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HomeMy WebLinkAboutC-20-86 Hemp Valley RedactedApplicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-86 Submitted On: Dec 04, 2020 Applicant Pietro De Santis Applicant (Entity) Name: Hemp Valley LLC DBA: -- Physical Address: 340 West Cromwell Avenue, Suite 101 City: Fresno State: CA Zip Code: 93711 Primary Contact Same as Above? Yes Primary Contact Name: Pietro De Santis Primary Contact Title: Owner Primary Contact Phone: Primary Contact Email:HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?: Yes Select one or more of the following categories. For each category, indicate whether you are applying for Adult-Use (“A”) or/and Medicinal (“M”) or both Both Please make one selection for permit type. If making multiple applications, please submit a new application for each permit type and proposed location. Permit Type Retail (Storefront) Business Formation Documentation: Limited Liability Company Property Owner Name: Pietro De Santis Proposed Location Address: 4561 North Blackstone Avenue City: Fresno State: CA Zip Code: 93726 Property Owner Phone: Property Owner Email:Assessor's Parcel Number (APN): 426-092-22 Proposed Location Square Footage: Supporting Information Application Certification Owner Information 5612 List all fictitious business names the applicant is operating under including the address where each business is located: -- Has the Applicant or any of its owners been the subject of any administrative action, including but not limited to suspension, denial, or revocation of a cannabis business license at any time during the past three (3) years? No Is the Applicant or any of its owners currently involved in an application process in any other jurisdiction? No I hereby certify, under penalty of perjury, on behalf of myself and all owners, managers and supervisors identified in this application that the statements and information furnished in this application and the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. I understand that a misrepresentation of fact is cause for rejection of this application, denial of the permit, or revocation of a permit issued. In addition, I understand that the filing of this application grants the City of Fresno permission to reproduce submitted materials for distribution to staff, Commission, Board and City Council Members, and other Agencies to process the application. Nothing in this consent, however, shall entitle any person to make use of the intellectual property in plans, exhibits, and photographs for any purpose unrelated to the City's consideration of this application. Furthermore, by submitting this application, I understand and agree that any business resulting from an approval shall be maintained and operated in accordance with requirements of the City of Fresno Municipal Code and State law. Under penalty of perjury, I hereby declare that the information contained in within and submitted with the application is true, complete, and accurate. Iunderstand that a misrepresentation of the facts is cause for rejection of this application, denial of a permit or revocation of an issued permit. A denial or revocation on these grounds shall not be appealable (FMC 9-3319(d)). Name and Digital Signature true Title Owner Please note: the issuance of a permit will be determined based on the application you submit and any major changes to your business or proposal (i.e. ownership, location, etc.) after your application is submitted may result in a denial. All applications submitted are considered public documents for Public Records Act request purposes. For details about the information required as part of the application process, see the Application Procedures & Guidelines, City of Fresno Municipal Code Article 33 and any additional requirements to complete the application process. All documents can be found online via this link. For questions please contact the City Manager’s Office at 559.621.5555. Owner Name: Pietro De Santis Owner Title: Owner Owner Address: 340 West Cromwell Ave., #101 Owner City: Fresno Owner State: CA Owner Zip: 93711 Has Owner Completed Background Check Application? Yes Ownership Percentage (%): 100 Business Name: Hemp Valley LLC Application #: C-20-86 CANNABIS BUSINESS PERMIT APPLICATION REVIEW - RETAIL Points Possible All or None Exceptional Good Acceptable Applicant Score Evaluation Notes (Explain each time points are deducted) SECTION 1: BUSINESS PLAN 300 Points Possible for Section 1 Resume: Resumes Provided for All Owners: Score 5 5 5 Resumes Provided in 2-page Format: Score 2 2 2 Education: (select highest academic level among ownership team, cannabis specific education separately) Cannabis specific education/training (accredited)2 2 0 Education of owner not described High School Degree Reported: Score 4 4 0 Education of owner not described Bachelor's Degree Reported: Score 6 6 0 Education of owner not described Master's Degree or Higher Reported: Score 8 8 0 Education of owner not described Experience: (among ownership team, select one at highest level) Regulated Cannabis Retail Ownership Experience CA 13 13 0 Retail experience not described Regulated Cannabis Retail Experience CA (management level or below): Score 10 10 0 Retail experience not described Other Retail Business Experience Reported, More than 5 years: or 8 8 0 Retail experience not described Other Retail Business Experience Reported, Less than 5 Years: Score 5 5 0 Retail experience not described 1.1 Sub-Total:30 7 Construction Cost Estimate: Construction Cost Estimate Provided: Score 8 8 6 4 4 Very basic, needs detail. Line item only. 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 Has permits listed only, no material or labor Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 0 Not included Operation and Maintenance Cost Estimates: Operation and Maintenance Cost Estimate Provided: Score 8 8 6 4 6 Needs detail All Labor, Trades, Materials, Supplies, Utilities, and other Cost Factors Identified: Score 6 6 4 2 4 Needs additional detail Annual Cost Escalators for Operating Costs Provided: Score 6 6 4 2 4 Costs shown as escalating, no explanation Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 0 Not included 1.2 Sub-Total:50 20 Proof of Capitalization Specific to one or more Owners: Score 5 5 5 Proof of Capitalization Specific to Business Name/Address: Score 5 5 0 Not specific Proof of Capitalization Sufficient to Cover Proforma (3 months) and Construction Costs: Score 15 15 15 1 form in Spanish, not sure of currency it is Certified Audited Financial Report Provided for one or more Owners: Score 5 5 0 Not included Score one of the following for a maximum 20 points: 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: 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 - 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 15 Has bank accounts and real property listed 1.3 Sub-Total:50 35 Three Years of Data Provided: Score 10 10 8 6 6 Very basic, needs detail. Total Gross Revenue Estimates Provided:3 3 3 Total Gross Revenue by Product Type (flower and manufactured) Identified:3 3 0 Not included Total Personnel Costs Provided:5 5 4 3 0 Not included Total Property Rental or Purchase Costs Provided:2 2 0 Not included Total Utilities Costs Provided:2 2 0 Not included 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 2 Only one line for expenses. It is shown as Annual Estimated Sales Tax Payments to State Provided:2 2 2 Annual Estimated Sale Tax Payments to City of Fresno Provided:5 5 0 Not included Annual Business Tax License and Cannabis Permit Fee Provided:2 2 0 Not included 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 23 Hours of Operation Provided: Score 5 5 5 Hours of Operation Provided for all 7 days of the week: Score 3 3 3 Hours of Operation Provided for Holidays: Score 2 2 0 Does not describe holidays Opening and Closing Procedures Provided: Score 10 10 8 6 6 Does not describe opening process, closing procedures lack detail. 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 1.6.1 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 Did not describe acceptble forms of ID, how verified, nor buzz in (FMC 9-3310(a)(4)) II. Identify location and procedures for receiving deliveries during business hours.10 10 8 6 10 iii. Identify the name of the Point-of-sale system to be used and the number of Point-of-Sale locations.10 10 10 Meadow; 6 locations iv. The estimated number of customers to be served per hour/day.20 20 15 10 15 Doesn't describe peaks v. Describe the proposed product line to be sold and estimate the percentage of sales of flower and manufactured products.20 20 15 10 10 Doesnt describe product line in detail 1.6 Daily operations. With as much detail as possible, the Business Plan should describe the day-to-day operations which meet industry best practices. This should include at a minimum the following criteria for each permit type in which you are applying for a permit. (100 points possible) 1.4 Pro forma for at least three years of operation. 1.5 Fully describe hours of operation and opening and closing procedures. (20 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: vi. If proposed, describe delivery service procedures, number of vehicles and product security during transportation. (if no delivery service application must state this clearly for full points)20 20 15 10 15 Exceeds § 5418 limit of per vehicle. 1.6 Sub-Total:100 70 Section 1 Total:300 169 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE 400 Points Possible for Section 2 Description of Commitment to pay a Living Wage provided: Score 10 10 8 6 10 Unclear because it says "more than the minimum living wage". Will they pay more than minimum wage or more than a living wage? Gave points because shows minimum rate as Definition of Living Wage Provided: Score 5 5 4 3 0 Not defined Living Wage Defined as Greater than Minimum Wage: Score 5 5 0 Not defined 2.1 Sub-Total:20 10 Wages and Salary CCB Entry-Level Hourly Wage Greater than Minimum Wage 5 5 5 starting rate CCB Entry-Level Annual Salary Greater than Median Household Income ($50,432)5 5 0 Does not state minimum rate Health Care Benefits CCB Offers Medical Coverage to All Employees: Score 5 5 5 CCB Offers Dental Coverage to All Employees: Score 3 3 3 CCB Offers Vision Coverage to All Employees: Score 3 3 3 CCB Offers Health Reimbursement Account for Qualified Medical Expenses: Score 1 1 0 Not described Employee Pays $0 for Employee Medical Premium: Score 3 3 0 Premiums not described Employee Pays $0 for Employee Dental Premium: Score 2 2 0 Premiums not described Employee Pays $0 for Employee Vision Premium: Score 2 2 0 Premiums not described Employee Pays less than $500 per month for Family Health Care Coverage (Medical, Dental, Vision): Score 2 2 0 Premiums not described Leave Benefits Number of Paid Vacation/PTO Days Per Year: (10+ days = excep; 6-9 days = Good; 3-5 days Acceptable)5 5 4 3 5 Number of Paid Holidays Per Year: (10 or more paid holidays = excep; 4-10 = Good; 1-3 Acceptable)5 5 4 3 0 Does not describe holidays 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 Does not describe sick time pay Retirement Offers employee retirement plan 2 2 2 Offers company match for employee retirement plan 2 2 0 match unspecified 2.2 Sub-Total:50 23 Criteria Narrative: Criteria Narrative: Criteria Narrative: 2.1 Describe whether the Commercial Cannabis Business is committed to offering employees a Living Wage. (20 points possible) Scoring Guidance: https://livingwage.mit.edu/counties/06019 2.2 Briefly describe benefits provided to employees such as health care, vacation, and medical leave, to the degree they are offered as part of employment. (50 points possible) CCB Provides Tuition Reimbursement for Certificates: Score 3 3 0 Does not describe tuition reimbursement CCB Provides Tuition Reimbursement for associate degrees: Score 3 3 0 Does not describe tuition reimbursement CCB Provides Tuition Reimbursement for bachelor's degrees: Score 3 3 0 Does not describe tuition reimbursement CCB Provides Tuition Reimbursement for master's degrees: Score 3 3 0 Does not describe tuition reimbursement CCB Provides Tuition Reimbursement for Specialized Commercial Cannabis Business Operations Training: Score 3 3 0 Does not describe tuition reimbursement CCB Offers General Training for Health and Safety, Workplace Environment, Customer Service, etc. 5 5 4 3 0 Only mentions employees are required to read policy but does not describe training. 