HomeMy WebLinkAboutC-20-8 - Phenos of Fresno RedactedApplicant (Entity) Information
Application Type
Proposed Location
Commercial Cannabis Business
Permit Application
C-20-8
Submitted On: Dec 03, 2020
Applicant
Devin Stetler
(209)554-0811
corp@thepremier.group
Applicant (Entity) Name:
Phenos Collective, Inc.
DBA:
Phenos of Fresno
Physical Address:
3065 E. Ashlan Ave.
City:
Fresno
State:
Ca
Zip Code:
93726
Primary Contact Same as Above?
Yes
Primary Contact Name:
Devin Stetler
Primary Contact Title:
CTO
Primary Contact Phone:
2095540811
Primary Contact Email:
corp@thepremier.group
HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR
ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?:
No
Select one or more of the following categories. For each
category, indicate whether you are applying for Adult-Use (“A”)
or/and Medicinal (“M”) or both
Both
Please make one selection for permit type. If making multiple
applications, please submit a new application for each permit
type and proposed location.
Permit Type
Retail (Storefront)
Business Formation Documentation:
Corporation
Property Owner Name:
Oberti J Inc.
Proposed Location Address:
3065 East Ashlan Ave.
City:
Fresno
State:
CA
Zip Code:
93726
Property Owner Phone:
559-446-2001
Property Owner Email:
--
Assessor's Parcel Number (APN):
42826406
Proposed Location Square Footage:
Supporting Information
Application Certification
11187
List all fictitious business names the applicant is operating under including the address where each business is located:
Blue Fire 1975 Olive Ave W. Merced, Ca 95348 (Retail)
Fire House 1601 Main St. W. Turlock, CA 95380 (Retail)
Flavors 2213 Patterson Rd. Riverbank, CA 95367 (Retail)
PCF 1442 Angie Ave. Modesto, CA 95351 (Retail)
PCF Distro 1442 Angie Ave. Modesto, CA 95351 (Distributor)
Phenos 1234 Mchenry Ave, Suite C. Modesto, CA 95350 (Retail)
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:
Tracy
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
CTO
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 Information
Owner Name:
Devin Stetler
Owner Title:
CTO
Owner Address:
2213 Patterson Rd
Owner City:
Riverbank
Owner State:
Ca
Owner Zip:
95367
Has Owner Completed Background Check Application?
Yes
Ownership Percentage (%):
100
Business Name: Phenos of Fresno
Application #: C-20-8
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 0 exceed 2-page resume limit
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 24
Construction Cost Estimate:
Construction Cost Estimate Provided: Score 8 8 6 4 4 Very basic, needs much more 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, needs much more detail
Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 3
Mentions in explanation that data is based on
current store they are operating
Operation and Maintenance Cost Estimates:
Operation and Maintenance Cost Estimate Provided: Score 8 8 6 4 4 Very basic, needs much more detail
All Labor, Trades, Materials, Supplies, Utilities, and other Cost Factors Identified: Score 6 6 4 2 4
Has some breakdown in salaries, but needs more
detail
Annual Cost Escalators for Operating Costs Provided: Score 6 6 4 2 2
Salary costs shown as escalating, but no others, &
no explanation
Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 3
Mentions in explanation that data is based on
current store they are operating
1.2 Sub-Total:50 22
Proof of Capitalization Specific to one or more Owners: 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 Specific to Business Name/Address: Score 5 5 5
Proof of Capitalization Sufficient to Cover Proforma (3 months) and Construction Costs: Score
15 15 15
Has in credit lines extended, but the
letters are old, from 2018 so I have some concern
that they were given for another store startup. Not
sure if still good.
Certified Audited Financial Report Provided for one or more Owners: Score 5 5 0 Report 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 35
Three Years of Data Provided: Score 10 10 8 6 6 Very basic, needs much more detail
Total Gross Revenue Estimates Provided:3 3 0 Not included
Total Gross Revenue by Product Type (flower and manufactured) Identified:3 3 3
Total Personnel Costs Provided:5 5 4 3 3
Only as one line item, no benefits, etc. listed, 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 0 not included
Annual Net Revenue Identified:3 3 3
Annual Cost Escalators Identified:4 4 3 2 3
Some costs shown as escalating, but not all, no
explanations
Annual Estimated Sales Tax Payments to State Provided:2 2 0 Not included
Annual Estimated Sale Tax Payments to City of Fresno Provided:5 5 5
Annual Business Tax License and Cannabis Permit Fee Provided:2 2 2
Annual Net Income Provided:5 5 5
Scoring Guidance: full points for realistic figures for all three years. Dock points for severe
miscalculations, unrealistic estimates, or providing less than the request three years.
1.4 Sub-Total:50 36
Hours of Operation Provided: Score 5 5 5
Hours of Operation Provided for all 7 days of the week: Score 3 3 3 states schedule is "daily"
Hours of Operation Provided for Holidays: Score 2 2 0 Holidays not mentioned
Opening and Closing Procedures Provided: Score 10 10 8 6 6 Does not detail opening/closing procedures
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 14
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:
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 10
Does not describe who is responsible for validating
ID (security, reception, etc.) Does not discuss how
they will be admitted to sales floor (9-3310(a)(4))
II. Identify location and procedures for receiving deliveries during business hours.10 10 8 6 0
Does not describe location nor procedures. Only
describes distribution network.
iii. Identify the name of the Point-of-sale system to be used and the number of Point-of-Sale locations.10 10 10
IndicaOnline ; pg 10 - assume 15 registered iPads
are POS locations.
iv. The estimated number of customers to be served per hour/day.20 20 15 10 10
Refers to current store averages, not specific to
proposed location.
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 0 Does not address delivery service.
1.6 Sub-Total:100 50
Section 1 Total:300 181
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 0
Does not make committment to pay living wage.
Only states what entry level employees currently
make in their other locations
Definition of Living Wage Provided: Score 5 5 4 3 0 Does not define living wage or provide reference
Living Wage Defined as Greater than Minimum Wage: Score 5 5 0 Living wage was not defined by applicant
2.1 Sub-Total:20 0
Wages and Salary
CCB Entry-Level Hourly Wage Greater than Minimum Wage 5 5 5
CCB Entry-Level Annual Salary Greater than Median Household Income ($50,432)5 5 0 Entry level is per hour
Health Care Benefits
CCB Offers Medical Coverage to All Employees: Score 5 5 0 health care not provided.
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
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)
Criteria Narrative:
Criteria Narrative:
2.1 Describe whether the Commercial Cannabis Business is committed to offering employees a Living Wage. (20 points possible)
Scoring Guidance: https://livingwage.mit.edu/counties/06019
2.2 Briefly describe benefits provided to employees such as health care, vacation, and medical leave, to the degree they are offered as part of employment. (50 points possible)
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 0 No employee benefits described
Number of Paid Holidays Per Year: (10 or more paid holidays = excep; 4-10 = Good; 1-3 Acceptable)5 5 4 3 0
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 0
Retirement
Offers employee retirement plan 2 2 0
Offers company match for employee retirement plan 2 2 0
2.2 Sub-Total:50 5
CCB Provides Tuition Reimbursement for Certificates: Score 3 3 0 No educational reimbursements described
CCB Provides Tuition Reimbursement for associate degrees: Score 3 3 0
CCB Provides Tuition Reimbursement for bachelor's degrees: Score 3 3 0
CCB Provides Tuition Reimbursement for master's degrees: Score 3 3 0
CCB Provides Tuition Reimbursement for Specialized Commercial Cannabis Business Operations
Training: Score 3 3 0
CCB Offers General Training for Health and Safety, Workplace Environment, Customer Service, etc.
5 5 4 3 3
Only mentions cross-training and product demos.
No specific training topics mentioned.
2.3 Sub-Total:20 3
General Recruitment Plan Provided: Score 10 10 8 6 6
Provided recruitment philosphy/experience, not
strategies.
Social Policy Recruitment Plan Provided: Score 10 10 8 6 6 Only strategy mentioned was customer recruitment.
Recruitment Plan Includes Demographic Data for District, City or County: Score
10 10 8 6 6
Provided some data about the number of women in
the workforce but no other demographics.
Recruitment Plan Includes List of CBOs, Non-Profits and Public-Agency Hiring Partners: Score 10 10 8 6 0 Did not refer to this strategy
Recruitment Plan Includes Hiring Targets (percentages) by Demographic Groups: Score 10 10 8 6 0 No hiring targets mentioned.
2.4 Sub-Total:50 18
Owners
Criteria Narrative:
Criteria Narrative:
Criteria Narrative:
IF full points achieved for Ownership category, don't score managers.
Section is total of 80 points possible.
2.3 Describe compensation to and opportunities for continuing education and employee training.(20 points possible)
2.4 Describe the Commercial Cannabis Business plan to recruit individuals who meet the criteria listed in the Social Policy Section 9-3316 (b) (1) of the Fresno Municipal Code (FMC) and the percentage of local employees it hires. (50
points possible)
2.5 Describe the extent to which the Commercial Cannabis Business will be a locally managed enterprise whose owners and /or managers reside within or own a commercial business within the City of Fresno, for at least one year prior
to March 2, 2020.(80 points possible)
Number of Owners:1
Number of Owners that live within the City of Fresno:0
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 0
51%+ ownership interest percent of the Owners live or own a business in the County: Score 40 40 0
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 0
Managers
Number of Managers (salaried, non-owners)11
Number of Managers that live in the City of Fresno:0
Number of Managers that Own a Business in the City of Fresno:0
100 percent of the Managers live or own a business in the City: Score 20 20 0 No local management discussed.
75 to 99 percent of the Managers live or own a business in the City: Score 15 15 0
50 to 74 percent of the Managers live or own a business in the City: Score 10 10 0
Less than 50 percent equity of the Managers live or own a business in the City: Score 5 5 0
2.5 Sub-Total:80 0
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 Will sign upon 5th hire
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 6
Initially will be ran by existing staff (non-local).
Committed to 80% local hire "once store is running
smoothly".
Commitment to Offer Apprenticeships Provided:10 10 8 6 0 only in-house training of staff provided
Commitment paying for continuing education provided 10 10 8 6 0 only in-house training of staff provided
Description of commitment to paying a living wage provide. (Score same as sec. 2.1)
10 10 8 6 0
Does not make committment to pay living wage.
Only states what entry level employees currently
make in their other locations
Data, non-scored. Write response in Evaluation Notes
column.
Criteria Narrative:
Criteria Narrative:
Data, non-scored. 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:
2.8 Sub-Total:50 16
CCB is willing to serve as Social Equity Business Incubator: Score
100 100 80 60 60
Commits to serving as SE Business Incubator but
only discusses employees rather than other social
equity businesses.
Mentorship and Training: Score yes
Equipment Donation: Score
Shelf Space: Score
Legal Assistance: Score
Finance Services Assistance: Score yes
Other Technical Assistance: Score
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 60
Section 2 Total:400 132
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 6 Needs more detail
CCB will established a dedicated contact person to receive complaints: Score 10 10 10
CCB will establish a dedicated phone number to receive complaints: Score 5 5 5
CCB will establish a dedicated email address to receive complaints: Score 5 5 5
CCB will establish a response time standard for returning complaint calls and emails: Score 5 5 0 Info not provided
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 26
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
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)
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)
Data to inform score on first line of this section. Write
response in Evaluation Notes column.
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 0 Info not provided
CCB has prepared a nuisance odor control plan: Score 10 10 8 6 6 Needs more detail
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 0 Info not provided
CCB has established an odor reporting system: Score 5 5 0 Info not provided
CCB will install a nuisance odor monitoring system: Score 10 10 0 Info not provided
3.3 Sub-Total:40 6
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 6 Needs more detail
Nuisance odor control plan describes specific odor control measures/techniques: Score 10 10 8 6 6 Needs more detail
Odor control measures are identified for different nuisance odor sources: Score 10 10 0 Info not provided
3.5 Sub-Total:30 12
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 0 Info not provided
3.6 Sub-Total:20 10
CCB has identified the sources of waste generated by the business operation: Score
10 10 10
Criteria Narrative:
3.7 Describe the waste management plan. (50 points possible)
Criteria Narrative:
Criteria Narrative:
3.3 Describe odor mitigation practices.(40 points possible)
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:
CCB has prepared a source-separation plan to segregate different sources of waste generated by
business operations: Score 10 10 0 Info not provided
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 0 Info not provided
The source-separation plan describes specific measures to control the collection and disposal cannabis
waste: Score 10 10 0 Info not provided
The name of licensed cannabis disposal company provided: Score 10 10 10
3.7 Sub-Total:50 20
Section 3 Total:300 80
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 0 not mentioned
Safety Plan Prepared for CCB Address (specific proposed location): Score 10 10 0 no specifics
Safety Plan includes Site Plan of Premise: Score 10 10 0 none
Safety Plan includes Building Layout Plan: Score 10 10 0 none
4.1 Sub-Total:50 10
Written Accident/Incident Procedure Provided: Score 20 20 15 10 0 none given
Procedures Address Multiple Accident/Incident Scenarios: Score 10 10 8 6 0
Total Number of Scenarios Described: Score
Active Shooter Incident Described: Score 10 10 0
Robbery Incident Described: Score 10 10 0
4.2 Sub-Total:50 0
Evacuation Plan Provided: Score 20 20 15 10 0 no plan
Adequate Number of Evacuation Routes Identified: Score 20 20 15 10 0 none
Evacuation Route Distance to Public Right of Way: Score 10 10 8 6 0 none
4.3 Sub-Total:50 0
Location of Fire Suppression System Elements Identified: Score 10 10 0 none identified
Type of Fire Suppression System Elements Identified: Score 20 20 15 10 0 none
Location of Fire Extinguishers Identified: Score 10 10 8 in section 5
Adequate Number of Fire Extinguisher Locations Identified: Score 10 10 8 6 5 unk no dimensions given for floor plan in sect 5
4.3 Describe evacuation routes. (50 points possible)
4.2 Describe accident and incident reporting procedures. (50 points possible)
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:
Criteria Narrative:
4.4 Location of fire extinguishers and other fire suppression equipment. (50 points possible)
Criteria Narrative:
Criteria Narrative:
Data-write response in Evaluation Notes Column
4.4 Sub-Total:50 13
Written Procedure for Fire Emergencies Provided: Score 20 20 15 10 0 no written proceedures
Written Procedure for Medical Emergencies Provided: Score 20 20 15 10 0 none given
Cardiac Arrest Medical Emergency Described: Score 20 20 15 10 0
Gunshot Wound Medical Emergency Described: Score 20 20 15 10 0
Other Medical Emergency Conditions Described: Score 20 20 15 10 0
4.5 Sub-Total:100 0
Section 4 Total:300 23
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
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
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.
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)
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)
5.3 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:
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:
Criteria Narrative:
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 0
5.3 Sub-Total:50 40
Written Cash-Handling Procedure Provided: Score 30 30 20 15 15 Missing various parts of 5.4
Dual-Custody is Practiced for all cash handling: Score 10 10 0 No mention
Video Surveillance Used to Monitor All Cash Handling: Score 20 20 0 No mention
Armored Car Service Used for Bank Deposits: Score 10 10 0 No mention of armored car
All Cash Deposited weekly with Bank: Score 10 10 10
Onsite Vault Provided to Secure Cash Prior to Bank Deposit: Score 20 20 10
5.4 Sub-Total:100 35
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:300 215
Section 1: Business Plan Total Points:300 181
Section 2: Social Policy & Local Enterprise Total Points:400 132
Section 3: Neighborhood Compatibility Total Points:300 80
Section 4: Safety Plan Total Points:300 23
Section 5: Security Plan Total Points:300 215
Total Points Achieved:1600 631
39.44%
TOTAL SCORE
5.4 Briefly describe cash handling procedures which covers day to day transactions with customers, vendors armor carrier vehicles and transporting it to the bank.(100 points possible)
5.5 Discuss whether the CCB will utilize the services of on-site security guards. Include in the discussion: (50 points possible)
5.5.1 Number of guards.
5.5.2 Hours guards will be on-site.
Criteria Narrative:
Criteria Narrative:
Criteria Narrative:
5.5.3 Locations at which they will be positioned.
5.5.4 Guards' roles and responsibilities.
INTRODUCTION - THE PREMIER GROUP
Thank you for your consideration. I am Devin Stetler, the owner of the proposed Phenos of Fresno,
part of The Premier Group comprising 16 state and local licenses and six dispensaries in Modesto,
Ceres, Riverbank, Stockton, Merced, and Turlock. These stores serve the Central Valley’s largest
market share of cannabis patients and lead in employment, education, security, gross sales, city
payments (evidence provided), and charitable contributions.
This application was created in-house in our licensing office by Devin Stetler and his staff. Our goal is
to give an authentic representation of who we are and provide actual evidence of our
accomplishments.
This application is for a retail cannabis dispensary named “Phenos” in the City of Fresno.
We are thankful for our existing city partnerships and look forward to establishing and fostering more
as we expand. We understand the need to protect the city’s interests and have done so in all areas
where we operate. Our model is based on the belief that obtaining a license is a privilege rather than
a right and just the beginning of healthy relationships between business, the city, and the community
where we will work together to meet the city’s strategic goals. Our goal is larger than obtaining a
license in the City of Fresno, we go further so that city leaders can rely on us to raise the bar.
We have been working on the possibility of a Fresno license for over a year. We take a tremendous
amount of pride in placing first in every city we have applied. We have competed against multiple
national companies that have raised over $700M in public funding. Often times we feel we are the
local hometown underdogs competing against these publicly funded companies yet still somehow
prevail and take first place. Additionally, we are committed to identifying commercial properties,
renovating them, and opening them to the public as we have done in each and every city we operate.
Our group is typically ready to open within 90 days of city approval and hope to accomplish the same
in the City of Fresno.
Fresno Retail Cannabis Dispensary | Introduction
The Premier Group
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Phenos of Fresno
Table of Contents
Introduction
Cover Letter
Section 1 : Business Plan 1
1.1 Owner Qualifications 2
Attachment : Resume + Credit Score of Devin Stetler, Owner
1.2 Budget 4
Attachment : Detailed Budget, Start-up Expenses, and personnel
1.3 Proof of Capitalization 5
Attachment : Jamke Loan Letter and Proof of Funds
Attachment : RT Financial Loan Letter and Proof of Funds
Attachment : Modesto City Tax Monthly Payment Receipt
for $
Attachment : CDTFA Sales Tax Monthly Payment of $
1.4 Pro Forma 5
Attachment : 3 year pro forma, Sales Forecast, Profit & loss
1.5 Hours of Operation 6
1.6 Daily Operations 6
Attachment: Covid-19 Protocols
Attachment : The Premier Group Brands & Exclusives
INTRODUCTION
COVER LETTER
SECTION I : BUSINESS PIAN
I.I
1.2
1.3
1.4
1.5
1.6
PHENOS OF FRESNO
TABLE OF CONTENTS
Section 2 : Social Policy and Local Enterprise Plan 13
2.1 Living Wages 14
2.2 Benefits 14
2.3 Continuing Education and Employee Training 14
2.4 Local Employees 15
2.5 Local Enterprise 16
2.6 Employee Responsibilities 16
Attachment: Team Responsibilities Organizational Chart
2.7 Labor Peace Agreement 16
2.8 Workforce Plan 17
2.9 Social Equity Business Incubator 17
Section 3 : Neighborhood Compatibility Plan 19
3.1 Responding to Complaints 20
3.2 Nuisance Mitigation 21
3.3 Odor Mitigation 23
3.4 Sources of Odor 23
3.5 Odor Control Devices 23
3.6 Odor Training and System Maintenance 23
3.7 Waste Management Plan 24
SECTION 2 : SOCIAL POLICY AND LOCAL ENTERPRISE PIAN
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
29
SECTION 3 : NEIGHBORHOOD COMPATIBILllY PIAN
3.1
3.2
3.3
3.4
3.5
3.6
3.7
13
19
Section 4 : Safety Plan 25
4.1 Fire Prevention and Suppression Consultant 26
4.2 Accident and Incident Reporting Procedures 26
4.3 Evacuation Routes 27
4.4 Fire Suppression Equipment 27
4.5 Fire and Medical Emergency Training 27
Section 5 : Security Plan 30
5.1 Professional Security Consultant 31
Attachment : Knight Protection Security Plan
Attachment : Solid Protection Security Plan
5.2 Premises Security Diagram 31
Attachment: Phenos of Fresno Premises & Security Diagram
5.3 Alarm and Monitoring System 32
5.4 Cash Handling Procedures 33
5.5 Security Guards 34
SECTION 4 : SAFElY PIAN
4.1
4.2
4.3
4.4
4.5
SECTION 5 : SECURllY PIAN
5.1
5.2
5.3
5.4
5.5
25
30
Section 6 : Location 35
6.1 Location Description 36
6.2 Location Photos 37
6.3 Premises Site Diagram 38
Section 7 : Community Benefits and Investments Plan 40
7.1 Social Responsibility Plan 41
Attachment : Sept & Oct, 2020 Community Benefit Payment
Receipts to the City of Modesto
7.1.1 Outreach Services 46
7.1.2 Environmental Responsibility 47
7.1.3 Vacant Building 48
7.2 Youth Prevention and Outreach 48
7.3 Fresno Community Reinvestment Fund 48
SECTION 6 : LOCATION
6.1
6.2
6.J
SECTION 7 : COMMUNllY BENEFITS AND INVESTMENTS PLAN
7.1
7.2
7.J
7.1.1
7.1 .2
7.1 .J
35
40
SECTION 1
Business
Plan
City of Fresno | Retail Cannabis Dispensary
The Premier Group : The largest tax contributor in every city we operate.
