Member, to receive distributions from the Company in accordance with this Agreement, whether or
not the person remains a Member or continues to own any part of the right.
(s) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether
or not the transferor is a Member.
(t) “Vote” means an action taken by a Managing-Member with voting rights in the company pursuant to an
action requiring a vote under this Agreement.
(u) “Quorum” means a majority of outstanding interests in the Company present at any meeting pursuant
to Article 7 of this Agreement.
(v) "Intellectual Property" means patents, rights to apply for patents, trademarks, trade names, service
marks, domain names, copyrights and all applications and registration of such worldwide, schematics,
industrial models, inventions, know-how, trade secrets, computer software programs, and other intangible
proprietary information.
(w) “Confidential Information” means intellectual property, confidential information, financial, and/or
other business information pertaining to a Member’s, or the Company’s, business, products, and plans
which are not published or readily available to the public and which are clearly labeled as confidential or
proprietary, including, but not limited to, trade secrets, genetics, manufacturing techniques, research and
development, product descriptions and features, marketing concepts and plans, software and data, training,
pricing, sales techniques, lists of Companies and vendors, and other information which is received from the
agents or employees pertaining to the business conducted by a Member or by the Company.
(x) “Trade Secret” shall have the meaning set forth in Article 8.
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ARTICLE 2. ORGANIZATION OF COMPANY
2.01 Formation of Company
The Members have formed a Limited Liability Company under the Act by properly executing and filing
Articles of Organization pursuant to Corporations Code § 17702.01. The rights, duties, and liabilities of
the Members are determined pursuant to the Act, the Articles, and this Agreement.
If, however, there are any inconsistencies between this Agreement and the Act with respect to the rights or
obligations of any Members, this Agreement shall, to the extent permitted by the Act, prevail and control.
2.02 Company Name
The name of the Company is TRADECRAFT FARMS FRESNO - CHINATOWN, LLC. The Company
will transact business under that name. However, the Company may conduct business under another name
if the Managing-Members think it advisable, provided that the Managing-Members comply with the Act
and any other applicable laws, file fictitious name certificates and the like, and file any necessary
amendments.
2.03 Company Purpose
The purpose of the Company is to engage in any lawful act or activity for which a Limited Liability
Company may be organized under the California Revised Uniform Limited Liability Company Act.
2.04 Place of Business
The principal office of the Company will be located at: 925-929 China Alley, Fresno, CA 93706
2.05 Agent for Service of Process
The name and business address of the Company’s initial agent for service of process is Registered Agents,
Inc. Upon a majority vote of Managing-Members, the Company may remove and replace the Company’s
agent for service of process at any time.
2.06 Operative Date of Agreement
The provisions of this Agreement shall take effect on the date of execution of this Agreement as specified
above.
ARTICLE 3. MEMBERS AND MEMBER INTERESTS
3.01 Members Names, Addresses, and Initial Capital Contributions of Members.
The names and addresses of the Members, their respective Member Interests in the Company and their
initial capital contributions to the Company, if any, and are set forth on Schedule A, attached to this
Agreement and incorporated by this Reference.
3.02 Initial Capital Contributions
Each Member agrees to make the initial contribution set out in Schedule A within 30 days from the date of
execution of this Agreement. Schedule A shall be amended from time to time to reflect any changes or
adjustments in the respective contributions or percentage interests of the Members as required or permitted
under this Agreement.
3.03 Voting of Members.
On any matter presented to the Members for their vote, each Member shall have the voting rights set forth
in Schedule A.
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3.04 Capital Accounts.
An individual capital account shall be established and maintained for each Member and has been or shall
be credited with the amount of each Member’s initial capital contribution to the Company. Each Member’s
capital account shall be determined and maintained throughout the term of the Company in accordance with
the requirements of the Section 704(b) Internal Revenue Code of 1986, its counterpart in any subsequently
enacted Internal Revenue Code, and the applicable Treasury Regulations thereunder.
3.05 Capital Calls.
The Members recognize that the income produced by the Company may be insufficient to pay the cost of
operating the Company. The term “cost of operating the Company” shall include, without limiting the
generality of said term, all real estate taxes and assessments and other state and governmental charges,
insurance premiums, costs of repair and maintenance, cost of improvements, and the principal and interest
payments required to be made on any loans or mortgages of the Company. If, in the opinion of the Managing
Members, additional funds are required to pay the cost of operating the Company, such additional funds
shall be contributed by the Members in proportion to their ownership of Member Interest.
3.06 Failure to Make Contribution
Pursuant to Corporations Code § 17704.03, if a Member is required to make a contribution in accordance
with this Agreement and fails to make that contribution within 30 days from the date of execution of this
Agreement, that Member shall be obligated, at the option of the Company, to contribute cash equal to the
value of the part of the contribution that has not been made.
(a) A Member’s obligation to make a contribution to the Company is not excused by the person’s
death, disability, or other inability to perform personally.
(b) The obligation of a Member to make a contribution to the Company may be compromised only
by a unanimous vote of Managing-Members. A conditional obligation of a Member to make a
contribution to the Company shall not be enforced unless the conditions of the obligation have been
satisfied or waived as to or by that Member. Conditional obligations include contributions payable
upon a discretionary call of the Company before the time the call occurs.
3.07 Future Contributions
No Member may be required to make any capital contribution to the Company other than that required
under Section 3.01, except upon a majority vote of the Managing-Members.
(a) All additional contributions made in accordance with this section shall be made on a pro rata
basis in accordance with the respective percentage interests of the Members of the Company, unless
the Managing-Members unanimously agree to a different method of determining contributions. If
additional contributions are made other than on a pro rata basis, the respective percentage interests
of the Members in the Company shall be adjusted to reflect the total respective contributions of the
Members, and Schedule A of this Agreement shall be amended accordingly.
(b) Any advance of money to the Company by any Member in excess of the amounts provided for
in this Agreement or subsequently agreed to, will be deemed a debt due from the Company rather
than an increase in the capital contribution of the Member. This liability will not entitle the lending
Member to any increased share of the profits nor to greater voting power.
3.08 Member Loans or Services
Except as specified in Schedule A, services by any Member to the Company which form the basis of
compensation paid by the company may not be considered as contributions to the capital of the Company,
and loans by any Member to the Company shall not be treated as capital contributions to the Company.
Any compensation that the Company pays to a Member for services, and any payment made by the
Company to a Member on that Member’s loan to the Company, shall not be treated as payment made to
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that Member acting in his, her, or its capacity as a Member under Internal Revenue Code § 707.
3.09 Capital and Capital Accounts
The initial Capital Contribution of each Member is set forth in Schedule A. No interest may be paid on any
Capital Contribution.
(a) The Company will establish and maintain an individual Capital Account for each Member
pursuant to the applicable Treasury Regulations [§ 1.704-1(b)(2)(iv)].
(b) No Member has the right to withdraw his or her capital contribution or to demand and receive
property of the Company or any distribution in return for his or her Capital Contribution, except as
may be specifically provided in this Agreement or required by law.
(c) In accordance with Corporations Code § 17707.05, upon dissolution and winding up, Members
shall be entitled to return of their contributions as follows: on a pro rata basis in accordance with
the Members’ interests in Schedule A as of the date of dissolution after all creditors and outstanding
balances owed by the Company are paid in full or otherwise satisfied.
(d) If the Members cannot agree to a valuation based on the fair market value of the interests, the
value of the Company and the respective Members’ interests shall be determined pursuant to this
Agreement.
3.10 Admission of Additional Members
The Members may admit to the Company additional Members to participate in the profits, losses, available
cash flow, and ownership of the assets of the Company on such terms as are determined by the Managing-
Members. Admission of any additional Member requires a unanimous vote of Managing-Members. Any
additional Members are allocated gain, loss, income, or expense by the method provided in this Agreement.
(a) The ownership (equity) interest of any additional Member shall be determined by their percent
ownership in the Company as reflected in an amended Schedule A made pursuant to section 3.01
of this Agreement.
(b) A unanimous vote of Managing-Members shall be required to confer management rights upon
a new Member. Absent such a vote, a new Member will not have management rights in the
Company and will only be entitled to distributions in accordance with their percent interest in the
Company (as set out in Schedule A).
3.11 Limitation on Liability
Pursuant to Corporations Code § 17703.04(a), with respect to debts, obligations, or other liabilities of the
Company, whether arising in contract, tort, or otherwise: (1) They are solely the debts, obligations, or other
liabilities of the Company to which the debts, obligations, or other liabilities relate; and (2) they do not
become the debts, obligations, or other liabilities of a Member, or Manager, solely by reason of acting in
such for the Company. A Member or any employee will not be liable to the Company or to any other
Member for any mistake or error in judgment or for any act or omission believed in good faith to be within
the scope of authority conferred by this Agreement with the Company. The Member is personally liable
only for any and all acts and omissions involving intentional wrongdoing including, but not limited to, a
criminal act which results in a criminal conviction.
3.12 No Member Responsible for Other Member’s Commitment
In the event that a Member (or a Member’s shareholders, partners, Members, owners, or affiliates) has
incurred any indebtedness or obligation before the date of this Agreement that relates to or otherwise affects
the Company, neither the Company nor any other Member has any liability or responsibility with respect
to the indebtedness or obligation unless the indebtedness or obligation is assumed by the Company pursuant
to a written instrument signed by all Members. Furthermore, neither the Company nor any Member is
responsible or liable for any indebtedness or obligation that is subsequently incurred by any other Member
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(or a Member’s shareholder, partners, Members, owners, or affiliates). In the event that a Member (or a
Members’ shareholders, partners, Members, owners, or affiliates; collectively called the “liable Member”),
whether before or after the date of this Agreement, incurs (or has incurred) any debt or obligation that
neither the Company nor any of the other Members is to have any responsibility or liability for, the liable
Member must indemnify and hold harmless the Company and the other Members from any liability or
obligation they may incur in respect of the debt or obligation.
3.13 Transfer of Transferable Interests
A transferable interest is personal property. A transferable interest may be evidenced by a certificate of the
interest issued by Company in a record, and the interest represented by the certificate may be transferred
by a transfer of the certificate.
(a) With respect to a transfer in whole or in part of a transferable interest, a transfer does not by
itself cause a Member’s dissociation or a dissolution and winding up of the Company’s activities.
Subject to provisions regarding the death of a Member, a transfer does not entitle the transferee to
participate in the management or conduct of the activities of the Company, or except upon
dissolution, to have access to records or other information concerning the Company’s activities.
(b) If any Member receives an offer from a prospective third-party purchaser to buy any portion
of his or her Member Interest, he or she must first offer that interest to the remaining Members on
the same terms and conditions as received from the third-party purchaser.
3.14 Indemnification
All Members will be indemnified and held harmless by the Company from and against any and all claims
of any nature, whatsoever, arising out of a Member’s participation in Company affairs. A Member will not
be entitled to indemnification under this section for liability arising out of gross negligence, willful
misconduct or breach by the Member of any provisions of this Agreement.
3.15 Rights of Transferees
Pursuant to Corporations Code § 17705.02, a transferee has the right to receive, in accordance with the
transfer, distributions to which the transferor would otherwise be entitled. However, the pledge or granting
of a security interest, lien, or other encumbrance in or against any or all of the transferable interest of a
transferor shall not cause the transferor to cease to be a Member or grant to the transferee or to anyone else
the power to exercise any rights or powers of a Member, including, without limitation, the right to receive
distributions to which the Member is entitled. Upon dissolution and winding up of the Company, a
transferee is entitled to an account of the Company’s transactions only from the date of dissolution. A
transfer of a transferable interest in violation of a restriction on transfer contained in this operating
Agreement is ineffective as to a person having notice of the restriction at the time of transfer.
3.16 Rights of Transferors
Pursuant to Corporations Code § 17705.02, and except as otherwise provided, when a Member transfers a
transferable interest, the transferor retains the rights of a Member, other than the interest in distributions
transferred, and retains all duties and obligations of a Member.
(a) When a Member transfers a transferable interest to a person that becomes a Member with
respect to the transferred interest, the transferee is liable for the Member’s obligations for
contributions under Corporations Code § 17704.03 and liability for wrongful distributions under
Corporations Code § 17704.06(c) known to the transferee when the transferee becomes a Member.
(b) A Member may only transfer an interest to a person that becomes a Member with respect to
the transferred interest only upon a unanimous vote of Managing-Members.
(c) In the event that a Member’s interest in the Company is transferred or assigned as the result of
a court order or Operation of Law, the trustee in bankruptcy or other person acquiring that
Member’s interest in the Company will only acquire that Member’s economic rights and interests
and will not acquire any other rights of that Member or be admitted as a Member of the Company
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or have the right to exercise any management or voting interests.
3.17 Valuation of Interest
In the absence of a written agreement setting a value, the value of the Company will be based off the fair
market value appraisal of all Company assets (less liabilities) determined in accordance with generally
accepted accounting principles. This appraisal will be conducted by an independent accounting firm agreed
to by all Members. The results of the appraisal will be binding on all Members.
(a) No allowance will be made for goodwill, intellectual property or other intangible assets, except
where such assets have been reflected on the Company books immediately prior to valuation.
3.18 Death of Member
Pursuant to Corporations Code § 17705.04, if a Member dies, the deceased Member’s personal
representative or other legal representative may exercise the rights of a transferee under Corporations Code
§ 17705.02(c) and for purposes of settling the estate, the rights of a current Member under Corporations
Code § 17704.10. The personal or legal representative of the deceased Member does not become a Member
with respect to that interest.
(a) If the personal or legal representative of the deceased Member intends to sell or otherwise
transfer the deceased Member’s interest, the representative must first offer the Company a right of
first refusal to repurchase the interest at its fair market value.
3.19 Defaulting Members. If any Member is unwilling or unable to make, within thirty (30) days,
any or all of such Member’s proportionate contribution upon a capital call, then the other Members shall
each have the right to make up such deficit amount in any proportion that they decide. If the other Members,
or any one of them, makes a contribution pursuant to the foregoing, such Member(s) shall have the option
to treat the contribution as (i) additional capital of the Company, or (ii) to treat the contribution as a loan to
the defaulting Member. Such election shall be made, in writing, at the time the contribution is made.
(a) If the contributing Members elect to treat their contribution as additional capital, then after
such contributions are made, each Member’s percentage capital interest in the Company (and their
respective interests in the net profits, net losses and cash flow) shall be adjusted and determined by
dividing the total amount of capital contributed to the Company by such Member since the
Company’s inception by the total amount of capital contributed to the Company since its inception
by all Members. The resulting quotient, with respect to each Member, shall be the adjusted
percentage interest of such Member in the capital of the Company (and in the net profits, net losses
and cash flow). In accordance with such increased capital interest, the Company shall amend
Schedule A to properly reflect such Members increased Member Interest in the Company.
(b) If the contributing Members elect to treat their contributions as a loan to the defaulting
Member, then no adjustment shall be made to the percentage capital interest of the contributing
Members, and each Member’s share in the profits and losses and cash flow of the Company shall
remain the same. The defaulting Member’s capital account shall be increased in the same amount
as would occur if the defaulting Member had made the additional capital contribution in the amount
of the loan. In addition, the defaulting Member’s share in the net profits, net losses and cash flow
of the Company shall be adjusted, if necessary, as if he or she had made a contribution to the capital
of the Company in the amount of such loan. The amount advanced by the Members on behalf of
the defaulting Member shall be a debt of the defaulting Member to the contributing Members and
shall bear interest at the prime rate or other rate agreed to in writing by all parties. Thereafter, all
distributions of cash from the Company due to the defaulting Member shall be paid to the Members
who elected to treat their contribution as loan until such time as the principal and interest of the
loan is paid in full.
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ARTICLE 4. MANAGEMENT
4.01 Management by Members.
The Company will be a Member-Managed, LLC; the Members as managers will manage the Company.
Except as otherwise provided in this Agreement, each Member has the full and complete authority, power,
and discretion to act for and bind Company in the ordinary course of Company's business. The management
and conduct of the Company are vested in its Members pursuant to Corporation Code §17704.07.
4.02 Duty of Care.
All Managing-Members must manage the Company with the skill, care and ability of an ordinary prudent
person.
4.03 Officers.
By a majority vote of the Members, the Members may appoint individuals as officers of the Company (the
“Officers”) to carry on the business of the Company and may delegate to such Officers such power and
authority as they deem necessary or advisable. An Officer is not required to be a Member of the Company.
Any individual may hold two or more offices of the Company. Each Officer shall hold office until his or
her successor is designated by the Members or until his or her earlier death, resignation, or removal. Any
Officer may resign at any time upon written notice to the Manager. Any Officer may be removed by a
majority vote at any time, with or without cause. A vacancy in any office occurring because of death,
resignation, removal, or otherwise may, but need not, be filled in the same manner.
4.04 Duty of Loyalty
No Member will engage in any business, venture or transaction, whether directly or indirectly, that might
be competitive with the business of the Company or that would directly conflict with an interest of the
Company. In the case of a Member, any potential conflict of interest will be deeded an involuntary
dissociation of the offending Member and may be treated accordingly by the remaining Members.
4.05 Notwithstanding Section 4.04, a Member may engage in business which might be competitive
with the business of the Company or a direct conflict of interest with the Company, provided that they (1)
disclose the conflict to the Members, (2) such Members with management rights in the Company
(Managing-Members) ratify the conduct by a majority vote, and (3) the terms of the business deal are fair
and reasonable.
4.06 Forbidden Acts
No Member may act in contravention of this Agreement. Any commission of the forbidden acts in this
section will be deemed an involuntary withdrawal and wrongful dissociation of the offending Member, and
may be treated accordingly by the remaining Members.