2.3 Sub-Total:20 0 General Recruitment Plan Provided: Score 10 10 8 6 6 Only briefly describes local and social policy hiring but does not describe other hiring practices or principles. Social Policy Recruitment Plan Provided: Score 10 10 8 6 6 Does not commit to the specific % of social policy hire nor describe strategy. Recruitment Plan Includes Demographic Data for District, City or County: Score 10 10 8 6 0 Does not include demographic data Recruitment Plan Includes List of CBOs, Non-Profits and Public-Agency Hiring Partners: Score 10 10 8 6 0 Does not describe hiring partners Recruitment Plan Includes Hiring Targets (percentages) by Demographic Groups: Score 10 10 8 6 0 Does not describe hiring targets 2.4 Sub-Total:50 12 Owners Number of Owners:1 Number of Owners that live within the City of Fresno:1 Number of Owners that live in the County of Fresno:0 Number of Owners that Own a Business in the City of Fresno:1 51%+ ownership interest percent of the Owners live or own a business in the City: Score 80 80 80 51%+ ownership interest percent of the Owners live or own a business in the County: Score 40 40 - Less than 50 percent equity of the Owners live or own a business in the City (If no owners are local, score zero)20 20 - Managers Number of Managers (salaried, non-owners)5 Number of Managers that live in the City of Fresno: Number of Managers that Own a Business in the City of Fresno: Criteria Narrative: Criteria Narrative: Data, non-scored. Write response in Evaluation Notes column. Data, non-scored. Write response in Evaluation Notes column. IF full points achieved for Ownership category, don't score managers. Section is total of 80 points possible. 2.3 Describe compensation to and opportunities for continuing education and employee training.(20 points possible) 2.4 Describe the Commercial Cannabis Business plan to recruit individuals who meet the criteria listed in the Social Policy Section 9-3316 (b) (1) of the Fresno Municipal Code (FMC) and the percentage of local employees it hires. (50 points possible) 2.5 Describe the extent to which the Commercial Cannabis Business will be a locally managed enterprise whose owners and /or managers reside within or own a commercial business within the City of Fresno, for at least one year prior to March 2, 2020.(80 points possible) 100 percent of the Managers live or own a business in the City: Score 20 20 0 Does not describe local manager. Describes 4 individuals as "active in local business community" but doesn't specify if they live or own a business in Fresno (Kenneth, Sonny, Tiffany, Mike) 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 of the Managers live or own a business in the City: Score 5 5 0 2.5 Sub-Total:80 80 Responsibilities Described for All Titles/Positions: Score 20 20 15 10 10 Does not describe all positions. Some positions listed in Business Plan not described. 2.6 Sub-Total:20 10 Does CCB have more than five employees: 5 5 5 CCB has signed a peace agreement: Score 5 5 5 2.7 Sub-Total:10 10 Work Force Plan Provided: Score 10 10 8 6 10 Commitment to Local Hire Provided:10 10 8 6 10 commits to minimum 30% local hire Commitment to Offer Apprenticeships Provided:10 10 8 6 0 does not describe apprenticeship program Commitment paying for continuing education provided 10 10 8 6 6 Describes internal training but not paying for continuing education Description of commitment to paying a living wage provide. (Score same as sec. 2.1)10 10 8 6 10 2.8 Sub-Total:50 36 CCB is willing to serve as Social Equity Business Incubator: Score 100 100 80 60 60 Offers shelf space and cooperation but lacks detail. Mentorship and Training: Score Equipment Donation: Score Shelf Space: Score yes Legal Assistance: Score Criteria Narrative: 2.9 Describe whether the business is willing to serve as a Social Equity Business Incubator by offering support to local cannabis social equity businesses in the form of mentorship, training, equipment donation, a percentage of shelf space dedicated to Fresno equity business products, legal assistance, financial services assistance, or other technical assistance support.(100 points possible) Criteria Narrative: Data to inform score on first line of this section. Write response in Evaluation Notes column. 2.8.3. Commitment to pay a living wage to its employees 2.6 Describe the number of employees, title/position and their respected responsibilities.(20 points possible) 2.7 Describe whether the CCB has five (5) or more employees and whether it has signed a labor peace agreement allowing employees to unionize without interference. (10 points possible) 2.8 Provide a workforce plan that includes at a minimum the following provisions: (50 points possible) 2.8.1. Commitment for 30% of employees to be local hires; the business must show that it has either hired or made a good faith effort to hire bona fide residents of Fresno who have not established residency after the submission of an application for employment with the applicant/permittee. 2.8.2. Commitment to offer apprenticeships and/or compensation for continuing education in the field; and Criteria Narrative: Criteria Narrative: Finance Services Assistance: Score 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:400 241 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 5 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 31 CCB will maintain a listserv of community residents to update and information residents of business operations. 10 10 0 Info not provided CCB will schedule or attend periodic community meetings (at least annually) to engage with residents about the CCB operation: Score 10 10 0 Info not provided CCB will prepare a community outreach and engagement plan: Score 50 50 40 30 30 Needs more detail CCB will issue periodic Newsletters to community providing information about CCB operations 10 10 0 Info not provided CCB will hire residents from the community work at the CCB: Score 20 20 0 Info not provided Scoring Guidance: full points for detailed proactive plan. Dock points for leaving out aspect, vagueness, or reactive plans. 3.2 Sub-Total:100 30 CCB has identified sensitive receptors to nuisance odors in vicinity of business operations: Score 5 5 0 Info not provided CCB has prepared a nuisance odor control plan: Score 10 10 8 6 8 Needs more detail Criteria Narrative: Criteria Narrative: Criteria Narrative: 3.1 Describe how the CCB will proactively address and respond to complaints related to noise, light, odor, litter, vehicles, and pedestrian traffic.(50 points possible) 3.2 Describe how the CCB will be managed to avoid becoming a nuisance or having impacts on its neighbors and the surrounding community.(100 points possible) 3.3 Describe odor mitigation practices.(40 points possible) Nuisance odor control plan identifies locations where fugitive emissions may exit the premise boundary: Score 5 5 0 Needs more specificity Nuisance odor control plan describes specific odor control measures to reduce fugitive emissions exiting the premise boundary: Score 5 5 5 CCB has established an odor reporting system: Score 5 5 0 Info not provided CCB will install a nuisance odor monitoring system: Score 10 10 0 Info not provided 3.3 Sub-Total:40 13 CCB has identified the potential sources of nuisance odors for the business operation: Score 10 10 8 6 0 Needs more specificity Scoring Guidance: full points for detailed proactive plan. Dock points for vagueness or reactive plans. 3.4 Sub-Total:10 0 Nuisance odor control plan describes specific odor control equipment: Score 10 10 8 6 10 Nuisance odor control plan describes specific odor control measures/techniques: Score 10 10 8 6 10 Odor control measures are identified for different nuisance odor sources: Score 10 10 10 3.5 Sub-Total:30 30 Nuisance odor control plan describes the operation, monitoring, and maintenance requirements for odor control measures: Score 10 10 10 Nuisance odor control plan describes the staff training required for system operations, maintenance, repair, and troubleshooting.10 10 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 0 Info not provided CCB has prepared a source-separation plan to segregate different sources of waste generated by business operations: Score 10 10 10 The source-separation plan identifies policy, procedures, and locations where different sources of waste are to be collected for disposal: Score 10 10 8 6 6 Needs more detail The source-separation plan describes specific measures to control the collection and disposal cannabis waste: Score 10 10 10 The name of licensed cannabis disposal company provided: Score 10 10 0 Info not provided 3.7 Sub-Total:50 26 Section 3 Total:300 140 Criteria Narrative: 3.7 Describe the waste management plan. (50 points possible) Criteria Narrative: 3.4 Identify potential sources of odor. (10 points possible) 3.5 Describe odor control devices and techniques employed to ensure that odors from cannabis are not detectable beyond the permitted premises. (30 points possible) 3.6 Describe all proposed staff odor training and system maintenance.(20 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: SECTION 4: SAFETY PLAN 300 Points Possible for Section 4 Safety Plan Prepared by Consultant: Score 10 10 10 Safey Plan Assessed by Consultant: Score (if prepared by, also give points for assessed by)10 10 10 Safety Plan Prepared for CCB Address (specific proposed location): Score 10 10 10 Safety Plan includes Site Plan of Premise: Score 10 10 10 Safety Plan includes Building Layout Plan: Score 10 10 10 4.1 Sub-Total:50 50 Written Accident/Incident Procedure Provided: Score 20 20 15 10 10 mentioned only Procedures Address Multiple Accident/Incident Scenarios: Score 10 10 8 6 0 no written procedures Total Number of Scenarios Described: Score 0 Active Shooter Incident Described: Score 10 10 0 not mentioned Robbery Incident Described: Score 10 10 0 not mentioned 4.2 Sub-Total:50 10 Evacuation Plan Provided: Score 20 20 15 10 20 Adequate Number of Evacuation Routes Identified: Score 20 20 15 10 20 Evacuation Route Distance to Public Right of Way: Score 10 10 8 6 10 4.3 Sub-Total:50 50 Location of Fire Suppression System Elements Identified: Score 10 10 10 Type of Fire Suppression System Elements Identified: Score 20 20 15 10 20 Location of Fire Extinguishers Identified: Score 10 10 10 Adequate Number of Fire Extinguisher Locations Identified: Score 10 10 8 6 10 4.4 Sub-Total:50 50 Written Procedure for Fire Emergencies Provided: Score 20 20 15 10 0 none mentioned, no written procedures Written Procedure for Medical Emergencies Provided: Score 20 20 15 10 0 not provided Cardiac Arrest Medical Emergency Described: Score 20 20 15 10 0 not mentioned Gunshot Wound Medical Emergency Described: Score 20 20 15 10 0 not mentioned Other Medical Emergency Conditions Described: Score 20 20 15 10 0 not mentioned 4.5 Sub-Total:100 0 Section 4 Total:300 160 4.3 Describe evacuation routes. (50 points possible) 4.2 Describe accident and incident reporting procedures. (50 points possible) Criteria Narrative: 4.5 Describe procedures and training for all fire and medical emergencies.