Loading...
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. I​NTRODUCTION​ - T​HE​ P​REMIER​ G​ROUP 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 RIVERBANK CENTRAL CJ\LIFORNIJ\ PHen~s TURLOCK FUEGO OZ~I bl t)e flRE DISTRIBUTION HUB CULTIVATION , DISTRIBUTION CULTIVATION, MANUFACTURING, DISTRIBUTION 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 Iii' Iii' Iii' Iii' 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 PLEASE KEEP YOUQ SOCIAL DISTANCE infectious diseases such as the Coronov,rus Dts lim1tm9 contoct between you ond other peo Please use the floor markers below to maintain social distance. /{; ';A tlfAl.TH • H RVICU ACt'NCt' 2. Floor markers to keep patients/ customers spaced 6ft apart ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group 3. Limited the number of people allowed in the stores (necessitating the line outside the building) 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 ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group 7. Hand sanitizer at all registers ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group 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 ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group 10. Continuously disinfecting all high-contact surfaces and paths of customer travel ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL 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 ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group Average Wait lime Today 10min37s Average Spent per Patient PLE AS E KEEP YOUD SO CIAL DISTANCE i#hihl·Mli 1+JM al dislone1n9 ls a way to slow down or stop the spread of us d,seoses such as the Coronov/rvs Disease (COVID-19J by lim,1,ng eon!oct between you and other people. PLE A SE KEEP YOU~ SO C IAL DISTANCE Soc:iol d,stone,ng ,so WO'/ lo slow down or stop 1he spread of nlectiousd,S&<:1,;esouchostheCo,onav,n.,sO,sao-.. /COVID-':91b, l,m,t.ngcontoctbetweenyouondC'fh~ et;ol.& t 6ft Please use the floor markers below to maintain soclal distance. ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group iiUMUf.#iD p,,,rtff iti .fil't'MIC Millet •li•Mi¼Mtl OdiUliDMf rilt•mllWIWDi ■!H PHen-fs FOR A LIMITED Tl 13. If a person entering the building doesn’t have a mask, one is provided to them free of charge ​Patient Care First Flavors Phenos blueFIRE Firehouse Packs FuegoAZUL The Premier Group The Premier Group BrandsOUR EXCLUSIVES HH!.lY ~ ~wlG~deff •. • KOROVA UNRIVALED. 0 .,, , ffl A_ LOSANGELES teokles-'""" LOUDPACK Kl/.dh, Buddies · ~ -@.-CANNAVI~ .. -,.__ 11J(m~ ~rQNr . ~.:,.Y - SHERBINSKIS f vlOl A ~ CENTURION ~ ~ CRESco· ~ t1BUDDY BUDDY ~ ~ SFCullivators   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. 13 THE PREMIER CROUP 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. Section 2: Social Policy and Local Enterprise Plan   The Premier Group : The largest tax contributor in every city we operate. 14 THE PREMIER CROUP 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   The Premier Group : The largest tax contributor in every city we operate. 15 THE PREMIER CROUP (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   The Premier Group : The largest tax contributor in every city we operate. 16 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   The Premier Group : The largest tax contributor in every city we operate. 17 THE PREMIER CROUP 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. Section 2: Social Policy and Local Enterprise Plan   The Premier Group : The largest tax contributor in every city we operate. 18 THE PREMIER CROUP 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   The Premier Group : The largest tax contributor in every city we operate.   19 THE PREMIER CROUP 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. Section 3: Neighborhood Compatibility Plan   The Premier Group : The largest tax contributor in every city we operate.   20 THE PREMIER CROUP 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   The Premier Group : The largest tax contributor in every city we operate.   21 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. Section 3: Neighborhood Compatibility Plan   The Premier Group : The largest tax contributor in every city we operate.   22 THE PREMIER CROUP 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 Section 3: Neighborhood Compatibility Plan   The Premier Group : The largest tax contributor in every city we operate.   23 THE PREMIER CROUP 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   The Premier Group : The largest tax contributor in every city we operate.   24 THE PREMIER CROUP SECTION 4 Safety Plan    City of Fresno | Retail Cannabis Dispensary   The Premier Group : The largest tax contributor in every city we operate.   25 THE PREMIER CROUP 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   The Premier Group : The largest tax contributor in every city we operate.   26 THE PREMIER CROUP 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   The Premier Group : The largest tax contributor in every city we operate.   27 THE PREMIER CROUP 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   The Premier Group : The largest tax contributor in every city we operate.   28 THE PREMIER CROUP 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   The Premier Group : The largest tax contributor in every city we operate.   