1
THE PREMIER CROUP
1.1 OWNER QUALIFICATIONS
Phenos of Fresno is locally owned and operated by :
The applicant for Phenos of Fresno is Devin Stetler, holding 16 approved state and local
licenses, six dispensaries, and a distribution hub setting the industry example in every category
since legalization in 2017. The owner has demonstrated his knowledge and expertise in the
industry since December 2016 under Proposition 215 by creating and operating the largest
tax-contributing dispensaries in Northern California, serving over 180,000 patients and
customers as of August, 2020. These facts are evidenced by our sales tax receipts. Gross sales
determine city revenue and the best evidence of gross sales is sales tax receipts.
Devin Stetler
Born in Modesto, CA 1981 and raised in Modesto. Current resident of Modesto.
Qualifications:
Engineering Degree from Cal Poly 2004 and sixteen (16) years of experience in hardware and
software technology across multiple industries. Devin is now bringing innovative and essential
software to the cannabis industry to improve compliance, safety, and efficiency.
Role:
Devin has created software for the cannabis industry in the following categories:
🗹 Security : Provides verification of cannabis transit personnel to local police.
🗹 Distribution : A distribution marketplace to connect licensed distributors to retail
dispensaries.
Section 1: Business Plan
The Premier Group : The largest tax contributor in every city we operate.
2
Devin Stetler
devin@thepremier.group
2213 Patterson Rd.
Riverbank, CA 95367
THE PREMIER CROUP
🗹 Analytics : Forecasts product buying trends in the cannabis market.
🗹 Communications : Tools to stay in touch with our organization’s customer base.
🗹 Registration : Paperless and efficient sign-up and sign-in process for all customers.
🗹 E-Commerce : Online ordering & in-store pick-up.
A Credit score of the owner is included here to demonstrate a history of professional and financial
integrity.
🗹 Attachment: Resume of Devin Stetler, Owner
🗹 Attachment: Credit Score of Devin Stetler, Owner
Section 1: Business Plan
The Premier Group : The largest tax contributor in every city we operate.
3
THE PREMIER CROUP
The following affiliates are operated by Devin Stetler and his partners and together make up
The Premier Group:
🗹 Attachment: State Licenses Held by The Premier Group
1.2 BUDGET
The attached budget is based on our current performance at our Phenos of Modesto affiliate, 1
of 10 operating dispensaries in Modesto, CA with a population size of 220,000. We have
sufficient data and analytics to accurately predict operating costs for our developing locations
based on our experience of opening and operating 6 retail locations in 6 unique jurisdictions.
🗹 Attachment: Detailed Budget: Start-up and Personnel
Section 1: Business Plan
The Premier Group : The largest tax contributor in every city we operate.
4
THE PREMIER CROUP
1.3 PROOF OF CAPITALIZATION
Source of Funds [CONFIDENTIAL]
Our organization currently owns 6 dispensaries and 1 distribution hub all operating under zero
debt . We have paid for all tenant improvements to the buildings as well as computers,
registers, display counters, office chairs, and all other resources required to run our retail
operations. In addition, we currently have over $ of product inventory on our store shelves.
Although we have obtained two credit lines, our goal is to avoid using either one. These credit
lines were obtained primarily to provide proof of capitalization and a backup funding source.
1. The Premier Group has secured a first line of credit from Jamke for .
2. The Premier Group has secured a second line of credit from RT Financial for an
additional $
🗹 Attachment: Jamke Loan Letter and Proof of Funds
🗹 Attachment: RT Financial Loan Letter and Proof of Funds
🗹 Attachment: October 2020 Modesto City Tax Payment Receipt for $230,069.00
🗹 Attachment: CDTFA Sales Tax Payment of $
1.4 3-YEAR PRO FORMA
[CONFIDENTIAL]
The attached pro forma is based on our actual expenses and revenue at our Phenos of Modesto
affiliate over the past 12 months.
🗹 Attachment: 3-YR Pro Forma: Sales Forecast, Profit & Loss
Our organization has shown the ability to produce 4-10 times as much tax revenue as the
average dispensary.
Our Oct, 2020 City of Modesto city tax payment was $ , representing
of annual revenue to the city as a community benefit fee.
Section 1: Business Plan
The Premier Group : The largest tax contributor in every city we operate.
5
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THE PREMIER CROUP
1.5 HOURS OF OPERATIONS
Dispensary Daily Operating Schedule
Phenos of Fresno shall operate the dispensary pursuant to the following daily schedule, or as
permitted by any changes in the State or local cannabis ordinances:
1. Morning-shift personnel open the dispensary for non-public operations at 8:00 a.m.
2. From 8:00 a.m. to 9:00 a.m., morning-shift personnel stage cannabis and cannabis
products for display and ultimate retail sale to customers.
3. Morning-shift personnel open the dispensary for public operations at 9:00 a.m.
4. From 9:00 a.m. to 9:00 p.m., the dispensary is open to the public and customers may
engage in the retail purchase of cannabis and cannabis products.
5. Evening-shift personnel close the dispensary for public operations at 9:00 p.m.
6. From 9:00 p.m. to 10:00 p.m., evening-shift personnel return unsold cannabis and
cannabis products back to safes for overnight storage.
1.6 DAILY OPERATIONS
Day-to-Day Operations Plan
Services Offered
The licensee will offer retail cannabis products from a brick-and-mortar store. These products
include an extensive line of CBD-only products (medicinal purposes), brand-name and “exotic”
cannabis flower such as Biscotti , Smarties , Gelato41 , and Gushers and over 1000 additional
SKUs. Manufactured products include smokable concentrates, topicals such as skin creams,
edibles such as chocolate bars, drinks, and medicinal products for pets. Like our currently
operating stores, the licensee intends to carry an unparalleled variety of cannabis products to
provide our customers with the ultimate in selection.
Customer Check-In and Validation
The licensee shall only allow individuals access to the dispensary’s sales floor for the purpose of
purchasing cannabis and cannabis products to verified persons. The licensee must first identify
Section 1: Business Plan
The Premier Group : The largest tax contributor in every city we operate.
6
THE PREMIER CROUP
that the individual is over the age of twenty-one (21) for Adult Use purchases, over the age of
eighteen (18) for Medical use, or a qualified primary caregiver by verifying that the individual
has the following:
A. A valid (i) physician recommendation to use cannabis or cannabis products for
medicinal purposes pursuant to the State Cannabis Law and/ or (ii) a Medicinal
Marijuana Identification Card (MMIC).
B. A valid proof of identification; acceptable forms of identification include the following:
a. A document issued by a federal or state agency, including, but not limited to, a
valid driver’s license or identification card, that contains the name, date of birth,
physical description, and picture of the person.
b. A valid identification card issued to a member of the Armed Forces that includes
a date of birth and a picture of the person.
c. A valid passport issued by the United States or by a foreign government.
C. In the case of a primary caregiver, valid written documentation containing the signature
and the printed name of the qualified patient designating the individual as a primary
caregiver for the particular qualified patient.
Customer Check-In and Verification Area
All patients and customers shall be granted access individually to ensure limited and controlled
access from the lobby area to the retail sales floor and education resource center. Additional
details can be found in the licensees’ Safety and Security Plan.
Due to Covid-19, our group has taken extra steps to protect the health of our staff and every
person entering our establishments.
1. Each patient is provided a mask (if they do not already have one) and hand sanitizer.
2. Minimal contact between staff and patrons using a handheld scanner to read
identification cards from a distance.
3. Implementing a 6ft social distance rule, as well as allowing a limited number of people
in the facility at one time.
For a comprehensive list of actions related to the pandemic, please refer to the Covid-19
supplement.
🗹 Attachment: Covid-19 Protocols
Section 1: Business Plan
The Premier Group : The largest tax contributor in every city we operate.
7
THE PREMIER CROUP
Retail Staging and Display
A. At the onset of any particular business day, The licensee shall only remove from
storage and stage for retail sale an amount of cannabis and cannabis products that
Phenos of Fresno reasonably expects to sell during that particular business day. In the
event that we initially underestimated the amount of cannabis and cannabis products
that we expected to sell during a particular business day, we may remove from storage
and stage for retail sale an amount of cannabis and cannabis products that we expect to
sell during the remainder of the particular business day.
B. During retail staging and prior to display for ultimate retail sale, the licensee shall verify
that cannabis and cannabis products have not exceeded their expiration or sell-by date
if one is provided.
C. Display and retail sale of cannabis and cannabis products shall only occur on the sales
floor during the operating hours of the Facility.
D. An employee of Phenos of Fresno authorized to handle cannabis and cannabis products
shall be physically present on the sales floor at any time there are individuals who are
not authorized by the licensee to handle cannabis and cannabis products on the sales
floor.
E. As further defined in the Security Plan, uniformed security will monitor the facility to
prevent loitering and prevent use of cannabis or cannabis products in the facility
parking areas.
F. The licensee shall ensure that all restrooms remain locked and under control of
management at all times.
Daily Sales Limits
A. For each Recreational Customer, the licensee shall not sell more than (i) 28.5 grams of
cannabis flower; (ii) 8 grams of cannabis concentrate.
B. For Medical Patients, the licensee shall not provide more than 8 ounces of medicinal
cannabis per day, per patient.
C. The licensee shall not provide free samples of cannabis goods in accordance with state
regulation.
D. If the licensee provides any discount to cannabis or cannabis products, that discount
shall not be for less than the cost thereof to such a vendor or for the purpose of injuring
or destroying competition in accordance with Business and Professions Code Section
26052(6).
Section 1: Business Plan
The Premier Group : The largest tax contributor in every city we operate.
8
THE PREMIER CROUP
First-Year Start-up Activities
Prior to each store opening, The Premier Group over-staffs in preparation to roll out a new
dispensary. Similarly, we have acquired and prepared computers, POS registers, FireKing safes,
display counters, camera surveillance systems, and other hardware necessary to begin
operating our next store. As such, we are prepared to roll out a dispensary within weeks of
local approval.
Hiring and Employment Practices
Our company hiring practice is to offer employment opportunities giving priority to local
residents using our 80/20 rule. Eighty percent (80%) of our staff are to be local city residents.
We use a variety of local outreach services to attract quality local employees. Local residents
are also given priority to any contract-based needs our business may have on an on-going,
as-needed basis such as printing & signage, security guards, gardeners and property
maintenance, plumbing, pest control, etc.
Management
Our management structure is visually outlined in the following attachments. Each retail
location is operated by a Store Manager, Retail Floor Manager, Assistant Manager, and an
Inventory Manager. Eight (8) budtenders and two (2) receptionists are on site during business
hours. Security personnel are on site 24 hours a day/ 7 days a week and are provided by Solid
Protection.
Patient/ Customer Verification
When a guest (over-21 adult or over-18 medical cardholder) first enters the facility, they are
asked to provide a valid form of identification. One of our employees then searches our system
for an existing record of the guest. If no record is found, this indicates they are a “New Patient”
and are required to provide additional information to be validated. This information is
collected via our intake form which the patient is required to complete and sign in the lobby. If
they are a medical patient, they are also required to provide valid medical documentation, as
outlined below. Their identification card(s) and any other relevant documentation is then
scanned and stored in Indica Online.
Section 1: Business Plan
The Premier Group : The largest tax contributor in every city we operate.
9
THE PREMIER CROUP
Acceptable documentation:
1) A valid proof of identification; acceptable forms of identification include the following:
a) A document issued by a federal or state agency, including, but not limited to, a valid
motor vehicle operator’s license, that contains the name, date of birth, physical
description, and picture of the person.
b) A valid identification card issued to a member of the Armed Forces that includes a
date of birth and a picture of the person.
c) A valid passport issued by the United States or by a foreign government.
2) A valid (i) physician recommendation to use cannabis or cannabis products for
medicinal purposes pursuant to the State Cannabis Law and/ or (ii) a CA State-provided
Medical Marijuana Identification Card (MMIC).
3) In the case of a primary caregiver, valid written documentation containing the signature
and the printed name of the qualified patient designating the individual as a primary
caregiver for the particular qualified patient.
Vendor and Purchase Tracking
We use Indica Online, an industry-leading, cloud-based software solution for all aspects of the
retail cannabis industry. The Inventory Management portion of the software provides
comprehensive record-keeping, SKUs and batch, pricing and tax, shelf-location, distributor
information and licenses, detailed reports, and more. We have been using this software at our
existing facilities since February 2017 and feel confident in our choice of this platform to track
and manage product from the moment it arrives at the facility to the time it leaves in a retail
bag. Beyond the time of sale, if a package were to ever come into question after leaving our
facility, we have the ability to track it using its unique ID provided by the software. All patient
and transaction records shall be stored electronically for seven (7) years and made available to
relevant authorities upon request.
Transaction Records
To facilitate the transaction, the Point of Sale (POS) portion of the Indica Online software is
used on one of fifteen (15) registers powered by iPads. The products are barcode-scanned at
this terminal in order to track the purchaser, mark them as “sold”, remove them from
inventory, and produce a printed receipt of the products purchased showing all taxes and the
total purchase amount. The transaction details and receipt are automatically logged and
Section 1: Business Plan
The Premier Group : The largest tax contributor in every city we operate.
10
THE PREMIER CROUP
timestamped in the system in order to later perform detailed inventory, patient, and
transaction reports.
Confidentiality
We respect and take patient privacy very seriously. All customer/patient documentation and
transaction histories are password protected and stored digitally. No patient data is ever
shared with anyone nor accessed by anyone outside of authorized staff within our
organization.
Denials of Sale
If for any reason a customer or patient is denied entry to our facilities or denied a sale, the
incident is logged into the patient database with specifics regarding the reason why. We use a
“blacklist” feature in our software if someone’s behavior has provided a reason not to welcome
them back to our facility in the future. Indica Online notifies the patient-intake personnel of
the blacklisted individual and the specific reason for the blacklist and they are subsequently
disallowed access to the retail floor and asked to depart the premises.
Receiving Deliveries
One of our major advantages is that we employ our own distribution center for all of our retail
outlets. This means instead of dozens of different distributors delivering products to each
location, we make single deliveries from our own trusted network. This has reduced deliveries
from approximately 40 per week per store down to 3-5 per week per store. As you can imagine
this is a dramatic reduction in risk during product transport and loading/unloading at the
facility.
Customer Volume
Our stores generate on average 1500 visits per day, or about 100 - 150 customers per hour. We
handle this volume with ease based on our business and security models. A key element to
handling this volume successfully is ample parking. The properties we choose all have an
extensive amount of parking and ease of street access. The average time-in-store is around 5-7
minutes per customer.
Section 1: Business Plan
The Premier Group : The largest tax contributor in every city we operate.
11
THE PREMIER CROUP
Product Lines
The chart shows a percentage of sales by category. The attachment shows all brands we carry
including over a dozen brands with whom we have exclusive partnerships. The exclusive brands
have industry clout and consumer demand, like Nike or Adidas brand shoes, which is a major
factor that makes our stores the premier choice by the cannabis consumer.
Chart based on $15M worth of sales from January, 2020 thru June 2020
🗹 Attachment: The Premier Group Brands and Exclusives
Section 1: Business Plan
The Premier Group : The largest tax contributor in every city we operate.
12
Sales by Product Type
VAPES
20.4%
EDIBLES
3.1%
CONCENTRATES
13.3%
THE PREMIER CROUP
FLOWER
63.3%
Attachment: Devin Credit Score
Section 1: Business and Operations Plan
Attachment: START-UP EXPENSES
Section 1: Business and Operations Plan
Attachment: PERSONNEL + WAGES
Section 1: Business and Operations Plan
Attachment: SALES FORECAST, PROFIT & LOSS STATEMENT
The Premier Group
Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL
Coronavirus Precautions and Procedures for The Premier Group’s cannabis stores:
●Patient Care First of Ceres
●Flavors of Riverbank
●Phenos of Modesto
●BlueFire of Merced
●Strains of Stockton
●Firehouse of Turlock
Our group has implemented a number of measures to prevent the spread of coronavirus. We
are dedicated to continue to provide essential service to our customers and patients while
protecting them and our staff during this trying time.
Beginning Monday, Mar 16, each store implemented the following practices and procedures and
are improving and expanding these practices as more information regarding social protections is
made available. We are dedicated to controlling the flow of customers and patients to uphold
social distancing orders.
1.Social distancing in entry line outside, lobby area, and retail area
2.Floor markers to keep patients/ customers spaced 6ft apart
3.Limited the number of people allowed in the stores (necessitating the line outside
the building)
4.Security guard controlling flow and distancing of persons waiting outside
5.No patients are permitted to touch any products
6.All staff wear masks, gloves and use hand sanitizer before every transaction
7.Hand sanitizer at all registers
8.Daily wellness and body temperature monitoring of all staff
9.If any staff feel any signs of illness, they are immediately required to go and stay
home
10.Continuously disinfecting all high-contact surfaces and paths of customer travel
11.Keep transaction times to minimum (average between 1 and 5 minutes)
12.“Social Distance flyers” provided by Stanislaus County Health Services Agency
posted in all stores
13.If a person entering the building doesn’t have a mask, one is provided to them
free of charge
Please refer to the following images showing implementation of the above precautions.
1. Social distancing in entry line outside, lobby area, and retail area
Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL
The Premier Group
Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL
The Premier Group
Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL
The Premier Group
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4. Security controlling flow and distancing of persons waiting outside
Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL
The Premier Group
5. No patients are permitted to touch any products
6. All staff wearing gloves & using sanitizer before each transaction
Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL
The Premier Group
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7. Hand sanitizer at all registers
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8. Monitoring body temperature of all staff using infrared thermometers
9. If any staff feel any signs of illness, they are immediately required to go and stay home
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The Premier Group
10. Continuously disinfecting all high-contact surfaces and paths of customer travel
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The Premier Group
10. Keep transaction times to minimum (average between 1 and 5 minutes)
11. “Social Distance flyers” provided by Stanislaus County Health Services Agency
posted in all stores
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The Premier Group
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SECTION 2
Social Policy
and
Local Enterprise Plan
City of Fresno | Retail Cannabis Dispensary
The Premier Group : The largest tax contributor in every city we operate.
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2.1 LIVING WAGE
In each and every city where we operate, all entry-level employees begin earning a $ /hour
wage (plus in daily tips) with the potential to earn a six-figure annual income.
Thirty-nine (39) of our 42 management-level positions actually began at $ /hour entry-level
positions. These employees, 70% of which are female, are earning between and
annual salaries.
Even more important than the compensation is the educational process that teaches
employees in-demand skills like management, inventory control, and customer service in a
high-volume arena.
* For specific compensation details of our employees, please refer to the personnel
attachment in section 1.2.
2.2 BENEFITS
The Premier Group has a vested interest in social equity, specifically in fostering just and fair
social policy and in providing opportunities to the disenfranchised individuals in our
communities.
We have developed a format that educates the community and cultivates the talents and skills
necessary while providing career-grade salaries.
Although health benefits are not directly provided by us as an employer, we factor in the cost
of personal health care in the wages of our employees and encourage and educate them to
obtain health care on their own.