(100 points possible) 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: Criteria Narrative: 4.4 Location of fire extinguishers and other fire suppression equipment. (50 points possible) Criteria Narrative: Data-write response in Evaluation Notes Column SECTION 5: SECURITY PLAN 300 Points Possible for Section 5 Security Plan Prepared by Consultant: Score 10 10 0 Completed internally Security Plan Assessed by Consultant(if prepared by, also give points for assessed by): Score 10 10 10 Security Plan Prepared for CCB Address (specific proposed location): Score 10 10 10 Security Plan includes Site Plan of Premise: Score 10 10 0 No site plan attached Security Plan includes Building Layout Plan: Score 10 10 10 5.1 Sub-Total:50 30 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 0 Not clearly marked Number and Location of All Security Cameras Identified: Score 5 5 5 5.2 Sub-Total:50 45 Intrusion Alarm and Monitoring System Identified: Score 15 15 15 Name and Contact Information for Monitoring Company Provided: Score 5 5 5 Total Points of Entry into Premise Identified: Score 5 5 5 All Points of Entry to be Alarmed Identified:5 5 5 Type of Alarm Identified (motion, infrared, glass break, etc.): Score 10 10 10 Backup Power Supply Identified: Score 10 10 10 5.3 Sub-Total:50 50 Written Cash-Handling Procedure Provided: Score 30 30 20 15 20 Dual-Custody is Practiced for all cash handling: Score 10 10 10 5.2.3 Description of cannabis activity that will be conducted in each area of the premise. Commercial cannabis activities that must be identified on the diagram/site plan may include but are not limited to the following if applicable to the business operations; storage areas, batch sampling areas, loading/unloading of shipment areas, packaging and labeling, customer sales areas, training areas, employee break room areas, extractions, infusions, processing, and testing areas. 5.1 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) 5.4 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) 5.3 Identify intrusion alarm and monitoring system including the name and contact information for the monitoring company (if the company has been selected).(50 points possible) Criteria Narrative: Criteria Narrative: 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: Video Surveillance Used to Monitor All Cash Handling: Score 20 20 20 Armored Car Service Used for Bank Deposits: Score 10 10 10 All Cash Deposited weekly with Bank: Score 10 10 0 No mention of deposit frequency Onsite Vault Provided to Secure Cash Prior to Bank Deposit: Score 20 20 20 5.4 Sub-Total:100 80 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 0 No mention of firearms 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 30 Section 5 Total:300 235 Section 1: Business Plan Total Points:300 169 Section 2: Social Policy & Local Enterprise Total Points:400 241 Section 3: Neighborhood Compatibility Total Points:300 140 Section 4: Safety Plan Total Points:300 160 Section 5: Security Plan Total Points:300 235 Total Points Achieved:1600 945 59.06% TOTAL SCORE 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: 5.5.3 Locations at which they will be positioned. 5.5.4 Guards' roles and responsibilities. Pietro De Santis 340 W Cromwell Ave #101 Fresno, CA 93711 559-840-2081 December 3, 2020 Hemp Valley LLC PO Box 2024 Clovis, California 93613 Re: Letter of Intention to Lease To whom it may concern: This letter will serve to notify you that I agree to lease property that I own at 4561 N Blackstone Ave; Fresno, CA 93726 to Hemp Valley LLC for your use as a cannabis retail dispensary. The lease will comply with FMC Section 9-3318(b), including that the property will be leased at fair market value. Sincerely, Pietro De Santis 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 17, 2020 Please reply to: Rob Holt (559) 621-8056 Tiffany Bean De Santis Commercial P.O. Box 28333 Fresno, CA 93729 Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P20-03894 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 4561 NORTH BLACKSTONE AVENUE (APN 426-092-22) 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 CMX , which is one of the allowable zone districts for cannabis retail businesses. Development standards of the CMX zone district are available in Sections 15-1103, 15-1104, and 15-1105 of the FMC. The subject location meets the zone district requirement, per Section 15-2739.B.1.a of the FMC, for a cannabis retail business. 2. All building(s) in which a cannabis retail business is located shall be no closer than 800 feet from any property boundary containing the following: (1) A cannabis retail business; (2) A school providing instruction for any grades pre-school through 12 (whether public, private, or charter, including pre-school, transitional kindergarten, and K-12); (3) A day care center licensed by the state Department of Social Services that is in existence at the time a complete commercial cannabis business permit application is submitted; and, (4) A youth center that is in existence at the time a complete commercial cannabis business permit is submitted. Zoning Inquiry P20-03894 4561 North Blackstone Avenue Page 2 November 17, 2020 The subject building 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 7. There are currently no cannabis retail businesses located in Council District 7. 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 OPERATING AGREEMENT for HEMP VALLEY LLC This Operating Agreement is made as of September 24, 2020, by Pietro De Santis (referred to individually as the “Sole Member,” as a “Member,” or as “Members”) with reference to the following facts: A. Hemp Valley LLC (the “Company”) was formed on September 24, 2020, when Articles of Organization were filed with the California Secretary of State. B. The Sole Member enters into this Operating Agreement in order to provide for the governance of the Company and the conduct of its business, and to specify rights and obligations of potential Members who may join the Company in the future. NOW THEREFORE, the Sole Member declares the following: ARTICLE I. DEFINITIONS Capitalized terms used in this Agreement have the meanings specified in this Article or elsewhere in this Agreement and when not so defined shall have the meanings set forth in California Corporations Code § 17001.02. “Act” means the California Revised Uniform Limited Liability Company Act (Corporations Code §§ 17701.01-17713.13), including amendments from time to time. “Agreement” means this Operating Agreement, as originally executed and amended from time to time. “Articles of Organization” is defined in Corporations Code § 17701.02(b) as applied to this Company. “Assignee” means a person who has acquired a Member’s Economic Interest in the Company, by way of a Transfer in accordance with the terms of this Agreement, but who has not become a Member. “Assigning Member” means a Member who by means of a Transfer has transferred an Economic Interest in the Company to an Assignee. “Capital Account” means, with respect to any Member, the account reflecting the capital interest of the Member in the Company, consisting of the Member’s initial Capital Contribution maintained and adjusted in accordance with Sections III.1. and III.2. “Capital Contribution” means, with respect to any Member, the amount of money or services rendered or to be rendered, and the fair market value of any property or services 2 contributed to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take “subject to” under Internal Revenue Code § 752) in consideration of a Membership Interest held by that Member. A Capital Contribution shall not be deemed a loan. “Capital Event” means a sale or disposition of any of the Company’s capital assets, the receipt of insurance and other proceeds derived from the involuntary conversion of Company property, the receipt of proceeds from a refinancing of Company property, or a similar event with respect to Company property or assets. “Corporations Code” means the California Corporations Code. “Economic Interest” means a Person’s right to share in the income, gains, losses, deductions, credit, or similar items of, and to receive distributions from, the Company but does not include any other rights of a Member, including the right to vote or to participate in management. “Encumber” means the act of creating or purporting to create an Encumbrance, whether or not perfected under applicable law. “Encumbrance” means, with respect to any Membership Interest or any element thereof, a mortgage, pledge, security interest, lien, proxy coupled with an interest, option, or preferential right to purchase. “Initial Member” means the Sole Member. “Involuntary Transfer” means, with respect to any Membership Interest or any element thereof, any Transfer or Encumbrance, whether by operation of law, under court order, foreclosure of a security interest, execution of a judgment or other legal process, or otherwise, including a purported transfer to or from a trustee in bankruptcy, a receiver, or an assignee for the benefit of creditors. “IRC” means the Internal Revenue Code of 1986, as amended, and any successor provision. "Losses” means, for each fiscal year or other period specified in this Agreement, an amount equal to the Company's taxable loss for such year or period, determined in accordance with IRC § 703(a). “Majority of Members” means a Member or Members whose Percentage Interests represent more than 50 percent of the Percentage Interests of all Members. "Meeting" is defined in Section V.2. “Member” means the Initial Member or a Person who otherwise acquires a Membership Interest, as permitted under this Agreement, and who remains a Member. 3 “Membership Interest” means a Member’s rights in the Company, collectively, including the Member’s Economic Interest, any right to Vote or participate in management, and any right to information concerning the business and affairs of the Company. “Notice” means a written notice required or permitted under this Agreement. A notice shall be deemed given or sent when deposited, as certified mail or for overnight delivery, postage and fees prepaid, in the United States mail; when delivered to Federal Express or United Parcel Service for overnight delivery, charges prepaid or charged to the sender’s account; when personally delivered to the recipient; when transmitted by fax or other electronic means, and such transmission is electronically confirmed as having been successfully transmitted; or when delivered to the home or office of a recipient in the care of a person whom the sender has reason to believe will promptly communicate the notice to the recipient. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that the notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service. Any Member may change his, her, or its address, electronic mail address, or fax number by giving Notice of the change to all other Members. “Percentage Interest” means a fraction, expressed as a percentage, the numerator of which is the total of a Member’s Capital Account and the denominator of which is the total of all Capital Accounts of all Members. “Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign. “Profits” means, for each fiscal year or other period specified in this Agreement, an amount equal to the Company's taxable income for such year or period, determined in accordance with IRC § 703(a). “Proxy” has the meaning set forth in the first paragraph of Corporations Code § 17001(ai). A Proxy may not be transmitted orally. “Regulations” or “Reg” means the income tax Regulations promulgated by the United States Department of the Treasury and published in the Federal Register for the purpose of interpreting and applying the provisions of the IRC, as such Regulations may be amended from time to time, including corresponding provisions of applicable successor Regulations. “Transfer” means, with respect to a Membership Interest or any element of a Membership Interest, any sale, assignment, gift, Involuntary Transfer, Encumbrance, or other disposition of such a Membership Interest or any element of such Membership Interest, directly or indirectly. 4 “Triggering Event” is defined in Section VIII.3. “Vote” means a written consent or approval, a ballot cast at a meeting, or a voice vote. “Voting Interest” means, with respect to a Member, the right to Vote or participate in management and any right to information concerning the business and affairs of the Company provided under the Act, except as limited by the provisions of this Agreement. ARTICLE II. ARTICLES OF ORGANIZATION 1. Name The name of the Company is Hemp Valley LLC. 2. Address of Company The principal executive office of the Company shall be 340 West Cromwell Avenue, Suite 101, Fresno, California 93711, or such other place as may be determined by the Members from time to time. 3. Agent for Service of Process The initial agent for service of process on the Company shall be LEGALZOOM.COM. The Company may from time to time change its agent for service of process. 