No Member:
(a) may intentionally permit the assignment of express, implied or apparent authority to a third
party that is not a Member of the Company.
(b) shall do any act which would make it impossible to carry on the ordinary business of the
Company.
(c) shall have the right or authority to bind or obligate the Company to any extent with regard to
any matter outside the intended purpose of the Company.
(d) shall confess a judgment against the Company.
4.07 Limited Liability of Members
No Member shall be subject to liability under this section absent fraud, extreme recklessness or
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gross negligence in managing the affairs of the Company.
ARTICLE 5. MEETINGS OF MEMBERS
5.01 Regular Meetings.
Meetings of Members are governed by the California Revised Uniform Limited Liability Company Act,
Corporations Code § 17704.07. Members shall, in good faith, attempt to hold meetings whenever necessary
to conduct Company business, and to maintain the required formalities of a Limited Liability Company.
However, nothing in this Agreement shall be construed so as to imply or expressly require Members to hold
regular meetings or keep minutes.
5.02 Notice.
If any action on the part of the Members is to be proposed at the meeting, then written notice of the meeting
must be provided to each Member entitled to vote not less than ten (10) days or more than sixty (60) days
prior to the meeting. Notice may be given in person, by fax, by first-class mail or by any other written
communication, charges prepaid, at the Members’ address listed in Schedule A. The notice shall contain
the date, time, and place of the meeting and a statement of the general nature of the business to be transacted
there.
5.03 Quorum.
Where a vote is required on an action proposed at a meeting, a quorum of outstanding interests in the
Company must be present to make such a vote valid under this Agreement. At any meeting of Members,
presence of Members entitled to cast at least 51 percent of the total votes of all Members entitled to vote at
the meeting constitutes a quorum.
5.04 Consent by Members in Lieu of Meetings of Members.
Subject to the applicable laws of the State of California, any action required or permitted to be taken at a
Members' meeting may be taken without a meeting if the action is approved by the written consent of the
Members entitled to vote on the action. The written consent must describe the action to be taken, be signed
by all the Members entitled to vote on the action, and delivered to Company for inclusion in the Company
minutes. The record date for determining Members entitled to take action without a meeting is the first date
a Member signs the consent to that action.
5.05 Annual Meeting of Members Not Required.
The Members may, but need not, hold an annual meeting and may hold additional regular meetings. Any
action required or permitted to be taken by the Members at a meeting may be taken by the written consent
of Members having not less than the minimum number of votes that would be necessary to authorize or
take that action at a meeting at which all Members entitled to vote on that action at a meeting were present
and voted.
ARTICLE 6. VOTING RIGHTS
6.01 Votes Required to Act.
Except as otherwise provided by law or in this Agreement, a Members Voting Interest shall equal their
respective Voting percentages as set out in Schedule A.
6.02 Deadlock.
If the Members are deadlocked on any matter or any decision, the Members must promptly select a mutually
acceptable and independent individual who will, after good faith discussions with the Members, resolve the
deadlocked matter (including, if necessary, by causing his or her vote in favor of a proposed resolution).
Such individual shall be selected based on the unanimous vote of all Members. If the Members cannot
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agree on the selection of such an individual, any Member is entitled to request that an official of the local
office of the American Arbitration Association ("AAA") appoint such an individual.
6.03 Vote by Proxy.
Pursuant to Corporations Code § 17704.07(o), the use of proxies shall be governed in the same manner as
in corporations formed under the General Corporation Law, Corporations Code § 100 et seq.
6.04 Actions Without Meeting
Pursuant to Corporations Code § 17704.07(n), any action that may be taken at any meeting of the Members
may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed and
delivered to the Company within 60 days of the record date for that action by Members having not less than
the minimum number of votes that would be necessary for that action at a meeting at which all Members
entitled to vote thereon were present and voted.
6.05 Limitations on Power of Members as Managers.
Notwithstanding the provisions above, none of the following acts shall be taken, sums expended, decisions
made, or obligation incurred by any Member regarding a matter, until the same has been approved by at
least a Two-Thirds (2/3rds) majority vote of the Members:
(a) The transfer, exchange, or other disposition of all Company's assets, any significant portion thereof,
or any significant interest in Company assets occurring as part of a transaction or plan.
(b) The merger of Company with any other limited liability company, limited partnership, or
corporation.
(c) Contracting on behalf of Company of any debt, obligation, or liability on behalf of Company of
more than $100,000, except for trade debt incurred in the ordinary course of Company's business
and due within 12 months.
(d) Making any single expenditure, or expenditures in any one year that in the aggregate are in excess
of $100,000.
(e) Approving the transfer of a Member Interest and the admission of a Transferee as a Member.
(f) Amending the Articles or this Agreement.
(g) Performing any act that would make it impossible to carry on the ordinary business of Company.
(h) Making, executing, or delivering on behalf of Company any assignment for the benefit of creditors
or any guarantee, indemnity bond, or surety bond, or any equivalent thereof.
(i) Lending funds belonging to Company to any third party or extending to any person, firm, or
corporation, credit on behalf of Company, except in the ordinary course of business or as set forth
in this Agreement.
(j) Changing the amount or character of Capital Contributions, or changing the character of the
business of Company.
(k) settle any lawsuit, action, dispute, or other proceeding or otherwise assume any liability [with a
value equal to or in excess of $10,000 or agree to the provision of any equitable relief by the
Company.
ARTICLE 7. ALLOCATIONS: DISTRIBUTIONS AND INTERESTS
7.01 Allocation of Net Income, Net Loss, or Capital Gains
Except as may be expressly provided otherwise in this Article 7, and subject to the provisions of Internal
Revenue Code § 704(c), the net income, net loss, or capital gains of the Company for each fiscal year of
the Company is allocated to the Members, pro rata in accordance with their percentage Member Interests
in the Company.
(a) If a Member, on formation of the Company or at any time thereafter, contributes property with
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an adjusted income tax basis different from the fair market value at which the property is accepted
and credited to that Member’s capital account, then solely for income tax purposes and the
determination of each Member’s distributive share of the net Company profits and losses, any
depreciation, depletion, gain, or loss with respect to that property shall, pursuant to Internal
Revenue Code § 704(c) of 1986 and Treasury Regulations § 1.704-3, be allocated according to the
traditional method with remedial allocations.
(b) A Member’s interest in the Company will be considered personal property.
7.02 Cash Flow.
The cash flow of the Company shall be the net profits and losses of the Company, according to Generally
Accepted Accounting Practices (GAAP), plus depreciation and other noncash charges deducted in
determining such profits and losses, minus principal payments on all mortgages, and any other cash
expenditures which have not been deducted in determining the net profits and losses of the Company, and
minus the amount reasonably determined by the Managing-Members to be necessary to maintain for the
Company sufficient working capital and a reasonable reserve. The cash flow of the Company shall be
determined separately for each fiscal year and not cumulatively.
7.03 Distribution or Retention of Cash Flow.
Cash flow, as determined in accordance with this Article, shall be distributed to the Members in accordance
with the following provisions. All distributions of cash flow shall be made in proportion to the Member
Interest held by each Member.
(a) The Company shall make mandatory pro-rata distributions to the Members for the payment of
taxes in accordance with the following:
(1)The amount distributable with respect to any year shall be equal to the aggregate amount
of Federal, state and local income taxes payable by the Members with respect to the taxable
income of the Company, assuming, for purposes of determining the amount of such distribution,
that each Member will be taxed on the net amount set forth in the Member’s respective K-1 at the
highest marginal individual Federal income tax rate for such year, and at the highest marginal
individual state and local income tax rates applicable to any Member for each such taxable year;
and
(2) such distributions shall be payable at such time or times and in such amounts as will enable
the Members to avoid penalties and interest otherwise payable on account of the failure to pay a
sufficient amount of estimated taxes as required by law, which distributions shall be made at such
time or times as may be determined by the Managers.
(b) The balance of the cash flow remaining, if any, following the tax distributions described above,
shall be distributed pro-rata to the Members at such times and in such amounts as the Managing
Members in their reasonable discretion shall determine.
7.04 Banking and Company Funds
The funds of the Company will be placed in such investments and banking accounts as will be designated
by the Managing-Members. All withdraws from these accounts will be made by a duly authorized agent or
agents of the Members as agreed by a unanimous vote of Managing-Members. Company funds will be
held in the name of the Company and will not be comingled with those of any other person or entity.
7.05 Allocation of Income and Loss and in Respect of Interests Transferred
If any interest in the Company is transferred, or is increased or decreased by reason of the admission of a
new Member or otherwise, during any fiscal year of the Company, each item of income, gain, loss,
deduction, or credit of the Company for the fiscal year must be assigned pro rata to each day in the particular
period of the fiscal year to which the item is attributable (that is, the day on or during which it is accrued or
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otherwise incurred) and the amount of each item so assigned to any day shall be allocated to the Member
based on his or her respective interest in the Company at the close of the day. For the purpose of accounting
convenience and simplicity, the Company may treat a transfer of, or an increase or decrease in, an interest
in the Company that occurs at any time during a semimonthly period (commencing with the semimonthly
period including the date of this Agreement) as having been consummated on the first day of the
semimonthly period, regardless of when during the semimonthly period the transfer, increase, or decrease
actually occurs (that is, sales and dispositions made during the first 15 days of any month are deemed to
have been made on the 16th day of the month).
7.06 Distribution of Available Cash
Interim distributions made before the dissolution and winding up of the Company will be made periodically,
but not less frequently than at the end of each calendar quarter. The available cash of the Company, if any,
will be distributed to the Members pursuant to their percent interests in the Company (as reflected in
Schedule A). For any calendar quarter, available cash need not be distributed to the extent that the cash is
required for a reasonable working capital reserve for the Company; the amount of the reasonable working
capital reserve is to be determined by a majority vote of Managing-Members. No Member will have priority
over any other Member for any Distribution.
(a) Upon a majority vote of Managing-Members, the Company may issue distributions to
a Member or Members in amount other than that which is determined by this Agreement
(as reflected in Schedule A).
(b) If, before a distribution is made, a Member leaves the Company by means other than
wrongful dissociation or being expelled, that Member shall receive a cash distribution, if
any, in proportion to the number of days that they served as a Member during the
distribution period.
(c) With the exception of dissolution and winding-up, distributions must be made in cash.
Distribution of Company assets and equipment may be made during dissolution and
winding-up as necessary to reimburse Members for their respective capital contributions
to the Company, and to pay off any outstanding debts owed by the Company.
7.07 Charging Order
If a creditor obtains a lien or a charging order against any Member’s Member Interest, the creditor or
claimant shall only be considered a Transferee/Assignee and will be limited to the rights of such. The
creditor or claimant shall have no right to become a Member or have rights to management participation
nor have the right to participate as a Member or Manager in any regard to the affairs of the Company. The
creditor or claimant shall only be entitled to receive the share of profits and losses, or the return of capital,
to which the Member would otherwise have been entitled.
(a) Upon a majority vote of Managing-Members, the Company may purchase any or all part of
the Member Interest(s) that are subject to the charging order, bankruptcy, lien or other involuntary
transfer at a discounted price. Written notice of such purchase shall be provided to the creditor or
claimant.
7.08 Tax Matters Member.
The Tax Matters Member of the Company, chosen pursuant to Internal Revenue Code § 6231(a)(7), is
Geoffrey Yeterian, who has the same authority as granted by the Internal Revenue Code to a tax matters
partner.
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ARTICLE 8. PROTECTION OF TRADE SECRETS
8.01 Trade Secret
“Trade Secret” as provided in the Uniform Trade Secrets Act (California Civil Code §3426.1(d)), includes
certain Confidential Information and means, without limitation, information, including a formula, pattern,
compilation, program, device, method, technique, or process that (a) derives independent economic value,
actual or potential, from not being generally known to the public or to other persons who can obtain
economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy. As used herein, the term “Trade Secret” shall include without
limitation any and all confidential information, intellectual property, customer lists, cannabis industry
affiliations, technical information, know-how, formulas, cannabis genetics, prototypes, specifications,
directions, instructions, protocols, procedures, results, analyses, raw material sources, manufacturing data,
formulation or production technology, conceptions, ideas, innovations, discoveries, inventions, processes,
methods, materials, devices, formulae, equipment, enhancements, modifications, technological
developments, techniques, systems, tools, designs, drawings, plans, software, documentation, data,
programs, and other knowledge, information, skills, and any combinations, modifications, variations,
derivative works, and improvements of or relating to any of the foregoing.
8.02 Confidential
As described herein, the Members hereto agree to maintain the strict confidences of any Trade Secret, which
it may come to know or possess by virtue of this Agreement. Each Member acknowledges that the Trade
Secrets, processes, methods, and technical information of the Company and of each individual member,
and any other matters designated by all of the Members, are valuable assets critical to the success of the
organization.
(a) Unless he or she obtains the written consent of each Member of the Company, each Member
agrees never to disclose to any individual or organization, except in authorized connection with the
business of the Company, any Trade Secret, process, or other matter referred to in this Section
while a Member of the Company, or at any later time, regardless if a member is no longer associated
with the Company. No Member may use any other Member’s intellectual property or Trade Secret
without prior written consent of the respective Member.
(b) THE MEMBERS ACKNOWLEDGE AND AGREE THAT THIS SECTION SHALL
SURVIVE THE TERMINATION OR CANCELLATION OF THIS AGREEMENT.
8.03 Member’s Intellectual Property
Unless otherwise provided for in writing, all intellectual property, including without limitation, Trade
Secrets, inventions, methods, Trademarks, Service Marks, Container Brand or otherwise, and their
derivatives shall remain at all times the sole property of the respective Member who owned or possessed
such intellectual property immediately prior to the execution of this agreement.
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ARTICLE 9. COMPANY RECORDS AND REPORTS
9.01 Required Books and Records
At its California office, the Company shall maintain in writing, or in any other form capable of being
converted into clearly tangible form, the following books and records in compliance with Corporations
Code § 17701.13(a),(d):
(a) A current list setting forth, in alphabetical order, the full name and last known business or
residence address of each Member and of each holder of transferable interest in the Company,
together with the contribution and the share in profits and losses of each Member and holder of a
transferable interest.
(b) A copy of the Company’s articles of organization and all amendments thereto, together with
any powers of attorney pursuant to which the articles of organization or any amendments thereto
were executed.
(c) Copies of the Company’s federal, state, and local income tax or information returns and
reports, if any, for the six most recent fiscal years.
(d) A copy of this Agreement, and any amendments thereto, together with any powers of attorney
pursuant to which any written operating Agreement or any amendments thereto were executed.
(e) Copies of the Company’s financial statements, if any, for the six most recent fiscal years.
(f) The books and records of the Company’s internal affairs for at least the current and past four
fiscal years.
(g) A current list of the full name and business or residence address of each Member.
9.02 Records and Accounting; Fiscal Year
The books and records of the Company must be kept, and the financial position and the results of its
operations recorded, in accordance with the accounting methods elected to be followed by the Company
for federal and state income tax purposes. The books and records of the Company must reflect all Company
transactions and must be appropriate and adequate for the Company’s business. The fiscal year of the
Company for financial reporting and for federal income tax purposes is the calendar year.
9.03 The Managers shall close the accounting records at the close of each calendar year, and shall
prepare and send to each Member a statement of such Member’s distributive share of income and expense—
in the form of a Schedule K-1—for income and tax reporting purposes.
9.04 Access to Information
(a) Pursuant to Corporations Code § 17704.10, upon the request of a Member or holder of a
transferable interest, for purposes reasonably related to the interest of that person as a Member or
a holder of a transferable interest, a Member in possession of the requested information shall
promptly deliver, in writing, to the Member or holder of a transferable interest, at the expense of
the Company, a copy of the information required to be maintained by Corporations Code §
17701.13(d)(1),(2),(4), and any written operating Agreement of the Company.
(b) Each Member and holder of a transferable interest has the right, upon reasonable request, for
purposes reasonably related to the interest of that person as a Member, or holder of a transferable
interest, to each of the following:
(1) To inspect and copy during normal business hours any of the records required to be
maintained pursuant to Corporations Code § 17701.13.
(2) To timely obtain in writing from the Company, after becoming available a copy of its
federal, state, and local income tax returns for each year.
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ARTICLE 10. MEMBER’S DISSOCIATION
10.01 Causes of Dissociation
(a) A person is dissociated as a Member from the Company upon any of the events specified in
Corporations Code § 17706.02.
(b) Events leading to the involuntary withdrawal of a Member from the Company will include,
but will not be limited to: death of a Member; Member’s mental incapacity; breach of fiduciary
duties of a Member, Bankruptcy of a Member; Operation of Law against a Member or upon
commission of any of the prohibited acts described in Section 4.06 of this Agreement.
(c) Expulsion of a Member can also occur on application by the Company or another Managing-
Member, where it has been judicially determined that the Member has: engaged in wrongful
conduct and adversely affected the Company’s business; or has willfully or persistently committed
a material breach of this Agreement or a duty owed to the Company or the other Members.
10.02 Right to Dissociate
Pursuant to Corporations Code § 17706.01(a), a person has the power to dissociate as a Member at any
time, rightfully or wrongfully, by withdrawing as a Member by express will pursuant to Corporations
Code § 17706.02(a).
10.03 Effect of Dissociation
When a person is dissociated as a Member of the Company, under Corporations Code § 17706.03, the
person’s right to participate as a Member in the management and conduct of the Company’s activities
terminates. As a Member-Managed LLC, the person’s fiduciary duties as a Member end with regard to
matters arising and events occurring after the person’s dissociation. Subject to applicable law, any
transferable interest owned by the person immediately before dissociation in the person’s capacity as a
Member is owned by the person solely as a transferee. A person’s dissociation as a Member of the
Company does not of itself discharge the person from any debt, obligation, or other liability to the
Company or the other Members that the person incurred while a Member. The involuntary withdraw of a
Member shall have no effect upon continuance of the Company.