2.3 CONTINUING EDUCATION AND EMPLOYEE TRAINING
We know the employees of Phenos of Fresno are one of our most valuable resources and thus
offer employee training and continuing education to ensure our staff is knowledgeable in
customer service as well as trends and information on the products we carry. It is our intention
to have a local, diverse, well-educated, and self-motivated staff that stays current with the
industry.
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The Premier Group’s training programs are designed to elevate and cross-train our employees.
This allows employees to understand all aspects of the business and to naturally gravitate
towards their area of talent or interest where they can excel. Salary increases with each area of
competence achieved. By learning skills in several departments, employees become
“triple-threats” proficient in multiple areas of the business and are compensated accordingly.
Our budtenders are also provided with quarterly education courses/demos that focus on new
products. These classes are provided with the intent to educate our staff, who in return will
educate our customer base during their transactions.
2.4 LOCAL EMPLOYEES AND SOCIAL OPPORTUNITIES
Since our beginning in 2017, The Premier Group has created opportunities for the
disenfranchised and unemployed: we currently have more than 430 employees in our group,
over 95% of whom were unemployed or coming from minimum wage jobs seeking to improve
their quality of life.
Our employment base consists largely of low income and minority community members.
Managing high-volume retail stores and a distribution center requires extensive background in
cannabis so we also recruit, hire, and train individuals who participated in distribution and
cultivation operations prior to regulation. These individuals now make a legitimate living and
can provide proof of income to advance their livelihood, to become homeowners, and to thrive
as proud contributors to our communities.
Women play a prominent role across all businesses in our group. Seventy percent (70%) of our
overall workforce are women and 30 of our 42 higher-level positions are held by women.
Recruiting eligible individuals is where we have a major advantage. We are constantly receiving
job inquiries, resumes, and applications from our customer base of loyal and enthusiastic fans
of the cannabis industry and our stores. Many of these applicants qualify under at least 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
Section 2: Social Policy and Local Enterprise Plan
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(v) Former foster home youth who was in foster care as a minor
(vi) Unemployed
(vii) Receiving public assistance
2.5 LOCAL ENTERPRISE
Phenos of Fresno shall commence operations with all of its principals living in Stanislaus
County currently operating businesses in 6 cities in the Central Valley of CA: Ceres, Riverbank,
Modesto, Merced, Stockton, and Turlock.
Mr. Devin Stetler Bio
Mr. Stetler was born and raised in Modesto and graduated from Johansen High School with
honors. He was a member of the school band, Future Business Leaders of America, and built
and managed the school’s website. He left home to earn an Electrical Engineering degree from
Cal Poly and returned to Modesto in 2004 to begin his career in technology and gain 16 years of
experience in software development across multiple industries. His contributions to our
original store evolved into a partnership with Bert Sarkis after 15 years of working together.
Devin is now back in his home town to build businesses that will help the community by
creating new jobs, increasing tax revenue, and reducing the black market. Devin is a pure
problem solver with the skills and experience to create solutions using hardware and software
technology for the cannabis industry.
2.6 EMPLOYEE RESPONSIBILITIES
For an overview of team member responsibilities, please refer to the following attachment.
🗹 Attachment: Team Responsibilities Organizational Chart
2.7 LABOR PEACE AGREEMENT
In order to abide by the Fresno Municipal Code, Phenos of Fresno shall sign a labor peace
agreement allowing employees to join or form a union without interference at the time of
application filing, or within thirty (30) days of its fifth (5th) hire. The commercial cannabis
Section 2: Social Policy and Local Enterprise Plan
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THE PREMIER CROUP
business or cannabis retail business shall sign such labor peace agreement and provide a copy
of the executed agreement to the City Manager or designee(s).
2.8 WORKFORCE PLAN
We will follow our 80/20 rule of hiring in the City of Fresno. When the store first opens, we
utilize our trained staff to ensure a successful opening. Once the store is running smoothly, we
transition to our 80/20 rule where at minimum 80% of the employees are local residents, far
surpassing the 30% requirement.
Support Vocational Training
Since no widely-accepted vocational training programs yet exist in the cannabis industry, The
Premier Group has developed our own training programs for those new to the regulated
industry. Our unique training programs are offered to all staff. This is mutually beneficial for the
company and staff to have people that are well-versed in multiple areas. This cross-training
offers a layer of protection for The Premier Group and staffing redundancy.
Our training programs are designed to elevate and cross-train our employees. This allows
employees to understand all aspects of the business and to naturally gravitate towards their
area of talent or interest where they can excel while simultaneously increasing their earning
potential.
Phenos of Fresno commits to paying our employees living wages as outlined in section 2.1.
2.9 SOCIAL EQUITY BUSINESS INCUBATOR
Phenos of Fresno commits to serving as a Social Equity Business Incubator by offering
mentorship, training, financial education, and industry education.
The Premier Group’s framework of professional development has allowed the creation of a
sustainable and loyal workforce, improving the lives of each of our employees and enabling
them to give back to their communities.
Attract, motivate, develop, and retain a high quality, engaged, informed, and
high-performing workforce.
Each store we open creates 20-40 new local job opportunities to learn and grow in a new and
booming industry. Our business model is arguably one of the most demanding and rewarding
Section 2: Social Policy and Local Enterprise Plan
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in the industry which contributes to the skills, education, and earning power of our staff and
encourages and rewards high quality and high performance from our entire range of
employees.
Improve the use of technology
Employees are trained in the software that has become ubiquitous in business. We subscribe to
a variety of software tools that are used in all aspects of daily operations. These include
products from Salesforce, Google, Microsoft, Intuit, IndicaOnline, GrowFlow, Asana,
FreshDesk, and more. Our employees become proficient in technology platforms as they grow
within the company and along their career path.
Overall, the presence of The Premier Group in any city creates new jobs, builds the social and
professional capital of all those who work for our group, and contributes back to those
communities in the form of significant tax dollars generated for the city and charitable
contributions made to local organizations. We would love to be a valued addition to the Fresno
community and begin a long-term partnership capable of elevating the overall industry
benefiting the city and its residents.
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Section 2: Social Policy and Local Enterprise Plan
ATTACHMENT: TEAM MEMBER RESPONSIBILITIES ORGANIZATIONAL CHART
Store Manager (1)
• Security Operations
• Staffing
• Oversee Inventory Manager
• Banking/ money management
Assistant Manager (2)
• Floor Manager training & development
• Oversee front office procedures
• New hire recruiting
• Sales training
• Manage employee scheduling
Floor Manager (2)
• Budtender training & development
• Customer relations
• Daily floor duties
• Restocking
• Coordinate with Inventory Manager
Inventory Manager (1)
• Product ordering
• Restocking
• Distributor relations
• Coordinate deliveries
• Training staff on new products
• Product returns
• Analysis of inventory cycles
• Perpetual vs Physical Inventory Audits
(every 14 days)
Store
Manager
Assistant
Manager Receptionists
Inventory
Manager
Floor
Manager Budtenders
Security
Guards
Section 2: Social Policy and Local Enterprise Plan
Security Guards (4)
• Exterior Armed Guard
• Screening prior to building entry
• Enforce strict no loitering policy
• Interior Security Guard
• Control & manage flow of the lobby/ retail floor
• Monitor limited access areas
Budtenders (8)
• Customer service
• Ongoing training & education
• Cash handling
• Seek new products
• Restocking
Receptionists (4)
• Greet customers & patients
• Validate ID and other required documents
• Manage patient files
• Answer phones
• Customer Service
• Cross-trained as Budtenders
SECTION 3
Neighborhood
Compatibility
Plan
City of Fresno | Retail Cannabis Dispensary
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3.1 RESPONDING TO COMPLAINTS
A Good Place in the Community
While public options for healthy social interaction are fewer than ever since Covid-19, we are
proud to be an essential service providing a safe, clean, fun, and educational place for the
cannabis community. Our stores maintain a welcoming, enjoyable environment for people to
come and have a friendly interaction with others in their community, including our experts.
Phenos Dispensary of Modesto, Lobby and Reception
Community Relations Liaison
Our Community Relations Liaison shall educate, actively engage with the community, and be
the original point of contact for any concerns that may arise. The Liaison’s contact information
shall be made readily available at the premises, the website and on file with the City’s officials
and law enforcement. The Community Liaison will be responsible for the day-to-day
management of ongoing community benefits and community activities. In addition, our group
has a dedicated full-time staff member actively seeking community-involvement
opportunities.
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In an effort to ensure a pleasant, safe, and supportive community environment we will provide
cultural and educational opportunities that will result in overall safe and affordable access to
those customers we serve and the larger community. Through these programs we will create
an environment that facilitates community empowerment and public safety with strong
community participation.
Customer Education
All of our locations host weekly demos for our customers. During these demos our customers
are given the opportunity to meet with a brand educator who will speak one on one with them
about their assigned product.
Our stores also host monthly events varying in theme that revolve around educating our
customers. These events differ from our weekly demos because they provide a more
personalized class setting where the brand ambassadors are able to educate about the
effectiveness of THC/CBD for specific products and uses. These events are intended for the
general public, however we encourage our customers who are new to cannabis to attend
because these classes are much more in depth on product knowledge than our demos.
3.2 NUISANCE MITIGATION
We have built 6 different dispensaries, effectively improving aesthetics of the buildings, the
security of the neighborhoods, and improving energy efficiency at every site.
But far more importantly, our community has been battling illegal cultivation and retail sales
for decades. The unwinnable war has affected our homes, our communities, and our children.
Section 3: Neighborhood Compatibility Plan
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COMMUN IITY RELATIONS LIAISON IS
THE PREMIER CROUP
DEVIN STETLER
COMMUNITY@THEPREMIER.GROUP
It’s critical that every community has at least one low-cost provider to drastically reduce
black market activity. This helps local law enforcement and provides an additional layer of
protection for the children of our communities.
Currently we are the only low-cost provider in the county.
Positive Impacts in Ceres
Prior to opening our Patient Care First affiliate at 1442 Angie Avenue in Ceres, the surrounding
area was riddled with garbage, homelessness, theft, and vandalism. Since being granted our
city permit, we have painted the building, improved landscaping, added cement walkways,
added a built-in gated refuse area, slurry-sealed the parking lot with plans to repave using
cement instead of blacktop, enhanced building energy-efficiency, increased video surveillance
and added live security 24 hours a day/7 days a week. There was an immediate and sustainable
improvement to the area. Crime, loitering, littering, and vandalism has virtually disappeared
along the entire commercial block. We are very proud to receive letters of recommendation
from both the Mayor and the City Manager. We believe this speaks volumes about how we
have been an asset to the city and community.
Adversaries Becoming Allies
Our Flavors affiliate in Riverbank at 2213 Patterson Road faced substantial adversity prior to
opening. Members of the community spearheaded a plan to keep dispensaries out of town by
collecting over 1000 signatures based on the accusation that we were going to create traffic
problems, unsightly litter and odor, and people loitering in the grass. After four months of
operation without incident, we have demonstrated the opposite effects resulting in improved
cleanliness and appeal of the surrounding area. Several of the adversaries have come forward
on multiple occasions and apologized to city dignitaries for these accusations. At a council
meeting in Riverbank on April 24, 2018, one of the most outspoken leaders of the adversaries
apologized to the council and the public in attendance stating that they had not seen any of
the negative impacts they anticipated. Other signers of the petition have come into the store
and admitted they had been too quick to judge us and were impressed and relieved with our
operation, thanked us, and made purchases!
Winning over our strongest critics is a real testament to how we conduct ourselves and our
business in our communities. This has served as another milestone in our mission to create safe
and clean cannabis access and reduce the black market.
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3.3 ODOR MITIGATION
The single most effective odor mitigation practice is accepting only approved, tested, and
State-certified sealed containers of cannabis. Due to the nature of this packaging, and that no
raw cannabis products are present at our retail facilities, cannabis odor is nearly entirely
mitigated inside the building, and no cannabis odors are present outside the building.
Beyond that, our stores are continuously and meticulously cleaned with aromatic cleaning
products such as scented floor cleansers, glass cleaners, and scented alcohol-based
disinfectants. Air fresheners are also continuously used.
3.4 SOURCES OF ODOR
Concerns of odor from cannabis facilities are historically valid, and the industry has evolved
such that all products at a retail facility are sealed to conform to BCC regulations for
child-safety and odor control. There are no longer any exposed cannabis products in
dispensaries due to these regulations. As a result, the odor concerns are virtually eliminated.
There is a subtle smell of cannabis emitted from these sealed packages, just like other sealed
products in grocery stores and the like. These sources of odor do not pose any threats or
concerns.
3.5 ODOR CONTROL DEVICES
At each location, high-efficiency HVAC systems are installed, insulation surpassing State
requirements is added, and window treatments are applied to reduce energy consumption.
In addition to state regulation, our group goes further to maintain a comfortable environment
in all of our stores. Inside, heavy-duty carbon air filters maintain fresh smelling and clean air
resulting in superior air quality and 99.9% odor and allergen mitigation.
3.6 ODOR SYSTEM MAINTENANCE
System maintenance of odor-controlling devices are as follows:
●All HVAC air filters are replaced every 30 days
●Carbon filtration systems are cleaned and checked every 30 days
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3.7 WASTE MANAGEMENT PLAN
Typically, any products requiring disposal such as customer returns are held in secure storage
and returned to the supplying distributor at the time of their next product delivery to our
facility. This was made possible by negotiating this service into our agreement with our
distributors in order to virtually eliminate the necessity for additional cannabis disposal.
Additionally, our “display products” are retail-packaged cannabis which are also sold, so we do
not create a need to dispose of these products.
In the rare instance a product must be destroyed, we have contracted with a third-party
full-service cannabis waste collection provider called Mediwaste to collect and dispose of these
products on an as-needed basis. Mediwaste is a comprehensive, third-party solution to
disposal of cannabis waste products in accordance with all state and local regulations.
If for any reason authorities need to be contacted regarding cannabis disposal, our appointed
Security Liaisons would initiate contact and provide any information necessary to resolve any
matters relating to the procedure.
Section 3: Neighborhood Compatibility Plan
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SECTION 4
Safety Plan
City of Fresno | Retail Cannabis Dispensary
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4.1 FIRE PREVENTION AND SUPPRESSION CONSULTANT
Phenos of Fresno is coordinating with Fire Protection Consultant Michael R. Wilkinson. Chief
Wilkinson has a professional career of over 40 years in California. He has been the Fire Marshal
for the Stanislaus County Fire Wardens office, Stanislaus Consolidated Fire Protection District,
City of Tracy and interim Fire Marshal for the City of Merced. He also served as the Fire Chief
for the City of Oakdale, City of Merced, and Stanislaus Consolidated Fire Protection District.
Michael R Wilkinson, Fire Service Consultant
1330 Magnolia Ave
Modesto, California 95350
4.2 ACCIDENT AND INCIDENT REPORTING PROCEDURES
The Fire safety plan for the proposed projects will meet or exceed the California Fire Code as
adopted by the City of Fresno. Specifically, the plan will meet Chapter 4, Emergency Planning
and Preparedness. The plan will also meet all California Code of Regulations, Title 8, section
3230, Emergency Action Plan (Cal Osha).
The plan will specifically address:
a. Procedures for emergency notification
b. Procedures for emergency evacuation, including type of evacuation and exit route and
assembly areas
c. If needed, procedures to be followed by employees who remain to operate critical
operations before they evacuate
d. Procedures to account for all employees and guest/customers after an emergency
evacuation has been completed
e. Procedures to be followed by employees performing rescue or medical duties;
f. The preferred means of reporting fires, medical emergencies, hazardous materials and
all other types of emergencies
g. An approved alarm system shall be provided
h. Training
i. Employee access to the emergency fire safety plan
j. Employee designated responsibilities/assignments
k. Location of all Fire Extinguishers and manual alarm pull stations (If provided)
l. Complete employee roster with contact numbers and levels of training. i.e. Fire
Extinguishers, Emergency Medical Technician, etc.
Section 4: Safety Plan
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m. The plan will be in writing and reviewed annually or sooner if needed.
The plan will be written as an all-risk plan utilizing the Incident Command System as the
foundation for internal response to any type of emergency.
4.3 EVACUATION ROUTES
All employees are instructed about each aspect of our Security Protocol and are given
applicable keys and pass-codes required to enter Limited and/or Restricted Access areas.
Monthly safety meetings are held to maintain appropriate safety protocol among the staff and
to role-play potential scenarios to learn how to respond to attempted security breaches.
Please refer to the premises diagram for evacuation routes specific to this location.
4.4 FIRE SUPPRESSION EQUIPMENT
Please refer to the premises diagram in section 5 for fire suppression equipment specific to this
location.
4.5 FIRE AND MEDICAL RESPONSE AND TRAINING
Incident Management and Emergency Response
The Applicant understands and appreciates that smooth operations require well-laid out
contingency plans and a staff well-trained in their execution. Under the leadership of our
Security Team and with input from appropriate local agencies and enforcement authorities,
we will develop a comprehensive Emergency Response Plan.
All Security Officers are provided with two-way radios to use at the dispensary which keeps
them in contact with dispensary management. Security Officers will have access to our main
dispatch center, as well communication with the Supervisory Officer designated to this
contract. Each Security Officer will also possess a mobile smart phone so that in emergency
cases they can contact 911. In addition, our corporate offices provide a 24-hour phone line that
can be accessed for emergency and non-emergency issues.
The Emergency Response Plan will include contingencies for non-security related emergencies
such as medical emergencies, bomb threats, fires, explosions, and weather-related disasters to
Section 4: Safety Plan
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ensure an appropriate and orderly response. This will prevent non-security related
emergencies from becoming aggravated security emergencies as well. Emergency procedures
and emergency contact numbers will be provided in writing to all employees and posted
prominently in several areas of the facility.
We will also develop a comprehensive set of guidelines for dealing with security threats.
All staff will learn and be drilled in these procedures to ensure they are adequately
prepared for emergencies. Preparedness means all staff members:
●Know how to assess emerging situations to determine the type and level of
threat they may pose;
●Know how to respond to different kinds of security threats;
●Know which types of situations warrant the activation of panic buttons; and
●Know how to proceed when a security alarm goes off or a panic buttons has
been activated.
If a security breach is found to constitute an actual emergency, authorities will be
notified as required. We will then follow the emergency response procedures in
cooperation with local law enforcement authorities to smoothly bring the situation under their
control.
[CONFIDENTIAL]
Procedures will be revised and updated as necessary. They will be reviewed at least once
every twelve months. We will invite local law enforcement to offer their input on up-
to-date security threat analysis and contingency planning.
Outside Partnerships: Liaising with Community and Local Law Enforcement.
Local law enforcement and neighbors in close proximity to our facilities will have the name of
one or more contact persons on our staff whom they can notify day or night in case there is a
problem impacting them or that they feel may impact us.
We will periodically reach out to neighbors to ensure that there are no unreported problems of
this sort as detailed more fully in the Community Engagement Strategy via our Community
Liaison.
We also will reach out to local law enforcement to develop a professional working
relationship and a coherent contingency plan for incidents that require a law enforcement
involvement at our facility. Local law enforcement officials will be invited on-site to
Section 4: Safety Plan
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discuss and evaluate potential security risks, vulnerabilities, and to assist in the
development or enhancement of our current security program.
Training and Drills
Security and emergency response training is only part of the comprehensive training
required for all employees. It is critical that employees understand exactly what to do
when specific breaches and threats of security take place. This ensures their safety and
gives the Security Officers the ability to respond in a specific rapid response without
fear of injury to staff. Our security team and management will provide specific training
to management and employees in the following areas:
● Responding to a robbery attempt
● Interacting with a disruptive customer
● Alarm activation response
● Attempted theft
● Working with local law enforcement
● Medical emergencies
● Proper use of the “Panic Button”
● Being a good witness
In addition to these areas of training Applicant will work to design and implement
continued training on a regular basis ensuring ongoing consistent compliance with
County and State Law.
Employees will be tested on training content and must pass the test by their third attempt
in order 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 our operational, safety, and security policies and protocols.
In developing our official safety and security policies, we will consult with local law
enforcement. We will also work with local police to develop effective ongoing employee
training seminars and practices. Especially in developing our policies and training
procedures on crime prevention and security threat response, we will seek the involvement
of local law enforcement.
* All store managers under The Premier Group are CPR trained and certified.