4. Limited Liability Company The Members intend the Company to be a limited liability company under the Act. No Member shall take any action inconsistent with the express intent of the parties to this Agreement. 5. Members as Managers The Members shall be the managers of the Company. ARTICLE III. CAPITALIZATION 1. Capital Contributions Any Member may contribute money or property to the capital of the Company as the Member’s Capital Contribution. 2. Capital Accounts 5 An individual Capital Account shall be maintained for each Member consisting of that Member's Capital Contribution, (1) increased by that Member's share of Profits, (2) decreased by that Member's share of Losses, and (3) adjusted as required in accordance with this Agreement and applicable provisions of the IRC and Regulations. 3. Withdrawals A Member shall not be entitled to withdraw any part of the Member’s Capital Contribution or to receive any distributions, whether of money or property, from the Company except as provided in this Agreement. 4. Interest No interest shall be paid on Capital Contributions or on the balance of a Member’s Capital Account. 5. Limited Liability A Member shall not be bound by, or be personally liable for, the expenses, liabilities, or obligations of the Company except as otherwise provided in the Act or in this Agreement. 6. No Priority of Return No Member shall have priority over any other Member with respect to the return of a Capital Contribution or distributions or allocations of Profits, gains, Losses, deductions, credits, or items thereof. IV. ALLOCATIONS AND DISTRIBUTIONS 1. Allocation of Profits and Losses The Profits and Losses of the Company and all items of Company income, gain, loss, deduction, or credit shall be allocated, for Company book purposes and for tax purposes, to a Member in accordance with the Member’s Percentage Interest. 2. Qualified Income Offset If any Member unexpectedly receives any adjustment, allocation, or distribution described in Reg sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704- 1(b)(2)(ii)(d)(6), items of Company gross income and gain shall be specially allocated to that Member in an amount and manner sufficient to eliminate any deficit balance in the Member’s Capital Account created by such adjustment, allocation, or distribution as quickly as possible. Any special allocation under this Section IV.2. shall be taken into account in computing subsequent allocations of Profits and Losses so that the net amount of allocations of income and loss and all other items shall, to the extent possible, be equal to the net amount that would have 6 been allocated if the unexpected adjustment, allocation, or distribution had not occurred. The provisions of this Section IV.2. and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Reg sections 1.704-1(b) and 1.704-2 and shall be interpreted and applied in a manner consistent with such Regulations. 3. Allocations Respecting Asset Distributions Any unrealized appreciation or unrealized depreciation in the values of Company property distributed in kind to all the Members shall be deemed to be Profits or Losses realized by the Company immediately prior to the distribution of the property and such Profits or Losses shall be allocated to the Members’ Capital Accounts in the same proportions as Profits are allocated under Section IV.1. Any property so distributed shall be treated as a distribution to the Members to the extent of the fair market value of the property less the amount of any liability secured by and related to the property. Nothing contained in this Agreement is intended to treat or cause such distributions to be treated as sales for value. For the purposes of this Section IV.3., “unrealized appreciation” or “unrealized depreciation” shall mean the difference between the fair market value of such property and the Company’s basis for such property. 4. Allocations Between Assignor and Assignee In the case of a Transfer of an Economic Interest during any fiscal year, the Assigning Member and Assignee shall each be allocated the Economic Interest’s share of Profits or Losses based on the number of days each held the Economic Interest during that fiscal year. 5. Distributions All cash resulting from the normal business operations of the Company and from a Capital Event shall be distributed among the Members in proportion to their Percentage Interests at such times as the Members may agree. 6. Non-Cash Proceeds If the proceeds from a sale or other disposition of a Company asset consist of property other than cash, the value of such property shall be as determined by the Members. Such non- cash proceeds shall then be allocated among all the Members in proportion to their Percentage Interests. If such non-cash proceeds are subsequently reduced to cash, such cash shall be distributed to each Member in accordance with Section IV.5. 7. Liquidating Proceeds Notwithstanding any other provisions of this Agreement to the contrary, when there is a distribution in liquidation of the Company, or when any Member’s interest is liquidated, all items of income and loss first shall be allocated to the Members’ Capital Accounts under this Article IV., and other credits and deductions to the Members’ Capital Accounts shall be made before the 7 final distribution is made. The final distribution to the Members shall be made to the Members to the extent of and in proportion to their positive Capital Account balances. 8. Compliance With Law and Regulations It is the intent of the Members that each Member’s allocated share of Company tax items be determined in accordance with this Agreement to the fullest extent permitted by IRC and California tax laws. Notwithstanding anything to the contrary contained in this Agreement, if the Company is advised that, as a result of the adoption of new or amended regulations under IRC or California tax laws or the issuance of authorized interpretations, the allocations provided in this Agreement are unlikely to be respected for federal or state tax purposes, on advice of accountants and legal counsel, the allocation provisions of this Agreement shall thereby be amended to the minimum extent necessary to cause such allocation provisions to be respected for federal or state tax purposes. V. MANAGEMENT 1. Management by All Members The business of the Company shall be managed by all the Members. Unless otherwise provided in this Agreement, all decisions concerning the management of the Company’s business shall be made by the Vote of a Majority of Members. 2. Procedure for Action by Members The Members are not required to hold meetings, and decisions may be reached through one or more informal consultations followed by action by a Majority of Members, provided that all Members are consulted (although all Members need not be present during a particular consultation), or by a written consent signed by a Majority of Members. In the event that Members wish to hold a formal meeting (a “Meeting”) for any reason, the following procedures shall apply: (1) Any Member may call a Meeting of the Members by giving Notice of the time and place of the Meeting at least 72 hours prior to the time of the holding of the Meeting. The Notice need not specify the purpose of the Meeting. (2) A majority of Members shall constitute a quorum for the transaction of business at any Meeting of the Members. (3) At all meetings of Members, a Member may Vote in person or by Proxy. Such Proxy shall be communicated to the Company through the Agent for Service of Process before or at the time of the meeting. (4) The transactions of the Members at any Meeting, however called or noticed, or wherever held, shall be as valid as though transacted at a Meeting duly held after call and notice 8 if a quorum is present and if, either before or after the Meeting, each Member not present signs a written waiver of Notice, a consent to the holding of the Meeting, or an approval of the minutes of the Meeting. (5) Any action required or permitted to be taken by the Members under this Agreement may be taken without a Meeting if a Majority of Members individually or collectively consent in writing to such action. (6) Members may participate in the Meeting through the use of a conference telephone or similar communications equipment, provided that all Members participating in the Meeting can hear one another. (7) The Members shall keep or cause to be kept with the books and records of the Company full and accurate minutes of all Meetings, Notices, and waivers of Notices of Meetings, and all written consents in lieu of Meetings. 3. Officers of the Company The Company may have one or more officers, who may be, but need not be, Members. A Majority of Members may provide for the election of officers and their powers, duties, and compensation. VI. ACCOUNTS AND RECORDS 1. Accounts Complete books of account of the Company's business, in which each Company transaction shall be fully and accurately entered, shall be kept, and shall be open to inspection and copying by each Member or the Member's authorized representatives on reasonable Notice during normal business hours. The costs of such inspection and copying shall be borne by the Member. 2. Records At all times during the term of existence of the Company, and beyond that term if a Majority of Members deem it necessary, the Members shall keep or cause to be kept the books of account referred to in Section VI.1., and the following: (a) A current list of the full name and last known business or residence address of each Member, together with the Capital Contribution and the share in Profits and Losses of each Member; (b) A copy of the Articles of Organization, as amended; (c) Copies of the Company's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years; 9 (d) Executed counterparts of this Agreement, as amended; (e) Financial statements of the Company for the six most recent fiscal years; and (f) The Books and Records of the Company as they relate to the Company's internal affairs. If a Majority of Members deem that any of the foregoing items shall be kept beyond the term of existence of the Company, the repository of said items shall be as designated by a Majority of Members. 3. Income Tax Returns Within 90 days after the end of each taxable year of the Company, the Company shall send to each of the Members all information necessary for the Members to complete their federal and state income tax or information returns, and a copy of the Company’s federal, state, and local income tax or information returns for such year. ARTICLE VII. MEMBERSHIP 1. Members and Voting There shall be only one class of membership and no Member shall have any rights or preferences in addition to or different from those possessed by any other Member. Each Member shall Vote in proportion to the Member’s Percentage Interest as of the governing record date, determined in accordance with Section VII.2. Any action that may or must be taken by the Members shall be by a Majority of Members, except that any amendment of the Articles of Organization or this Agreement shall require the unanimous Vote of the Members. 