10.04 Wrongful Dissociation
A person’s dissociation from the Company is wrongful pursuant to Corporations Code § 17706.01(b) only
if either of the following apply to the dissociation:
(a) The dissociation is in breach of an express provision of this Agreement.
(b) The dissociation occurs before the termination of the Company and the person withdraws as a
Member by express will; the person is expelled as a Member by judicial order under Corporations
Code § 17706.02(e); the person is dissociated under Corporations Code § 17706.02(g) by becoming
a debtor in bankruptcy; or in the case of a person that is not a trust other than a business trust, an
estate, or an individual, the person is expelled or otherwise dissociated as a Member because it
dissolved or terminated.
10.05 Liability for Wrongful Dissociation
A person that wrongfully dissociates as a Member is liable to the Company and to the other Members for
any damages caused by the dissociation. The liability is in addition to any other debt, obligation, or other
liability of the Member to the Company or the other Members.
(a) On purchase and sale resulting from the voluntary or involuntary dissociation of a Member, a
dissociated Member will only have liability for Company obligations that were incurred during
their time as a Member. Immediately upon purchase of a withdrawing Members interest, the
Company shall prepare, file, serve and publish all notices required by law to protect the
withdrawing Member from liability for future Company obligations.
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ARTICLE 11. DISSOLUTION AND WINDING UP OF COMPANY
11.01 Events Causing Dissolution
Pursuant to Corporations Code § 17707.01, and except as otherwise provided in this Agreement, the
Company shall be dissolved and its activities shall be wound up on the first to occur of the following events:
(a) On the death, insanity, bankruptcy, retirement, resignation, or expulsion of any Member,
unless at least 50 percent of the remaining Members consent to continue the Company within 90
days of the dissolution event.
(b) On the failure of the Company to achieve its intended purpose as stated in this Agreement,
unless the Members unanimously agree to continue the existence of the Company at that time. For
purposes of this Section, the Company shall be deemed to have failed to achieve its intended
purpose if and only if any of the following occur:
(c) By unanimous vote of all the Managing-Members that the Company should be dissolved.
(d) The passage of 90 consecutive days during which the Company has no Members.
(e) Entry of a decree of judicial dissolution pursuant to Corporations Code § 17707.03.
(f) At any earlier time at which dissolution may be required under applicable law.
11.02 Persons Who May Conduct Winding Up
(a) Pursuant to Corporations Code § 17707.04, the Managers who have not wrongfully dissolved
or dissociated from the Company, or if none, the Members, or if none, the person or persons signing
the articles of organization, may wind up the Company’s affairs. The persons winding up the affairs
of the Company shall give written notice of the commencement of winding up by mail to all known
creditors and claimants whose addresses appear on the records of the Company.
(b) The Members winding up the Company’s affairs shall be entitled to reasonable compensation
on terms to be determined by a majority vote of the Managing-Members.
11.03 Distribution of Assets After Provision for Payment of Creditors.
(a) Pursuant to Corporations Code § 17707.05, after determining that all the known debts and
liabilities of the Company including, without limitation, debts and liabilities to Members who are
creditors of the Company, have been paid or adequately provided for, the remaining assets shall be
distributed among the Members according to their respective rights and preferences as follows:
(1) To Members in satisfaction of liabilities for distributions pursuant to Corporations Code
§§ 17704.04, 17704.05, or 17704.06.
(2) To Members for the return of their contributions.
(3) To Members in the proportions in which those Members share in distributions.
(b) The payment of a debt or liability, whether the whereabouts of the creditor is known or
unknown, has been adequately provided for if the payment has been provided for by either of the
following means:
(1) Payment has been assumed or guaranteed in good faith by one or more financially
responsible persons or by the United States government or any agency thereof, and the
provision, including the financial responsibility of the person, was determined in good
faith and with reasonable care by the Members to be adequate at the time of any
distribution of the Company’s assets pursuant to this Section.
(2) The amount of the debt or liability has been deposited with the Controller of the State of
California pursuant to Corporations Code § 2008.
(c) The claims of each of the priority groups in Section (a), subsections (1)-(3) will be satisfied in
full before satisfying the claims of the lower priority group. An excess of Company assets after
liabilities or any insufficiency in Company assets in resolving liabilities under this section will be
resolved by the Members in proportion to the profit and loss share of each Member as set out in
this Agreement.
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ARTICLE 12. DISPUTE RESOLUTION
12.01 Mediation/Arbitration. In the event of any controversy or claim arising out of or relating to
this agreement, or a breach thereof, the Parties hereto shall first attempt to settle the dispute by mediation,
administered by the American Arbitration Association under its Mediation Rules, or as otherwise agreed to
in writing by both parties. If settlement is not reached within sixty (60) days after service of a written
demand for mediation, the Parties agree any dispute, controversy or claim arising out of or relating in any
way to the agreement including without limitation any dispute concerning the construction, validity,
interpretation, enforceability or breach of the agreement, shall be exclusively resolved by binding
arbitration upon a Party’s submission of the dispute to arbitration. The arbitration shall be conducted in
accordance with the then existing Commercial Rules of the American Arbitration Association. In such an
event, the number of arbitrators shall be one (1) and the place of arbitration shall be Los Angeles County,
California. The parties agree that the arbitrator shall have authority to grant injunctive relief, specific
performance or other forms of equitable relief to any party. It is specifically understood and agreed that
any party may enforce any award rendered by bringing suit in any court of competent jurisdiction. Except
as may be required by law, neither a party nor its representatives may disclose the existence, content, or
results of any arbitration hereunder without the prior written consent of both parties.
ARTICLE 13. COMPLIANCE WITH EQUITY SHARE REQUIREMENTS
13.01 To the extent that any provision of this Agreement, or part thereof, is or may be construed to
be inconsistent with or in violation of the “Equity Share” requirements set forth in the Los Angeles
Municipal Code section 104.20, such provision(s) shall be ineffective, unenforceable, and null and void.
Upon a determination that any provision of this Agreement, or part thereof, is deemed ineffective,
unenforceable, or null and void, the Members shall in good faith amend this Agreement so as to effect the
original intent of this Agreement to the fullest extent permitted under Applicable Law.
ARTICLE 14. MISCELLANEOUS PROVISIONS
14.01 Complete Agreement: Merger Clause
This Agreement and the Articles of this Company constitute the complete and exclusive statement of the
Agreement among the Members with respect to the subject matter described. As such, this is a fully
integrated Agreement which cannot be contradicted by introduction of any extrinsic evidence. This
Agreement contains the entire understanding between and among the Members and Parties and supersedes
any prior written and oral statements, understandings and agreements between and among them exclusively
respecting the subject matter of this Agreement; no representation, statement, or condition or warranty not
contained in this Agreement, or the Articles (or any Amendments thereof) is binding on the Members or
has any force or effect.
14.02 Governing Law
This Agreement and the rights of the parties under this Agreement will be governed by, interpreted, and
enforced in accordance with the laws of the State of California.
14.03 Amendments
Pursuant to Corporations Code § 17704.07, any amendment to this Agreement shall require a majority vote
of Managing-Members.
14.04 Waiver
Failure by any party hereto to enforce any covenant, duty, agreement, term or condition of this Amendment,
or to exercise any right hereunder, shall not be construed as thereafter waiving such covenant, duty, term,
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condition or right; and in no event shall any course of dealing, custom or usage of trade modify, alter or
supplement any term of this Amendment.
14.05 Severability
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under the present or future
laws effective during the term of this Agreement, the provision is fully severable; this Agreement is
construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of
this Agreement; and the remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid, or unenforceable provision; and there will be added automatically
as a part of this Agreement a provision as similar in terms to the illegal, invalid, or unenforceable provision
as may be possible and be legal, valid, and enforceable.
14.06 Additional Documents and Acts
Each Member agrees to execute and deliver additional documents and instruments and to perform all
additional acts necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions,
and conditions of this Agreement and the transactions contemplated by it.
14.07 No Third Party Beneficiary
This Agreement is made solely and specifically among and for the benefit of the parties to it, and their
respective successors and assigns, subject to the express provisions of the Agreement relating to successors
and assigns, and no other person has or will have any rights, interest, or claims under this Agreement as a
third-party beneficiary or otherwise.
14.08 Tax Consequences
This Company is intended to be treated as a partnership for the purposes of state and federal income tax.
(a) Members acknowledge that the tax consequence of each Member’s investment in the Company
is dependent on each Member’s particular financial circumstances. Each Member will rely solely
on the Member’s financial advisors and not the Company. The Company makes no warranties as
to the tax benefits that the Members receive or will receive as a result of the Member’s investment
in the Company.
(b) By signing this Agreement, Members understand that, because the Company is subject to pass
through taxation, each Member will be personally responsible for their own tax liability arising
from distributions made under this Agreement.
14.09 Title to Company Property
Legal title to all property of the Company must be held and conveyed in the name of the Company.
14.10 Reliance on Authority of Person Signing Agreement
In the event that a Member is not a natural person, neither the Company nor any Member will (1) be required
to determine the authority of the individual signing this Agreement to make any commitment or undertaking
on behalf of the entity or to determine any fact or circumstance bearing on the existence of the authority of
the individual, or (2) be required to see to the application or distribution of proceeds paid or credited to
individuals signing this Agreement on behalf of the entity.
14.11 Warranty of Each Member
Each Member agrees, represents, and warrants that at the time he or she executes this Agreement, either
(a) He or she is under no legal obligation, by way of judgment, Agreement, contract, or otherwise,
specifically including but not limited to any employment Agreement, marital settlement
Agreement, prenuptial or postnuptial Agreement, non-marital property Agreement, or creditor’s
Agreement, that conflicts with the terms of this Agreement or might impede that Member’s ability
to comply with the terms of this Agreement, including but not limited to those provisions of this
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Agreement respecting the operation and management of the Company or dealing with the transfer
or interests in the Company; or
(b) That if he or she is under any legal obligation referred to in Section (a), above, he or she shall
supply, at the time he or she executes this Agreement, a signed consent by each person legally to
entitled to enforce that obligation, in substantially the form of the spousal consent form attached to
this Agreement, modified as appropriate to the circumstances and approved by all the other
Members of the Company, by which that person legally entitled to enforce the obligation agrees to
be bound by all provisions of this Agreement.
14.12 Execution of Spousal Consent
Each Member who is a married person agrees that at the time that Member executes this Agreement, he or
she shall supply a signed consent by that Member’s spouse, in the form attached to this Agreement, by
which that Member’s spouse agrees to be bound by the provisions of this Agreement.
14.13 Multiple Counterparts
This Agreement may be executed in several counterparts, each of which is deemed an original but all of
which constitute one and the same instrument. However, in making proof only one copy signed by the party
to be charged is required.
14.14 Binding Effect
Subject to the provisions of this Agreement relating to transferability, this Agreement is binding on and
inures to the benefit of the Members, and their respective distributees, successors, and assigns.
14.15 Notices
Any notice to be given or to be served on the Company or any party to this Agreement in connection with
this Agreement must be in writing and is deemed to have been given and received when delivered to the
address specified by the party to receive the notice. Notices must be given to each Member at the address
specified in Schedule A. Any Member or the Company, at any time, may designate any other address in
substitution of the foregoing address to which notice will be given by giving written notice to the other
Members and the Company.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement, to be effective as of the date
the Articles of Organization of the Company are accepted for filing by the Secretary of State.
Executed: December _____ , 2020
TRADECRAFT FARMS FRESNO – CHINATOWN, LLC
_______________________________________________ ________________________
Barry Walker Date
CEO
_______________________________________________ ________________________
Geoffrey Yeterian Date
CFO
_______________________________________________ ________________________
Thomas Gibb Date
COO
_______________________________________________ ________________________
Gerald Nickerson Date
Regional Director of Community Relations & Social Policy
1
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SCHEDULE A
Contributions and Percentage Interests of Members of Tradecraft Farms Fresno – Chinatown, LLC
DATED: December 1, 2020
Member
Name
Address
Contribution
Description
Value of
Contribution
Allocation of
Profits/Loses
(Equity %)
Voting
Rights
(Voting %)
Barry Walker
721 E. 5th Street
Los Angeles, CA 90013
Experience and future
services
50%
50%
Geoffrey Yeterian
721 E. 5th Street
Los Angeles, CA 90013
Experience and future
services
22.5%
22.5%
Thomas Gibb
721 E. 5th Street
Los Angeles, CA 90013
Experience and future
services
22.5%
22.5%
Gerald Nickerson
341 W. Escalon Avenue
Fresno CA 93704
Experience and future
services
5%
5%
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
Barry Walker, Tradecraft Farms Fresno - Chinatown, LLC
721 E. 5th Street, Los Angeles CA 90013
17 November
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Non-Revolving Credit Facility Agreement Page 1 of 22
NON-REVOLVING CREDIT FACILITY AGREEMENT
This non-revolving credit facility agreement (“Agreement”) is effective as of December 1 , 2020
(the “Effective Date”), by and between Tradecraft Farms Fresno – Chinatown, LLC
(“Borrower”), and Dub Brothers Management, LLC, (“Lender”). Borrower and Lender may
individually be referred to as a “Party” or collectively as the “Parties”.
WHEREAS, Borrower is in the process of applying for a storefront commercial cannabis retail
business license in the City of Fresno, CA (the “License”);
WHEREAS, in order for Borrower to develop and operate a state licensed commercial cannabis
retail facility and comply with the City of Fresno’s Commercial Cannabis Business Application
Requirements, Borrower is in need of operating capital for its initial facility build-out and start-up
operational expenses of the business / License;
WHEREAS, Borrower has applied for a non-revolving credit facility from the Lender in the total
principal amount of up to
WHEREAS, Subject to the terms, provisions and conditions hereunder, Lender is willing to make
said non-revolving credit facility available to Borrower;
NOW, THEREFORE, in consideration of the promises herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and
the Lender hereby mutually covenant and agree as follows:
SECTION 1. DEFINITIONS
In addition to the terms defined elsewhere in this Agreement or in any Exhibit hereto, when used
in this Agreement, the following terms shall have the following meanings (such meanings shall be
equally applicable to the singular and plural forms of the terms used, as the context requires):
1.01 “Assignee” shall have the meaning ascribed thereto in Section 7.10(c).
1.02 “Borrower’s Obligations” shall mean any and all present and future indebtedness
(principal, interest, fees, collection costs and expenses, attorneys’ fees and other amounts),
liabilities and obligations (including, without limitation, indemnity obligations) of Borrower to the
Lender evidenced by or arising under or in respect of this Agreement, the Note and/or any of the
other Transaction Documents.
1.03 “Default” shall mean any event or condition the occurrence of which would, with the lapse
of time or the giving of notice or both, become an Event of Default.
1.04 “License” shall have the meaning set forth in the recitals.
1.05 “Domestic Business Day” shall mean any day except a Saturday, Sunday or legal holiday
observed by the Lender.
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1.06 “Event of Default” shall have the meaning ascribed thereto in Section 6.
1.07 “GAAP” shall mean, at any time, generally accepted accounting principles at such time in
the United States.
1.08 “Interest Rate” shall mean an interest rate that is five (5) percent per annum. For the sake
of clarity, any and all interest shall be deferred until the Non-Revolving Credit Repayment Date
as set forth herein.
1.09 “Loan” and “Loans” shall have the meanings ascribed thereto in Section 2.01(a).
1.10 “Material Adverse Effect” shall mean (a) a material adverse effect on the properties,
assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of
Borrower and its Subsidiaries taken as a whole; (b) material impairment of Borrower’s ability to
perform any of its obligations under this Agreement, the Note or any of the other Transaction
Documents; or (c) material impairment of the enforceability of the rights of, or benefits available
to, the Lender under this Agreement, the Note or any of the other Transaction Documents.
1.11 “Note” shall have the meaning ascribed thereto in Section 2.03(a).
1.12 “Notice of Borrowing” shall have the meaning ascribed thereto in Section 2.02.
1.13 “Participant” shall have the meaning ascribed thereto in Section 7.10(b).
1.14 “Person” shall mean any individual, sole proprietorship, partnership, joint venture, limited
liability company, trust, unincorporated organization, association, corporation, institution, entity
or government (whether national, federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department thereof).
1.15 “Premises” shall mean the certain real property located at 925-929 China Alley, Fresno,
CA 93706.
1.16 “Non-Revolving Credit Commitment” shall mean
1.17 “Non-Revolving Credit Period” shall mean the period commencing on the Effective Date
and continuing until terminated as set forth in this Agreement.
1.18 “Non-Revolving Credit Repayment Date” shall mean a date that is 36 months following
any loan disbursement by Lender pursuant to this Agreement.
1.19 “Subsidiary” shall mean any corporation or other entity of which more than fifty percent
(50%) of the issued and outstanding capital stock or other equity interests entitled to vote for the
election of directors or persons performing similar functions (other than by reason of default in the
payment of dividends or other distributions) is at the time owned directly or indirectly by Borrower
or any Subsidiary.
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1.20 “Transaction Documents” shall mean this Agreement, the Note, and any and all other
agreements, documents, and instruments heretofore, now or hereafter delivered to the Lender with
respect to or in connection with or pursuant to this Agreement, any Loans made hereunder, or any
of the Borrower’s Obligations, and executed by or on behalf of Borrower, all as the same may
from time to time be amended, modified, extended, renewed or restated.