Section 4: Safety Plan
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SECTION 5
Security Plan
City of Fresno | Retail Cannabis Dispensary
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Real Time Video Surveillance
Site Security Plan
This document will serve as a security plan for cannabis dispensaries operated by Phenos of Fresno. The
security plan will contain a detailed approach to maintaining security with video surveillance cameras and
equipment.
PROTECTION, INC.
SECTION 6
Location
City of Fresno | Retail Cannabis Dispensary
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6.1 LOCATION DESCRIPTION
Phenos of Fresno is on the corner of Ashlan Ave. and North First Ave. The building was built in
1957 and has a occupiable space of 43,558 sq ft with a lot area of 155,945 sq ft. The building is
shared by other businesses. The portion designated for Phenos of Fresno is 11,000 sq ft.
APN: 428-264-06
About The Neighborhood
Phenos of Fresno will be located just north of Fresno’s vibrant Tower district.
The Tower District is Fresno’s dining, arts and entertainment district. The Tower’s character is
set by a close-knit community and a wide variety of businesses. Restaurants, cafes, nightclubs,
performing arts venues, theaters, galleries, bakeries, delis, plus a unique blend of specialty
retail establishments are all within walking distance of each other, and most are locally owned
and operated.
The Tower District is also home to annual cultural and community events. Events include film
and arts festivals, a wine and food walk, a classic car show and parades throughout the year.
We believe this is an ideal fit for a cannabis dispensary utilizing our business model as we will
add an exciting experience to complement the existing businesses in the area.
Section 6: Location
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3065 E. Ashlan Ave.
Fresno, CA 93726 also known as:
4287 N 1st St
Fresno, CA 93726
THE PREMIER CROUP
6.2 LOCATION PHOTOS
Section 6: Location
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6.3 PREMISES SITE DIAGRAM
Section 6: Location
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1! ,.,
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1) Bike Shop
2) Insurance
3) The Train Depot Restaurant
4) BHuty S Ion
S) All;,'s Arm nl;,n Rest.1ur;,nt & Deli
6) V;,nlty liquor
7) AVAILABLE
8) Renna's Meat Market
9) AVAILABLE
10) AVAILABLE
11)AVAILABLE
12) AVAILABLE
13) CYSA Soccer
14) Family Dentistry
, S) Chevron Fuel & Store
16) Lola's Mexican Food
1 2 3 4 s
THE PREMIER CROUP
SITE PLAN
E WIiiis Ave.
6
E. Ashlan Ave.
Business Surroundings & Neighbors
Parking Spaces
150 shared parking spaces are available at this location.
Driveway Locations
There is an entrance/ exit for vehicular traffic on the south side of the building facing East
Ashlan Ave. and on the east side of the property facing North First St.
Section 6: Location
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SECTION 7
Community Benefits
and
Investments Plan
City of Fresno | Retail Cannabis Dispensary
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7.1 SOCIAL RESPONSIBILITY PLAN
The Premier Group has a solid reputation of social responsibility. In each city where we
operate, we identify local organizations and social services doing good for our communities
who are also able to accept contributions from cannabis businesses. We also identify where our
team can volunteer to make a difference in these communities.
We are proud to demonstrate how we contribute as much as 10 times more than the average
dispensary, both in city tax and charitable donations. We have included our growing list of
organizations to whom we have contributed by either cash donations or volunteer hours
amounting to over $200,000 and 160 volunteer hours and growing.
As for volunteer hours, we have no ceiling to the amount of hours that we're willing to
contribute to the community as we believe it's one in the same: enhancing the industry, our
business, and our relationship with the city.
We are community partners and plan to be so for the next decade. A good example of this is
how many community outreach programs we do in nearby cities like Modesto where we have
participated with Love Modesto, Measure T, Measure Y, educational gatherings, and more.
Involving and Matching our Community with Project Fishbowl
The Premier Group continually strives to improve the perception of the cannabis
industry. To facilitate giving back to the community, fish bowls were placed on our display
counters promoting donations to local charities. This was later named “Project Fishbowl” and
in just five months, our patients and customers contributed . The Premier Group
pledged to match the amount the community contributed and donated a total of
to local charitable organizations. The program has become a tradition at all of our
dispensaries and will be implemented at future locations as well.
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THE PREMIER CROUP
Community and Charity Contributions and Volunteers
2018 The United Way
2018 Focus on Prevention
2018 Modesto Gospel Mission
2018 Society for Disabilities
2018 Community Hospice
2018 Stanislaus County Senior Foundation
2018 Veterans of Foreign Wars
2018 Boys & Girls Club
2017 Measure T in the City of Modesto
2018 Measure Y in the City of Merced
2018 Riverbank’s annual Cheese & Wine event
2018 Modesto Christmas Parade
2018 Modesto Spirit of Giving 5k Run
2018 Love Modesto ’s city improvement program
2019 Riverbank’s annual Cheese & Wine event
2019 Riverbank’s Summer Concert Series
2019 Riverbank Historical Society
2019 Great Valley Museum
2019 Connecting Waters Charter School
2019 Love Modesto ’s city improvement program
2019 (July) Modesto Hetch Hetchy Trail Cleanup
2019 Stanislaus County Senior Foundation
2019 Society for Disabilities
2020 Stanislaus Consolidated Fire Protection District
2020 Society for Disabilities
2020 Love Modesto ’s city improvement program
TOTALS: $ + & 161 hours
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THE PREMIER CROUP
Section 7: Community Benefits and Investments Plan
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Cineese s Win e Ex position
THE PREMIER CROUP
iety for
BIL Tl S
United
Way
Veterans of Foreign W ars
Post#3199.
Community Contributions
The Premier Group contributes to our communities in the following ways:
●Create significantly higher city revenue payments
●70% female workforce with built-in training and education
●Head-of-Household Job wages
●Flexible work-from-home opportunities
●Donate more charitable contributions to local organizations
●Help law enforcement by providing low-cost cannabis to suppress the
black market
●Elevate the industry standard
●No negative consequences
●Track record of ZERO service calls to any existing store
●Largest cannabis employer
●Added security and surveillance
●Aesthetic improvements
Community Benefit Payments
We have attached two receipts showing our latest monthly community benefit payments to
Modesto of and A population size of 550,000 in Fresno with 14, and
eventually 21, retail dispensary licenses represents about 40,000 and 26,000 people /
dispensary, respectively. In Modesto that figure is 22,000 people / dispensary. Given these
ratios, these payments to Modesto represent a modest estimate of payments we would be
paying to the City of Fresno.
🗹 Attachment: Sept & Oct, 2020 Community Benefit Payment Receipts to the City of
Modesto
Measure T and Measure Y Contributions
The Premier Group was the top contributor to the City of Modesto’s Measure T and the City of
Merced’s Measure Y. The group donated over to Measure T and to Measure Y,
registered over 2,000 patients, paid for posters and 60,000 flyers, created an online sign-up site
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THE PREMIER CROUP
to facilitate communication with the cannabis community, and visited 25 retail cannabis stores
in the county multiple times per week for 6 weeks. Both Measures passed with over 80%
majority, signifying a tangible impact the group has made to advance cannabis business in
Modesto and Merced.
Highest Tax Contributors
Our organization has shown the ability to consistently and sustainably generate 4-6 times as
much annual revenue as the average dispensary. Below is a chart showing our financial
contributions to each city.
☺Ceres /yr
☺Modesto /yr
☺Merced /yr
☺Stockton /yr
☺Turlock /yr
☺Fresno /yr (projection if fortunate enough to be approved)
🗹 Attachment: Letters of Recommendation from:
●City of Ceres Mayor Chris Vierra
●Ceres City Manager Toby Wells
●Riverbank Mayor Richard O’Brien
●Riverbank City Manager Sean Scully
●Modesto Police Department
●Modesto Neighbors
●Turlock Neighbors
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THE PREMIER CROUP
7.1.1 OUTREACH SERVICES
Phenos of Fresno has identified the following charitable organizations in Fresno as those we
will choose to support with significant financial contributions.
Hand-Picked, Local Organizations Accepting Contributions from Cannabis Companies
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❤ West Fresno Health Care Coalition To empower and support the West Fresno
community to achieve optimal health and
well-being.
🌿 Food Distribution Center Distribute food to those in need in a safe,
effective, and reliable manner that complies
with COVID-19 social distancing
requirements.
💙 Break the Barriers Inc. Dedicated to accelerating awareness,
understanding, acceptance, and education
for all people with various abilities.
🏠 Fresno Rescue Mission Provide practical, material and spiritual
assistance to homeless individuals and
families.
💛 Breast Cancer Research Foundation
(National Public Health Outreach)
The mission of the Breast Cancer Research
Foundation is to prevent and cure breast
cancer by advancing the world's most
promising research.
🥕 Community Food Bank Provides nourishment for hungry children,
adults, and seniors today so they can thrive
tomorrow.
💛 Boys & Girls Club
Club programs promote academic success,
good character and citizenship, and healthy
lifestyles.
THE PREMIER CROUP
7.1.2 ENVIRONMENTAL RESPONSIBILITY
Environmentally Friendly Practices
1) Installation of upgraded HVAC systems that are energy-efficient with 16 SEER and 13
EER ratings.
2) Non-security lighting and electronic equipment are all on timer systems to turn off
when not in use outside of operating hours.
3) Fully electronic recordkeeping using Indica Online and Amazon Drive massively reduces
potential paper use and waste.
4) All exit bags are reusable and retail customers are encouraged to retain and return with
these bags to reuse on their subsequent visits in order to reduce waste.
5) All paper materials are printed on recycled paper and all refuse paper is temporarily
stored and ultimately delivered to a local paper recycling facility.
6) Expired electronics and batteries are temporarily stored and returned to a local
electronics recycling facility.
7) Employ a Personnel Carpool Program to reduce fuel consumption and maximize
parking for patients and customers.
8) Reimbursement program for employees choosing to use Uber or Lyft carpools.
Recycling
The state of California requires mandatory commercial recycling in accordance with Assembly
Bill 341 (Chapter 476, Statutes of 2011 and SB 1018). In general seventy-five percent (75%) of
waste is recyclable. We will initially have a 95-gallon blue recycling bin and request larger or
multiple bins from the County if the capacity needs increase. A list of recyclable products will
be hung near all waste bins to ensure best practices and compliance with our zero-waste
policy.
Waste Reduction Procedures
Firehouse’s employees are also instructed to use the following procedures to reduce waste and
enhance sustainability:
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THE PREMIER CROUP
●Reduction/ Reuse of office materials
●Reusing packaging material
●Electronic timers on lights to save energy
●Employee Carpooling/ Utilizing Public Transit
7.1.3 VACANT BUILDING
The location we have chosen for Phenos of Fresno is a vacant portion of a building at 3065
North Ashlan Ave. If we are selected for this location, Phenos of Fresno will bring new life and
security to this area and benefit our business neighbors as we have done in all other
neighborhoods where we operate our stores.
7.2 YOUTH PREVENTION AND OUTREACH
Rather than develop our own outreach and education programs, we have chosen the Boys &
Girls Club to support financially. We believe this organization is far more equipped and
experienced to support youth outreach and education and will utilize funding more effectively
than we can on our own.
We support these organizations through monetary donations.
These programs directly support communities of the City of Fresno.
7.3 FRESNO COMMUNITY REINVESTMENT FUND
By virtue of running our business, Phenos of Fresno will be reinvesting into the community in
the following ways:
Economic Development
1) Attract Head-of-Household Jobs
In each and every city where we operate, all entry-level employees begin earning a
$ /hour wage (plus $ - $ /day in tips) and are provided the opportunity to earn
a six-figure annual income. 42 of our employees are earning between $ and $
annual salaries, 70% of which are female.
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THE PREMIER CROUP
2) Support Vocational Training
Since no widely-accepted vocational training programs yet exist in the cannabis
industry, The Premier Group has developed our own training programs for those new
to the regulated industry. Our unique training programs are offered to all staff. This is
mutually beneficial for the company and staff to have people that are well-versed in
multiple areas. This cross-training offers a layer of protection for The Premier Group
and staffing redundancy. Our training programs are designed to elevate and
cross-train our employees. This allows employees to understand all aspects of the
business and to naturally gravitate towards their area of talent or interest where they
can excel while simultaneously increasing their earning potential.
The most rewarding part of what we do is knowing that we have elevated the
education, skill sets, and compensation of 430 employees and growing as one
large family under The Premier Group.
3) Entrepreneurial Investment
Each dispensary we open requires significant capital to open. This includes tenant
improvements to buildings, improving the security and aesthetics to attract a large
number of customers and becoming a new and vibrant asset to the City of Fresno.
Governance Strategy
1) Attract, motivate, develop, and retain a high quality, engaged, informed, and
high-performing workforce.
Each store we open creates 20-40 new local job opportunities to learn and grow in a
new and booming industry. Our business model is arguably one of the most
demanding and rewarding in the industry which contributes to the skills, education,
and earning power of our staff and encourages and rewards high quality and high
performance from our entire range of employees.
2) Improve the use of technology
Employees are trained in the software that has become ubiquitous in business. We
subscribe to a variety of software tools that are used in all aspects of daily
operations. These include products from Salesforce, Google, Microsoft, Intuit,
IndicaOnline, GrowFlow, Asana, FreshDesk, and more. Our employees become
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THE PREMIER CROUP
proficient in technology platforms as they grow within the company and along their
career path.
Overall, the presence of The Premier Group in any city creates new jobs, builds the social and
professional capital of all those who work for our group, and contributes back to those
communities in the form of significant tax dollars generated for the city and charitable
contributions made to local organizations. We would love to be a valued addition to the Fresno
community and begin a long-term partnership capable of elevating the overall industry
benefiting the city and its residents.
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THE PREMIER CROUP
Landlord’s Initial Tenant’s Initial -1-
+- LEASE SUMMARY
Date of Lease: November 23, 2020
Property Address: 3065 E. Ashlan Ave. Fresno, CA 93726
LANDLORD: Oberti J Inc.
Landlord Address: 6475 N. Palm Ave. #101 Fresno, CA 93704
Contact Person: Dana Butcher Associates
Phone: 559-446-2001
TENANT: Bert Sarkis and Devin Stetler
Trade Name: TBD
Tenant Address: 1234 McHenry Ave, Suite C, Modesto, CA 95350
Contact Person: Devin Stetler or Bert Sarkis
Phone: Devin Stetler Bert Sarkis
Fax: None
Type of Lease: NNN
Approx. Leasable Sq. Ft.: 11,187 square feet
Lease Term: Sixty (60) months starting on the rent commencement date
Options: Two (2), Five (5) year options
Base Rent
(per month in advance):
Rental Increases: See rent schedule in Exhibit D
Percentage Rent: None
Security Deposit: See section 25
Rent Deposit: None
Landlord's Broker (if none, so state): Retail California – Nick Frechou
Tenant's Broker (if none, so state): KAN Ventures Inc.- Austin Ewell
Comments: The lease summary contained on this page is intended to summarize in a con venient manner some of this
Shopping Center Lease ("Lease"). In the event of any conflict between this summary and the remaining terms and
conditions contained in the body of this Lease, such remaining terms and conditions shall control. It is the intent ion of the
parties that, in the event of a dispute between the parties involving interpretation of this Lease, this Lease be interpreted in
such a manner to bring a fair, equitable and just result to both parties. The parties acknowledge that every attemp t has
been made in the negotiation and drafting of this Lease to deal fairly with the parties, and each party has had the
opportunity to review, negotiate and be involved in and obtain legal counsel in connection with the drafting of this Lease.
Therefore, in the event of any judicial determination of any ambiguities in this Lease, it is the par ties' intent that the court
attempt to resolve the matter equitably, and that such court should not strictly construe the Lease against any party.
Exhibits: Exhibit A Site Plan
Exhibit B Work of Improvement
Exhibit C Options
Exhibit D Minimum Monthly Rental Schedule
Exhibit E Sign Criteria
Exhibit F No Broker Liability for Hazardous Materials and Toxic Waste
Exhibit G Existing Exclusive Use Clause
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LEASE AGREEMENT
On, November 23, 2020 THIS LEASE is entered into by and between Oberti J Inc. (hereinafter "Landlord") and The
Premier Group (hereinafter "Tenant"), for the term at the rental and subject to and upon all of the terms, covenants and
agreements hereinafter set forth.
1. PREMISES
1.1 Premises. Landlord hereby leases to Tenant and Tenant hereby rents from Landlord those certain
Premises situated in the City of Fresno County of Fresno, State of California as shown on Exhibit A heret o. The
Premises contain approximately 11,187 square feet of floor area. The Premises, together with and including other
property owned by Landlord, comprise a Shopping Center Development (hereinafter "Shopping Center") and are now
devoted to or are being developed for the purpose of a shopping center. Tenant acknowledges that the site plan for the
Shopping Center is tentative and that Landlord may change the shape, size, location, number and extent of the
improvements or tenancies now existing or presently contemplated and eliminate or add any improvements to any portion
of the Shopping Center, provided Landlord shall not change the size or location of the Premises without Tenant's consent.
The Premises address is 3065 E. Ashlan Ave Fresno, CA 93726.
1.2 Work of Improvement. The obligations of Landlord and Tenant to perform the work and supply material
and labor to prepare the Premises for occupancy are set forth in detail in Exhibit B hereto. Landlord and Tenant shall
expend all funds and do all acts required of them in Exhibit B and shall have the work performed promptly and diligently in
a first-class workmanlike manner.
2. TERM
2.1 Term. The lease term shall be Sixty (60) months commencing upon the execution of this lease by
all parties, tenant to open a retail cannabis facility which in no event will be later than one hundred eighty (180)
days from mutual execution of the lease. The parties hereto acknowledge that certain obligations under various
provisions hereof may commence prior to the lease term (for example, construction, indemnity, liability insurance, and
others), and the parties agree to be bound by such provisions prior to the commencement of the lease term.
2.2 Options. Please see Exhibit C
3. RENT
3.1 Minimum Rent. Tenant agrees to pay to Landlord the Minimum Rent, as defined in Exhibit D without
notice or demand, on or before the first day of each a nd every month during the term hereof, except that the first month's
rent shall be paid upon the execution of this Lease.
On November 23, 2020, if the Premises are being leased in their "as is" cond ition or subject to such incidental work as is
to be performed by Landlord prior to said date (this work, if any, to be set forth in the attached Exhibit B and in this latter
event, the rental shall commence on said date only if Landlord shall have completed said work).
Rent for any period, which is for less than one (1) month shall be prorated portion of the monthly installment herein based
upon a thirty (30) day month. Said rental shall be paid to Landlord, without deduction or offset, in lawful money of the
United States of America and at such place as Landlord may from time to time designate in writing. Should the lease
commence on any day other than the first day of the month, the rent shall be pro-rated and the expiration of the lease will
be adjusted to provide for a full term of the lease in addition t o the remaining days of the month when the lease
commenced.
3.2 Percentage Rent. Tenant shall also pay to Landlord additional rent in an amount equal to % of the
amount of Tenant's gross sales made in, upon or from the Premises during each calendar year of the Lease Term, less
the aggregate amount of the Minimum Rent previously paid by Tenant for said calendar year.
A. Payment. Within thirty (30) days after the end of each calendar month following the commencement of
the obligation to pay Minimum Rent, Tenant shall furnish to Landlord a written statement, certified by Tenant to be correct,
showing the total gross sale made in, upon, or from the Premises during the preceding calendar month, and shall
accompany each such statement with a payment to Landlord equal to the above stated percentage of the total monthly
gross sales made in, upon, or from the Premises during each such month, less the Minimum Rent for such month if
previously paid. Said statement and payment shall be made with the succeeding month's regular rental payment. Within
thirty (30) days after the end of each calendar year of the term hereof, Tenant shall furnish to Landlord a written
statement, certified to be correct, showing the total gross sales by months made in, upon, or from t he Premises during the
preceding calendar year, at which time an adjustment shall be made between Landlord and Tenant to the end that the
total percentage rent paid for each such calendar year shall b e a sum equal to the above stated percentage of the tota l
gross sales made in, upon, or from the Premises during each such year of the term hereof, less the Minimum Rent for
such year if previously paid, so that the percentage rent, although payable monthly, shall be computed and adjusted on an
annual basis.