2. Record Dates The record date for determining the Members entitled to Notice of any Meeting, to Vote, or to receive any distribution shall be the date set by a Majority of Members, provided that such record date shall not be more than 60, nor less than 10 days prior to the date of the Meeting, nor more than 60 days prior to any other action. ARTICLE VIII. TRANSFERS OF MEMBERSHIP INTERESTS 1. Withdrawal of Members A Member may withdraw from the Company at any time by giving Notice of withdrawal to all other Members at least 180 days before the effective date of withdrawal. Withdrawal shall not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member shall divest the 10 Member's entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII. 2. Restrictions on Transfer Except as expressly provided in this Agreement, a Member shall not Transfer any part of the Member’s Membership Interest in the Company, whether now owned or hereafter acquired, unless (1) the other Members (if any) unanimously approve the transferee's admission to the Company as a Member upon such Transfer, and (2) the Membership Interest to be transferred, when added to the total of all other Membership Interests transferred, will not cause the termination of the Company under the Corporations Code. No Member may Encumber or permit or suffer any Encumbrance of all or any part of the Member’s Membership Interest in the Company unless such Encumbrance has been approved in writing by all the other Members. Any Transfer or Encumbrance of a Membership Interest without such approval shall be void. 3. Triggering Events On the happening of any of the following events (“Triggering Event”) with respect to a Member, the Company or the other Members shall have the option to purchase all or any portion of the Membership Interest in the Company of such Member at the price and on the terms provided in Section VIII.6. of this Agreement: (a) the death or incapacity of a Member; (b) the bankruptcy of a Member; (c) the failure of a Member to make the Member’s Capital Contribution pursuant to the provisions of Article III. of this Agreement; (d) the withdrawal of a Member; or (e) the occurrence of any other event that is, or that would cause, a Transfer in contravention of this Agreement. Each Member agrees promptly to give Notice of a Triggering Event to all other Members. 4. Option Periods On the receipt of Notice by the other Members as contemplated by Section VIII.1., and on receipt of actual notice of any Triggering Event (the date of such receipt is hereinafter referred to as the “Option Date”), Notice of the occurrence of such a Triggering Event shall be given to each Member, and the Company shall have the option, for a period ending 60 days following the determination of the purchase price as provided in Section VIII.6., to purchase the Membership Interest in the Company to which the option relates, at the price and on the terms 11 provided in Section VIII.6., and the other Members, pro rata in accordance with their prior Membership Interests in the Company, shall then have the option, for a period of 60 days thereafter, to purchase the Membership Interest in the Company not purchased by the Company, on the same terms and conditions as apply to the Company. If all other Members do not elect to purchase the entire remaining Membership Interest in the Company, then the Members electing to purchase shall have the right, pro rata in accordance with their prior Membership Interests in the Company, to purchase the additional Membership Interest in the Company available for purchase. The transferee of the Membership Interest in the Company that is not purchased shall hold such Membership Interest in the Company subject to the provisions of this Agreement. 5. Nonparticipation of Interested Member No Member shall participate in any Vote or decision in any matter pertaining to the disposition of that Member’s Membership Interest in the Company under this Agreement. 6. Option Purchase Price The purchase price of the Membership Interest that is the subject of an option under this Agreement shall be the fair market value of such Membership Interest as determined under this Section VIII.6. Each of the selling and purchasing parties shall use his, her, or its best efforts to mutually agree on the fair market value. If the parties are unable to so agree within 30 days of the Option Date, the selling party shall appoint, within 40 days of the Option Date, one appraiser, and the purchasing party shall appoint, within 40 days of the Option Date, one appraiser. The two appraisers shall within a period of ten additional days, agree on and appoint an additional appraiser. The three appraisers shall, within 60 days after the appointment of the third appraiser, determine the fair market value of the Membership Interest in writing and submit their report to all the parties. The fair market value shall be determined by disregarding the appraiser’s valuation that diverges the greatest from each of the other two appraisers’ valuations, and the arithmetic mean of the remaining two appraisers’ valuations shall be the fair market value. Each purchasing party shall pay for the services of the appraiser selected by it, plus one-half of the fee charged by the third appraiser. 7. Substituted Member Except as expressly permitted under Section VIII.2., a prospective transferee (other than an existing Member) of a Membership Interest may be admitted as a Member with respect to such Membership Interest (“Substituted Member”) only (1) on the unanimous Vote of the other Members in favor of the prospective transferee’s admission as a Member, and (2) on such prospective transferee's executing a counterpart of this Agreement as a party hereto. Any prospective transferee of a Membership Interest shall be deemed an Assignee, and, therefore, the owner of only an Economic Interest until such prospective transferee has been admitted as a Substituted Member. 8. Duties of Substituted Member 12 Any person admitted to the Company as a Substituted Member shall be subject to all provisions of this Agreement. 9. Securities Laws The initial sale of Membership Interests in the Company to the initial Members has not been qualified or registered under the securities laws of any state, or registered under the Securities Act of 1933, as amended, in reliance upon exemptions from the registration provisions of those laws. No attempt has been made to qualify the offering and sale of Membership Interests to Members under the California Corporate Securities Law of 1968, as amended. 10. Spouse or Domestic Partner If, in connection with the divorce or dissolution of the marriage of a Member, any court issues a decree or order that transfers, confirms, or awards a Membership Interest, or any portion of it, to that Member’s spouse, or if a Member’s spouse receives a Membership Interest by any other means (an “Award”), then, notwithstanding that the transfer would constitute an unpermitted Transfer under this Agreement, that Member shall have the right to purchase from his or her former spouse the Membership Interest, or portion of it, that was so transferred, and the former spouse shall sell the Membership Interest or portion of it to that Member at the price set forth in Section VIII.6. of this Agreement. If the Member has failed to consummate the purchase within 180 days after the Award (the “Expiration Date”), the Company and the other Members shall have the option to purchase from the former spouse the Membership Interest or portion of it under Section VIII.6. of this Agreement, provided that the option period shall commence on the later of (1) the day following the Expiration Date, or (2) the date of actual notice of the Award. Each Member shall obtain the consent of his spouse to this provision, in the form provided herein as Attachment A. ARTICLE IX. DISSOLUTION AND WINDING UP 1. Events of Dissolution The Company shall be dissolved on the first to occur of the following events: (a) By the Vote of a Majority of Members to dissolve the Company. (b) The sale or other disposition of substantially all of the Company assets. (c) Entry of a decree of judicial dissolution pursuant to California Corporations Code § 17351. 2. Winding Up On the dissolution of the Company, it shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Persons winding up the affairs of the Company shall give written notice of the commencement of winding up by mail to 13 all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company, the remaining assets of the Company shall be distributed or applied in the following order of priority: (a) To pay the expenses of liquidation, including reasonable compensation to Members for winding up the affairs of the Company. (b) Among the Members in accordance with the provisions of Article IV.7. 3. Deficits Each Member shall look solely to the assets of the Company for the return of the Member’s investment, and if the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the investment of any Member, such Member shall have no recourse against any other Members for indemnification, contribution, or reimbursement. ARTICLE X. INDEMNIFICATION AND ARBITRATION 1. Indemnification The Company shall have the power to indemnify any Person who was or is a party, or who is threatened to be made a party, to any proceeding by reason of the fact that such Person was or is a Member, manager, officer, employee, or other agent of the Company, or was or is serving at the request of the Company as a director, officer, employee, or other Agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise, against Expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by such Person in connection with such proceeding, if such Person acted in good faith and in a manner that such Person reasonably believed to be in the best interests of the Company. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner that such Person reasonably believed to be in the best interests of the Company. “Expenses,” as used in this Section X.1., include, without limitation, attorney fees and expenses of establishing a right to indemnification, if any, under this Article. 2. Arbitration Except for an action brought in small claims court, any other action to enforce or interpret this Agreement or to resolve disputes between the Members shall be settled by arbitration in accordance with the rules of the American Arbitration Association or a similar organization. Any party may commence arbitration by sending a written demand for arbitration to the other parties. Such demand shall set forth the nature of the matter to be resolved by arbitration. 14 Arbitration shall be conducted at San Francisco or Oakland, California. The substantive law of the State of California shall be applied by the arbitrator to the resolution of the dispute. The parties shall share equally all initial costs of arbitration. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof. ARTICLE XI. GENERAL PROVISIONS 1. Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 2. Governing Law, Severability This Agreement shall be construed and enforced in accordance with the laws of the State of California. If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect. 3. Benefit This Agreement shall be binding on and inure to the benefit of the parties and their permitted successors and assigns. 4. Number and Gender Whenever used in this Agreement, the singular shall include the plural, the plural shall include the singular, the male shall include the female, and the neuter gender shall include the male and female as well as a company, corporation, firm, or trust, all as the context and meaning of this Agreement may require. 5. Authority to Contract Each Member represents and warrants to the other Members that the Member has the capacity and authority to enter into this Agreement. 6. Amendment This Agreement may be altered, amended, or repealed only by a writing signed by all of the Members. 15 7. Time of the Essence Time is of the essence of every provision of this Agreement that specifies a time for performance. 8. No Third-Party Beneficiary This Agreement is made solely for the benefit of the parties to this Agreement and their respective permitted successors and assigns, and no other person shall have or acquire any right by virtue of this Agreement. 9. Limited Liability Company The Sole Member intends the Company to be a limited liability company under the Act. No Member shall take any action inconsistent with the express intent of this Agreement. 