SECTION 2. THE LOANS
2.01 Non-Revolving Credit Commitment.
(a) Subject to the terms and conditions set forth in this Agreement, so long as no
Default or Event of Default has occurred and is continuing, during the Non-Revolving Credit
Period, the Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively,
the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. The aggregate
principal amount of Loans which the Lender shall be required to have outstanding under this
Agreement as of any date shall not exceed the Non-Revolving Credit Commitment. Within the
foregoing limits, Borrower may borrow under this Section 2.01(a) and prepay under Section 2.06.
The Borrower shall not be allowed to reborrow any amount which has been prepaid at any time
during the Non-Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the
last day of the Non-Revolving Credit Repayment Date, shall begin to accrue interest at the rate of
five percent (5%) per annum until paid.
2.02 Method of Borrowing.
(a) Borrower shall give at least two Domestic Business Days’ notice (a “Notice of
Borrowing”) to the Lender of each Loan to be made to Borrower, specifying (i) the date of such
Loan, which shall be a Domestic Business Day; and (ii) the aggregate principal amount of such
Loan. The Notice of Borrowing shall be in substantially the form of Annex A attached hereto and
incorporated herein by reference.
(b) A Notice of Borrowing shall not be revocable by Borrower.
(c) Not later than 5:00 p.m. local time on the date of each Loan, the Lender shall
(except as provided in subsection (d) of this Section) make available the amount of such Loan to
Borrower by crediting such funds to a demand deposit account of Borrower at the address specified
by Borrower.
(d) If the Lender makes a new Loan to Borrower under this Agreement on a day on
which Borrower is required to or has elected to repay all or any part of an outstanding Loan to
Borrower from the Lender, the Lender shall apply the proceeds of its new Loan to make such
repayment and only an amount equal to the difference (if any) between the amount being borrowed
and the amount being repaid shall be remitted by Borrower to the Lender as provided in Section
2.08.
(e) Borrower hereby irrevocably authorizes the Lender to rely on email instructions of
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any person that is authorized to act on behalf of Borrower pursuant to a resolution adopted by
Borrower’s Director and delivered to the Lender, with respect to any request to make a Loan or a
repayment hereunder, and on any signature which the Lender reasonably believes to be genuine,
and Borrower shall be bound thereby in the same manner as if such individual were actually
authorized or such signature were genuine. Borrower also hereby agrees to defend and indemnify
the Lender from and against any and all claims, demands, damages, liabilities, losses, costs and
expenses (including, without limitation, reasonable attorney’s fees and expenses) relating to or
arising out of or in connection with the acceptance of instructions for making Loans or repayments
under this Agreement.
2.03 Non-Revolving Credit Note.
(a) The Loans shall be evidenced by a non-revolving credit note of Borrower payable
to the order of the Lender in a principal amount equal to the amount of the Non-Revolving Credit
Commitment, which non-revolving credit note shall be in substantially the form of Annex B
attached hereto and incorporated herein by reference (with appropriate insertions) (as the same
may from time to time be amended, modified, extended, renewed, restated or replaced, the “Note”
or “Non-Revolving Credit Note”).
(b) The Lender shall record in its books and records the date, amount, type and maturity
of each Loan made by it to Borrower and the date and amount of each payment of principal made
by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay
each Loan made under this Agreement shall be absolute and unconditional subject to the terms of
this Agreement, notwithstanding any failure of the Lender to make any such recordation or any
mistake by the Lender in connection with any such recordation. The books and records of the
Lender showing the account between the Lender and Borrower shall be conclusive evidence of the
items set forth therein in the absence of manifest error.
2.04 Interest Rate. So long as no Event of Default under this Agreement has occurred and is
continuing, Interest on each loan shall be deferred until the Non-Revolving Credit Repayment Date
relative to each Loan. If an Event of Default occurs and remains uncured for 60 days (the “Default
Cure Date”), Interest shall accelerate and be become due and payable in full commencing on the
Default Cure Date. Each Loan shall bear interest on the outstanding principal amount thereof, for
each day from the date of each disbursement until the date such loan is paid in full at a rate per
annum equal to two percent (5%). Such interest shall be payable monthly in arrears on the last day
of each month commencing on the 36-month anniversary of each disbursement.
2.05 Intentionally Omitted
2.06 Prepayments. Borrower may, upon notice to the Lender specifying that it is paying the
Loans (the “Prepayment Notice”), pay without penalty or premium the Loans in whole or in part
from time to time, by paying the amount specified in the Prepayment Notice. The Prepayment
Notice shall be in substantially the form of Annex C attached hereto and incorporated herein by
reference.
2.07 General Provisions as to Payments. Borrower shall make each payment of principal on the
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Loans by Borrower under this Agreement, not later than 5:00 p.m. local time on the date when due
and payable, without condition or deduction for any counterclaim, defense, recoupment or setoff,
to the Lender at its address referred to in Section 8.05. All payments received by the Lender after
5:00 p.m. local time shall be deemed to have been received by the Lender on the next succeeding
Domestic Business Day. Whenever any payment of principal of, or interest on, the Loans or of
fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof
shall be extended to the next succeeding Domestic Business Day. If the date for any payment of
principal is extended by operation of law or otherwise, interest thereon, at the then-applicable rate,
shall be payable for such extended time.
2.08 Intentionally Omitted.
2.09 Survival of Indemnities. All indemnities and all provisions relating to reimbursement to
the Lender of amounts sufficient to protect the yield to the Lender with respect to the Loans, shall
survive the payment of the Note and the other Borrower’s Obligations and the expiration or
termination of this Agreement. Notwithstanding the foregoing, if the Lender fails to notify
Borrower of any event which will entitle the Lender to compensation within sixty (60) days after
the Lender obtains knowledge of such event, then the Lender shall not be entitled to any
compensation from Borrower for any loss, expense, increased cost and/or reduction of return
arising from such event.
2.10 Taxes.
(a) Any and all payments by Borrower to or for the account of the Lender under any
Transaction Document shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding taxes imposed on or measured by the Lender’s net
income, and franchise taxes imposed on it, by the jurisdiction under the laws of which the Lender
is organized or any political subdivision thereof (all such non-excluded taxes, duties, levies,
imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”).
If Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable
under any Transaction Document to the Lender (i) the sum payable shall be increased as necessary
so that after making all required deductions (including deductions applicable to additional sums
payable under this Section 2.10(a)) the Lender receives an amount equal to the sum it would have
received had no such deduction of Taxes been made; (ii) Borrower shall make such deductions;
(iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law; and (iv) Borrower shall furnish to the Lender at its
address referred to in Section 8.05, the original or a certified copy of a receipt evidencing payment
thereof.
(b) In addition, Borrower agrees to pay any present or future stamp or documentary
taxes and any other excise or property taxes, or charges or similar levies which arise from any
payment made under any of the Transaction Documents or from the execution or delivery of, or
otherwise with respect to, any of the Transaction Documents (hereinafter referred to as “Other
Taxes”).
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Non-Revolving Credit Facility Agreement Page 6 of 22
(c) Borrower agrees to indemnify the Lender for the full amount of Taxes or Other
Taxes, respectively (including, without limitation, any Taxes or Other Taxes imposed or asserted
by any jurisdiction on amounts payable under this Section 2.10(c), paid by the Lender and any
liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This
indemnification shall be made within ninety (90) days from the date the Lender makes demand
therefor, accompanied by a certificate of the Lender setting forth in reasonable detail its
computation of the amount or amounts to be paid to it hereunder.
(d) The provisions of this Section 2.10 shall survive any expiration or termination of
this Agreement and the payment of the Note and the other Borrower’s Obligations.
SECTION 3. PRECONDITIONS TO LOANS
3.01 Initial Loan. Notwithstanding any provision contained in this Agreement to the contrary,
the Lender shall not have any obligation to make the initial Loan under this Agreement unless the
Lender shall have first received: (a) the Transaction Documents, each executed by a duly
authorized officer of Borrower; (b) a Notice of Borrowing required by Section 2.02; and (c) such
other documents and information as the Lender may reasonably request.
3.02 All Loans. Notwithstanding any provision contained in this Agreement to the contrary, the
Lender shall not have any obligation to make any Loan under this Agreement unless:
(a) the Lender shall have received a Notice of Borrowing for such Loan as required by
Section 2.02;
(b) both immediately before and immediately after giving effect to such Loan, no
Default or Event of Default under this Agreement shall have occurred and be continuing;
(c) all of the representations and warranties made by Borrower in this Agreement
and/or in any of the other Transaction Documents shall be true and correct in all material respects
on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes
of this Section 3.02(c)).
Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation
and warranty by Borrower on the date of such Loan as to the facts specified in clauses (b) and (c)
of this Section 3.02.
SECTION 4. REPRESENTATIONS AND WARRANTIES
Borrower hereby represents and warrants to the Lender that:
4.01 Organizational Existence and Power. Borrower: (a) is duly organized, validly existing, and
in good standing under the laws of the State of California; and (b) has all requisite powers required
to carry on its business as now conducted;
4.02 Authorization. The execution, delivery, and performance by Borrower of this Agreement,
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the Note, and the other Transaction Documents are within the organizational powers of Borrower
and have been duly authorized by all necessary acts and other action on the part of Borrower.
4.03 Binding Effect. This Agreement, the Note, and the other Transaction Documents have been
duly executed and delivered by Borrower and constitute the legal, valid, and binding obligations
of Borrower enforceable against Borrower in accordance with their respective terms, except as
such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting
creditors’ rights generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
4.04 Compliance With Other Instruments; None Burdensome. None of the execution and
delivery by Borrower of the Transaction Documents, the performance by Borrower of its
obligations under the Transaction Documents, or the borrowing and/or repayment of Loans by
Borrower under this Agreement will conflict with, or result in a material breach of the terms,
conditions or provisions of, or constitute a default under or result in any material violation of, any
law, rule, regulation, order, writ, judgment, injunction, decree, or award binding on Borrower, any
of the provisions of the organizational documents of Borrower or any of the provisions of any
indenture, agreement, document, instrument, or undertaking to which Borrower is a party or
subject, or by which Borrower or any property or assets of Borrower is bound, or result in the
creation or imposition of any security interest, lien, or encumbrance on any of the property or
assets of Borrower pursuant to the terms of any such indenture, agreement, document, instrument
or undertaking. No order, consent, approval, license, authorization or validation of, or filing,
recording or registration with, or exemption by, any governmental, regulatory, administrative or
public body, instrumentality, authority, agency or official, or any subdivision thereof, or any other
Person is required to authorize, or is required in connection with (a) the execution, delivery or
performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction
Documents; and/or (b) the borrowing and/or repayment of Loans by Borrower under this
Agreement.
4.05 Regulation U. Borrower is not engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation U of The Board of Governors of the Federal Reserve System, as amended)
and no part of the proceeds of any Loan will be used, whether directly or indirectly, and whether
immediately, incidentally or ultimately (a) to purchase or carry margin stock or to extend credit to
others for the purpose of purchasing or carrying margin stock, or to refund or repay indebtedness
originally incurred for such purpose; or (b) for any purpose which entails a violation of, or which
is inconsistent with, the provisions of any of the Regulations of The Board of Governors of the
Federal Reserve System, including, without limitation, Regulations U, T or X thereof, as amended.
If requested by the Lender, Borrower shall furnish to the Lender a statement in conformity with
the requirements of Federal Reserve Form U-1 referred to in Regulation U.
4.06 Investment Company Act of 1940; Public Utility Holding Company Act of 1935. Borrower
is not an “investment company” as that term is defined in, and is not otherwise subject to regulation
under, the Investment Company Act of 1940, as amended. Borrower is not a “holding company”
as that term is defined in, and is not otherwise subject to regulation under, the Public Utility
Holding Company Act of 1935, as amended.
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4.07 No Default. No Default or Event of Default under this Agreement has occurred and is
continuing. There is no existing default or event of default under or with respect to any indenture,
contract, agreement, lease, or other instrument to which Borrower is a party or by which any
property or assets of Borrower is bound or affected, a default under which could reasonably be
expected to have a Material Adverse Effect. Borrower is not in violation of any applicable state
or local statute, law, rule, regulation or ordinance, including of any state, city, town, municipality,
county, or of any other jurisdiction, or of any agency thereof, a violation of which could reasonably
be expected to have a Material Adverse Effect.
SECTION 5. COVENANTS
5.01 Covenants of Borrower. Borrower covenants and agrees that, so long as the Lender has any
obligation to make any Loan under this Agreement and/or any of the Borrower’s Obligations
remain unpaid:
(a) Information. Borrower will deliver or cause to be delivered to the Lender, upon
Lender’s reasonable request:
(i) within fifty (50) days after the end of the first three (3) fiscal quarters of
each fiscal year of Borrower, a consolidated balance sheet of Borrower and its Subsidiaries as of
the end of such fiscal quarter and the related consolidated statements of income, retained earnings
and cash flows for such fiscal quarter and for the portion of Borrower’s fiscal year ended at the
end of such fiscal quarter, setting forth in each case in comparative form, the figures for the
corresponding fiscal quarter and the corresponding portion of Borrower’s previous fiscal year, all
in reasonable detail and satisfactory in form to the Lender and certified (subject to normal year-
end adjustments and absence of footnote disclosures) as to fairness of presentation, consistency
and compliance with GAAP by the chief financial officer of Borrower; provided, however, that
delivery to the Lender of copies of the Quarterly Report on Form 10-Q of Borrower for such fiscal
quarter filed with the Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 5.01(a)(i);
(ii) within one hundred (100) days after the end of each fiscal year of Borrower:
(A) a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year
and the related consolidated statements of income, retained earnings and cash flows for such fiscal
year, setting forth in each case, in comparative form, the figures for the previous fiscal year, all
such financial statements to be prepared in accordance with GAAP consistently applied and
reported on by and accompanied by the unqualified opinion of independent certified public
accountants selected by Borrower and reasonably acceptable to the Lender; provided, however,
that delivery to the Lender of copies of the Annual Report on Form 10-K of Borrower for such
fiscal year filed with the Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 5.01(a)(ii);
(iii) simultaneously with the delivery of each set of financial statements referred
to in Sections 5.01(a)(i) and (ii) above, a certificate of an authorized officer of Borrower in the
form prescribed by the Lender from time to time and incorporated herein by reference (A) stating
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whether there exists on the date of such certificate any Default or Event of Default and, if any
Default or Event of Default then exists, setting forth the details thereof and the action which
Borrower is taking or proposes to take with respect thereto; and (B) certifying that all of the
representations and warranties made by Borrower in this Agreement and/or in any other
Transaction Document are true and correct in all material respects on and as of the date of such
certificate as if made on and as of the date of such certificate; and
(iv) with reasonable promptness, such further information regarding the
business, affairs and financial condition of Borrower as the Lender may from time to time
reasonably request.
(b) Organizational Existence. Borrower will use commercially reasonable efforts to:
(i) preserve and keep in full force and effect at all times its existence and all permits, licenses,
franchises, and other rights material to its business; and (ii) be duly qualified to do business and
be in good standing in all jurisdictions where the nature of its business or its ownership of property
or assets requires such qualification except for those jurisdictions in which the failure to qualify or
be in good standing could not reasonably be expected to have a Material Adverse Effect.
(c) Compliance with Laws, Regulations, Etc. Borrower will comply with any and all
state and local laws, ordinances, governmental and regulatory rules and regulations to which
Borrower is subject and obtain any and all state and local licenses, permits, franchises, and other
governmental and regulatory authorizations necessary to the ownership of its properties or assets
or to the conduct of its business, which violation or failure to obtain could reasonably be expected
to have a Material Adverse Effect.
(d) Further Assurances. Borrower will execute and deliver to the Lender, at any time
and from time to time, any and all further documents and information, and take any and all further
actions which may be required under applicable law, or which the Lender may from time to time
reasonably request, in order to effectuate the transactions contemplated by this Agreement and the
other Transaction Documents.
(e) Consolidation or Merger. Borrower will not directly or indirectly merge or
consolidate with or into any other Person without Lender’s prior written consent, not to be
unreasonably withheld or delayed.
5.02 Use of Proceeds. Borrower covenants and agrees that (a) the proceeds of the Loans will be
used solely for start-up capital expenditures, working capital and general business purposes of
Borrower, including but not limited to, the costs and expenses associated with the License’s
operations, and (b) no part of the proceeds of any Loan will be used, whether directly or indirectly,
and whether immediately, incidentally, or ultimately (i) to purchase or carry margin stock or to
extend credit to others for the purpose of purchasing or carrying margin stock, or to refund or repay
indebtedness originally incurred for such purpose; or (ii) for any purpose which entails a violation
of, or which is inconsistent with, the provisions of any of the Regulations of The Board of
Governors of the Federal Reserve System, including, without limitation, Regulations U, T or X
thereof, as amended.
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SECTION 6. EVENTS OF DEFAULT
In the event that any of the following (each an “Event of Default”) shall occur and be continuing,
the Lender may declare that the obligations of the Lender to make Loans under this Agreement
have terminated, whereupon such obligations of the Lender shall be immediately and forthwith
terminated, and the Lender may further declare the entire outstanding principal balance of and all
accrued and unpaid interest, if any, on the Note and all of the other Borrower’s Obligations to be
forthwith due and payable, whereupon all of the unpaid principal balance of and all accrued and
unpaid interest on the Note and all of such other Borrower’s Obligations shall become and be
immediately due and payable, without presentment, demand, protest, or further notice of any kind,
all of which are hereby expressly waived by Borrower, and the Lender may exercise any and all
other rights and remedies which they may have under any of the other Transaction Documents or
under applicable law; provided, however, that upon the occurrence of any event described in
Sections 6.07 or 6.08, the obligation of the Lender to make Loans under this Agreement shall
automatically terminate and the entire outstanding principal balance of and all accrued and unpaid
interest on the Note and all of the other Borrower’s Obligations shall automatically become due
and payable, without presentment, demand, protest, or notice of any kind, all of which are hereby
expressly waived by Borrower, and the Lender may exercise any and all other rights and remedies
which they may have under any of the other Transaction Documents or under applicable law.