B. Gross Sales. The term "gross sales" as used in this Lease shall include the gross sale prices of every
kind and nature from sales and services made in, upon, or from the Premises, whether upon credit or for cash, whether
operated by Tenant or by subtenants, concessionaires or licensees of Tenant, excepting any rebates and/or refunds to
customers and the amount of all sales tax receipts for which Tenant must account to any governmental agency. Sales
upon credit shall be deemed cash sales and shall be inc luded in the gross sales for the period during which the
merchandise is delivered to the customer, whether or not title to the merchandise passes with delivery. All sales
originating at the Premises shall be considered as made and completed there, though bookkeeping and payment of the
account may be transferred to another place for collection and though actual filing of the sale or service order and actual
delivery of the merchandise may be made from a place other than the Premises.C. Bookkeeping and Inspection.
Tenant shall keep full, complete and proper books, records and accounts of its daily gross sales, both for cash and on
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credit, whether by Tenant or by subtenants, concessionaires or licensees of Tenant, made in, upon or from the Premises.
Such books, records and accounts shall be kept at the Premises or at such other place as Landlord may approve in
writing. Landlord and its agents and employees shall have the right at any and all times, during regular business hours, to
examine, inspect and copy all such books, records and accounts, including any sales or use tax reports or returns
pertaining to the business of Tenant conducted in, upon or from the Premises for the purpose of investigating and
verifying the accuracy of any statement of gross sales. Landlord may once in any calendar year cause an audit of the
business of Tenant to be made by an accountant of Landlord's selection, and if the statement of gross sales previously
made to Landlord shall be found to be inaccurate, then there shall be an adjustment and one party shall pay to the other
on demand such sums as may be necessary to settle in full the accurate amount of said percentage rent that should have
been paid for the period covered by such inaccurate statement or statements. Tenant shall keep all said records for three
(3) years. If said audit shall disclose an inaccuracy in favor of Tenant for greater than a two percent (2%) error with
respect to the amount of gross sales reported by Tenant for the period for said report, then Tenant shall immediately pay
to the Landlord the cost of such audit; otherwise, the cost of such audit shall be paid by Landlord. If such audit shall
disclose any willful or substantial inaccuracies this Lease may thereupon be canceled and terminated at the option of
Landlord.
4. SECURITY DEPOSIT
Concurrently with Tenant's execution of this Lease, Tenant shall deposit with Landlord the sum of Of this sum
shall be held by Landlord as a Security Deposit for the faithful performance by Tenant of all of the terms, covenants,
and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to
any provision of this Lease, including but not limited to the provisions relating to payment of rent of any mo netary sums
due hereunder, Landlord may (but shall not be required to) use, apply or retain all or any part of this Security Deposit for
the payment for any rent or any such monetary sum in default or any other amount which Landlord may spend or become
obligated to spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which Landlord
may suffer by reason of Tenant's default. If any portion of said Deposit is so used or applied, Tenant shall, within ten (10)
days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to
its original amount; Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to
keep this Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on such Deposit. If
Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit or any
balance thereof shall be returned to Tenant (or, at Landlord's option, to the last assignee of Tenant's interest hereunder)
at the expiration of the lease term and after Tenant has vacated the Premises. In the event of termination of Landlord's
interest in this Lease, Landlord shall transfer said Deposit to Landlord's successor in interest, whereupon Tenant agrees
to release Landlord from all liability for the return of such Deposit or the accounting therefor.
5. RENTAL ADJUSTMENTS
5.1 Tax and Other Charges. In addition to the rental otherwise provided in this Lease, and as of the
commencement of the obligation to pay Minimum Rent, Tenant shall pay to L andlord the following items, herein called
Adjustments:
A. All real estate taxes and insurance premiums on the Premises, including land, building and
improvements thereon. Said real estate taxes shall include all real estate taxes and assessments that are levied upon or
assessed against the Premises, including any gross income taxes or excise taxes or any taxes which may be levied on
rents, possession, leasing, operation or management or which are based on this transaction or any document to which
Tenant is a party creating or transferring any interest in the Premises or in this Lease. Said insurance shall include all
insurance premiums for fire, extended coverage, public liability, and any other insurance that Landlord deems necessary
on the Premises. Said taxes and insurance premiums for purpose of this provision shall be reasonably apportioned in
accordance with the total floor area of the Premises as it relates to the total floor area of the Shopping Center which is
from time to time leased as of the first day of each calendar quarter (provided that if any tenants in said building or
buildings pay taxes directly to any taxing authority or carry their own insurance, as may be provided in their leases, their
square footage shall be deemed a part of the total floor area of the Shopping Center).
B. The percentage of the total cost of the following items as Tenant's total floor area b ears to the
total constructed and leasable floor area of the Shopping Center or building, as the case may be. Tenant hereby
acknowledges that one or more tenants or owners may not participate in a cost of the shopping center which may, in turn,
cause tenants proportionate share to increase.
(i) All real estate taxes, assessments and all insurance costs both as above defined, and all costs
to maintain, repair, and replace, areas used in common by the tenants or occupants of the shopping center, including
without limitation the parking lots, sidewalks, roofs, driveways, etc.
(ii) All costs to supervise and administer said areas used in common by the tenants or occupants
of the shopping center, including without limitation the parking lots, sidewalks, driveways, etc. Said costs shall include
such fees as may be paid to a third party and or property management services, and shall in any event include a fee to
the Landlord for supervision and administration in an amount equal to the ten percent (10%) of the total costs of (i) above.
(iii) Any parking charges, utilities surcharges, or any other costs levied, assessed or imposed by
or at the direction of or resulting from statutes or regulations or interpretations thereof, promulgated by any governmental
authority in connection with the use resulting from statutes or regulations or interpretations thereof, promulgated by any
governmental authority in connection with the use or occupancy of the Premises or the parking facilities serving the
Premises.
5.2 Payments. Upon commencement of rental Landlord shall submit to Tenant a statement of the
anticipated, monthly adjustments for the period between such commencement and the following December 31st, and
Tenant shall pay these Adjustments on a monthly basis concurre ntly with the payment of rental. Tenant shall continue to
make said monthly payments until notified by Landlord of a change thereof. By March 1st of each year Landlord shall
endeavor to give Tenant a statement showing the total Adjustments for the Shoppi ng Center for the prior calendar year
and Tenant's allocable share thereof, prorated from the commencement of rental. In the event the total monthly payments
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which Tenant has made for the prior calendar year is less than Tenant's actual share of such Adjustments, then Tenant
shall pay the difference in a lump sum within ten (10) days after receipt of such statement from Landlord and shall
concurrently pay the difference in monthly payments made in the then calendar year and the amount of the monthly
payments which are then calculated as monthly Adjustments based on the prior year's experience. Any overpayment by
Tenant shall be credited towards the monthly Adjustments next coming due. The actual Adjustments for the prior year
shall be used for purposes of calculating the anticipated monthly Adjustments for the then current year with actual
determination of such Adjustments after each calendar year as above provided, except that in any year in which
resurfacing is contemplated Landlord shall be permitted to include the anticipated cost of same as part of the estimated
monthly Adjustments. Though the term has expired and Tenant has vacated the Premises, when the final determination
is made of Tenant's share of said Adjustments for the year in which this leas e terminates, Tenant shall immediately pay
any increase due over the estimated Adjustments previously paid and, conversely, any overpayment made shall be
immediately rebated by Landlord to Tenant. Failure of Landlord to submit statements as called for her ein shall not be
deemed to be a waiver of Tenant's requirement to pay sums as herein provided.
5.3 Cost of Living Adjustment. Intentionally Deleted.
6. PERSONAL PROPERTY TAXES
Tenant shall pay before delinquency all taxes, assessments, license fees an d public charges levied, assessed or imposed
upon or measured by the value of its b usiness operation or its furniture, fixtures, leasehold improvements, equipment and
other property of Tenant at any time situated on or installed in the Premises by Tenant. If at any time during the term of
this lease any of the foregoing are assessed as a part of the real property of which the Premises are a part, Tenant shall
pay to Landlord upon demand the amount of such additional taxes as may be levied against real prop erty by reason
thereof.
7. USE
7.1 Use. Tenant shall use the Premises for sales of retail cannabis and related items and under the trade
name, if any, specified in Section 1.1 hereof and for no other purpose and under no other trade name without the prior
written consent of Landlord.
7.2 Suitability. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any
representation or warranty with respect to the Premises or the suitability of the Premises or the Shopping Center for the
conduct of the Tenant's business, nor has Landlord agreed to undertake any modification, alteration or improvement to
the Premises except as provided in this Lease. The taking of possession of the Premises by Tenant shall conclusively
establish that the Premises were at such time in satisfactory condition unless within fifteen (15) days after Tenant shall
give Landlord written notice specifying in reasonable detail the respects in which the Premises or the building were not i n
satisfactory condition.
A. Accessibility; Americans with Disabilities Act. The Premises have not undergone an
inspection by a Certified Access Specialist (CASP). Since compliance with the Americans with Disabilities Act (ADA) is
dependent upon Lessee’s specific use of the Premises, Lessor makes no warranty or representation as to whether or not
the Premises comply with ADA or any similar legislation. In the event that Lessee’s use of the Premises requires
modification or additions to the Premises in order to be in ADA compliance, Lessee agrees to make any such necessary
modifications and/or additions at Lessee’s expense.
7.3 Uses Prohibited.
A. Tenant agrees that it will not use or permit any person to use the Premises for a second-hand
store, auction distress or fire sale or bankruptcy or going-out-of-business sale (whether or not pursuant to any insolvency
proceeding), or for any use or purpose in violation of any governmental law or authority and that Tenant shall at its sole
cost and expense promptly comply with all laws, statutes, ordinances and governmental rules, regulations and
requirements now in force or which may hereafter be in force and with the requirements of any board of fire underwriters
or other similar body now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises,
excluding structural changes not relating to or affec ting the condition, use or occupancy of the Premises, and not related
to or affecting by Tenant's improvements or acts. The judgeme nt of any court of competent jurisdiction or the admission
of Tenant in any action against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any law,
statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of that fact as between Landlord
and Tenant.
B. Tenant may not display or sell merchandise or allow carts, portable signs, devices or any other
objects to be stored or to remain outside the defined exterior walls and permanent doorways of the Premises. Tenant
further agrees not to install any exterior lighting, amplifiers or similar devices or use in or about the Premises any
advertising medium which may be heard or seen outside the Premises, such as flashing lights, searchlights,
loudspeakers, phonographs or radio broadcasts.
C. Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep
anything therein which will in any way increase the existing rate or affect any fire or other insurance upon the Premises or
any building of which the Premises may be a part or any of its contents (unless Tenant shall pay any increased premium
as a result of such use or acts), or cause a cancellation of any insurance policy covering the Premises or any building of
which the Premises may be a part of any of its contents, nor shall Tenant sell or permit to be kept, used or sold in or about
the Premises any articles which may be prohibited by a standard form policy of fire insurance.
D. Tenant shall not do or permit anything to be done in or about the Premises which will in any way
obstruct or interfere with the rights of other tenants or occupants of the building of which the Premises may be a part or
any other building in the Shopping Center, or injure or annoy them, or use or allow the Premises to be used for any
unlawful or objectionable purpose, nor shall Tenan t cause, maintain or permit any nuisance in, on or about the Premises.
Tenant shall not commit or allow to be committed any waste in or upon the Premises. Tenant shall keep the Premises in
a clean and wholesome condition, free of any objectionable noises, odors or nuisances.
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7.4 Covenants to Operate; Radius Clause
A. Tenant agrees that, continuously and uninterruptedly during the term of this Lease, it will operate
and conduct Tenant's business in the Premises and be open for business and continuously remain open for business at
least those days and hours as is customary for businesses for like character in the city in which the Premises are situated,
except while the Premises are un-tenantable by reason of fire or other casualty or if Tenant's business is temporarily
interrupted by strikes, lookouts or similar causes beyond the reasonable control of Tenant. Tenant agrees that it will at all
times keep and maintain within and upon the Premises an adequate stock of merchandise and trade fixtures to service
and supply the usual and ordinary demands and requirements of its customers and that it will keep its Premises in a neat,
clean and orderly condition. Tenant agrees that all trash and rubbish of Tenant shall be deposited within receptacles and
that there shall be no trash receptacles permitted to remain outside the building. Tenant further agrees to cause such
receptacles to be emptied and trash removal at its own cost and expense.
B. Tenant agrees that it will not directly or indirectly operate or own any similar type of business
within a radius of three (3) miles from the location of the Premises. Without limiting Landlord's remedies, in the event
Tenant should violate this covenant, Landlord may at its option include the gross sales of such other business as a part of
the gross sales transacted from the Premises for the purpose of computing the percentage rent due hereunder.
8. UTILITIES
Tenant agrees to pay for all water, gas, power and electric current and all other utilities supplied to the Premises. If any
utilities are furnished by Landlord, then the rates charged to Tenant shall not exceed those of the local public utility
company if its services were furnished directly to Tenant, and shall not be less than its pro rata share of any jointly
metered service as reasonably determined by Landlord. Landlord shall not be liable in damages or otherwise for any
failure or interruption of any utility service being furnished to the Premises. No such failure or interruption shall entitle
Tenant to terminate this Lease.
9. MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS; FIXTURES
9.1 Maintenance and Repairs
A. Repairs by Landlord. Landlord, at Tenant's expense per paragraph 5.1b (i) shall repair and
maintain the structural portion of the Premises, including exterior walls and roof but excluding windows, plate glass and
doors, unless such maintenance or repairs is caused in whole or in part by the neglect, fault or omission of Tenant, its
agents, employees or invites, or by unauthorized breaking and entering, in which event Tenant shall pay to Landlord the
full cost of such maintenance or repair. Landlord shall have no obligation to repair until a reasonable time after the receipt
by Landlord or written notice of the need for repairs. Unless otherwise specifically provided in this Lease, there shall be
no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising
from the making of any repairs, alterations or improvements in or to any portion of the Premises, the building or the
Shopping Center. Tenant waives the provisions of any law-permitting Tenant to make repairs at Landlord's expense.
B. Repairs by Tenant. Tenant shall maintain in good order, condition and repair the interior of the
Premises, including all heating and electrical equipment, any air conditioning equipment including leaks around ducts,
pipes, vents, or other parts of the air conditioning, heating, or plumbing systems which protrude through the roof (and if
there is an air conditioning system, Tenant shall secure and pay for a service contract for repairs and maintenance of
system to conform to the terms or requirements of any warranty which may be in effect) and plumbing and sprinkler
systems installed therein, and the improvements and equipment installed by Tenant in the Premises, and shall replace all
broken glass, including plate glass and exterior show windows, and repair any broken doors. Tenant shall make all other
repairs, whether of a like or different nature, except those which Landlord is specifically obligated to make under the
provisions of Section 9.1A above.
C. Tenant's Failure to Maintain. In the event Tenant fails to maintain the Premises in good order,
condition and repair, Landlord shall give Ten ant notice to do such acts as are reasonably required to maintain the
Premises. In the event Tenant fails promptly to commence such work or diligently prosecute the same to completion,
Landlord may but is not obligated to do such acts and expend such funds at the expense of Tenant as are reasonably
required to perform such work. Any amount so expended by Landlord shall be paid by Tenant promptly after demand with
interest at ten percent (10%) per annum from the date of such payment. Landlord shall have no liability to Tenant for
damage, inconvenience or interference with the use of the Premises by Tenant as a result of performing any such work or
by reason of undertaking the repairs required by Section 9.1A above.
D. Condition Upon Expiration of Term. Upon the expiration or earlier termination of this Lease,
Tenant shall surrender the Premises in good condition, ordinary wear and tear and damage by causes beyond the
reasonable control of Tenant only excepted. Tenant shall indemnify Landlord against any loss or liability resulting from
delay by Tenant so surrendering the Premises, including without limitation any claims made by any succeeding t enant
founded on such delay.
9.2 Alterations and Additions
A. Tenant shall not make any alterations or additions to the Premises without Landlord's prior written
consent. All alterations, additions, and improvements made by Tenant to or upon the Premises, except counters or other
removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have
become the property of Landlord; provided, however, if, Landlord so directs by notice to Tenant, Tenant shall promptly
remove the additions, improvements fixtures, trade fixtures and installations which were placed in the Premises by Tenant
and which are designated in said notice and shall rep air any damage occasioned by such removal and in default thereof
Landlord may effect said removal and repairs at Tenant's expense.
B. Before commencing any such work or construction in or about the Premises, Tenant shall notify
Landlord in writing of the expected date of commencement thereof. Landlord shall have the right at any time and from
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time to time to post and maintain on the Premises such notices as Landlord deems necessary to protect the Premises and
Landlord from mechanics' liens, material men's liens, or any other liens.
9.3 Installation of Fixtures. It is mutually agreed that in order to exp edite the commencement of Tenant's
business in the Premises, Tenant may enter upon the Premises for the purpose of installing trade fixtures and furnishings
during the construction period, provided that such activity on the part of Tenant shall be done only in such manner as not
to interfere with construction and that Landlord shall not be liable to Tenant for damage to or loss of such fixtures,
equipment or furnishing. Tenant accepts the full risk for such damage or loss, if any. Tenant shall pay for all utilities
consumed by Tenant or its contractors in preparing the Premises for the opening of Tenant's business.
10. ENTRY BY LANDLORD
Landlord, its agents and employees, may enter the Premises at all reasonable times for the purpose of exhibiting the
same to prospective purchasers or tenants.
Tenant hereby grants to Landlord such lic enses or easements in and over the Premises or any portion thereof as shall be
reasonably required for the installation or maintenance of mains, conduits, pipes or other facilities to serve the Shopping
Center or any part thereof.
Landlord, its agents and employees, shall have free access to the Premises during all reasonable hours for the purpose of
examining the same to ascertain if they are in good repair and to make reasonable repairs which, Landlord may be
required or permitted to make hereunder.
11. LIENS
Tenant shall keep the Premises and the property in which the Premises are situated free from any liens arising out of any
work performed, materials furnished or obligations incurred by or on behalf of Tenant. Landlord may require, at Landlord's
sole option, that Tenant provide to Landlord, at Tenant's sole cost the expense, a lien and completion bond in an amount
equal to one and one-half (1½) times the estimated cost of any improvements, additions, or alterations in the Premises
which Tenant desires to make, to insure Landlord against any liability for mechanic's or material men's liens and to insure
completion of the work.
12. INDEMNITY
12.1 Indemnity. Tenant shall indemnify and hold harmless Landlord from and against any and all claims
arising from Tenant's use of the Premises or the conduct of its business or from any activity, work, or thing done,
permitted or suffered by Tenant in or about the Premises, and shall further indemnify and hold Landlord harmless from
and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to
be performed under the terms of this Lease, or arising from any act or negligence of Tenant or any of its agents,
employees, guests or invitees, and from and against all costs, attorney's fees, expenses and liabilities incurred in or about
any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against
Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant's expense by
counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes
all risk of damage to property or injury to persons in, upon or about the Premises from any cause other than Landlord's
gross negligence or willful misconduct, and Tenant hereby waives all claims in respect thereof against Landlord.
12.2 Exemption of Landlord from Liability. Except for the gross negligence or willful misconduct of
Landlord, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares,
merchandise or property of Tenant, its employees, invitees or customers, or any other person in or about the Premises,
caused by or resulting fro m fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part of the
Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances,
plumbing, air conditioning or lighting fixtures, whether the damage or injury results from conditions arising upon the
Premises or upon other portions of building of which the Premises are a part, or from any other source. Landlord shall not
be liable for any damage arising from any act or neglect of any other tenant of the Shopping Center.
13. LIABILITY INSURANCE
Tenant shall, at Tenant's expense, obtain and keep in force during the term of this Lease a policy of comprehensive public
liability and property damage insurance insuring Landlord and Tenant against any liability arising out of the ownership,
use, occupancy or maintenance of the Premises and all areas appurtenant thereto in a combined single limit of not less
than for bodily injury and/or property damage. Said amounts shall increase if required by the underlying
Master Lease referred to in Section 18.1 below. The limits of such insurance shall not limit the liability of Tenant
hereunder. Tenant may provide this insurance under a blanket policy, provided that said insurance shall have a
Landlord's protective liability endorsement attached thereto. If Tenant shall fail to procure and maintain said insurance,
Landlord may, but shall not be required to, procure and maintain same, but at the expense of Tenant. Insurance required
hereunder shall be issued by a reputable companyin companies rated A+AAA or better in "Best's Insurance Guide".