10. Execution Clause IN WITNESS WHEREOF, the Sole Member has executed or caused to be executed this Agreement on the day and year first above written. ___________________ Pietro De Santis 16 Attachment A CONSENT OF SPOUSE OR DOMESTIC PARTNER The undersigned is the spouse or registered domestic partner of ____________________ and acknowledges that he/she has read the foregoing Operating Agreement dated September 24, 2020, 201*, and understands its provisions. The undersigned is aware that, by the provisions of the Operating Agreement, he/she and his/her spouse or domestic partner have agreed to sell or transfer all their Membership Interests in the Company, including any community property interest or quasi-community property interest, in accordance with the terms and provisions of the Operating Agreement. The undersigned agrees to disclaim any community property or quasi- community property interest he/she may have in Membership Interests of the Company. The undersigned expressly approves of and agrees to be bound by the provisions of the Operating Agreement in its entirety, including, but not limited to, those provisions relating to the sales and transfers of Membership Interests and the restrictions on them. If the undersigned predeceases his/her spouse or domestic partner when his/her spouse or domestic partner owns any Membership Interests in the Company, he/she agrees not to devise or bequeath whatever community property interest or quasi-community property interest he/she may have in the Company in contravention of the Operating Agreement. Date: _________________ _______________________________ Signature _______________________________ Printed Name 30th November Pietro De Santis, Hemp Valley LLC PO Box 2024 Clovis CA 93613 559-259-5951 1 Adult and Medical Use Retail Application 2 Table of Contents 1. Business Plan 1.1 - Team / Owner qualifications 1.2 – Construction and Operations Budget 1.4 - 3-year Operations Proforma 1.5 - Hours of Operations 1.6 - Day-to-Day Operations i. Check in procedures ii. Receiving deliveries from vendors iii. POS and number of POS locations iv. Number of customers per day/hour v. Proposed products and percentages of flower vs vape vi. Delivery SOP’s 2. Social Policy 2.1 - Living wage 2.2 - Employee benefits 2.3 - Employee compensation / continued education 2.4 - Equity employees/ Social Policy Section 9-3316(b)(1) (FMC) percentage of local hire 2.5 - Business local owners / managers 2.6 - Number of employees / positions / responsibilities 2.8 - Workforce Plan 2.8.1 - Local hire 2.8.2 - Apprenticeship and continuing education 2.8.3 - Living wage 2.9 - Social equity support 3. Neighborhood Compatibility Plan 3.1 - Neighborhood compatibility / CCB response to complaints 3.2 - Nuisance impact 3.3 - Odor mitigation 3.4 - Source of odor 3.5 - Odor control devices 3.6 - Staff odor training / Odor system and maintenance 3.7 - Waste Management Plan 4. Safety Plan 4.1 – Safety Plan / Fire Plan 4.2 – Accident / incident report 4.3 – Evacuation routes 4.4 – Fire extinguishers locations 4.5 – Fire and medical procedures 3 5. Security Plan – Access / Inventory control / Cash handling 5.1 - Security professional assessment 5.2 - Security Premises Diagram 5.2.1 – Location Diagram 5.2.2 – Location diagram with security detail 5.2.3 – Cannabis activity security 5.2.4 - Limited access security 5.2.5 – Number and location of surveillance cameras 5.3 – Intrusion alarm and monitoring system 5.4 - Cash handling procedures / Armored transport 5.5 – On-site security guards 5.5.1 – Number of guards 5.5.2 – Hours guards will be on-site 5.5.3 – Locations of guards 5.5.4 – Guards roles and responsibilities 6. Location 6.1 - Application (pages 1-7) Location and property floor plan 6.2 - Photograph of building street view 6.3 - Premises (Site) diagram and adjacent properties 6.3.1 – Site diagram with parking 7. Community Benefits 7.1 – Social Responsibility Plan 7.1.1 – Outreach services funding and Expungement Clinics 7.1.2 – Environmentally efficient business sustainability model 7.1.3 – Utilizing vacant properties 7.2 – Public outreach program and youth education 7.3 – Fresno Community Reinvestment Fund 4 SECTION 1 BUSINESS PLAN 1.1 QUALIFICATIONS OF OWNERS/OPERATORS Pietro De Santis, a lifelong resident of Fresno, California, is the sole Member of Hemp Valley LLC, which will be the sole owner of Atrium Fresno North (hereinafter referred to as “Atrium Fresno”). Hemp Valley LLC has partnered with SoCal Building Ventures, LLC as dispensary operators, to bring the “Elevated Atrium” experience to Fresno. In support of its application for a cannabis Retail permit, and its desire to bring a premier cannabis retail experience to the City of Fresno (the “City”), Hemp Valley LLC with SoCal Building Ventures, LLC is pleased to introduce its team of owner-operators who have joined together to lead the establishment of this new luxury retail facility (“Atrium Fresno”). Atrium Fresno is the latest project from Pietro De Santis and the retail development team at SoCal Building Ventures, LLC (“SBV”), a respected and well-capitalized cannabis holding company with assets encompassing multiple fully legal and flourishing cannabis businesses across Southern California, including the highly acclaimed sister company to the proposed new dispensary, Atrium – Woodland Hills. Although Atrium Fresno is not organized as a subsidiary of SBV, the management group identified herein is substantially the same, and SBV projects are referenced to demonstrate the experience of the management team. Atrium Fresno has assembled a professional, diligent, and dedicated team. Drawing on their considerable experience, impeccable compliance record, and secure financial foundation, all of which are fully evidenced herein, Atrium Fresno is confident in its ability to compete on each and every component of the eligibility and selection criteria articulated by the City. 5 SECTION 1.1 (Cont.) In considering the application, Atrium Fresno hopes that the evaluation committee is left with no doubt that Atrium Fresno is a trustworthy entrant, deserving of the opportunity to pursue licensure in Fresno. Atrium Fresno believes the Fresno community would benefit from a world-class cannabis consumer experience that is curated, yet affordable to the average customer. Atrium Fresno is committed to delivering a superlative experience to visitors, while complying with every aspect of the City’s Cannabis Regulatory Ordinance, not merely on a technical level, but in a manner that respects the City’s values and objectives. THE OWNERSHIP TEAM & EXPERIENCE Atrium Fresno has assembled an experienced management team to shepherd the venture of bringing Atrium to the City of Fresno. All owners and managers as defined by the California Business and Professions Code section 26001 are fully appraised as follows: Pietro De Santis Chairman and CEO Professional Summary Pietro De Santis is owner of De Santis Commercial, a private commercial real estate investment company. De Santis Commercial specializes in the acquisition, redevelopment, and management of commercial retail & office income properties within Fresno, County. Pietro’s parents who originally immigrated to the San Joaquin Valley from Italy, instilled a strong work ethic which helped Pietro from an early age, build a successful life in farming. Seeking out new endeavors and challenges Pietro purchased his first investment asset, a 7- plex, in 1998. Through hard work and a strong passion for commercial real estate, Pietro has grown his real estate portfolio to over 150,000 sq. ft. which includes several retail shopping centers, including expanding his portfolio internationally. Pietro is a single father raising his 11-year-old daughter Camilla, who attends St Anthony’s Catholic School. Pietro is a volunteer & donor for St. Anthony’s fundraiser events. Pietro speaks several languages fluently, including Italian and Spanish. English being his second language. Pietro’s ability to speak Spanish has been instrumental in assisting non- English speaking business owners in acquiring commercial business opportunities here in Fresno County. Business Experience Farming • Fresno, CA Pietro who grew up in the San Joaquin Valley, as a child began working on his family’s local farms. Pietro has an extensive knowledge of land management and crop growth including but not limited to, almonds, grapes, all types of citrus, and stone fruits. De Santis Commercial • 2000-Current •Fresno, CA DeSantis Commercial, founded by Pietro in 2000, is a privately held commercial real estate investment firm. Pietro’s portfolio presently consists of 33 properties, located in the greater Fresno area, with an asset value of over Twenty million. 6 SECTION 1.1 (Cont.) De Santis International, SAS • 2018- Current • Colombia In 2018 DeSantis Commercial expanded Internationally into Colombia with the creation of De Santis Commercial SAS. De Santis Commercial SAS purchased a newly constructed mixed-use office/retail building in the heart of Colombia’s prestigious financial district, with asset value of Five Million Dollars. De Santis is currently in negotiations with several globally recognized tenant prospects, including Microsoft Corporation who is seeking to set up their South American headquarters. MPG Global, LLC • Founded 2020 • Fresno, CA Seeing that there was an urgent need in the community for personal protective equipment, amid the COVID-19 Pandemic, Pietro was a founding member of MPG Global, LLC. MPG Global, LLC has successfully become a large international wholesale distributor, which in turn has been able to provide local business including but not limited to several local municipalities, with extremely low competitive market pricing on personal protective equipment. Charitable Affiliations & Local Memberships • Member of St. Angus Men’s Club (Fresno, CA) •Donator to March of Dimes (Fresno, CA) •Donator to Sanger High Athletic (Sanger, CA) •Donator to Big Foundation Masks Giveaway (Belle Glade, FL) •Donator to the Marjaree Mason Center (Fresno, CA) •Donator to Global Child Mask Giveaway (Miami, FL) •Donator to Midnight Missions (Downtown Los Angeles, CA) •Donator to Lindsay Wellness Turkey Day Giveaway (Fresno, CA) •Donator to Adopt a Hero (Sonora, Mexico) •Donator to Cal Fire (California Department of Forestry & Fire Protection) •Donator to Sanger Police Department (Sanger, CA) •Donator to Elements Pharmacy for COVID Testing Project Rami Hajar Chief Operating Officer In 2018, Hajar joined SBV full-time as its Chief Advisory Officer to the lead investment team. Over the past three years, he has managed some of the company’s largest projects, overseen the marketing initiatives for SBV and its partner brands, and played a vital role in the company’s expansion efforts throughout California, helping to define the corporate vision and driving the strategic execution of company initiatives. Rami has developed branding and SOPs for each of the licensed retail businesses. He has negotiated and executed on multiple projects and cannabis retail operations strategies. Rami has coordinated and supervised Atrium Woodland Hills, and his interests include his personal ownership in licenses for Micro businesses in Oakland California (Areocannabiz Inc.), Long Beach California (PRC Holdings Inc), and partnerships with Boss Strategies cultivation in Oakland California and The Green Door SF legacy retail brand in San Francisco, California. 