6.01 Borrower shall fail to pay any of the Borrower’s Obligations constituting principal due
under the Loans as and when the same shall become due and payable, whether by reason of
demand, maturity, acceleration, or otherwise;
6.02 Borrower shall fail to pay any of the Borrower’s Obligations constituting interest, fees or
other amounts (other than principal due under the Loans) within sixty (60) Domestic Business
Days after the date the same shall first become due and payable, whether by reason of demand,
maturity, acceleration, or otherwise;
6.03 Any representation or warranty made by Borrower in this Agreement, in any other
Transaction Document or in any certificate, agreement, instrument, or written statement furnished
or made or delivered pursuant hereto or thereto or in connection herewith or therewith, shall prove
to have been untrue or incorrect in any material respect when made or effected;
6.04 Borrower shall fail to perform or observe any term, covenant, or provision contained in
Sections 5.01(e) or 5.02;
6.05 Borrower shall fail to perform or observe any other term, covenant or provision contained
in this Agreement (other than those specified in Sections 6.01, 6.02, or 6.03 above) and any such
failure shall remain unremedied for forty five (45) calendar days after the earlier of (i) written
notice of default is given to Borrower by the Lender; or (ii) any officer of Borrower obtaining
actual knowledge of such default;
6.06 This Agreement or any of the other Transaction Documents shall at any time for any reason
(other than termination of this Agreement or such other Transaction Documents, as the case may
be, in accordance with its terms) cease to be in full force and effect or shall be declared to be null
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and void by a court of competent jurisdiction, or if the validity or enforceability thereof shall be
contested or denied by Borrower, or if the transactions completed hereunder or thereunder shall be
contested by Borrower or if Borrower shall deny that it has any further liability or obligation
hereunder or thereunder;
6.07 Borrower shall:
(a) voluntarily commence any proceeding or file any petition seeking relief under Title
11 of the United States Code or any other Federal, state or foreign bankruptcy, insolvency,
receivership, liquidation, or similar law;
(b) consent to the institution of, or fail to contravene in a timely and appropriate manner,
any such proceeding or the filing of any such petition;
(c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
or similar official of itself or of a substantial part of its property or assets;
(d) file an answer admitting the material allegations of a petition filed against itself in any
such proceeding;
(e) make a general assignment for the benefit of creditors;
(f) become unable, admit in writing its inability, or fail generally to pay its debts as they
become due; or
(g) take any other action for the purpose of effecting any of the foregoing;
6.08 An involuntary proceeding shall be commenced or an involuntary petition shall be filed in
a court of competent jurisdiction seeking: (a) relief in respect of Borrower, or of a substantial part
of the property or assets of Borrower, under Title 11 of the United States Code or any other Federal,
state or foreign bankruptcy, insolvency, receivership, liquidation, or similar law; (b) the
appointment of a receiver, trustee, custodian, sequestrator, or similar official of Borrower or of a
substantial part of the property or assets of Borrower; or (c) the winding-up or liquidation of
Borrower, and such proceeding or petition shall continue undismissed for ninety (90) consecutive
calendar days or an order or decree approving or ordering any of the foregoing shall continue
unstayed and in effect for ninety (90) consecutive days;
6.09 Borrower shall be declared by the Lender to be in default on, or pursuant to the terms of
(a) any other present or future obligation to the Lender, including, without limitation, any other
loan, line of credit, revolving credit, guaranty, or letter of credit reimbursement obligation; or (b)
any other present or future agreement purporting to convey to the Lender a security interest in, or
a lien or encumbrance upon, any property or assets of Borrower;
6.10 The occurrence of any default or event of default under or within the meaning of any
agreement, document or instrument evidencing, securing, guaranteeing the payment of or
otherwise relating to any indebtedness of Borrower for borrowed money (other than the
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Borrower’s Obligations) having an aggregate outstanding principal balance in excess of One
Million Dollars ($1,000,000.00) which is not cured or waived in writing within any applicable cure
or grace period; or
6.11 Borrower shall have a judgment in an amount in excess of One Million Dollars
($1,000,000.00) entered against it by a court having jurisdiction in the premises and such judgment
shall not be appealed in good faith (and execution of such judgment stayed during such appeal) or
satisfied by Borrower within one hundred twenty (120) calendar days after the entry of such
judgment.
SECTION 7. MISCELLANEOUS
7.01 No Waiver. No failure or delay by the Lender in exercising any right, remedy, power, or
privilege under this Agreement or under any other Transaction Document shall operate as a waiver
thereof; nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies
provided in this Agreement and in the other Transaction Documents are cumulative and not
exclusive of any remedies provided by law. Nothing herein contained shall in any way affect the
right of the Lender to exercise any statutory or common law right of banker’s lien or set-off.
7.02 Right of Set-Off. Upon the occurrence and during the continuance of any Event of Default,
the Lender is hereby authorized at any time and from time to time, without notice to Borrower
(any such notice being expressly waived by Borrower) and to the fullest extent permitted by law,
to set-off and apply any and all deposits (general or special, time or demand, provisional or final,
but specifically excluding any trust or segregated accounts) at any time held by the Lender and
any and all other indebtedness at any time owing by the Lender to or for the credit or account of
Borrower against any and all of the Borrower’s Obligations irrespective of whether or not the
Lender shall have made any demand under this Agreement or under any of the other Transaction
Documents and although such obligations may be contingent or unmatured. The Lender agrees to
promptly notify Borrower after any such set-off and application made by the Lender, provided,
however, that the failure to give such notice shall not affect the validity of such set-off and
application. The rights of the Lender under this Section 7.02 are in addition to any other rights and
remedies (including, without limitation, other rights of set-off) which the Lender may have.
Nothing contained in this Agreement or any other Transaction Document shall impair the right of
the Lender to exercise any right of set-off or counterclaim it may have against Borrower and to
apply the amount subject to such exercise to the payment of indebtedness of Borrower unrelated
to this Agreement or the other Transaction Documents.
7.03 Cost and Expenses. Borrower agrees, whether or not any Loan is made under this
Agreement, to pay or reimburse the Lender upon demand for (a) all out-of-pocket costs and
expenses (including, without limitation, reasonable attorney’s fees and expenses) incurred by the
Lender in connection with the preparation, documentation, negotiation and/or execution of this
Agreement and/or any of the other Transaction Documents; (b) all recording, filing and search fees
and expenses incurred by the Lender in connection with this Agreement and/or any of the other
Transaction Documents; (c) all out-of-pocket costs and expenses (including, without limitation,
reasonable attorney’s fees and expenses) incurred by the Lender in connection with (i) the
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preparation, documentation, negotiation and execution of any amendment, modification,
extension, renewal or restatement of this Agreement and/or any of the other Transaction
Documents; or (ii) the preparation of any waiver or consent under this Agreement or under any of
the other Transaction Documents; and (d) if an Event of Default occurs, all out-of-pocket costs
and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by
the Lender in connection with such Event of Default and collection and other enforcement
proceedings resulting therefrom. Borrower further agrees to pay or reimburse the Lender upon
demand for any stamp or other similar taxes which may be payable with respect to the execution,
delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents.
All of the obligations of Borrower under this Section 7.03 shall survive the satisfaction and
payment of the Borrower’s Obligations and the termination of this Agreement.
7.04 General Indemnity. In addition to the payment of expenses pursuant to Section 7.03,
whether or not the transactions contemplated hereby shall be consummated, Borrower hereby
agrees to defend and indemnify the Lender and any holders of the Note, and the officers, directors,
employees, agents and affiliates of the Lender and such holder (collectively, the “Indemnitees”)
against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including,
without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in
connection with any investigative, administrative or judicial proceeding commenced or threatened,
whether or not such Indemnitees shall be designated a party thereto), that may be imposed on,
incurred by or asserted against the Indemnitees, in any manner relating to or arising out of this
Agreement, any of the other Transaction Documents or any other agreement, document or
instrument executed and delivered by Borrower in connection herewith or therewith, the
statements contained in any commitment letters delivered by the Lender, the agreement of the
Lender to make the Loans under this Agreement or the use or intended use of the proceeds of any
Loan under this Agreement (collectively, the “indemnified liabilities”); provided that (a) Borrower
shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities directly
and solely resulting from the gross negligence or willful misconduct of that Indemnitee; and (b)
Borrower shall have no obligation to indemnify the Lender with respect to disputes between the
Lender or with respect to disputes among the Lender. To the extent that the undertaking to
indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, Borrower shall contribute the maximum portion
that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all
indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the
undertakings and indemnification set out in this Section 7.04 shall survive satisfaction and
payment of the Borrower’s Obligations and the termination of this Agreement.
7.05 Notices. Each notice, request, demand, consent, confirmation, or other communication
under this Agreement shall be in writing and delivered in person or sent by electronic mail or
facsimile or registered or certified mail, return receipt requested and postage prepaid, to the
applicable party at its address or email address or facsimile number set forth on the signature pages
hereof, or at such other address or email address or facsimile number as any party hereto may
designate as its address for communications hereunder by notice so given. Such notices shall be
deemed effective on the day on which delivered or sent if delivered in person or sent by electronic
mail or facsimile (with answerback confirmation received), or on the third (3rd) Domestic
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Business Day after the day on which mailed, if sent by registered or certified mail.
7.06 Applicable Law. This Agreement (and/or the Transaction Documents) shall be governed
and construed in accordance with the internal laws of the State of California without giving effect
to any choice or conflict of law provision or rule (whether of the State of California or any other
jurisdiction) that would cause the application of laws of any jurisdiction other than those of the
State of California.
7.07 Dispute Resolution.
(a) In the event of any claim, demand, dispute, controversy or cause of action, arising
out of or relating to any performance required under this Agreement (and/or the Transaction
Documents), or the interpretation, validity or enforceability hereof (each a “Claim”), the parties
hereto shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate
with each other in good faith and, recognizing their mutual interests, attempt to reach a just and
equitable resolution satisfactory to the parties. If the Claim cannot be settled through negotiation
within a period of seven (7) days, the parties agree to attempt in good faith to settle the Claim
through mediation, administered by a mediator mutually agreeable to the parties, before resorting
to arbitration. If they do not reach such resolution, or an agreed upon mediator cannot be identified,
within a period of thirty (30) days, then, upon notice by either party to the other they shall
commence arbitration as set forth below.
(b) The parties agree to submit any and all Claims or any dispute related in any way to
this Agreement (and/or the Transaction Documents) and the services rendered hereunder, which
are not resolved pursuant to Section 7.07(a), to binding arbitration before JAMS. The arbitration
shall be held in accordance with the JAMS then-current Streamlined Arbitration Rules &
Procedures (and no other JAMS rules), which currently are available at:
https://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired
judge, or an attorney who is experienced in commercial contracts and licensed to practice law in
California, selected pursuant to the JAMS rules. The parties expressly agree that any arbitration
shall be conducted in Los Angeles County, California. Each party understands and agrees that by
signing this Agreement, such party is waiving the right to a jury. The arbitrator shall apply
California substantive law in the adjudication of all Claims. Notwithstanding the foregoing, either
party may apply to the Superior Courts located in Los Angeles County, California for a provisional
remedy, including but not limited to a temporary restraining order or a preliminary injunction. The
application for or enforcement of any provisional remedy by a party shall not operate as a waiver
of the agreement to submit a dispute to binding arbitration pursuant to this provision. In no event
shall a Claim be adjudicated in Federal District Court. In the event that either party commences a
Claim in Federal District Court or moves to remove such action to Federal District Court, the
parties hereby mutually agree to stipulate to a dismissal of such Federal Claim with prejudice.
After a demand for arbitration has been filed and served, the Parties may engage in reasonable
discovery in the form of requests for documents, interrogatories, requests for admission, and
depositions. The arbitrator shall resolve any disputes concerning discovery. The arbitrator shall
award costs and reasonable attorneys’ fees to the prevailing party, as determined by the arbitrator,
to the extent permitted by California law. The arbitrator's decision shall be final and binding upon
the parties. The arbitrator's decision shall include the arbitrator’s findings of fact and conclusions
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of law and shall be issued in writing within thirty (30) days of the commencement of the arbitration
proceedings. The prevailing party may submit the arbitrator’s decision to Superior Courts located
in Tulare County for an entry of judgment thereon.
7.08 Amendments and Waivers. Any provision of this Agreement, the Note or any of the other
Transaction Documents party may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed by both parties hereto.
7.09 References; Headings for Convenience. Unless otherwise specified herein, all references
herein to Section numbers refer to Section numbers of this Agreement, all references herein to
Exhibits shall refer to annexed Exhibits which is hereby incorporated herein by reference. The
Section headings are furnished for the convenience of the parties and are not to be considered in
the construction or interpretation of this Agreement.
7.10 Successors and Assigns.
(a) Subject to paragraphs (b), (c), and (d) of this Section, the provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Notwithstanding the foregoing, Borrower may not assign or otherwise
transfer any of its rights or delegate any of its obligations or duties under this Agreement without
the prior written consent of the Lender.
(b) The Lender may at any time grant to one or more banks or other financial
institutions (each a “Participant”) participating interests in its Non-Revolving Credit
Commitment, any or all of its Loans and/or any or all of its other rights and/or obligations under
this Agreement. In the event of any such grant by the Lender of a participating interest to a
Participant, whether or not upon notice to Borrower, the Lender shall remain responsible for the
performance of its obligations under this Agreement, and Borrower shall continue to deal solely
and directly with the Lender in connection with the Lender’s rights and obligations under this
Agreement. Any agreement pursuant to which the Lender may grant such a participating interest
shall provide that the Lender shall retain the sole right and responsibility to enforce the obligations
of Borrower hereunder including, without limitation, the right to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such participation
agreement may provide that the Lender will not agree to any amendment, modification, or waiver
of this Agreement described in clauses (b)(ii), (b)(iii) or (b)(iv) of Section 7.08 without the consent
of the Participant. Borrower agrees that each Participant shall, to the extent provided in its
participation agreement, be entitled to the benefits of Section 2 of this Agreement with respect to
its participating interest, but Borrower’s liability in respect thereof shall not be greater than its
liability thereunder to the Lender.
(c) The Lender may at any time assign to one or more banks or other financial
institutions (each an “Assignee”) all, or a proportionate part of all, of its rights and obligations
under this Agreement and its Note, and such Assignee shall assume such rights and obligations,
pursuant to an Assignment and Assumption Agreement in the form prescribed by the Lender from
time to time executed by such Assignee and such transferor Lender, with (and subject to) the
subscribed consent of Borrower, which, in each case, shall not be unreasonably withheld or
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delayed; provided, however, that: (i) if any Assignee is an affiliate of the Lender, no consent shall
be required; and (ii) if any Event of Default under this Agreement has occurred and is continuing
no consent of Borrower to such assignment shall be required. Upon execution and delivery of such
instrument and payment by the Assignee to the Lender of an amount equal to the purchase price
agreed between the Lender and such Assignee, the Assignee shall be a party to this Agreement and
shall have all the rights and obligations of the Lender with a Non-Revolving Credit Commitment
as set forth in such instrument of assumption, and the Lender shall be released from its obligations
hereunder to a corresponding extent, and no further consent or action by any party shall be
required. Upon the consummation of any assignment pursuant to this subsection (c), the Lender
and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to
the Assignor and/or the Assignee, as applicable.
(d) The Lender may at any time assign all or any portion of its rights under this
Agreement and its Note to secure its obligations to a Federal Reserve Lender. No such assignment
shall release the Lender from any of its obligations hereunder.
7.11 NO ORAL AGREEMENTS; ENTIRE AGREEMENT. ORAL AGREEMENTS OR
COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER AND THE
LENDER FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS
REACHED BY BORROWER AND THE LENDER COVERING SUCH MATTERS ARE
CONTAINED IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS,
WHICH AGREEMENT AND OTHER TRANSACTION DOCUMENTS ARE A COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENTS AMONG BORROWER AND THE
LENDER, EXCEPT AS BORROWER AND THE LENDER MAY LATER AGREE IN
WRITING TO MODIFY THEM. This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and understandings
(oral or written) relating to the subject matter hereof.
7.12 Severability. In the event any one or more of the provisions contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
7.13 Counterparts. This Agreement may be executed in any number of counterparts (including
facsimile or digital electronic counterparts), each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
7.14 Confidentiality. Any information received by the Lender from and clearly marked as
confidential or which, under the circumstances surrounding disclosure, Lender should reasonably
know is treated as confidential, shall be treated as confidential by the Lender in accordance with
its customary practices and procedures. Notwithstanding such agreement, nothing herein contained
shall limit or impair the right or obligation of the Lender to disclose such information:
(a) to its auditors, attorneys, trustees, employees, directors, officers, advisors or
affiliates;
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(b) when and as required by any law, ordinance, subpoena or governmental order, rule
or regulation;
(c) which is publicly available or readily ascertainable from public sources, or which is
received by the Lender from a third Person if Lender does not know that the third Person is bound
to keep the same confidential;
(d) to any entity utilizing such information to rate the creditworthiness of the Lender or to
rate or classify the debt or equity securities of the Lender or report to the public concerning the
industry of which the Lender is a part, so long as such entity has executed a confidentiality
agreement with Lender with terms no less restrictive than those contained herein; or
(e) to any actual or prospective Participant or Assignee (it being understood and agreed
that prior to disclosure of any confidential information to any actual or prospective Participant or
Assignee, such actual or prospective Participant or Assignee shall have agreed in writing to be
bound by the terms and provisions of this Section 7.14).