Tenant shall deliver to Landlord, prior to right of entry, copies of policies of liability insurance required herein or certificates
evidencing the existence and amounts of such insurance with loss payable clauses satisfactory to Landlord. No policy
shall be cancelable or subject to reduction of coverage. All such policies shall be written as primary policies not
contributing with and not in excess of coverage, which Landlord may carry.
14. DAMAGE OR DESTRUCTIONIn the event the Premises are damaged by fire or other perils covered by extended
coverage insurance, Landlord agrees forthwith to repair them, and this Lease shall remain in full force and effect, except
that Tenant shall be entitled to a proportionate reduction of the Minimum Rent from the date of damage and while such
repairs are being made, such proportionate reduction to be based upon the extent to which the damage and making of
such repairs shall reasonably interfere with the business carried on by Tenant in the Premises. If the damage is due to
the fault or neglect of Tenant, its agents or employees, there shall be no abatement of rent. In no event shall percentage
rent be abated.
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In the event the Premises are damaged as a result of any cause other than the perils covered by fire and extended
coverage insurance, then Landlord shall forthwith repair them provided the extent of the destruction is less than ten
percent (10%) of the then full replacement cost of the Premises. In the event the destruction of the Premises is to the and
extent of ten percent (10%) or more of the then full replacement cost, Landlord shall have the option either (1) to repair or
restore such damage, this Lease continuing in full force and effect but the Minimum Rent to be proportionately reduced as
above stated, or (2) to give notice to Tenant at any time within sixty (60) days after such damage, terminating this Lease
as of the date specified in such notice, which date shall be no more than thirty (30) days after the giving of such notice. In
the event of giving such notice, this Lease shall expire and all interest of Tenant in the Premises shall terminate on the
date so specified in such notice and the Minimum Rent, reduced by a proportionate reduction as above stated, shall be
paid to the date of such termination.
Notwithstanding anything to the contrary contained in the Article, Landlord shall have no obligation to repair, reconstruct
and restore the Premises when the damage resulting from any casualty covered under this Article occurs during the last
twenty-four (24) months of the term of this Lease or any extension thereof. If fifty percent (50%) or more of the Shopping
Center is Damaged by any cause even though the Premises may n ot be affected, Landlord may give notice to Tenant at
any time within sixty (60) days after such damage, ter minating this Lease as of the date specified in such notice, which
date shall be no more than thirty (30) days after the giving of such notice.
Landlord shall not be required to repair any injury or damage by fire or other cause, or to make any repairs or replacement
of any leasehold improvements, fixtures, or other personal property of Tenant.
15. CONDEMNATION
If twenty-five percent (25%) or more of the Premises shall be taken or appropriated by any public or quasi-public authority
under the power of eminent domain, either party hereto shall have the right, at its option, within sixty (60) days after such
taking or appropriation, to terminate this Lease upon thirty (30) days written notice to the other. If any part of the
Premises are so taken (and neither party elects to terminate as herein provided), the Minimum Rent thereafter to be paid
shall be equitably reduced. If any part of the Shopping Center other than the Premises is so taken, Landlord shall have
the right, at its option, within sixty (60) days of said taking, to terminate this Lease upon written notice to Tenant. In the
event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements,
which may be awarded and Tenant shall have no claim against Landlord for the value of any un-expired term of this
Lease. Nothing contained herein, however, shall be deemed to preclude Tenant from obtaining, or to give Landlord any
interest in, any award to Tenant for loss of or damage to Tenant's trade fixtures and removable personal property or for
damage for cessation or interruption of Tenant's business.
16. ASSIGNMENT AND SUBLEASE
Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise encumber all or any part of
Tenant's interest in this Lease or in the Premises, and shall not sublet or license all or any part of the Premises, without
the prior written consent of Landlord in each instance, and any attempted assignment, transfer, mortgage, encumbrance,
subletting or license without such consent shall be wholly void. Without in any way limiting Landlord's right to refuse to
give such consent for any other reason or reasons, Landlord reserves the right to refuse to give such consent if in
Landlord's sole discretion and opinion the quality of merchandising operation is or may be in any way adversely affected
during the term of this Lease or financial worth of the proposed new tenant is less than that of the Tenant executing this
Lease at the time of such execution.
No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its obligation to pay the rent and to
perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any
other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any
assignment, subletting or other transfer. Consent to one assignment, subletting or other transfer shall not be deemed to
constitute consent to any subsequent assignment, subletting or other transfer.
The covenants and conditions herein contained shall apply to and bind the heirs, successors, executors, administrators
and assigns of Tenant.
17. WAIVER OF SUBROGATION
Landlord and Tenant hereby mutually waive their respective rights of recovery against each other for any loss insured by
fire, extended coverage and other property insurance policies existing for the benefit of the respective parties. Each party
shall apply to its insurer to obtain said waivers and shall secure any special endorsements if required by its insurer to
comply with this provision.
18. SUBORDINATION; ATTORNMENT; QUIET ENJOYMENT
18.1 Subordination. This Lease at Landlord's option shall be subordinate to all underlying leases which now
exist or may hereafter be executed affecting the Premises or the land upon which the Premises are situated or both and to
be the lien of any mortgages or deeds of trust in any amount of amounts whatsoever now or hereafter placed on or
against the land or improvements or either thereof, of which the Premises are a part, or on or against Landlord's interest
or estate therein, or on or against any underlying leases. Tenant agrees to execute any further instruments, which may
be requested or required to evidence such subordination. If any mortgagee, trustee or ground lessor shall elect to have
this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant,
this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or
subsequent to the date of this mortgage, deed of trust or ground lease or the date of the recording thereof.
18.2 Attornment. In the event any proceedings are brought for default under any underlying lease or in the
event of foreclosure of the exercise of the power of sale under any mortgage or deed of trust covering the Premises,
Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord
under this Lease, provided said purchaser expressly agrees in writing to be bound by the terms of this Lease.
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18.3 Quiet Enjoyment. Upon Tenant paying the rent reserved herein and observing and performing all of the
provisions on Tenant's part to be observed and performed hereunder, including compliance with any Covenant's,
Conditions or Restrictions affecting the Premises or the Shopping Center, Tenant shall have quiet possession of the
Premises during the entire term of this Lease, subject to all provisions hereof and of any such Covenants, Conditions or
Restrictions, and to the terms of any said underlying lease, mortgage or deed of trust.
19. DEFAULT; REMEDIES
19.1 Default. The occurrence of any of the following shall constitute a default and breach of this Lease by
Tenant:
A. Any failure by Tenant to pay the rent or any other monetary sums required to be paid hereunder
(where such failure continues for three (3) days after written notice by Landlord to Tenant);
B. The abandonment or vacating of the Premises by Tenant;
C. A failure by Tenant to observe or perform any other provision of this Lease to be observed or
performed by Tenant, where such failure continues for five (5) days after written notice thereof by Landlord to Tenant;
provided, however, that if the nature of the default is such that t he same cannot reasonably be cured within said five (5)
day period, Tenant shall not be deemed to be in default if Tenant shall within such period shall commence such cure and
thereafter diligently prosecute the same to completion;
D. The making by Tenant of any general assignment or general arrangement for the benefit of
creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or of a petition for reorganization
or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is
dismissed within sixty (60) days); the appointment of a trustee or receiver to take possession of substantially all of
Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant
within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located
at the Premises or of Tenant's interest in this Lease, where such seizures is not discharged within thirty (30) days.
19.2 Remedies. In the event of any such default or breach by Tenant, Landlord may at any time thereafter,
without limiting Landlord in the exercise of any right or remedy at law or in equity, which Landlord may have by reason of
such default or breach;
A. Maintain this Lease in full force and effect and recover the rent and other monetary charges as
they become due, without terminating Tenant's right to possession, irrespective of whether Tenant shall have abandoned
the Premises. In the event Landlord elects not to terminate this Lease, Landlord shall have the right to attempt to re-let
the Premises at such rent and upon such conditions and for such a term, and to do all acts necessary to maintain or
preserve the Premises, as Landlord deems reasonable and necessary, without being deemed to have elected to
terminate this Lease, including removal of all persons and property from the Premises; such property may be removed
and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. In the event any such re-
letting occurs, this Lease shall terminate automatically upon the new tenant taking possession of the Premises.
B. Terminate Tenant's right to possession by any lawful means, in which case this Lease shall
terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event Landlord shall
be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default, including without
limitation the following; (i) The worth at the time of award of any unpaid rent which had been earned at the time of such
termination; plus (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned
after termination until the time of award exceeds the amount of such rental loss that is proved could have been reasonably
avoided; plus (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after
the time of award exceeds the amount of such rental loss that is proved could be reasonably avoided; plus (iv) any other
amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform his
obligations under this Lease or which in the ordinary course of events would be likely to result therefrom; plus (v) at
Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by
applicable State Law. Upon any such re-entry Landlord shall have the right to make any reasonable repairs, alterations or
modifications to the Premises, which Landlord in its sole discretion deems reasonable and necessary. As used in (i)
above, the "worth at the time of award" is computed by allowing interest at the rate of ten percent (10%) per annum from
the date of default. As used in (ii) and (iii) above, the "worth at the time of award" is computed by discounting such
amount at the discount rate of the U.S. Federal Reserve Bank at the time of award p lus one percent (1%). The term
"rent", as used in this Section 19, shall be deemed to be the rent to be paid pursuant to Section 3 and all other monetary
sums required to be paid by Tenant pursuant to the terms of this Lease.
19.3 Late Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord of rent or other
sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting expenses and late
charges, which may be imposed on Landlord by the terms of any mortgage or deed of trust covering the Premises.
Accordingly, if any installment of rent or any other sum due from Tenant shall not be received by Landlord or Landlord's
designee within ten (10) days after such amount shall be due, Tenant shall pay to Landlord a late charge equal to ten
percent (10%) of such overdue amount. The parties hereby agree that such late charges represent a fair and reasonable
estimate of the costs that Landlord would incur by reason of late payment by Tenant. Acceptance of such late charge by
Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amounts, nor prevent
Landlord from exercising any of the other rights and remedies granted hereunder.
19.4 Default by Landlord. Landlord shall not be in default unless Landlord fails to perform obligations
required of it within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord
and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have
theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligations;
provided that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance,
then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter
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diligently prosecutes the same to completion.
20. PARKING AND COMMON AREAS
Landlord covenants that upon completion of the Shopping Center certain common and parking areas shall be at all times
available for the non-exclusive use of Tenant during the full term of this Lease, provided that the condemnation or other
taking by any public authority, or sale in lieu of condemnation, of any or all such common and parking areas shall not
constitute a violation of this covenant, and Landlor d reserves the right to close, if necessary, all or any portion of such
common or parking areas to such extent as may in the opinion of Landlord's counsel be legally necessary to prevent a
dedication thereof or the accrual of any right of any person or of the public therein; to close temporarily all or any portion
of the common areas to discourage non-customer use; to use portions of the common areas while engaged in making
additional improvements or repairs or alterations to the Shopping Center; and to do and perform such other acts in, to,
and with respect to the common areas as Land lord shall reasonably determine to be appropriate for the Shopping Center.
Landlord further reserves the right to increase or reduce the common areas and to change the entrances, exits, traffic
lanes and the boundaries and locations of such common and par king areas, provided that no such modifications or
changes shall materially reduce the total amount of the common or parking areas available under this Section.
20.1 Landlord shall keep said parking and common areas in a neat, clean or orderly condition and shall repair
any damage to the facilities thereof, but all expenses in connection with said parking and common areas shall be charged
and pro rated in the manner as set forth in Section 5 above.
20.2 Tenant, for the use and benefit of Tenant, its agents, employees, customers, licensees and sub-tenants,
shall have the nonexclusive right in common with Landlord, and other present and future owners and tenants and their
agents, employees, customers, licensees and sub-tenants, to use said common and parking areas during the entire term
of this Lease.
20.3 Tenant, in the use of said common and parking areas, agrees to comply with such reasonable rules and
regulations and charges for parking as Landlord may adopt from time to time for the orderly and proper operation of said
common and parking areas. Such rules may include but shall not be limited to the following: (1) Restriction of employee
parking to a limited, designated area or areas; and (2) Regulation of the removal, storage and disposal of Tenant's refuse
and other rubbish at the sole cost and expense of Tenant.
21. MERCHANTS ASSOCIATION
Tenant will become a member of and participate fully and remain in good standing in the Merchants Association (only if it
has been formed), organized for tenants occupying space in the Shopping Center, and Tenant will abide by the
regulations of such Association. Each member Tenant shall have one (1) vote, and Landlord shall also have one (1) vote,
in the operation of said Association. The objects of such Association shall be to encourage its members to deal fairly and
courteously with their customers, to encourage ethical business practices, and to assist the business of the tenants by
sales promotion and center-wide advertising. Tenant agrees to pay the dues es tablished by and to the Merchants
Association, provided that in no event sh all the due paid by Tenant in any fiscal year of said Association exceed twenty
cents (20¢) per square foot of the Premises leased to Tenant. Default in payment of dues shall be treated in similar
manner to default in rent with like rights of Landlord at its option to the collection thereof on behalf of the Merchants
Association.
22. SIGNS
Tenants may affix and maintain upon the glass panes and supports of the show windows and upon the exterior walls of
the Premises only such signs, advertising placards, names, insignia, trademarks and descriptive materials as shall have
first received the written approval of Landlord as to type, size, color, location, copy nature and display qualities. Anything
to the contrary in this Lease notwithstanding, Tenant shall not fix any sign to the roof. Tenant shall, however, erect one
sign on the front of the Premises not later than the date Tenant opens for business, in accordance with a design to be
prepared by Tenant and ap proved in writing by Landlord. Tenant shall comply with the sign criteria, which is an exhibit to
this lease.
23. MISCELLANEOUS
23.1 Rules and Regulations. Tenant shall faithfully observe and comply with the rules and regulations that
Landlord shall from time to time promulgate and/or modify. Landlord shall not be responsible to Tenant for the non-
performance of any of said rules and regulations by any other tenants or occupants.
23.2 Estoppels Certificate. Tenant shall at any time and from time to time, upon not less than three (3) days
prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing (a) certifying that
this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying
that this Lease as so modified is in full force and effect), and the date to which the rental and other charge s are paid in
advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of
Landlord hereunder, or specifying such defaults if any are claimed, and (c) setting forth the date of commencement of
rents and expiration of the term hereof. Any such statement may be relied upon by any prospective purchaser or
encumbrancer of all or any portion of the real property of which the Premises are a part.
23.3 Transfer of Landlord's Interest. In the event of a sale or conveyance of Landlord's interest in the
Premises or the Shopping Center, other than a transfer for security purposes only, Landlord shall be relieved of all
obligations and liabilities accruing thereafter on the part of Landlord provided that any f unds in the hands of Landlord at
the time of transfer in which Tenant has an interest shall be delivered to Landlord's successor.
23.4 Captions; Attachments; Defined Terms.
A. The captions of paragraphs of this Lease as for convenience only and shall not be deemed to be
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relevant in resolving any question of interpretation or construction of any section of this Lease.
B. Exhibits and addenda attached or affixed hereto are deemed a part of this Lease and are
incorporated herein by reference.
C. If there be more than one Tenant, the obligations hereunder imposed shall be joint and several;
as to a Tenant which consists of husband and wife, the obligations shall extend individually to their sole and separate
property as well as community property. The term "Landlord" shall mean only the owner or owners at the time in question
of the fee title or a tenant's interest in a Master Lease of the Premises or the Shopping Center. The obligations contained
in this Lease to be performed by Landlord shall be binding o n Landlord's successors and assigns only during their
respective periods of ownership.
23.5 Entire Agreement. This Lease constitutes the entire agreement between Landlord and Tenant relative
to the Premises and supersedes any prior agreements, brochures or representations, whether written or oral. This Lease
may be altered, amended or revoked only by an instrument in writing signed by both Landlord and Tenant. This Lease
shall not be effective or binding on any party until fully executed by both parties hereto.
23.6 Severability. If any provision of this Lease shall be determined by a court of competent jurisdiction to be
invalid or unenforceable, the remainder of this Lease shall be valid and enforceable to the fullest extent permitted by law.
23.7 Cost of Suit. If Tenant or Landlord shall bring any action for any relief against the other, declaratory or
otherwise, arising out of this Lease, including any suit by Landlord for the recovery of rent or possession of the Premises,
the losing party shall pay the successful party a reasonable sum for attorney's fees, process service fees, the cost for
preparation of notices to pay rent or quit and breach of covenant notices which shall be deemed to have accrued on the
commencement of such action and shall be paid whether or not such action is prosecuted to judgement.
23.8 Time. Time is of the essence of this Lease and each and every provision hereof.
23.9 Binding Effect; Choice of Law. The parties hereto agree that all the provisions hereof are to be
construed as both covenants and conditions as though the words importing such covenants and conditions were used in
each separate paragraph hereof, and all rights and remedies of the parties shall be cumulative and not exclusive of any
other remedy at law or in equity. This Lease shall be governed by the law of the State of California.
23.10 Waiver. No covenant, term or condition or the breach thereof shall be deemed waived, except by written
consent of the party against whom the waiver is claimed, and any waiver or the breach of any covenant, term or condition
shall not be deemed to be a waiver of any covenant, term or condition. Acceptance by Landlord of any performance by
Tenant after the time the same shall have become due shall not constitute a waiver by Landlord of the breach or default of
any covenant, term or condition unless otherwise expressly agreed to by Landlord in writing.
23.11 Surrender of Premises. The voluntary or other surrender of this Lease by Tenant, or mutual
cancellation thereof, shall not work a merger, and shall at the option of Landlord terminate all or any existing subleases or
may at the option of Landlord operate as an assignment to it of any or all such subleases.
23.12 Holding Over. If Tenant remains in possession of the Premises after the expiration of the term hereof
with the written consent of Landlord, such occupancy shall be from month to month only, and not a renewal hereof or an
extension for any further term, and in such case rent and other momentary sums due hereunder shall be payable in the
amount of 150% of the last minimum monthly rent and at the time specified in this Lease, and such month to month
tenancy shall be subject to every other term, covenant and agreement contained herein.
23.13 Inability to Perform. If either party hereto shall be delayed or prevented from the performance of any act
required hereunder by reason of strike, labor trouble, acts of God or any other cause beyond the reasonable control of
such party (financial inability excepted), and such party is otherwise without fault, then performance of such act shall be
excused for the period of the delay, provided that the foregoing shall not excuse Tenant from the prompt payment of any
rental or other charge required to Tenant hereunder unless otherwise specifically so stated in this Lease.
23.14 Reasonable Consent. Wherever in this Lease Landlord or Tenant is required to give its consent or
approval to any action on the part of the other, such consent or approval shall not be unreasonably withheld.
23.15 Interest on Past Due Obligation. Except as expressly herein provided, any amount not paid to Landlord
when due shall bear interest at ten percent (10%) per annum from the due date. Payment of such interest shall not
excuse or cure any default by Tenant under this Lease.
23.16 Notices. All notices or demands of any kind required or desired to be given by Landlord or Tenant
hereunder shall be in writing and shall be deemed delivered upon personal delivery, or, if mailed, then forty-eight (48)
hours after depositing the notice or demand in the United States mail, certified or registered return receipt requested,
postage prepaid, addressed to Land lord or Tenant respectively at the addresses set forth after their signatures at the end
of this Lease.
23.17 Corporate Authority. If Tenant is a corporation, each individual executing this Lease on behalf of said
corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said
corporation in accordance with the By-Laws of said corporation, and that this Lease is binding upon said corporation in
accordance with its terms.
23.18 Recordation. Neither Landlord nor Tenant shall record this Lease. If Landlord so elects, it may record a
short form hereof, in which case Tenant agrees to execute and deliver to Landlord a notarized copy of the memorandum
of such short form.
23.19 Tenant waives the provision of Civil Code Section 1932 (2) and 1933 (4) with respect to the destruction of
the leased Premises and termination of the lease by operation of law.
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23.20 Possession of the leased Premises shall be granted to Tenant only after checks or drafts for security,
rental or improvement deposits have cleared the bank.
23.21 Covenants, Conditions, and Restrictions. Tenant acknowledges and agrees to abide by all provisions
set forth in the Covenants, Conditions, and Restrictions established for the shopping center.
23.22 Place of Venue. If there are any disputes between Landlord and Lessee under the terms of this Lease,
any legal action brought by either of the parties to this lease shall be venue in the City and County where the property is
located.