7 SECTION 1.1 (Cont.) Currently, Mr. Hajar is a consultant to multiple companies providing expertise in many facets of the cannabis industries including cultivation, production, manufacturing, packaging, distribution, delivery, retail, and marketing. Hajar is Co-Founder of Relativity Music LLC, IP Network Systems and High Hacks Holdings Inc./Lyfted Distribution. Kenneth Labendeira Chief Financial Officer/CPA/CFE Kenneth has been a licensed CPA since 1992. In that time, Kenneth has provided his CPA expertise to Pietro De Santis for over a decade. Kenneth will bring his CFO and CPA experience to support Atrium Fresno in all tax and financial matters. Kenneth received his Certification in Fraud Examinations in 2016 and is a member of (AICPA) American Institute of Certified Public Accountants, (CALCPA) California Certified Public Accountants, and (ACFE) Association of Certified Fraud Examiners. James “Jim” Townsend Chief Administration Officer James Townsend is an experienced and highly organized investor and talented manager in the cannabis industry. As a Managing Member of SBV, Jim is in charge of the company’s operations and management of projects in various states, providing him with substantial experience in and knowledge of the vertically integrated cannabis supply chain, as well as a sophisticated grasp of cannabis policy. Jim’s primary responsibilities at SBV involve working with several of North America’s top cannabis- specific law firms to navigate the constantly changing state and federal laws and overseeing the company’s operations and management in various states. In particular, Jim has been able to work with proven teams in the licensed cannabis industry to open the door for significant operations throughout the country. Through SBV, Jim has developed industry know-how and skills relevant to every aspect of the cannabis supply chain, from cultivation to manufacturing, distribution, and retail management. Jim has overseen timely production of tax returns and payment of federal, state, and local taxes for all SBV licensed operations, including its retail holdings. In addition, Jim has developed and overseen implementation of buildouts for six licensed retail locations. Jim’s duties relating to the buildouts include development of floor plans with the architects and compliance consultants, procurement of a general contractor for the project, and supervision of construction and other build-out-related activities from start to finish. In addition, Jim has worked with expert consultants on four licensing projects in the State of California to put together applications and compliant operations plans in connection with state applications for retail licenses. Jim also has served as the point of contact for state and local regulators on licensing projects relating to SBV. Prior to his role at SBV, Jim had a 30-year career in the film and television industry, creating entertainment properties, producing, financing, and setting up international co-productions all the way from inception through distribution. During his career as a 8 SECTION 1.1 (Cont.) film executive and producer, Jim supervised the production of film and television projects around the world, including Los Angeles, Vancouver, Calgary, Toronto, Costa Rica, Venezuela, Brazil, Puerto Rico, The French Rivera, and various Islands in the Caribbean. Jim’s experience in the film and television industry is highly translatable to the cannabis industry. As President of Production, he managed each project’s progress, analyzing a project’s risk in terms of personnel, budget, and production schedule. He oversaw the budgeting and cash flow on productions, implemented payroll services, assessed insurance needs, arranged for completion bonds, handled cast and union contract negotiations, closed negative pick-up contracts, and managed travel and location coordination. In addition, he negotiated and worked with unions throughout the world, including the International Alliance of Theatrical Stage Employees (“I.A.T.S.E.”), Directors Guild America, Directors Guild of Canada, Teamsters, Screen Actors Guild of America, Writers Guild of America, Writers Guild of Canada, Alliance of Canadian Cinema, the American Federation of Television and Radio Artists, and the Union of British Columbia Performers (“UBCP”). This comprehensive managerial experience will be fundamental to ensuring that the planned Fresno project is a complete success. Michael Nolin Director of Retail Operations / Chief Visionary Officer Michael Nolin is a pioneer in the medical marijuana movement. He has helped establish new medicinal standards throughout the State of California in offering safe and affordable access. Mr. Nolin believes in community outreach and works closely with policy makers business and community leaders. As a social entrepreneur and advocate, Mr. Nolin is passionate about safe and affordable access for patients throughout the United States. Founder and President / CEO, Boss Enterprises, San Francisco CA Michael founded and developed Boss Enterprises to be one of the nation’s first and best cannabis management consulting firms in the country. Responsibilities include filing all compliance documents, creating a legal team, providing accurate information and data collection from all previous businesses to establish the most professional methods of launching and operating a dispensary, cultivation center and edible manufacturing facilities. Michael has been involved in writing and implementing safe affordable access legislation in over 20 states. Founder, The Green Door Inc. Dispensary, San Francisco CA Michael created the retail dispensary blueprint in Oakland and moved to the SF community, which had proper legislation, to re-establish the professional safe affordable access to patients that had been previously provided in Oakland, CA. The Green Door Dispensary is the only one of the initial 5 dispensaries opened in San Francisco that continues operations today due to its professionalism and fastidiousness. The Green Door continues to hold up its stellar reputation that has prevailed over many other dispensaries. Michael has established industry partnerships and continually works with numerous charitable organizations. 9 SECTION 1.1 (Cont.) After a personal experience with his grandmother’s diagnosis of terminal stomach cancer, Michael began the groundbreaking task of researching the medicinal values of cannabis per her physician’s recommendation. His responsibilities included establishing relationships with local councilmen, community leaders, neighbors and charitable organizations, researching the current legislation, scouting properties that fell into the guidelines of both state and local laws. Subsequently, this led to filing for retail and cultivation applications, meeting with both the planning and zoning departments to confirm his ability to be properly compliant. While operating the Green Door, Michael developed an outstanding human resource department for hiring, training and educating both employees as well as patients. Michael lobbied for the implementation of an ordinance to regulate and tax cannabis in efforts to limit the Cannabis black market. Michael organized the best leadership team in the early stages of the cannabis industry, which resulted in one of the first 4 licensed dispensaries in the world that still operates today. Mr. Nolin believes in community outreach and works closely with policy makers, business and community leaders. Sonny Santiago Director of Corporate Security Professional Summary Special Agent Sonny Santiago had a 29-year tenure with the FBI. Sonny has extensive experience across multiple branches of investigations. Sonny is a well-rounded retired Special Agent with exceptional analytical, innovative, and imaginative problem-solving skills. He is a dedicated investigator, knowledgeable about program management, crisis intervention, conflict resolution, team training and leadership. Sonny is recognized for his expertise in Domestic terrorism, outstanding interpersonal skill, money laundering investigations, strong verbal communication, Cellular Phone Call Data Analysis, proven leadership abilities, surveillance techniques, Process Implementation, Crime Scene Photography, bilingual/Spanish Evidence Processing, and drug trafficking Investigations. Sonny is calm in crisis situations and an expert sharpshooter. Sonny focuses on detailed report writing and can provide support in stolen vehicle tracking, covert investigations, Emergency Safety Plans, and Video Surveillance Systems. Atrium Fresno will benefit greatly from Sonny’s lengthy history in background checks and security protocols. Sonny has a Top-Secret U.S. Government Security Clearance. Sonny served for 29 years from 1987 - 2015 as a Special Agent with the Federal Bureau of Investigation in Fresno, California, with experience in planning, developing, and implementing techniques to thoroughly conduct complicated investigations. Sonny is an accomplished Senior Special Agent with numerous areas of expertise including: 10 SECTION 1.1 (Cont.) • 18 years Violent Crime Investigation/Kidnapping, Extortion, Drug Trafficking, Fugitive investigations • Money Laundering • 11 years International and Domestic Terrorism • Served as the FBI Legal Attaché in Venezuela during the summer of 2003 • SWAT operator 8 years / Sniper 4 years -Supervised Fresno FBI Terrorism Task Force for 1 year after 9/11 • Certified Technically Trained Special Agent / Technical Counter measures, camera installs, microphone installs • FBI / WMD South Valley Coordinator • Hostage Negotiator • Investigations dealing with National Security • 25 years Certified Undercover Agent Education • Bachelor of Arts: Kinesiology, 1982 California State University Fresno - Fresno, CA • Master of Arts: Sport Science, 1987 California State University Fresno - Fresno, CA Mike Contreras – Pastor of the Victory Outreach Church of Fresno Director of Social Equity Initiatives Senior Pastor of Victory Outreach Church East Fresno, Mike has been Pastoring in the city of Fresno for over 10 years. The Ministry has a Men’s Rehabilitation Home were they currently house 10 -14 Men, teaching Biblical Values, Life Skills, and promoting a positive way of living. Mike has been in the Victory Outreach Ministries for over 27 years and continues to Pastor the Fresno community today. Robert Raich Legal Affairs / Director of Compliance Robert A. Raich practices law in Oakland, California, where he specializes in cannabis law, business law, and lobbying. A graduate of Harvard University and the University of Texas School of Law, he previously practiced law with Eber, Nakagawa & Kitajo in San Francisco and with the Federal Election Commission in Washington, D.C. Robert Raich has been on the forefront of helping legal cannabis business owners for more than two decades. His work on behalf of his clients has positively impacted millions of people nationwide interested in the medical, recreational, and business benefits of legal cannabis. 11 SECTION 1.1 (Cont.) Robert Raich has spoken across the United States and internationally on the regulation of cannabis. He was the attorney in both of the U.S. Supreme Court cases ever to consider medical cannabis issues: United States v. Oakland Cannabis Buyers’ Cooperative, 532 U.S. 483 (2001), and Gonzales v. Raich, 545 U.S. 1 (2005). Mr. Raich was a member of the California Attorney General’s Medical Marijuana Task Force (Chairman, Caregiver Issues Subcommittee), and he has taught classes on cannabis to cadets at Police Department Police Academies, as well as continuing education classes to other lawyers. He has appeared before dozens of tribunals throughout the country, lobbying with respect to cannabis legislation and litigating cannabis cases. Robert Raich was named by MG Magazine as one of the “30 Powerful Cannabis Litigators Every Business Operator Should Know.” He was also honored as “Freedom Fighter of the Month” by High Times magazine. Mr. Raich spoke at the USA – Mexico Symposium on the Legalization and Medical Use of Cannabis in Guanajuato, Mexico, at the behest of former President of Mexico Vincente Fox. Mr. Raich is the recipient of the Americans for Safe Access “Defenders of Justice Award” for his legal work on behalf of “countless patients and providers.” Mr. Raich has also been a member of the Board of Directors of California NORML, and a Founding Board Member of the International Cannabis Bar Association. Robert Raich has earned the highest rating (“AV Preeminent”) for legal ability and ethics by the lawyer rating service Martindale-Hubbell. Before practicing law, Mr. Raich served as a staff member in the United States Senate and the Texas House of Representatives, served in various positions in presidential and senatorial election campaigns, was a public opinion survey analyst, and worked as a television sound and camera technician and as a radio reporter. He was the publisher of an art journal and served on a U.S. Department of Transportation Advisory Committee. Tiffany R. Bean Director of Community Relations Having provided administrative assistance to the De Santis commercial staff and Owner, both locally and internationally in Colombia, Tiffany is a stalwart supporter of Mr. De Santis’s business and community ethos, and will be the hands-on community relations director for Atrium Fresno. Educated at the Business-Real Estate, College of Marin 2012, and holding a California Bureau of Real Estate License, Tiffany brings a wide range of professional credentials to Atrium Fresno. 