[signature page to follow]
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Non-Revolving Credit Facility Agreement Page 18 of 22
IN WITNESS WHEREOF, the Borrower and the Lender have executed this Agreement effective
as of the Effective Date.
Dub Brothers Management, LLC.
(“Lender”)
721 E 5th Street, Los Angeles, CA 90013
By: ______________________
Name: Barry Walker
Title: Chief Executive Officer
Dated: ____________________
Tradecraft Farms Fresno - Chinatown, LLC.
(“Borrower”)
925-929 China Alley, Fresno, CA 93706
By: _________________________
Name: Barry Walker
Title: Chief Executive Officer
Dated: ____________________
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Non-Revolving Credit Facility Agreement Page 19 of 22
ANNEX A
NOTICE OF BORROWING
Dub Brothers Management, LLC
The undersigned, Tradecraft Farms Fresno - Chinatown, LLC (the “Borrower”) refers to the Non-
Revolving Credit Facility Agreement, effective as of December 1, 2020 (as it may hereafter be
amended, modified, extended, or restated from time to time, the “Agreement”), by and between
Borrower and Dub Brothers Management, LLC (the “Lender”). Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
Pursuant to Section 2.02 of the Agreement, Borrower hereby gives Lender notice, irrevocably, that
Borrower hereby requests a Loan under the Agreement, and connection therewith sets forth the
following information relating to such Loan as required by Section 2.02 of the Agreement:
(a) The Business Day of the Loan is ____________________________________; and
(b) The aggregate principal amount of the Loan is $___________________________.
Borrower hereby certifies that the following statements are true and correct on the date
hereof, and will be true on the date of the Loan:
(a) The representations and warranties contained in Section 4 of the Agreement and
the covenants contained in Section 5 of the Agreement are true and correct, before
and after giving effect to the Loan and to the application of the proceeds thereof, as
though made on and as of such date; and
(b) no Default or Event of Default has occurred and is continuing, or would result from
such Loan or from the application of the proceeds thereof.
Very truly yours,
_____________________________________, LLC
Executed: _____________________
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Non-Revolving Credit Facility Agreement Page 20 of 22
ANNEX B
NON-REVOLVING CREDIT NOTE
$1,000,000.00 Effective December 1, 2020
FOR VALUE RECEIVED, the undersigned, Tradecraft Farms Fresno – Chinatown, LLC
(“Borrower”), a California limited liability company, hereby promises to pay to the order of Dub
Brothers Management, LLC (“Lender”), the principal amount of
or, if less, the aggregate unpaid principal amount of all Loans made pursuant to
the non-revolving credit facility agreement effective as of December 1, 2020, as it may hereafter
be amended, modified, extended or restated from time to time, the “Agreement”), in lawful money
of the United States of America and in immediately available funds, on or before the Non-
Revolving Credit Repayment Date (as defined in the Agreement). Other than due to Events of
Default or as otherwise set forth in the non-revolving credit facility Agreement, this non-revolving
credit note shall be interest free.
Borrower hereby authorizes Lender to endorse on Schedule 1 to this Note, attached hereto and
incorporated herein, the amount and type of all Loans made to the Borrower and all payments of
by Borrower in respect of such Loans, which endorsements shall constitute prima facie evidence,
absent manifest error, as to the outstanding principal amount of all Loans owed to
Borrower; provided, however, that the failure to make such notation with respect to any Loan or
payment shall not limit or otherwise affect the obligation of the Borrower under the Agreement or
this Note.
The Agreement provides for the acceleration of the payment of principal of and interest, if any, on
such Loans upon the happening of certain Events of Default as defined in the Agreement. This
Note is issued under the Agreement, executed contemporaneously herewith and incorporated
herein. Borrower waives presentment, demand for payment, notice of dishonor or acceleration,
protest and notice of protest, and any and all other notices or demands in connection with this
Note. This Note shall be governed by and construed in accordance with the laws of the State of
California.
Dub Brothers Management, LLC
(“Lender”)
By: ___________________________
Name: Barry Walker
Title: Chief Executive Officer
Dated: ________________________
Tradecraft Farms Fresno - Chinatown, LLC.
(“Borrower”)
By: _________________________
Name: Barry Walker
Title: Chief Executive Officer
Dated: _________________________
CONFIDENTIAL Non-Revolving Credit Facility Agreement Page 21 of 22 SCHEDULE 1 TO NON-REVOLVING CREDIT NOTE Date of Loan/Payment Loan Principal Amount Payment Amount Loan Principal Balance Endorsement by Lender
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ANNEX C
NOTICE OF PREPAYMENT
Dub Brothers Management, LLC
The undersigned, Tradecraft Farms Fresno - Chinatown, LLC (the “Borrower”) refers to the Non-
Revolving Credit Facility Agreement, effective as of December 1, 2020 (as it may hereafter be
amended, modified, extended or restated from time to time, the “Agreement”), by and between
Borrower and Dub Brothers Management, LLC, (the “Lender”). Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
Pursuant to Section 2.06 of the Agreement, Borrower hereby gives Lender notice, irrevocably, that
Borrower hereby commits to prepay the Loan (or portion thereof), on the date and by the amount
set forth herein.
(a) The Business Day of the Prepayment is _______________________________; and
(b) The aggregate amount of the Prepayment is $_____________________________.
Very truly yours,
Tradecraft Farms Fresno - Chinatown, LLC
Date: December 1, 2020
www.tradecraftfarms.com
December 4, 2020
Wilma Quan
City of Fresno
Office of the City Manager
2600 Fresno Street
Fresno, CA 93721
559.621.5555
Cannabis.regs@fresno.gov
Re: Fresno Applications Procedures and Guidelines for a Commercial Cannabis
Business Permit, Page 3, Supplemental Application Requirements: Cal-OSHA
Statement
Dear Ms. Quan:
Please accept this correspondence on behalf of Tradecraft Farms Fresno – Chinatown,
LLC (the “Company”), submitted concurrently with our storefront commercial cannabis retail
license application to the City of Fresno. This correspondence is submitted in compliance with the
Fresno Applications Procedures and Guidelines for a Commercial Cannabis Business Permit, page
3, Supplemental Application Requirements: Cal-OSHA Statement.
Should the Company’s license application be approved by the City, the Company hereby
affirms that it will comply with the City and State Cal-OSHA employee training requirement(s)
outlined in the Fresno Municipal Code, Section 9-3316(c) and the California Business and
Professions Code, Section 26051.5(11)(A). Specifically, within one year of receiving a
commercial cannabis business permit from the City of Fresno, the Company will employ one
supervisor and one employee who have completed a Cal-OSHA 30-hour industry outreach course
offered by a duly authorized training provider. The selected training provider will be authorized
by a Cal-OSHA Training Institute Education Center to provide the course.
Thank you,
________________________________
Barry Walker
Owner / CEO
Tradecraft Farms Fresno – Chinatown, LLC
PLANNING AND DEVELOPMENT DEPARTMENT
2600 Fresno Street • Third Floor Jennifer K. Clark, AICP, Director
Fresno, California 93721-3604
(559) 621-8277 FAX (559) 498-1026
December 2, 2020 Please reply to:
Rob Holt
(559) 621-8056
Barry Walker
Tradecraft Farms Fresno – Chinatown LLC
721 E 5th St
Los Angeles, CA 90013
Dear Applicant:
SUBJECT: ZONING INQUIRY NUMBER P20-03955 REQUESTING INFORMATION
REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 925-929
CHINA ALLEY
(APN 467-071-13)
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 DTN, which is one of the allowable zone districts for
cannabis retail businesses. Development standards of the DTN zone district are
available in Sections 15-1503, 15-1504, and 15-1505 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 P20-03955
925-929 China Alley
Page 2
December 2, 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 3. There are currently no cannabis retail
businesses located in Council District 3. 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
PROOF OF PRIOR REGULATED CANNABIS OWNERSHIP AND EXPERIENCE:
Licenses Owned and Operated by Tradecraft Farms’ Owners and Operators
License Number License Type Agency Legal Business Name Location Status
C11-0000686-LIC Distributor BCC Dub Brothers Management, LLC 3480 E 14th ST, Los
Angeles, CA 90023
Active
C11-0000421-LIC Distributor BCC Dub Brothers Management, LLC 721 E 5th St, Los
Angeles, CA 90013
Active
C13-0000136-LIC Distributor-
Transport Only
BCC Dub Brothers Management, LLC 1711-1721 Griffith Ave,
Los Angeles, CA 90021
Active
CCL19-0001404 Small Indoor
Cultivation
CDFA Dub Brothers Management, LLC 4121 Alameda St, Los
Angeles, CA 90058
Active
CCL19-0000826 Small Indoor
Cultivation
CDFA Dub Brothers Management, LLC 717 Stanford Avenue,
Los Angeles, CA 90021
Active
CCL19-0000827 Small Indoor
Cultivation
CDFA Dub Brothers Management, LLC 3480 E 14th ST, Los
Angeles, CA 90023
Active
2
CCL19-0001110
Specialty Indoor
Cultivation
CDFA Dub Brothers Management, LLC 1711-1721 Griffith Ave,
Los Angeles, CA 90021
Active
CCL20-0000260 Specialty Indoor
Cultivation
CDFA Dub Brothers Management, LLC 2507 Main Street, Los
Angeles, CA 90007
Active
CCL20-0000257 Specialty Indoor
Cultivation
CDFA Dub Brothers Management, LLC 2515 Main Street, Los
Angeles, CA 90007
Active
CDPH-10003442 Type 6:
Manufacturing
CDPH Dub Brothers Management, LLC 721 E 5th St, Los
Angeles, CA 90013-
2110
Active
CDPH-10004002 Type 6:
Manufacturing
CDPH Dub Brothers Management, LLC 3480 E 14th ST, Los
Angeles, CA 90023
Active
C10-0000570-LIC MEDICAL
Retailer
BCC Manuel Migueles Collective
dba Tradecraft Farms
732 E VISTA WAY,
VISTA, CA, 92084
Active
BL-00041170 MEDICAL
Retailer with
Delivery
City of Vista, CA Manuel Migueles Collective
dba Tradecraft Farms
732 E VISTA WAY,
VISTA, CA, 92084
Active
C12-0000331-LIC Microbusiness
(with Retail)
BCC Tradecraft Farms - Port Hueneme,
LLC
dba Tradecraft Farms
2597 BOLKER DR
PORT HUENEME, CA
93041
Active
PHCU-842 Microbusiness
(with Retail)
City of Port
Hueneme, CA
Tradecraft Farms - Port Hueneme,
LLC
dba Tradecraft Farms
2597 BOLKER DR
PORT HUENEME, CA
93041
Active
Conditional Use
Permit
No. 18-05
Medical Cannabis
Cultivation and
Manufacturing
City of Lancaster,
CA
Tradecraft Ventures, LLC 43511 70TH STREET
EAST, LANCASTER,
CA, 93535
Active
3
LA-C-18-000240-APP Cultivation Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 4121 Alameda St, Los
Angeles, CA 90058
Active
LA-C-18-000242-APP Cultivation Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 717 Stanford Avenue,
Los Angeles, CA 90021
Active
LA-C-18-000238-APP Cultivation &
Distribution
Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 2507 Main Street, Los
Angeles, CA 90007
Active
LA-C-18-000239-APP Cultivation Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 2515 Main Street, Los
Angeles, CA 90007
Active
LA-C-18-000237-APP Cultivation &
Distribution
Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 1711-1721 Griffith Ave,
Los Angeles, CA 90021
Active
LA-C-18-000241-APP Distribution &
Manufacturing
Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 721 E 5th St, Los
Angeles, CA 90013
Active
LA-C-18-000243-APP Cultivation,
Distribution, and
Manufacturing
Los Angeles Dept.
of Cannabis
Regulation
Dub Brothers Management, LLC 3480 E 14th ST, Los
Angeles, CA 90023
Active
CCBL #2120 Retailer City Of El Monte Tradecraft Farms – El Monte, LLC
dba
Tradecraft Farms
11518 Garvey Ave
El Monte, CA 91732
Approved, in
Development
N/A* Retailer City of Fresno Tradecraft Farms Fresno – Fulton,
LLC
915 N. Fulton St. Fresno
CA 93728
*Application in
Process
N/A* Retailer City of Fresno Tradecraft Farms Fresno –
Chinatown, LLC
925 China Alley, Fresno
CA 93706
*Application in
Process
N/A* Retailer City of Fresno Tradecraft Farms Fresno –
Ventura LLC
3594 East Ventura Ave.,
Fresno, CA 93702
*Application in
Process
4
DAAA-41SI-ZOZZ Commercial
Dispensary
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
1046 E. 2nd, Edmond,
OK 73034
Active
DAAA-4JV6-UEY8 Commercial
Dispensary
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
777 Jenkins Ave,
Norman OK 73069
Active
DAAA-EJBN-XUTA Commercial
Dispensary
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
4327 NW 23rd, St.,
Oklahoma City, OK
73107
Active
GAAA-4YTC-2JIN Commercial
Grower
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
4327 NW 23rd, St.,
Oklahoma City, OK
73107
Approved
PAAA-EYHW-
NZDJ
Commercial
Processor
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
4327 NW 23rd, St.,
Oklahoma City, OK
73107
Approved
DAAA-EJWE-6EU6 Commercial
Dispensary
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
111 W. ELM AVE,
STILWATER, OK 74074
Active
DAAA-41ZQ-KRIT Commercial
Dispensary
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
2017 S. Harvard Dr.
Oklahoma City, OK 73128
Active
GAAA-V1HO-TSCA Commercial
Grower
Oklahoma State
Department of
Health
Sugar Leaf, LLC
dba Cali Roots
2017 S. Harvard Dr.
Oklahoma City, OK 73128
Active
Bureau of Cannabis Control
(833) 768-5880
Adult-Use and Medicinal - Microbusiness License
Provisional
Distributor
Retailer
Cultivator (less than 10K sq ft)
Cultivator Type Indoor
LICENSE NO:
C12-0000331-LIC
LEGAL BUSINESS NAME:
Tradecraft Farms - Port Hueneme,
LLC
PREMISES:
2597 BOLKER DR
PORT HUENEME, CA 93041-1726
VALID:
10/8/2020
EXPIRES:
10/8/2021
Non-Transferable Prominently display this license
as required by Title 16 CCR § 5039
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 he manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is
an en ity, 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
t a corporation) - Do not enter a P.O. Box ions) State
CA
Z
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
18-D91412
FILED
In the office of the Secretary of State
of the State of California
NOV 30, 2018
TRADECRAFT FARMS - PORT HUENEME, LLC
201829510104 CALIFORNIA
90013-2110
CA 90013-2110
90013-2110CA721 E. 5TH STREET LOS ANGELES
721 E. 5TH STREET LOS ANGELES
721 E. 5TH STREET LOS ANGELES
Henschel
721 E. 5TH STREET LOS ANGELES 90013-2110
James
CA
WalkerBarry
Consumer Packaged Goods
11/30/2018 Damian Martin Attorney at Law
Page 1 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 he manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is
an en ity, 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-E49529
FILED
In the office of the Secretary of State
of the State of California
NOV 06, 2020
TRADECRAFT FARMS - EL MONTE, LLC
201907010207 CALIFORNIA
91732
CA 90013
91732 CA11518 Garvey Avenue El Monte
721 E. 5TH STREET LOS ANGELES
11518 Garvey Avenue El Monte
DeJute
721 E. 5th Street Los Angeles 90013
David
10880 Wilshire Blvd., STE 1900 90024
CA
WalkerBarry
Retail
11/06/2020 Paula Brunelle Authorized Representative
Page 1 of 2
Bureau of Cannabis Control
(833) 768-5880
Medicinal - Retailer License
Provisional
Storefront
LICENSE NO:
C10-0000570-LIC
LEGAL BUSINESS NAME:
MANUEL MIGUELES COLLECTIVE
PREMISES:
732 VISTA WAY E
VISTA, CA 92084-5577
VALID:
8/20/2019
EXPIRES:
8/19/2021
Non-Transferable Prominently display this license
as required by Title 16 CCR § 5039
Cannabis Delivery Business Permit
The person, firm or corporation named below is granted this
permit pursuant to the provisions of VMC Chapter 5.96,
Licensing of Cannabis Delivery, for delivery from the business
location identified below. Issuance of this business permit is
not an endorsement nor certification of compliance with other
laws. This permit is revocable at any time as provided in VMC
Chapter 5.96. Verification of an active permit may be made by
contacting the City Clerk’s Office.
City Clerk’s Office
200 Civic Center Dr.
Vista, CA 92084
(760) 639-6125
This permit has been issued in accordance
with section 5.96.060 of the City of Vista
Municipal Code.