23.23 Tenant shall be responsible for complying with all Federal, State, County, City and other local regulations
and ordinances relating directly to Tenant's leased premises including any ADA re gulations that are or may become
effective that apply to Tenant's leased premises. If Tenant fails to undertake the necessary work as required by any
governmental agency within the time allowed, Landlord shall perform said work on behalf of Tenant and shall thereafter
be entitled to reimbursement from Tenant for all of said work required to comply with said regulations and ordinances.
23.24 Additional Rent. For the purposes of this Lease, “Additional Rent” shall mean all sums, charges, or
amounts of whatever nature (other than Annual Base Rent and Annual Percentage Rent) to be paid by Tenant to Landlord
in accordance with the provisions of this Lease, whether or not such sums, charges, or amounts are referred to as
“Additional Rent” and, except as otherwise set forth herein, are due ten (10) days after Tenant’s receipt of an invoice
therefor. Landlord shall have the same remedies for default in the payment for Additional Rent as for default in the
payment of Base Rent.
23.25 Landlord's Right to Relocate Premises. Landlord shall have the right to relocate the Premises to
another part of the Center in accordance with the following:
a. Decor. The new Premises shall be substantially the same in size, decor and nature as the
Premises described in this Lease, and shall be placed in that condition by Landlord at its cost.
b. Relocation. The physical relocation of the Premises shall be accomplished by Landlord at its
cost.
c. Notice. Landlord shall give Tenant at least thirty (30) days notice of Landlord's intention to
relocate the Premises.
d. Time. Landlord shall diligently pursue the relocation of the Premises and Minimum Annual Rent
and all other sums and charges payable under this Lease shall abate during the period of such relocation.
e. Costs. All incidental costs incurred by Tenant as a result of the relocation, including, without
limitation, costs incurred in changing addresses on stationery, business cards, directories, advertising, and other such
items, shall be paid by Landlord, in a sum not to exceed ).
f. Frequency. Landlord shall not have the right to relocate the Premises more than two (2) times
during the Lease Term.
g. Size. If the relocated Premises are smaller than the Premises as they existed before the
relocation. Minimum Annual Rent shall be reduced to a sum computed by multiplying the Minimum Annual Rent by a
fraction, the numerator of which shall be the total number of s quare feet in the relocated Premises and the denominator of
which shall be the total number of square feet in the Premises before relocation.
24. ACCESSIBILITY; AMERICANS WITH DISABILITIES ACT
(a) The Premises:
Have not undergone an inspection by a Certified Access Specialist (“CASp”). Note: A Certified Access Specialist
(“CASp”) can inspect the Premises and determine whether the Premises comply with all of the applicable construction-
related accessibility standards under state law. Although state law does not require a CASp Inspection of the Premises,
the commercial property owner or Lessor/Landlord may not prohibit the Lessee/Tenant from obtaining a CASp Inspection
of the Premises for the occupancy or potential occupancy of the Lessee/Tenant, if requested by the Lessee/Tenant. The
parties shall mutually agree on the arrangements for the time and manner of the CASp Inspection, the payment of the fee
for the CASp Inspection, and the cost of making any repairs necessary to correct violations of construction-related
accessibility standards within the Premises.
Have undergone an inspection by a Certified Access Specialist (“CASp”) and it was determined that the Premises
met all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq.
Lessee/Tenant acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this
Lease and agrees to keep such report confidential.
Have undergone an inspection by a Certified Access Specialist (“CASp”) and it was determined that the Premises
did not meet all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq.
Lessee/Tenant acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this
Lease and agrees to keep such report confidential except as necessary to complete repairs and corrections of violations
of construction related accessibility standards.
In the event that the Premises have been issued an inspection report by a CASp the Lessor/Landlord shall provide a copy
of the disability access inspection certificate to Lessee/Tenant within seven (7) days of the execution of this Lease.
(b) Since compliance with the Americans with Disabilities Act (ADA) and other state and local accessibility
statutes are dependent upon Lessee/Tenant's specific use of the Premises, Lessor/Landlord makes no warranty or
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representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that
Lessee/Tenant's use of the Premises requires modifications or additions to the Premises in order to be in compliance with
ADA or other accessibility statutes, Lessee/Tenant agrees to make any such necessary modifications and/or additions at
Lessee/Tenant's expense.
25. Contingency Period. Notwithstanding anything to the contrary contained herein, Tenant shall be
granted a One Hundred Eighty (180) day contingency period to pursue governmental approvals to operate a retail
cannabis store. In the event Tenant is unable to obtain said governmental approvals it may immediately cancel this lease.
Tenant shall pay to Landlord a one time non-refundable sum of $60,409.80 upon lease execution. Said sum, will not be
applicable to any rents owed to Landlord . In the event Tenant has not received its governmental approvals and is still
pursuing said approvals, the Tenant may extend the Contingency Period for another One Hundred Eighty (180) days by
paying to Landlord written notice and a non-refundable sum of $60,409.80.
26. Insurance. In the event the property insurance premiums are increased due to Tenants use, Tenant
shall agree to pay for all increases in the property insurance premiums.
27. Option to Purchase. Landlord shall grant Tenant an option to purchase tax parcel number 428-264-06
for $4,000,000. Said option will expire ninety (90) days after the rent commencement date. Both Landlord and Tenant
agree to use a CAR purchase agreement form and use best efforts to negotiate and execute this agreement.
28. Parcel Map. Upon execution of this lease Landlord shall start a parcel map to separate tax parcel 428-
264-06 from 428-264-05. Tenants Option to Purchase in Section 27 is contingent upon Landlord’s ability to provide a
separate legal parcel and Landlord agrees to use best efforts to complete the parcel map.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the date and year first above written.
Tenant: Bert Sarkis
_______________________________
11-23-2020
Date
Landlord: Oberti J Inc. Tenant: Devin Stetler
11-23-2020 11-23-2020
Date Date
Address: Address:
6475 N. Palm Ave., Suite 101 1234 McHenry Ave. Suite C
Fresno, CA 93704 Modesto, CA 95350
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Landlord’s Initial Tenant’s Initial -13-
EXHIBIT A
SITE PLAN
Tenant: Bert Sarkis
_______________________________
11-23-2020
Date
Landlord: Oberti J Inc. Tenant: Devin Stetler
11-23-2020 11-23-2020
Date Date
Address: Address:
6475 N. Palm Ave., Suite 101 1234 McHenry Ave. Suite C
Fresno, CA 93704 Modesto, CA 95350
DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C
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1) Bike Shop
2) Insurance
3) The Train Depot Restaurant
4) B auty Salon
5) Alla's Armenian Restaurant & Deli
6) Varsity Liquor
7) AVAILABLE
8) Renna's Meat Market
9) AVAILABLE
lO)AVAILABL E
11) AVAILABL E
12) AVAILABLE
13) C YSA Soccer
14) Family Dentistry
1 S) Chevron Fuel & Store
16) Lola's Mexican Food
1 2 3 4 S
E Willis Ave.
\
6
15 c ....... = .:;J
E. Ashlan Ave.
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Landlord’s Initial Tenant’s Initial -14-
EXHIBIT B
WORK OF IMPROVEMENT
1. Tenant has inspected leased space and will take leased space in an "as is" condition. Landlord will perform the
following:
Landlord shall deliver the space with all electrical, plumbing and HVAC in good working order at time of delivery.
Tenant: Bert Sarkis
_______________________________
11-23-2020
Date
Landlord: Oberti J Inc. Tenant: Devin Stetler
11-23-2020 11-23-2020
Date Date
Address: Address:
6475 N. Palm Ave., Suite 101 1234 McHenry Ave. Suite C
Fresno, CA 93704 Modesto, CA 95350
DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C
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Landlord’s Initial Tenant’s Initial -15-
EXHIBIT C
OPTIONS
1. Option Landlord shall grant Two (2), Five (5) year options to renew at 3% annual increases. Tenant must
exercise their option in writing, certified delivery, to the Landlord no later than 180 days prior to the initial lease
expiration.
Tenant: Bert Sarkis
________________________________
11-23-2020
Date
Landlord: Oberti J Inc. Tenant: Devin Stetler
11-23-2020 11-23-2020
Date Date
.
Address: Address:
6475 N. Palm Ave., Suite 101 1234 McHenry Ave. Suite C
Fresno, CA 93704 Modesto, CA 95350
DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C
jcDocuSigned by:
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Landlord’s Initial Tenant’s Initial -16-
EXHIBIT D
MINIMUM MONTHLY RENTAL SCHEDULE
MINIMUM MONTHLY RENTAL SCHEDULE
Which shall commence upon Tenants receipt of its governmental approvals to open a retail cannabis facility.
Months Rent/Month NNN Rent/Year NNN
1-12 $ plus NNN $plus NNN
13-24 $ plus NNN $plus NNN
25-36 $ plus NNN $plus NNN
37-48 $ plus NNN $plus NNN
49-60 $ plus NNN $plus NNN
Tenant: Bert Sarkis
_______________________________
11-23-2020
Date
Landlord: Oberti J Inc. Tenant: Devin Stetler
11-23-2020 11-23-2020
Date Date
Address: Address:
6475 N. Palm Ave., Suite 101 1234 McHenry Ave. Suite C
Fresno, CA 93704 Modesto, CA 95350
DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C
jcDocuSigned by:
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Landlord’s Initial Tenant’s Initial -17-
EXHIBIT “E”
SIGN CRITERIA
This criteria has been established for the purpose of maintaining a co ntinuity of quality and aesthetics throughout the
Shopping Center for the mutual benefit of all tenants, and to comply with the regulations of the City where the property is
located.
The intent of the sign criteria is to offer the tenant design flexibility and to encourage different types of letter styles and
colors. The signs specified will offer optimum tenant identity when designed in conformance with the design standards.
Conformance will be strictly enforced, and any installed non-conforming or unapproved signs will be removed at Tenant’s
expense.
Tenants designated by Landlord as major tenants (10,000 square feet or larger) or freestanding single tenant buildings
shall not be subject to the detailed provisions contained in these criteria, but will be considered in a case-by-case basis
and subject to Landlord’s review and approval and the sign ordinance of the City where the property is located.
I. GENERAL REQUIREMENTS:
A. Prior to fabrication or applying for city approvals, each tenant shall sub mit to the Landlord, for
written approval, three (3) copies of detailed shop drawings (one (1) in full color) of the proposed sign, prepared
by a sign contractor indicating the location, size, layout, design, color, illumination, materials, and method of
attachment and indicating conformance with the criteria set forth herein.
B. All signs shall be reviewed by the Landlord for conformance with the sign criteria. Approval or
disapproval of sign submittals shall remain the sole and absolute right of the Landlord.
C. All permits, approvals, consents and licenses, and all fees and costs for or related to signs and
their installation shall be obtained and paid, as applicable, by the Tenant or its representative.
D. All signs shall be constructed at the Tenant’s expense.
E. Tenant shall be responsible for the installation and maintenance of Tenant’s sign. Should
Tenant’s sign require maintenance or repair, Landlord shall give Tenant ten (10) days written notice to affect the
maintenance or repair. Should Tenant fail to do so, Landlord shall undertake repairs and Te nant shall reimburse
Landlord within ten (10) days from receipt of invoice.
F. Exposed raceway, conduits, neon tube conductors and transformers are prohibited.
G. Animated, flashing or audible signs are prohibited.
II. STYLE:
Tenant signs must be self-illuminated individual channel letters, 4.5” deep, flush mounted to building.
III. CONSTRUCTION REQUIREMENTS:
A. All channel letters are to be fabricated using .040 aluminum.
B. All sign bolts, fastenings and clips shall be hot-dipped galvanized iron, stainless steel, aluminum,
brass, bronze, nickel or cadmium plated. No black iron materials of any type will be permitted.
C. All cabinets, conductors, cross-overs, transformers, wiring and other equipment must be
concealed behind the sign fascia.
D. The face of the channel letters and logos shall be acrylic plastic (3/16” thick minimum) fastened to
the metal frame by a trim cap matching the color of the letter returns.
E. All signs and their installation must comply with all local building and electrical codes and other
laws, and bear U.L. label if required by the local governing agency.
F. The stroke of the letter will dictate the number of rows of neon tubing and the milli-amp
requirements for internal illumination. The tubing is to be installed and labeled in accordance with the “National
Board of Fire Underwriters Specifications”.
G. All signs shall have service access to neon, transformers and wiring.
H. Penetrations through building walls required for sign installation shall be sealed for watertight
condition with silicone sealant.
I. Sign contractor shall be responsible for the fulfillment of all requirements and specifications,
completing the installation in a workable manner, cleanup, patching and painting all surfaces damaged by
installation or removal.
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IV. INSTALLATION:
A. All signs are to be installed under the direction of the project superintendent. Sign work is not to
commence on Tenant’s Premises unless a signed copy of the approved shop drawings have be en reviewed by
the project superintendent or owner’s other representative. Each sign will be inspected for conformance with the
detailed shop drawings.
B. Tenant’s sign contractor shall completely install and connect the sign display.
C. The sign contractor shall repair any damage to the building caused by his work. All penetrations
of the building shall be neatly sealed in a watertight condition and shall be patched to match the adjacent finish.
Damage to the building that is not repaired by the sign contractor shall be corrected at Tenant’s expense.
D. Landlord will inspect Tenant’s sign installation and require Tenant to have any discrepancies
and/or code violations and other violations of applicable Laws corrected at Tenant’s expense.
V. LOCATION:
All signs shall be centered on sign facia vertically and horizontally.
VI. GUARANTEE:
The entire sign display shall be guaranteed for one (1) year against defects in material and workmanship.
Defective parts shall be replaced without charge.
VII. INSURANCE:
The sign company shall carry workmen’s compensation and public liability insurance against all damage suffered
or done to any and all persons and/or property while engaged in the construction or installation of signs in the
amount of $1,000,000.00 per occurrence.
VIII. ALLOWABLE AREA:
Maximum Height:
Twenty-four inches (24”) or thirty inches (30”) if the approved sign consists of two (2) rows of lettering.
Maximum Length:
75% of store frontage or 80% of the width of the architectural element (such as the fascia) upon which the sign is
placed.
IX. NUMBER:
Each tenant will be permitted and required to furnish only one (1) fascia sign unless the Premises has frontage on
more than one side, in which case Tenant will be required to furnish signage on each frontage.
X. COLOR:
Variations of color from one tenant to another is encouraged. All letters of the sign shall be one color. Logo
colors may differ from sign color. All sign colors to be approved at the discretion of the Landlord and City Planner.
XI. LOGOS:
Tenant will be permitted to display one (1) logo at each sign location. The logo area shall be included within the
sign area limitation. The logo shall be defined as a graphic symbol commonly used by the Tenant for
identification. The logo shall have a metal channel outline of the symbol with construction as required for
Tenant’s channel letters.
XII. STORE FRONT AND RECEIVING DOOR SIGNAGE:
A. Tenant shall be permitted to place a sign of not more than 144 square inches at t he bottom of the
window panel adjacent to the storefront entry door. The sign shall be decaled or adhered lettering indicating
hours of business, emergency phone numbers, approved credit cards, etc. No other window signage will be
permitted at any time.
B. Street address numbers will be installed by Landlord above storefront entry door. Tenant may
install a sign 3” high, black vinyl adhesive Helvetica medium letter on rear service door for business identification.
Lettering shall be centered on door 5’ above the finished floor.
XIII. PROHIBITED SIGNAGE:
A. Except as provided herein, no advertising placards, external displays, decorative lighting, flags,
balloons, banners, pennants, names, insignia, trade marks or other descriptive material, shall be affixed or
maintained upon either the interior or exterior glass panes and supports of the show windows and doors or upon
the exterior walls of the buildings.
B. Signs on or affixed to trucks, automobiles, trailers or other vehicles which advertise, identify, or
provide direction to a use or activity not related to its lawful making of deliveries of sales or merchandise or
rendering of services from such vehicles is prohibited.
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C. Any temporary signage located on public property (streets, medians, sidewalks, traffic control
sign posts, utility poles, trees, etc.)
D. Signs that include moving, swinging, rotating, flashing, animated or audible components.
E. Signs consisting of inflatable balloons and billboards.
F. Pole, pylon or monument signs other than those constructed by and approved by Landlord.
XIV. EXPIRATION OF LEASE TERM:
At the expiration or a sooner termination of Tenant’s lease term, Tenant shall remove its signs and patch and
paint the sign facia to match the adjacent finish.
XV. MAJOR TENANTS:
The provisions of this sign criteria shall not be applicable to identification signs of occupancies designated by the
Landlord as major tenants (10,000 square feet or larger) or freestanding single tenant buildings. These tenants
may install their standard signage, which appears on buildings operated by them in California providing the signs
are architecturally compatible and have been approved by the Landlord and the City of Fresno.
XVI. PYLON/MONUMENT SIGNS:
Only tenants with lease provisions providing for sign placement on Landlord constructed pylon and/or monuments
sign(s) shall be entitled to such placement.
XVII. APPROVAL:
A. All sign proposals shall be submit ted in duplicate (2) for written approval prior to manufacture and
installation to:
Dana Butcher Associates
6475 N. Palm Avenue, Suite 101
Fresno, CA 93704
Fax: 559-446-2001
B. Any signs not complying with these criteria must be approved by Landlord in writing prior to
installation.
C. It is understood that Tenant does not have approval until both Landlord and the appropriate
governmental agencies have given their approvals.
Tenant: Bert Sarkis
_______________________________
11-23-2020
Date
Landlord: Oberti J Inc. Tenant: Devin Stetler
11-23-2020 11-23-2020
Date Date
Telephone: (559) 446-2001 Telephone: (209) 554-0811
Address: Address:
6475 N. Palm Ave., Suite 101 1234 McHenry Ave. Suite C
Fresno, CA 93704 Modesto, CA 95350
DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C
jcDocuSigned by:
L ~E84CL
Landlord’s Initial Tenant’s Initial -20-
EXHIBIT F
NO BROKER LIABILITY FOR HAZARDOUS MATERIALS AND TOXIC WASTE
Tenant acknowledges that various materials utilized in the construction of any improvements on the property may contain
materials that have been or may in the future be determined to be hazardous or undesirable and may need to be specially
treated, specially handled and/or removed from the property. For example, some electrical transformers and other
electrical components can contain PCBs, and asbestos has been used in a wider variety of building components such as
fire-proofing, heating and cooling equipment, air duct insulation, acoustical tiles, spray on acoustical materials, linoleum,
floor tiles, and plaster. Du e to current or prior uses, the property or improvements may contain materials such as metals,
minerals, chemicals, hydrocarbons, biological or radioactive materials and other substances which are considered, or in
the future may be determined to be, hazardous materials, toxic wastes or undesirable substances, such items also may
be in above- and below-ground containers on the property or may not be accessible or noticeable. The Brokers in this
transaction have no expertise with respect to the detection or identification of undesirable substances,
hazardous materials or toxic wastes. Proper inspections of the property by qualified experts are an absolute necessity
to determine whether or not there are any current or potential undesirable substances, hazardous materials or toxic waste
problems related to the property. The Brokers in this transaction have not made any representations, either
expressed or implied, regarding the existence or non-existence of toxic waste, hazardous materials, or
undesirable substances. It is the responsibility of Owner and Tenant to retain qualified experts to deal with the detection
and correction of such matters and to consult legal counsel of their choice to determine what provisions, if any, they may
wish to add to this Contract regarding toxic wastes, hazardous materials or undesirable substances.
RECEIPT/NO BROKER ADVICE
The undersigned parties hereby acknowledge receipt of a copy of Contract and certify that they have read and understand
the provisions hereof and further acknowledge that they have not received or relied upon any statements or
representations by Broker(s), which are not contained herein. Tenant and Owner each hereby acknowledge and agree
that they have not received or relied upon any legal or tax advice or any representations not contained herein by either
Listing Broker or Selling Broker, including, without limitation, the legal sufficiency or effect of this Contract or the federal,
state or local tax consequences or the within transaction, and that if they desire any legal or tax advice they must consult
with their own attorney and/or accountant.
Tenant: Bert Sarkis
______________________________
_____________
Date
Landlord: Oberti J Inc. Tenant: Devin Stetler
11-23-2020 11-23-2020
Date Date
Address: Address:
6475 N. Palm Ave., Suite 101 1234 McHenry Ave. Suite C
Fresno, CA 93704 Modesto, CA 95350
DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929E
11/23/2020
DocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C
jcDocuSigned by:
L ~E84CL
Section 1.1 . Principal Office.