29 THE PREMIER CROUP SECTION 5 Security Plan City of Fresno | Retail Cannabis Dispensary   The Premier Group : The largest tax contributor in every city we operate.   30 THE PREMIER CROUP 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   The Premier Group : The largest tax contributor in every city we operate.   35 THE PREMIER CROUP 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   The Premier Group : The largest tax contributor in every city we operate.   36 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   The Premier Group : The largest tax contributor in every city we operate.   37 THE PREMIER CROUP 6.3 PREMISES SITE DIAGRAM Section 6: Location   The Premier Group : The largest tax contributor in every city we operate.   38 .: .,., 1! ,., ~ ~ 0 ::z 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   The Premier Group : The largest tax contributor in every city we operate.   39 THE PREMIER CROUP SECTION 7 Community Benefits and Investments Plan City of Fresno | Retail Cannabis Dispensary   The Premier Group : The largest tax contributor in every city we operate.   40 THE PREMIER CROUP 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. Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   41 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 Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   42 THE PREMIER CROUP Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   43 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 Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   44 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 Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   45 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 Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   46 ❤ 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: Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   47 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. Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   48 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 Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   49 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. Section 7: Community Benefits and Investments Plan   The Premier Group : The largest tax contributor in every city we operate.   50 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 DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C Landlord’s Initial Tenant’s Initial -2- 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 DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C Landlord’s Initial Tenant’s Initial -3- 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 DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C Landlord’s Initial Tenant’s Initial -4- 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. DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C Landlord’s Initial Tenant’s Initial -5- 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 DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C Landlord’s Initial Tenant’s Initial -6- 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. DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C Landlord’s Initial Tenant’s Initial -7- 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. DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C Landlord’s Initial Tenant’s Initial -8- 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 DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C Landlord’s Initial Tenant’s Initial -9- 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 DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C ~ Landlord’s Initial Tenant’s Initial -10- 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. DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C Landlord’s Initial Tenant’s Initial -11- 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 DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C □ □ Landlord’s Initial Tenant’s Initial -12- 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 DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C jcDocuSigned by: L ~E84CL S/3A54Sdb/OE483 ... 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 ~ '! IIIJ .z:. ~ 0 ::z 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. jcDocuSigned by: L ~E84CL 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 jcDocuSigned by: L ~E84CL ~"~"'""" " c;~ (9-&ufi 06 O82 F19C8C F4 63 [v "~"'""" " Ot»ilA, 9tJlut- 873 4 54 800705 4 83 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: L ~E84CL [E DocuSigned by: Ot»ilA, 9tllur 873A5480DZOF483 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: L ~E84CL 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. DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C Landlord’s Initial Tenant’s Initial -18- 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. DocuSign Envelope ID: 391D99B3-EC08-49DD-8743-DF25061D929EDocuSign Envelope ID: D56DDAFE-6121-45C1-8C34-E04E028B2C5C Landlord’s Initial Tenant’s Initial -19- 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 16WDWHRI&DOLIRUQLD 6HFUHWDU\RI6WDWH 6WDWHPHQWRI,QIRUPDWLRQ 'RPHVWLF1RQSURILW&UHGLW8QLRQDQG*HQHUDO&RRSHUDWLYH&RUSRUDWLRQV )LOLQJ)HH,IWKLVLVDQDPHQGPHQWVHHLQVWUXFWLRQV ,03257$17±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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