Business: Tradecraft Farms Vista
732 E. Vista Way
Vista, CA 92084
Issue Da 06/08/2020
Delivery Permit er: FDL20-008
COPY
Bureau of Cannabis Control
(833) 768-5880
Adult-Use and Medicinal - Distributor-Transport Only
License
Provisional
LICENSE NO:
C13-0000136-LIC
LEGAL BUSINESS NAME:
DUB BROTHERS MANAGEMENT,
LLC
PREMISES:
1711 Griffith AVE
Los Angeles, CA 90021
VALID:
10/23/2019
EXPIRES:
10/22/2021
Non-Transferable Prominently display this license
as required by Title 16 CCR § 5039
Notice of Local Authorization for State Temporary License
Dear applicant:
The Department of Cannabis Regulation (DCR) is currently reviewing your application for processing pursuant to Los
Angeles Municipal Code (LAMC) Sec. 104.08 and has yet to determine whether you meet all eligibility criteria under
LAMC Sec 104.08(a). DCR recognizes that Phase 2 applicants must obtain a temporary license from the state
licensing agencies before the end of the year to be eligible for a state provisional license. Accordingly, while DCR
continues to review your application, it immediately authorizes you to apply for a state temporary license. Your local
authorization letter to provide to the state licensing agencies is attached. However, if you have not
identified an actual business premises yet, you may not submit this letter to the state.
This local authorization means that DCR will grant permission for the commercial cannabis activity identified in your
application only if DCR determines that you meet all eligibility criteria under LAMC Sec. 104.08(a). If DCR
determines you are not eligible for processing pursuant to LAMC Sec. 104.08, it will revoke your local authorization
and inform the state licensing agencies of such. This local authorization shall not create, confer or convey any
vested or nonconforming right to engage in commercial cannabis activity in the City of Los Angeles, and
it may not be sold, assigned, or otherwise transferred to another person or entity.
At this time, you do not have authorization from DCR to engage in commercial cannabis activities in the City of Los
Angeles, and you may not do so until the following three conditions are met:
1. You obtain a state temporary license or provisional license;
2. DCR determines you are eligible for processing pursuant to LAMC Sec. 104.08(a); and
3. DCR issues you a Temporary Approval for the same activity type(s) covered by your state temporary license of
provisional license.
Please email cannabis@lacity.org if you have any questions regarding this local authorization.
LOCAL AUTHORIZATION NOTIFICATION
Applicant Name: James Henschel
Business Name: Dub Brothers Management, LLC
Local Application No.: LA-C-18-000237-APP
Business Premises Address: 1711 GRIFFITH AVE, LOS ANGELES, CA 90021
Commercial Cannabis Activity Type{1}(s):
Medical Cultivation Small Indoor
Medical Distributor
Adult-Use Distributor
Adult-Use Cultivation Small Indoor
{1} Manufacturer Level 1 local authorization covers any eligible combination of the Type 6, N, P, and S commercial
cannabis license activities offered by the State of California.
The Los Angeles Department of Cannabis Regulation (DCR) grants authorization to the applicant to engage in the
above-referenced commercial cannabis activity type(s) at the business premises address listed above. Applicant
must satisfy all conditions set by DCR before and when conducting commercial cannabis activity pursuant to this
authorization.
Notice of Local Authorization for State Temporary License
Dear applicant:
The Department of Cannabis Regulation (DCR) is currently reviewing your application for processing pursuant to Los
Angeles Municipal Code (LAMC) Sec. 104.08 and has yet to determine whether you meet all eligibility criteria under
LAMC Sec 104.08(a). DCR recognizes that Phase 2 applicants must obtain a temporary license from the state
licensing agencies before the end of the year to be eligible for a state provisional license. Accordingly, while DCR
continues to review your application, it immediately authorizes you to apply for a state temporary license. Your local
authorization letter to provide to the state licensing agencies is attached. However, if you have not
identified an actual business premises yet, you may not submit this letter to the state.
This local authorization means that DCR will grant permission for the commercial cannabis activity identified in your
application only if DCR determines that you meet all eligibility criteria under LAMC Sec. 104.08(a). If DCR
determines you are not eligible for processing pursuant to LAMC Sec. 104.08, it will revoke your local authorization
and inform the state licensing agencies of such. This local authorization shall not create, confer or convey any
vested or nonconforming right to engage in commercial cannabis activity in the City of Los Angeles, and
it may not be sold, assigned, or otherwise transferred to another person or entity.
At this time, you do not have authorization from DCR to engage in commercial cannabis activities in the City of Los
Angeles, and you may not do so until the following three conditions are met:
1. You obtain a state temporary license or provisional license;
2. DCR determines you are eligible for processing pursuant to LAMC Sec. 104.08(a); and
3. DCR issues you a Temporary Approval for the same activity type(s) covered by your state temporary license of
provisional license.
Please email cannabis@lacity.org if you have any questions regarding this local authorization.
LOCAL AUTHORIZATION NOTIFICATION
Applicant Name: James Henschel
Business Name: Dub Brothers Management, LLC
Local Application No.: LA-C-18-000240-APP
Business Premises Address: 4121 ALAMEDA ST, LOS ANGELES, CA 90058
Commercial Cannabis Activity Type{1}(s):
Medical Cultivation Small Indoor
Medical Distributor
Adult-Use Distributor
Adult-Use Cultivation Small Indoor
{1} Manufacturer Level 1 local authorization covers any eligible combination of the Type 6, N, P, and S commercial
cannabis license activities offered by the State of California.
The Los Angeles Department of Cannabis Regulation (DCR) grants authorization to the applicant to engage in the
above-referenced commercial cannabis activity type(s) at the business premises address listed above. Applicant
must satisfy all conditions set by DCR before and when conducting commercial cannabis activity pursuant to this
authorization.
Notice of Local Authorization for State Temporary License
Dear applicant:
The Department of Cannabis Regulation (DCR) is currently reviewing your application for processing pursuant to Los
Angeles Municipal Code (LAMC) Sec. 104.08 and has yet to determine whether you meet all eligibility criteria under
LAMC Sec 104.08(a). DCR recognizes that Phase 2 applicants must obtain a temporary license from the state
licensing agencies before the end of the year to be eligible for a state provisional license. Accordingly, while DCR
continues to review your application, it immediately authorizes you to apply for a state temporary license. Your local
authorization letter to provide to the state licensing agencies is attached. However, if you have not
identified an actual business premises yet, you may not submit this letter to the state.
This local authorization means that DCR will grant permission for the commercial cannabis activity identified in your
application only if DCR determines that you meet all eligibility criteria under LAMC Sec. 104.08(a). If DCR
determines you are not eligible for processing pursuant to LAMC Sec. 104.08, it will revoke your local authorization
and inform the state licensing agencies of such. This local authorization shall not create, confer or convey any
vested or nonconforming right to engage in commercial cannabis activity in the City of Los Angeles, and
it may not be sold, assigned, or otherwise transferred to another person or entity.
At this time, you do not have authorization from DCR to engage in commercial cannabis activities in the City of Los
Angeles, and you may not do so until the following three conditions are met:
1. You obtain a state temporary license or provisional license;
2. DCR determines you are eligible for processing pursuant to LAMC Sec. 104.08(a); and
3. DCR issues you a Temporary Approval for the same activity type(s) covered by your state temporary license of
provisional license.
Please email cannabis@lacity.org if you have any questions regarding this local authorization.
LOCAL AUTHORIZATION NOTIFICATION
Applicant Name: Paula Brunelle
Business Name: Dub Brothers Management, LLC
Local Application No.: LA-C-18-000238-APP
Business Premises Address: 2507 S MAIN ST, LOS ANGELES, CA 90007
Commercial Cannabis Activity Type{1}(s):
Medical Cultivation Small Indoor
Medical Distributor
Adult-Use Distributor
Adult-Use Cultivation Small Indoor
{1} Manufacturer Level 1 local authorization covers any eligible combination of the Type 6, N, P, and S commercial
cannabis license activities offered by the State of California.
The Los Angeles Department of Cannabis Regulation (DCR) grants authorization to the applicant to engage in the
above-referenced commercial cannabis activity type(s) at the business premises address listed above. Applicant
must satisfy all conditions set by DCR before and when conducting commercial cannabis activity pursuant to this
authorization.
LA-C-18-000239-APP (Temporary Approval) Page 2
Dub Brothers Management, LLC
business premises from the business premises diagram filed with the application without the prior
written approval of DCR.
5. The applicant shall comply with all applicable provisions the Los Angeles Municipal Code, including
but not limited to the Los Angeles Fire Code and the Los Angeles Building Code, and obtain all
required permits or other authorizations before installing, operating or using any appliances,
equipment, or machinery on the business premises.
6. The applicant shall pay all outstanding City business tax obligations as determined by the Los
Angeles Office of Finance.
Social Equity Program Participation
1. The applicant shall not be eligible for a license pursuant to LAMC Section 104.08 unless it qualifies
for the Social Equity Program as Tier 1, Tier 2 or Tier 3 Social Equity Applicant.
2. If DCR finds during its review of the application that the applicant does not meet the requirements
to be a Tier 1 or Tier 2 Social Equity Applicant, the applicant shall meet the requirements to be a
Tier 3 Social Equity Applicant as defined in LAMC Section 104.20(e) as currently defined or
amended or DCR will revoke the applicant’s Temporary Approval and the applicant will not be
eligible for a license pursuant to LAMC Section 104.08.
Approved By: _________________________________
Date: _________________________________
Sr. MA I
9/29/2020
Notice of Local Authorization for State Temporary License
Dear applicant:
The Department of Cannabis Regulation (DCR) is currently reviewing your application for processing pursuant to Los
Angeles Municipal Code (LAMC) Sec. 104.08 and has yet to determine whether you meet all eligibility criteria under
LAMC Sec 104.08(a). DCR recognizes that Phase 2 applicants must obtain a temporary license from the state
licensing agencies before the end of the year to be eligible for a state provisional license. Accordingly, while DCR
continues to review your application, it immediately authorizes you to apply for a state temporary license. Your local
authorization letter to provide to the state licensing agencies is attached. However, if you have not
identified an actual business premises yet, you may not submit this letter to the state.
This local authorization means that DCR will grant permission for the commercial cannabis activity identified in your
application only if DCR determines that you meet all eligibility criteria under LAMC Sec. 104.08(a). If DCR
determines you are not eligible for processing pursuant to LAMC Sec. 104.08, it will revoke your local authorization
and inform the state licensing agencies of such. This local authorization shall not create, confer or convey any
vested or nonconforming right to engage in commercial cannabis activity in the City of Los Angeles, and
it may not be sold, assigned, or otherwise transferred to another person or entity.
At this time, you do not have authorization from DCR to engage in commercial cannabis activities in the City of Los
Angeles, and you may not do so until the following three conditions are met:
1. You obtain a state temporary license or provisional license;
2. DCR determines you are eligible for processing pursuant to LAMC Sec. 104.08(a); and
3. DCR issues you a Temporary Approval for the same activity type(s) covered by your state temporary license of
provisional license.
Please email cannabis@lacity.org if you have any questions regarding this local authorization.
LOCAL AUTHORIZATION NOTIFICATION
Applicant Name: James Henschel
Business Name: Dub Brothers Management, LLC
Local Application No.: LA-C-18-000242-APP
Business Premises Address: 717 STANFORD AVE, LOS ANGELES, CA 90021
Commercial Cannabis Activity Type{1}(s):
Medical Cultivation Small Indoor
Medical Distributor
Adult-Use Distributor
Adult-Use Cultivation Small Indoor
{1} Manufacturer Level 1 local authorization covers any eligible combination of the Type 6, N, P, and S commercial
cannabis license activities offered by the State of California.
The Los Angeles Department of Cannabis Regulation (DCR) grants authorization to the applicant to engage in the
above-referenced commercial cannabis activity type(s) at the business premises address listed above. Applicant
must satisfy all conditions set by DCR before and when conducting commercial cannabis activity pursuant to this
authorization.
Bureau of Cannabis Control
(833) 768-5880
Adult-Use and Medicinal - Distributor License
Provisional
LICENSE NO:
C11-0000686-LIC
LEGAL BUSINESS NAME:
DUB BROTHERS MANAGEMENT,
LLC
PREMISES:
3480 14TH ST E
LOS ANGELES, CA 90023-3819
VALID:
7/5/2019
EXPIRES:
7/4/2021
Non-Transferable Prominently display this license
as required by Title 16 CCR § 5039
LA-C-18-000243-APP (Temporary Approval) Page 2
Dub Brothers Management, LLC
business premises from the business premises diagram filed with the application without the prior
written approval of DCR.
5. The applicant shall comply with all applicable provisions the Los Angeles Municipal Code, including
but not limited to the Los Angeles Fire Code and the Los Angeles Building Code, and obtain all
required permits or other authorizations before installing, operating or using any appliances,
equipment, or machinery on the business premises.
6. The applicant shall pay all outstanding City business tax obligations as determined by the Los
Angeles Office of Finance.
Social Equity Program Participation
1. The applicant shall not be eligible for a license pursuant to LAMC Section 104.08 unless it qualifies
for the Social Equity Program as Tier 1, Tier 2 or Tier 3 Social Equity Applicant.
2. If DCR finds during its review of the application that the applicant does not meet the requirements
to be a Tier 1 or Tier 2 Social Equity Applicant, the applicant shall meet the requirements to be a
Tier 3 Social Equity Applicant as defined in LAMC Section 104.20(e) as currently defined or
amended or DCR will revoke the applicant’s Temporary Approval and the applicant will not be
eligible for a license pursuant to LAMC Section 104.08.
Approved By: ___________________________________
Date: ___________________________________
Sr. MA I
9/29/2020
Bureau of Cannabis Control
(833) 768-5880
Adult-Use and Medicinal - Distributor License
Provisional
LICENSE NO:
C11-0000421-LIC
LEGAL BUSINESS NAME:
DUB BROTHERS MANAGEMENT,
LLC
PREMISES:
721 E 5TH ST
LOS ANGELES, CA 90013-2110
VALID:
6/19/2019
EXPIRES:
6/18/2021
Non-Transferable Prominently display this license
as required by Title 16 CCR § 5039
Dub Brothers Management, LLC
Dub Brothers Management, LLC
721 E 5TH ST
LOS ANGELES, CA 90013-2110
ADULT AND MEDICINAL CANNABIS PRODUCTS PROVISIONAL
CDPH-10003442
ype 6: Non Volatile Solvent Extraction
06/12/2020
06/12/2021
Notice of Local Authorization for State Temporary License
Dear applicant:
The Department of Cannabis Regulation (DCR) is currently reviewing your application for processing pursuant to Los
Angeles Municipal Code (LAMC) Sec. 104.08 and has yet to determine whether you meet all eligibility criteria under
LAMC Sec 104.08(a). DCR recognizes that Phase 2 applicants must obtain a temporary license from the state
licensing agencies before the end of the year to be eligible for a state provisional license. Accordingly, while DCR
continues to review your application, it immediately authorizes you to apply for a state temporary license. Your local
authorization letter to provide to the state licensing agencies is attached. However, if you have not
identified an actual business premises yet, you may not submit this letter to the state.
This local authorization means that DCR will grant permission for the commercial cannabis activity identified in your
application only if DCR determines that you meet all eligibility criteria under LAMC Sec. 104.08(a). If DCR
determines you are not eligible for processing pursuant to LAMC Sec. 104.08, it will revoke your local authorization
and inform the state licensing agencies of such. This local authorization shall not create, confer or convey any
vested or nonconforming right to engage in commercial cannabis activity in the City of Los Angeles, and
it may not be sold, assigned, or otherwise transferred to another person or entity.
At this time, you do not have authorization from DCR to engage in commercial cannabis activities in the City of Los
Angeles, and you may not do so until the following three conditions are met:
1. You obtain a state temporary license or provisional license;
2. DCR determines you are eligible for processing pursuant to LAMC Sec. 104.08(a); and
3. DCR issues you a Temporary Approval for the same activity type(s) covered by your state temporary license of
provisional license.
Please email cannabis@lacity.org if you have any questions regarding this local authorization.
LOCAL AUTHORIZATION NOTIFICATION
Applicant Name: James Henschel
Business Name: Dub Brothers Management, LLC
Local Application No.: LA-C-18-000241-APP
Business Premises Address: 721 5TH ST, Los Angeles, CA 90013
Commercial Cannabis Activity Type{1}(s):
Medical Distributor
Medical Manufacturer Level 1
Adult-Use Distributor
Adult-Use Manufacturer Level 1
{1} Manufacturer Level 1 local authorization covers any eligible combination of the Type 6, N, P, and S commercial
cannabis license activities offered by the State of California.
The Los Angeles Department of Cannabis Regulation (DCR) grants authorization to the applicant to engage in the
above-referenced commercial cannabis activity type(s) at the business premises address listed above. Applicant
must satisfy all conditions set by DCR before and when conducting commercial cannabis activity pursuant to this
authorization.
1
Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
LABOR PEACE AGREEMENT
(Fresno)
This Labor Peace Agreement ("Agreement") is entered into this 1st day of
December, 2020 by and between Tradecraft Farms Fresno – Chinatown, LLC (hereafter
"Employer") and United Food and Commercial Workers International Union, and its
designated Local, UFCW Local 8 (hereafter "Union"). This Agreement is entered into in
accordance with applicable requirements of the California Medicinal and Adult Use
Cannabis Regulation and Safety Act (MAUCRSA), California B&P Code § 26000 et seq.,
and applicable local cannabis licensing ordinances and regulations.
1.This Agreement shall apply to the regular full time and regular part-time
employees of Employer who work in the job classifications set forth in Exhibit "A" (the
"Employees") at Employer's licensed cannabis business located at 925 – 929 China Alley,
Fresno, CA 93706 (the "Covered Facility"). If the Covered Facility relocates pursuant to
its license under State or local law to another location within the geographic jurisdiction of
Union, this Agreement shall apply to the Covered Facility at that new location. In the event
Employer choses to operate the Covered Facility under a different "DBA", this Agreement
shall nevertheless apply to that Covered Facility when using that new DBA. If Employer
applies for a requisite license to operate one or more additional cannabis businesses within
Union's geographic jurisdiction, Employer shall provide written notice of same to Union's
Secretary-Treasurer (an email shall suffice), whereupon the Parties shall sign a New
Location Agreement in the form attached hereto as Exhibit "C" to extend this Agreement
to cover the regular full time and regular part-time Employees (as defined) working at that
new location for a like Term as this Agreement. Exhibit C will be signed within 5 days of
the Notice.