BYLAWS OF
PHENOS COOPERATIVE, INC .
ARTICLE 1. OFFICES
The Board of Directors shall fix the location of the principal executive office of the Corporation
at any place within or outside the State of California. The current principal place of business is 304
Motor City Court, Modesto, CA 95356. The mailing address for the corporation is 2908 E. Whitmore
Avenue #H-216, Ceres , CA 95307.
Section 1.2. Other Offices.
Branch or subordinate offices may be established at any time and at any place by the Board of
Directors.
ARTICLE 2. MEMBERS
Section 2.1. Admission of Members.
The Corporation's members shall be admitted only upon proof that he or she: (1) resides in
California and is an adult over the age of eighteen; and (2) possesses an original current
recommendation from a licensed California physician for use of medical cannabis. Non-members may
be admitted upon proof of being an adult over age 21.
Section 2.2. Automatic Withdrawal.
All members shall forever be withdrawn from membership automatically at 12:01 a.m . on the
date upon which the member's physician's recommendation for medical cannabis expires, and such
withdrawal shall remain in effect until such member provides proof of an original current physician 's
recommendation.
Section 2 .3. Classification of Members.
The Corporation's voting members shall each be entitled to one vote at any general meeting of
the Corporation.
Section 2.4. General Meeting of Members.
The voting rights of each member are equal and each member is entitled to one vote. The
Corporation's Board of Directors may, in its discretion, conduct a general meeting the Corporation.
Section 2 .5 . Notice and Manner of Meeting.
Notice of the date , time and location of any general meeting shall be posted in a prominent
place inside the principal place of business for seven (7) consecutive days prior to any general meeting.
Members shall be permitted to attend the meeting and vote by electronic means , including telephone ,
iMessage, SMS-text, email or other means as to be determined by the Board of Directors.
BYLAWS -Phenes Cooperative, Inc. PAGE I of9
Section 2.6 . Proprietary Interests of Members .
The proprietary interests of each member of the Corporation are unequal , and the proprietary
interests of each members shall be determined by a unanimous vote in the discretion of the Board of
Directors.
Section 2.7 . Members ' Management Action Assigned to Board of Directors.
Any action that would otherwise require approval by a majority of all members or approval by
the members shall require only approval of the Board of Directors. All rights that would otherwise vest
under the Cooperative Corporation Law in the members shall vest in the Directors.
ARTICLE 3. DIRECTORS
Section 3 .1. Number.
The Corporation shall have no more than five Directors , with the ex act number of Directors to
be fi x ed by a resolution adopted by the Board of Directors. Collectively, Directors shall be known as
the Board of Directors .
Section 3 .2. Terms of Office.
Each Director shall hold office for life until the earlier of death, resignation , or removal of such
Director. Upon the death , resignation or removal of a Director, such Director 's positions , membership ,
offices , interest, management and participation in the Corporation shall cease and the remaining
Director(s) shall in equal shares assume such Director 's positions, membership , offices , interest,
management and participation in the Corporation.
Section 3.3. Nomination.
Any natural person may be nominated by the method of nomination authorized by the Board or
by any other method authorized by law.
Section 3.4. Election.
The Directors shall be elected at meetings of the Board of Directors or as prescribed in Section
3.7 of these Bylaws. The candidates receiving the highest number of votes up to the number of
Directors to be elected shall be elected. Each director may cast one vote.
Section 3.5. Compensation.
Directors and members of committees of the Board may be compensated for their services or
reimbursed for expenses , as fixed or dete1mined by resolution of the Board of Directors . This section
shall not be construed to preclude any Director from serving the Corporation in any other capacity, as
an officer, agent, emplo y ee , or otherwise, or from receiving compensation for those services .
BYLAWS -Phenos Cooperative, Inc. PAG E 2 of9
Section 3.6. Meetings.
(a) Call of Meetings.
Special meetings of the Board may be called by the President or the Secretary or any Director.
Regular meetings of the Board may be held without notice at such time and place as the Board may fix.
(b) Place of Meetings.
All meetings of the Board shall be held at any place within or outside California that has been
designated by resolution of the Board or in the notice of the meeting, or if not so designated , at the
principal office of the Corporation as specified in Section 1.1 of these Bylaws.
(c) Notice of Meetings .
Notice of the time and place of meetings requiring notice shall be given to each Director by (a)
first-class mail , postage prepaid; (b) personal delivery of written notice ; ( c) telephone , including a
voice messaging system or other system of technology designed to record and communicate messages ,
either directly to the Director or to a person at the Director's office who would reasonably be expected
to communicate that notice promptly to the Director ; (d) facsimile ; (e) electronic mail; or (f) other
electronic means. All such notices shall be given or sent to each Director 's contact information shown
on the Corporation 's records. Notices sent by first-class mail shall be deposited in the United States
mail at least four (4) days before a meeting . Notices given. by other means shall be sent at least forty-
eight 48 hours before the time set for the meeting. Notice of the meeting need not be given to any
Director who signs a waiver of notice or a written consent to holding the meeting, or an approval of the
minutes thereof, whether before or after the meeting , or who attends the meeting without protesting
prior thereto or at its commencement, the lack of such notice either before or at the Commencement of
the meeting.
(d) Quorum.
A majority of the authorized number of Directors constitutes a quorum of the Board for the
transaction of business except as hereinafter provided.
( e) Transactions of the Board.
Except as otherwise prov ided in the Articles, in these Bylaws, or by law, every act or decision
done or made by a majority of the Directors present at a meeting duly held at which a quorum is
present is the act of the Board; provided, however, that any meeting at which a quorum was initially
present may continue to transact business notwithstanding the withdrawal of Directors if any action
taken is approved by at least a majority of the required quorum for such meeting, or such greater
number as required by law, the Articles , or these Bylaws.
(f) Conduct of Meetings.
The President of the Corporation, or any Director selected by the Directors present, shall
preside at meetings of the Board of Directors. The Secretary of the Corporation or, in the Secretary 's
ab sence , any person appointed by the presiding officer, shall act as Secretary of the Board. Members of
the Board of Directors may participate in a meeting through use of conference telephone or similar
BYLAWS -Phenos Cooperative, Inc . PAG E 3 of9
communications equipment, so long as all members participating in such meeting can hear one another.
Such participation shall constitute personal presence at the meeting. Meetings shall be governed by
"Robert's Rules of Order," as such rules may be revised from time to time , insofar as such rules are not
inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this
Corporation, or with provisions of law.
(g) Adjournment.
A majority of the Directors present, whether or nor a quorum is present, may adjourn any
meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours ,
notice of the adjournment to another time or place must be given prior to the time of the adjourned
meeting to the Directors who were not present at the time of the adjournment.
Section 3 . 7. Action Without Meeting.
Any action required or permitted to be taken by the Board of Directors may be taken without a
meeting, if all members of the Board of Directors individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board
of Directors. Such action by written consent shall have the same force and effect as the unanimous
vote of the Directors.
Section 3.8. Removal of Directors.
(a) Removal for Cause.
The Board of Directors may, but shall not be required to, declare vacant any office of a Director
on the occurrence of any of the following events:
(b)
( 1) The Director has been declared of unsound mind by a final order of a court;
(2) The Director has been found by a final order or judgment of any court to have breached
duties imposed by Sections 5230 through 5239 of the Corporations Code on directors who
perform functions with respect to assets held in charitable trust; or
(3) The Director has failed to attend three (3) consecutive meetings of the Board.
Removal Without Cause.
Any Director may be removed without a cause if such removal is approved by the Board of
Directors within the meaning of Section 5032 of the Corporations Code.
Section 3.9. Resignation of Director.
Any Director may resign effective on giving written notice to the President, the Secretary, or
the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation is effective at a future time, a successor may be elected to take
office when the resignation becomes effective. A Director shall not resign where the Corporation
would then be left without a duly elected Director or Directors in charge of its affairs.
BYLAWS -Phenos Cooperative, Inc. PAGE4 of9
Section 3.10 . Vacancies on the Board.
(a) Causes.
Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any
Director; whenever the number of Directors authorized is increased; and on the failure of any election
to elect the full number of Directors authorized. Any reduction in the authorized number of Directors
shall not, by itself, result in any Director being removed.
(b) Filling Vacancies by Directors.
Vacancies on the Board of Directors may be filled by approval of the Board of Directors , or, if
the number of Directors then in the office is less than a quorum, by (1) the unanimous written consent
of the Directors then in the office; (2) the affirmative vote of a majority of Directors then in office at a
meeting held pursuant to notice or waivers of notice as provided in these Bylaws; or (3) a sole
remaining Director.
Section 3 .1 1. Committees.
(a) The Board may, by resolution adopted by a majority of the number of Directors then in office ,
provided that a quorum is present, create one or more committees, each constituted of two or more
Directors , to serve at the pleasure of the Board. Appointments to such committees shall be by a
majority vote of the Directors then in office. The Board may appoint one or more Directors as alternate
members of any committee, who may replace any absent member at any meeting of the committee.
Any such committee, to the extent provided in the resolution of the Board, shall have all the authority
of the Board, except with the respect to:
(1) The filling of vacancies on the Board or on any committee that has authority of the
Board;
(2) The fixing of compensation of the Directors for serving on the Board or on any committee;
(3) The amendment or repeal of these Bylaws or the adoption of new Bylaws;
( 4) The amendment or repeal of any resolution of the Board that by its express terms is not
so amendable or repealable.
(5) The appointment of committees of the Board or the members thereof.
( 6) The expenditure of corporate funds to support a nominee for Director after there are
more people nominated for Director than can be elected.
(7) With respect to any assets held in charitable trust, the approval of any self-dealing
transaction except as provided in paragraph (3) of subdivision (cl) of Section 5233 of the
Corporations Code.
(b) Subsection (a) shall not apply to any committee that does not exercise the authority of the Board.
(c) Unless these Bylaws otherwise provide, the Board may delegate to any committee powers as
BYLAWS -Phenos Cooperative, Inc. PAGE 5 of9
authorized by Section 5210 of the Corporations Code, but may not delegate the powers set forth in
paragraphs (1) through (7) of subsection (a) of this Bylaw section.
(d) Meetings and actions of committees of the Board shall be governed by, held, and taken under
the provisions of these Bylaws concerning meetings and other Board actions. Minutes of each meeting
shall be kept and shall be filed with the corporate records .
ARTICLE 4. OFFICERS
Section 4.1. Number and Titles.
The officers of the Corporation shall be a President, a Secretary, a Chief Financial Officer, and
such other officers with such titles and duties as shall be determined by the Board and as may be
necessary to enable the corporation to sign instruments. Any ·number of offices may be held by the
same person.
Section 4.2. Appointment and Removal of Officers .
The officers shall be chosen by and serve at the pleasure of the Board, subject to the rights , if
any, of an officer under any contract of employment. Officers may be removed with or without cause
by the Board of Directors by the affirmative vote of a majority of all of the Directors.
Section 4.3. Resignation of Officers.
Any officer may resign at any time by giving written notice to the Board. The resignation shall
take effect on the date the notice is received or at any later time specified in the notice . Unless
otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation
shall be without prejudice to any rights of the Corporation under any contract to which the officer is a
party.
Section 4.4 . Responsibilities of Officers.
(a) President.
Subject to the control of the Board, the President shall be the Chief Executive Officer and
general manager of the Corporation. The President shall supervise, direct, and control the
Corporation's activities , affairs , and officers. The President shall have such other powers and duties as
the board may designate.
(b) Secretary.
The Secretary shall keep or cause to be kept a book of minutes o f all meetings , proceedings, and
actions of the Board and of committees of the Board. The minutes of meetings shall include the time
and place that the meeting was held; whether the meeting was annual , general , or special, and, if
special, how authorized ; the notice given; and the names of persons present at meetings.
The Secretary shall give, or cause to be gi v en, notice of all meetings of the Board and of
BYLAWS -Phenos Cooperative, Inc . PAGE 6 of9
committees of the Board that these Bylaws require to be given. The Secretary shall keep or cause to be
kept a copy of the Articles oflncorporation and Bylaws, as amended to date. The Secretary shall keep
the corporate seal in safe custody and shall have such other powers and perform such other duties as the
Board may designate .
(c) Chief Financial Officer.
The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and accounts of the Corporation 's properties and transactions . The books
of account shall be open to inspection by any Director at all reasonable times.
The Chief Financial Officer shall (i) deposit, or cause to be deposited, all money and other
valuables in the name and to the credit of the Corporation with such depositories as the Board may
designate; (ii) disburse the Corporation's funds as the Board may order; (iii) render to the President and
the Board, when requested, an account of all transactions and of the financial condition of the
Corporation; and (iv) have such other powers and perform such other duties as the Board may
desi g nate.
If required by the Board, the Chief Financial Officer shall give the Corporation a bond in the
amount and with the surety or sureties specified by the Board for faithful performance of the duties of
the office and for restoration to the Corporation of all of its books , papers , vouchers , money, and other
property of every kind in the possession or under the control of the Chief Financial Officer on his or her
death, disability , resignation, retirement, or removal from office.
ARTICLE 5. CORPORATE RECORDS AND REPORTS
Section 5 .1 . Keeping Records.
The Corporation shall keep adequate and correct records of account and minutes of the
proceedings of the Board and committees of the Board. The minutes shall be kept in written form .
Other books and records shall be kept either in written form or in any other form capable of being
converted into written form. The Corporation shall keep at its principal California office the original or
a copy of the Articles oflncorporation and Bylaws, as amended to the current date.
Section 5.2. Fiscal Year.
The fiscal year of the Corporation shall end at the close of business on December 31 of each year.
Section 5.3 . Annual Report.
The Board shall cause an annual report to be prepared not later than one hundred twenty (120)
day s after the close of the Corporation's fiscal year. The report shall contain a balance sheet as of the
end of the fiscal year, an income statement, and a statement of changes in financial position for the
fiscal year, and shall be accompanied by any report thereon of independent accountants , or if there is no
such report, the certificate of an authorized officer of the Corporation that such statements where
prepared without audit from the books and records of the Corporation. The annual report shall be
furnished to all Directors. This Section shall not apply if the Corporation receives less than in
gross revenues or receipts during the fiscal year.
BYLAWS -Phenos Cooperative, Inc. PAGE 7 of9
Section 5.4. Annual Statement of Certain Transactions and Indemnifications .
As part of the annual report, or as a separate document if no annual report is issued, the
Corporation shall annually prepare and furnish to its Directors a statement of any transaction or
indemnification of the following kinds within 120 days after the end of the Corporation's fiscal year:
(a) Any transaction (i) to which the Corporation, its parent, or its subsidiary was a party, (ii) which
involved more than $50,000 or was one of a number of such transactions with the same person
involving, in the aggregate , more than $50 ,000 , and (iii) in which any Director or Officer of the
Corporation had a direct or indirect material financial interest (a more common directorship is not a
material financial interest).
The statement shall include a brief description of the transaction, the names of interested
persons involved, their relationship to the Corporation, the nature of their interest in the transaction,
and, when practicable, the amount of that interest, except that, in a partnership in which such person is
a partner, only the partnership interest need be stated.
(b) A brief description of the amounts and circumstances of any loans, guaranties , indemnifications ,
or advances aggregating more than $10 ,000 paid during the fiscal year to any Officer or Director of the
Corporation, unless the loan, guaranty, indemnification, or advance is not subject to Corporations Code
section 7235(a).
ARTICLE 6. BYLAW CONSTRUCTION AND CHANGE S
Section 6.1 Construction and Definitions.
Unless the context requires otherwise , the general provisions , rules of construction , and
definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws.
Without limiting the generality of the preceding sentence, the masculine gender includes the feminine
and neuter, the singular includes the plural , the plural includes the singular, and the term "person"
include s both a legal entity and a natural person.
Section 6.2. Bylaws Changes .
Bylaws may not be adopted, amended , or repealed unless by unanimous vote of all seated
Board of Directors at a duly noticed special meeting, following review and consideration of
amendments by a Bylaws Committee.
/Ill
Ill/
BYLAWS -Pheno s Cooperative, Inc. PAG E 8 of9
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□
FT22282
FILED
In the office of the Secretary of State
of the State of California
PHENOS COOPERATIVE, INC.
DEC-28 2017
C4085300
304 MOTOR CITY COURT, MODESTO, CA 95356
2908 E. WHITMORE AVENUE #H-216, CERES, CA 95307
DEVIN STETLER 304 MOTOR CITY COURT, MODESTO, CA 95356
DEVIN STETLER 304 MOTOR CITY COURT, MODESTO, CA 95356
DEVIN STETLER 304 MOTOR CITY COURT, MODESTO, CA 95356
ARTHUR D. HODGE
[Note: The person designated as the corporation's agent MUST have agreed to act in that capacity prior to the designation.]
701 PALOMAR AIRPORT ROAD, SUITE 300, CARLSBAD, CA 92011
12/28/2017 ARTHUR D. HODGE ATTORNEY/AGENT
PLANNING AND DEVELOPMENT DEPARTMENT
2600 Fresno Street • Third Floor Jennifer K. Clark, AICP, Director
Fresno, California 93721-3604
(559) 621-8277 FAX (559) 498-1026
November 19, 2020 Please reply to:
Rob Holt
(559) 621-8056
Devin Stetler
Phenos of Fresno
3065 E Ashlan Ave
Fresno, CA 93726
Dear Applicant:
SUBJECT: ZONING INQUIRY NUMBER P20-04224 REQUESTING INFORMATION
REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 3065 EAST
ASHLAN AVENUE
(APN 428-264-06)
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 CC, which is one of the allowable zone districts for
cannabis retail businesses. Development standards of the CC zone district are available
in Sections 15-1203, 15-1204, and 15-1205 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 P20-04224
3065 East Ashlan Avenue
Page 2
November 19, 2020
Although the subject property is located within 800 feet of Pyle Elementary School, the
existing tenant space within the multi-tenant retail building, located at 3065 East Ashlan
Avenue (give general location of tenant space, i.e. central part of the building etc.) on the
subject property is not located within 800 feet of the property boundary of any of the
above-mentioned uses. The subject building meets the separation requirements,
per Section 15-2739.B.1.b of the FMC, for a cannabis retail business.
3. Prior to commencing operations, a cannabis retail business must obtain a Cannabis
Conditional Use Permit from the Planning and Development Department per Section 15-
2739.N of the FMC.
4. No more than 2 cannabis retail businesses may be located in any one Council District. If
more than 14 are ever authorized by Council (more than 2 per Council District), they
shall be dispersed evenly by Council District.
The subject property is in Council District 4. There are currently no cannabis retail
businesses located in Council District 4. This location requirement is satisfied for a
cannabis retail business.
Please review the entirety of Article 33, Chapter 9 (Cannabis Retail Business and
Commercial Cannabis), and Section 15-2739 (Adult Use and Medicinal Cannabis Retail
Business and Commercial Cannabis Business) of the FMC to understand other
requirements of cannabis retail businesses, including but not limited to, application
requirements, signage, etc.
This information was researched by the undersigned per the zoning request. The undersigned
certifies that the above information contained herein is believed to be accurate and is based
upon, or relates to, the information supplied by the requestor. The City of Fresno assumes no
liability for errors and omissions. All information was obtained from public records held by the
Planning and Development Department.
A copy of the Fresno Municipal Code may be obtained by contacting the City Clerk’s office at
559-621-7650. The Fresno Municipal Code may also be searched on the Internet, free of
charge, by going to www.fresno.gov. If you have questions regarding this matter, please
contact me by telephone at 559-621-8056 or at Robert.Holt@fresno.gov.
Cordially,
Rob Holt, Planner III
Development Services Division
Planning and Development Department
To Whom It May Concern,
PHen-s
3065 E. Ashlan Ave.
Fresno ,CA 93726
December 1, 2020
Within one year of receiving an annual license, Phenos of Fresno will employ one supervisor
and one employee who will have successfully completed a Cal-OSHA 30-hour general
industry outreach course offered by a training provider that is authorized by an OSHA
Training Institute Education Center to provide the course.
Owner, Phenos of Fresno
To Whom It May Concern,
PHen s
3065 E. Ashla n A v e
Fresno , Ca 93726
December 1, 2020
I, Devin Stetler, state and sign under penalty of perjury that all information contained in this
application for Phenos of Fresno is true and correct.
Owner, Phenos of Fresno