2.The Parties hereby establish the following procedure for the purpose of
ensuring an orderly environment for the exercise by Employees of their rights under Section
7 of the National Labor Relations Act and to ensure compliance with MAUCRSA and all
applicable local cannabis ordinances and regulations.
3.The Parties mutually recognize that Federal labor law guarantees
Employees the right to form or select a labor organization to act as their exclusive
representative for the purpose of collective bargaining with Employer, or to refrain from
such activity.
4.Employer will take a neutral approach to the unionization of the
Employees. Accordingly, Employer will not undertake any action or make any statement
that will directly or indirectly state or imply opposition to Employees' selection of a
collective bargaining agent, or preference for or opposition to any particular union as
Employees' collective bargaining agent. The Union and its representatives will not coerce
or threaten any employee in an effort to obtain authorization cards.
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Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
5.The Union shall have reasonable access to the Employer’s worksite as set
forth herein during regular business hours or when employees are required to work for the
purpose of meeting with Employees to discuss their right to representation, employment
rights under state law, and terms and conditions of employment. In doing so, the Union
shall not disrupt the Employer’s business and will act consistently with the California
Medicinal and Adult Use Cannabis Regulation and Safety Act (MAUCRSA) and Local
Cannabis Ordinances. Prior to taking access, the Union will send a letter to the Employer
with the names of the individuals who may visit the location prior to its first visit. If the
designated individuals change, the Union will update that notice. Then, Employer will
cooperate with Union in making arrangement to permit the designated Union
representatives to meet with employees in areas where the Employees will be able to speak
to the Union representative without monitoring by the Employer, at a time when the
employee is not regularly obligated to perform work duties. As part of that cooperation the
Employer will share with the Union the particular staffing and layout of the facility to best
ensure access while avoiding disruption of the business. To the extent Employer has video
surveillance equipment throughout its facility, consistent with the law, the Parties agree
that such equipment will not be utilized by Employer to garner information regarding
concerted activity or workers' rights under this Agreement.
6.Within ten (10) days following receipt of a written notice from Union
declaring an intent to organize Employees (an email to Employer shall suffice), Employer
will furnish Union with a complete list of the regular full and part-time Employees
referenced in Exhibit "A" showing their job classifications, departments, home addresses,
and, if known, cell phone numbers and email addresses. The Employer will provide an
updated complete list monthly, unless there is no change to the list. Union will keep all
such Employee information furnished by Employer confidential and shall not use the
information for any purpose other than the purposes of this Agreement or as required by
law. Within ten days of receiving a request by Union, Employer also shall distribute the
letter attached as Exhibit B to each Employee.
7.At the Union’s request, the Employer will arrange for a mandatory staff
meeting to enable the Union to meet with all of the Employees referenced in Exhibit "A".
If it is not feasible for the Employer to schedule a single meeting attended by all Employees,
then Employer will cooperate with the Union to schedule a follow up meeting(s) for that
purpose. The Employer shall schedule these meeting(s) so as to encourage maximum
attendance. Any such meeting will be on paid time. The Parties shall schedule a date for
the meeting at least one (1) week prior to the meeting. There shall be no advance
announcement by the Employer to employees concerning the subject of the meeting.
Rather, the Employer shall schedule the meeting in the same way that notice is provided
for other mandatory meetings. Each meeting shall last no more than one (1) hour. At this
meeting, Employer will inform Employees that it is neutral, does not object to their talking
with Union and supporting a union, and that Employer will negotiate a collective
bargaining agreement with Union if and when a majority of Employees who wish to be
represented by the Union have designated Union as their exclusive collective bargaining
representative. Union representatives will attend the meeting and after Employer has left
the meeting, Union representatives will talk with Employees about the Union.
3
Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
8.The Union may request recognition as the exclusive collective bargaining
agent for the Employees. Upon such request, a person mutually agreed to by Employer and
Union, or if no agreement is reached then the Arbitrator identified in Paragraph 13, will
conduct a review of Employees' authorization cards and membership information submitted
by Union in support of its claim to represent a majority of the Employees. The review shall
involve a comparison of the authorization card signatures of Employees to their W-4 or
Form I-9 as furnished by Employer. Except where needed to resolve a concern about the
authenticity of an Employee's signature, the identity of all union authorization card signers
shall be kept confidential from Employer. Subject to the availability of a person mutually
agreed upon or an Arbitrator identified in Paragraph 13, such review shall take place no
more than fourteen (14) days after the Union's request, absent mutual agreement to extend
time for review. The size of the unit to determine recognition will be determined by the size
of the unit ten (10) days prior to the time the request for recognition is made. If the review
establishes that a majority of Employees has designated Union to be their exclusive
collective bargaining representative or joined the Union, Employer will officially recognize
the Union as the Employees' exclusive collective bargaining representative.
9.Employer will not file a petition with the National Labor Relations Board for
any election in connection with any demand for recognition provided for in this agreement.
The Union and Employer will not file any Unfair Labor Practice charges with the National
Labor Relations Board or any other type of legal claim in connection with any act or
omission occurring within the context of this Agreement; arbitration under Paragraph 14
shall be the exclusive remedy. Union and Employer agree that if any other person or entity
petitions the National Labor Relations Board for any election as a result of or despite
recognition of the Union pursuant to this Paragraph, (a) Employer and Union each will
request that the NLRB dismiss the petition on grounds of recognition bar or, if they have
agreed to a collective bargaining agreement covering Employees at the time the petition is
filed, on grounds of contract bar, (b) if the petition is not dismissed, Employer and Union
shall agree to a full consent election agreement under Section 102.62(c) of the NLRB’s
Rules and Regulations, and (c) Employer and Union shall at all times abide by the provisions
of this Agreement.
10.If the Union is recognized as the exclusive collective bargaining
representative as provided in Paragraph 8, negotiations for a collective bargaining
agreement shall commence no later than 120 days from the date of recognition (or 45 days
from a request by the Union to bargain a successor contract for a contract that has an
impending expiration date) unless extended by mutual agreement by the parties. To ensure
labor peace throughout the collective bargaining process, if the Parties are unable to reach
agreement on a collective bargaining agreement within 9 months after recognition pursuant
to Paragraph 8 (or upon 4 months after commencement of bargaining for a successor
agreement), either party shall have the right to submit any unresolved issues for resolution
to final and binding arbitration pursuant to Paragraph 13. The arbitrator identified in
Paragraph 13 below shall be the Arbitrator, unless another Arbitrator is mutually agreed to
by the Parties. The Arbitrator shall be guided by the following considerations:
a)Proposals by the Parties during bargaining leading up to arbitration;
b)Size and type of the Employer's operations;
4
Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
c)Ability of the employees, through the combination of wages,
hours and benefits, to earn a living wage to sustain themselves
and their families;
d)Employees' productivity;
e)Employment standards and conditions at comparable retail or other
licensed cannabis operations;
f)Customer focused concerns;
g)Responsible customer service in a clean and secure
environment that assures customer and worker safety;
h)A procedure that allows workers to raise and expeditiously resolve
workplace disputes;
i)Full Compliance with Local and State laws regulating cannabis
businesses;
j)Compliance with all labor and employment standards under
Federal, State and Local laws covering the employees of the
Employer; and
k) Any other relevant economic or non-economic factors which the
Parties have entered into evidence at the hearing.
11.In consideration of the covenants made herein, during the Term of this
Agreement, the Union shall not engage in any work stoppage, picketing, boycott or other
economic activity directed at the Employer's business (including, but not limited to any
strike, sympathy strike, “slowdown”, public hand billing, public display of banners,
demonstration directed at the employer, or refusals to handle merchandise (except as may
be permitted by applicable provisions of Cal/OSHA). During the Term of this Agreement,
Employer will not engage in a lockout of the Employees. If Employer lawfully recognizes
any union besides the Union as the exclusive collective bargaining representative of
Employees, this Agreement shall terminate immediately and without notice.
12.With the exception of trimming operations, once notice is given pursuant to
Paragraph 6 above, Employer shall ensure that any subcontractor who may be engaged to
do bargaining unit work shall be required to execute a LPA on the same terms as this
Agreement at the time of the subcontracting, if at the time it is not represented by an
exclusive bargaining agent. Noting in this section is intended to limit the scope of bargaining
over subcontracting, including that of trimming operations if/when the Union is recognized.
13.The Union will cooperate with the Employer in efforts before State and Local
Agencies on issues of common concern, including the licensing process, provided the
5
Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
Employer complies with this Agreement and laws governing the rights of its workers. The
Employer will extend the same cooperation to the Union on issues of common concern.
14.The Parties agree that any disputes over the interpretation or application of
this Agreement shall be submitted to expedited and binding arbitration at a location to be
mutually agreed within 25 miles of the Covered Facility, with an Arbitrator mutually agreed
to by the Parties. If the Parties are not able to agree upon an arbitrator within 7 business
days, they shall request from the Federal Mediation and Conciliation Service a list of five
arbitrators who are members of the National Academy of Arbitrators and who have their
principal office in Southern California. The Parties shall, within 14 days of receiving the
list, select a permanent Arbitrator (“Arbitrator”) under this Agreement by alternately
striking two names from the list. The Arbitrator shall be the last remaining name on the list
after each side has stricken two names. The party to strike first shall be determined by coin
toss. The fourth name stricken from the list shall be the Alternate Arbitrator (“Alternate
Arbitrator”). The Arbitrator shall hear and decide all disputes submitted to arbitration unless
the Arbitrator is unavailable for a hearing within 30 days from the date of submission, but
the Alternate Arbitrator is available during such 30-day period, in which case the dispute
shall be submitted to the Alternate Arbitrator for hearing and decision. The Arbitrator (or
Alternate Arbitrator) shall conduct the arbitration according to the procedures established
by the American Arbitration Association. The Arbitrator (or Alternate Arbitrator) shall also
have the authority to order the noncompliant party to comply with this Agreement, including
both remedies in equity and law. The Parties hereto agree to comply with any order of the
Arbitrator (or Alternate Arbitrator), which shall be final and binding. The United States
District Court for the Central District of California shall have exclusive jurisdiction over
any action concerning arbitration under this Agreement. The Parties consent to the entry of
any order of the Arbitrator (or Alternate Arbitrator) as the order or judgment of the Court,
which includes the entry of findings of fact and conclusions of law.
15.This Agreement shall be in full force and effect (the "Term") from the date
it is fully executed by Employer and the Union until the earlier of: (i) two (2) calendar years
from the date of Employer's execution of the Agreement; (ii) or upon execution of a
collective bargaining agreement or issuance of an interest arbitration award which concludes
the collective bargaining agreement negotiations, either of which explicitly supersede this
document. Employer shall notify Union in writing when it has hired a sufficient number of
employees to become obligated to enter into a labor peace agreement under MAUCRSA
and/or an applicable local cannabis licensing ordinance. This Agreement may only be
extended by mutual agreement of the Parties in writing.
16.If any provision of this Agreement is deemed invalid or found to be contrary
to law by a court of competent jurisdiction, such provision shall be of no force or effect; but
the remainder of this Agreement shall continue in full force and effect. The Parties shall
meet and negotiate in good faith with respect to any provision found to be in contravention
of the law, not later than fourteen (14) days after a written request to do so by either party
with the goal of addressing the issue raised.
17.This Agreement will bind all legal successors to the Employer. Accordingly,
in the event of Employer's sale of a Covered Facility or a merger of Employer with another
entity that is taking over the operation of a Covered Facility, Employer will require, as a
7
Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
EXHIBIT A
Description of the bargaining unit
The job classifications will include all full time and regular part time hourly retail
sales and support dispensary employees of the Employer working at the Covered Facility.
The bargaining unit shall exclude all other employees including all managerial, supervisory
and confidential employees and all guards employed by the Employer working at the
Covered Facility as those terms are as defined by the National Labor Relations Act and
applicable decisions of the NLRB. Once a full complement of workers is hired at the
Covered Facility, Employer will notify Union within thirty (30) days of all Employee job
titles.
8
Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
EXHIBIT B
Dear Employees:
Our dispensary has been approached by United Food and Commercial Workers
International Union and its Local UFCW 8. The UFCW is a labor union that represents cannabis
workers throughout California. The Union has expressed an interest in organizing our employees.
We believe that it is in the best interest of our employees, guests, and clients to resolve the issue
of union representation as quickly as possible, and with minimum disruption. As required by
applicable law, and to avoid what could be a lengthy and disruptive campaign, we have signed a
Labor Peace Agreement with the Union. This letter will explain some basic terms of this
Agreement ("the Agreement").
The Labor Peace Agreement gives the Union an opportunity to hold a meeting with our
employees at the Facility on paid time to discuss unionization. We will also be providing the
Union with a list of our employees' names, phone numbers, email addresses and home addresses
where they can contact you.
The Labor Peace Agreement guarantees employees the right to form or select a labor
organization to act as their exclusive representative for the purpose of collective bargaining with
their employer, or to refrain from doing so. Because the decision to join or not join the Union is
yours to make, management will not be commenting on the matter. All managers and supervisors
have been affirmatively instructed in their obligations under this agreement.
Union representatives will also have the opportunity to contact Employees in the near
future. The Union representative will explain the benefits of joining the Union and will ask each
employee if he or she wants to join the Union. If an employee wants to join the Union, he or she
will be asked to sign a card that states that they want the Union to represent them. By signing this
authorization card, you are selecting the Union to serve as its exclusive collective bargaining
representative.
If an outside, neutral third party confirms that the Union has obtained signed authorization
cards from a majority of the employees working at this Facility, we will recognize the Union as
our employees' exclusive collective bargaining representative and will meet with the Union to
negotiate in good faith over the terms of a collective bargaining agreement.
I have written this letter to maintain our tradition of open, forthright communication.
Again, the decision of whether or not to join the Union is your decision alone.
Sincerely,
/s/
9
Tradecraft Farms Fresno – Chinatown, LLC (LPA) 1422448v1)
EXHIBIT C
(After-Acquired Location Agreement)
The Parties do hereby agree as follows:
1. The undersigned are Parties to the attached Labor Peace Agreement ("Agreement"), dated
_________________, 20__. Paragraph 1 of the Agreement provides for the extension of
that Agreement to the bargaining unit employees working at any facility within Union's
geographic jurisdiction where the Employer has applied for the requisite licenses to operate
a cannabis business during the Term. By signing below, the Parties hereby extend the
Agreement to cover the regular full time and regular part time employees working in the
bargaining unit job classifications working at the following location:
Name: _______________________________________________________________
DBA (if any): __________________________________________________________
Address: _____________________________________________________________
_________________________________________________________CA 9________
2. This Agreement shall be in full force and effect from the date it is fully executed by
Employer and the Union until the earlier of: (i) five (5) calendar years from the date of
Employer's execution of the Agreement; (ii) or upon execution of a collective bargaining
agreement or issuance of an interest arbitration award which concludes the collective
bargaining agreement negotiations, either of which explicitly supersede this document.
FOR THE EMPLOYER:
By:
Title:
Date: _________________________
FOR UFCW LOCAL 8
By: _____________________
Title: ___________________
Date: __________________
December 3, 2020
Wilma Quan, City Manager
Jennifer Ruiz, Project Manager
City of Fresno
Office of Cannabis Oversight
2600 Fresno St. Room 2064
Fresno, CA 93721
To Whom It May Concern:
Please see attached Zoning Inquiry Letter received from the Planning Department on December 2,
2020 for the premises at 925 – 929 China Alley, Fresno, CA 93706.
Note that the zoning inquiry application I submitted in FAASTER on October 26, 2020 was
submitted on behalf of the Applicant TRADECRAFT FARMS FRESNO – CHINATOWN,
LLC. (Please see screenshot of my online zoning application submittal, attached hereto for
reference).
However, the attached ZIL received from the City’s Planning Department is addressed to
TRADECRAFT FARMS FRESNO – FULTON, LLC, which is NOT the Applicant associated
with this proposed premises address. Please see attached screenshot of my application details
submitted in FAASTER as evidence.
Additionally, I emailed Robert Holt in the Planning Department upon receipt of the attached ZIL
to request that the Applicant entity name in the address block be corrected, but did not receive a
reply or corrected ZIL.
I trust that this letter and the attached supporting documentation will clarify the issue and the ZIL
submitted will be considered valid.
Thank you,
Paula Brunelle
Authorized Representative / Chief Compliance Officer
Tradecraft Farms Fresno – Chinatown, LLC
PLANNING AND DEVELOPMENT DEPARTMENT
2600 Fresno Street • Third Floor Jennifer K. Clark, AICP, Director
Fresno, California 93721-3604
(559) 621-8277 FAX (559) 498-1026
December 2, 2020 Please reply to:
Rob Holt
(559) 621-8056
Barry Walker
Tradecraft Farms Fresno – Fulton LLC
721 E 5th St
Los Angeles, CA 90013
Dear Applicant:
SUBJECT: ZONING INQUIRY NUMBER P20-03955 REQUESTING INFORMATION
REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 925-929
CHINA ALLEY
(APN 467-071-13)
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 DTN, which is one of the allowable zone districts for
cannabis retail businesses. Development standards of the DTN zone district are
available in Sections 15-1503, 15-1504, and 15-1505 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 P20-03955
925-929 China Alley
Page 2
December 2, 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 3. There are currently no cannabis retail
businesses located in Council District 3. 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