12 SECTION 1.1 (Cont.) Additionally, she has had the privilege of long relationships with community-based organizations having worked as Publicity/Social Media Leader and Events Coordinator for MOPs International, the Bayside of Granite Bay Homeless Ministry, and Social Media Chair-Woman of the Year for the Leukemia & Lymphoma Society, Greater Bay Area. Noteworthy Non-Owner Jason Cranford Medical Advisor Jason Cranford is neither an owner (as defined by Business and Professions Code section 26001) nor a financial interest holder of Atrium Fresno. Jason Cranford is the founder of the Flowering H.O.P.E. Foundation, a Health Care Associate for the Society for Cannabis Clinicians, and an expert botanist who specializes in the organic cultivation of medical-grade cannabis and the development of highly medicinal cannabis-infused products. He has over 25 years of experience in greenhouse and indoor cultivation, with successful projects in multiple climates and elevations, and is an expert in cannabis extractions and infusions, using a variety of solvents and delivery systems. After an experience with a young cancer patient in 2009, Jason became a CBD evangelist and decided to make it his life’s work to provide for the neediest patients as a caregiver. Jason spent the next seven years diligently crossbreeding various cannabis strains until he achieved the desired chemotypic profile of naturally occurring cannabinoids and terpenes he was striving for. The result of this work is a life- changing product known around the world as Haleigh’s Hope®. Jason is a passionate medical cannabis activist who has saved the lives of countless pediatric epilepsy patients with his important work. He has been recognized with numerous awards and distinctions for his work in the field. In 2011, he won the CBD Award at the 1st Annual High Times Medical Cannabis Cup. More impressively, Jason is also a three-time winner of the Hope Award at the Cannabis Business Awards (2014, 2015, 2016). This award, which was created in his honor, recognizes an individual that inspires the most hope in the industry. 13 SECTION 1.1 (Cont.) 1. Pietro De Santis, Chairman and CEO 2. Rami Hajar, Chief Operating Officer 3. Kenneth Labendeira, Chief Financial Officer 4. James “Jim” Townsend, Chief Administrative Officer 5. Michael Nolin, Director of Retail Operations / CVO 6. Mike Contreras, Director of Social Equity Initiatives 7. Robert Raich, Legal Affairs / Director of Compliance 8. Sonny Santiago Director of Corporate Security 9. Tiffany Bean, Community Relations Director 10. Jason Cranford, Medical Advisory Board 14 SECTION 1.1 (Cont.) KNOWLEDGE OF THE CANNABIS INDUSTRY An Impeccable Record of Compliance… Atrium Fresno will be managed by a team of professionals who have been pathfinders in navigating the regulated cannabis industry. Collectively, the owners of Atrium Fresno have over 60 years of experience in the legal cannabis industry. This has necessarily included challenges such as grappling with federal prohibition, including the limited access to banking services and the uncertainty regarding federal law enforcement priorities. Accordingly, the owners now find themselves privileged among a small group of highly informed applicants who are well-versed in compliance, including track and trace requirements, and experienced in operating in the regulated cannabis space. By staying rigorously focused on regulatory compliance, the owners have demonstrated a consistent track record of successfully navigating the complex array of challenges prevalent in the cannabis retail industry. A culture of compliance is readily evident in all areas of the owners’/operators’ prior and contemporaneous operations in the following keyways: Through their other cannabis businesses, the owners/operators have applied for and hold licenses for 9 separate cannabis operations (with several additional projects pending licensure). This demonstrates the owners’/operators desire to operate legally, ability to withstand rigorous evaluation processes, and ability to win the confidence of multiple licensing authorities. In addition, no applicant-owned cannabis business has ever faced regulatory investigation nor have any licenses been suspended or revoked. The applicants are proud of their compliance record and have never received a material violation, something that is indicative of the healthy and responsible mindset that they will bring with them to the City of Fresno. Indeed, the owners/operators have proved proactive and incisive in compliance- sensitive hiring, ensuring the right talent with relevant industry expertise have been brought in to oversee areas in which they have already demonstrated ability and sound judgment. The compliance representation on the ownership team for Atrium Fresno is strong. Under the primary direction of Pietro De Santis and with Robert Raich coordinating external legal direction where required, Atrium Fresno will be able to avail itself of the considerable experience of Rami Hajar to assure robust and compliant inventory management practices, while Sonny Santiago will take responsibility for security compliance. Reflecting that cannabis marketing is a regulatory area that is new to licensed providers, Atrium Fresno will be drawing on the marketing acuity and policy expertise of Michael Nolin, ensuring they are in an excellent position to guarantee all marketing remains fully compliant, while keeping informed and responsive to any regulatory developments in this area. Jim Townsend will oversee all aspects of administrative compliance, including licensing, while Kenneth Labendeira (CPA/ACFE) will ensure that financial matters are properly documented and efficiently attended to. In this way, Atrium Fresno will maintain an impeccable record of compliance. 15 SECTION 1.1 (Cont.) INDUSTRY-LEADING INTERNAL INFRASTRUCTURE Reflecting the experience the applicants have with operating in a regulated environment, the Atrium Fresno team has fully implemented policies, standard operating procedures, highly publicized internal non-discrimination and health and safety measures, and a rigorous staff training program to ensure their expectations are communicated throughout all layers of their operation. The applicants know that running a successful cannabis business requires industry knowledge that goes beyond simply knowing about cannabis, and they are well-situated to implement strong ethical and practical infrastructure. A further example of successful implementation of compliance infrastructure which the applicants are expecting to transfer to Atrium Fresno is showcased through The Atrium – Woodland Hills. In Woodland Hills, corporate responsibility initiatives in excess of those required by state and local law have been pursued by the ownership team. These have included educating customers regarding cannabis products by incorporating a customer educational component in online ordering comprised of education on products and potency and effects of products. Atrium Fresno understands that customer education translates to responsible consumption, both in terms of appropriate dosage and permissible consumption locations. Additionally, The Atrium – Woodland Hills adopted a plan to provide a safe environment for customers without negatively intruding on their experience, using cameras, including video camera surveillance at, or greater than, State minimum requirements and instituting daily armored car pick-up of cash deposits and a separate check-in area where identification is checked, as well as, Keyless entry with time-date stamped records of each individual who gains access to sensitive areas ensure that only qualified employees gain access to where cannabis products are stored. These are some of the commonsense initiatives that Atrium Fresno will be looking to replicate in its latest business venture. To this end, Jim Townsend has developed an extensive sales associate and customer education program which will both enable employees to offer reliable and expert cannabis advice, and also help ensure customer experiences are optimal and safe. ETHICAL AND SUSTAINABLE BUSINESS PRACTICES Atrium Fresno’s ownership team’s knowledge of the cannabis industry and willingness to engage with their regulatory responsibilities is demonstrated by their wider business practices, for example, the prompt and full payment of required taxes. In 2017, DC Collective was among the highest taxpayers operating in the medicinal cannabis retail space in Los Angeles County. In addition, SoCal Building Ventures, LLC’s subsidiaries and all other ownership/management team-operated businesses maintain all business liability insurances required by law. With regard to hiring, as the Director of Social Equity initiatives, Pastor Mike Contreras remit will include prioritizing and promoting social equity and inclusion objectives such as local hiring and diversity. This is something that is important to all members of the ownership team, with a compensation package, including a salary above the living wage, health insurance, other insurance, a retirement plan, and paid leave for those who work hard at Atrium Fresno. 16 SECTION 1.1 (Cont.) With regard to business partners, the owners are committed to enter into contracts only with other fully licensed operators, partnering with small-scale cannabis cultivators where possible, taking into account census tract income levels in its selection process, and working with community groups who can offer insightful advice on those who may be most in need of employment or business collaboration opportunities. Prior to entering into any contracts, background checks and other due diligence measures will be utilized, as well as quality control of incoming products. This includes vendor and test result verification and screening for use of pesticides or harmful or inorganic chemicals. Atrium Fresno will also support local equity and environmentally sustainable products. These measures are just some of the many ways that Atrium Fresno will maintain its commitment to incorporate environmental sustainability into its business practices. Experience The Atrium Fresno ownership and operations team has extensive experience in owning, directing, controlling, and managing cannabis business operations. Over the past several years, SoCal building Ventures, LLC and its partners have invested more than into legally licensed cannabis projects. The following comprises a summary of relevant and successful businesses currently owned by members of the Atrium Fresno management team and the licenses which have been awarded to them for the legal and compliant operation of the same: ___________________________________________________________________ SoCal Building Ventures Businesses: DC Collective Ownership: James Townsend and Rami Hajar via SoCal Building Ventures, LLC No. of Employees: 60 Address: 8053 Deering Ave, Canoga Park, CA 91304 Licenses Awarded/Applied For: Los Angeles Medical and Adult-Use Microbusiness, Cultivation Small Indoor, Distributor, Manufacturing Level Temporary Authorization No. 0002256972-0001-2 California Medical and Adult-Use Microbusiness Temporary License No. A-12-18- 0000061-Temp Summary: DC Collective is a state-licensed cannabis microbusiness authorized for retail sales, cultivation, manufacturing, and distribution. DC Collective has a reputation for excellence that has been diligently maintained for over a decade in business. Throughout this time, Jim Townsend has demonstrated an unfailing dedication to operating a safe and compliant cannabis business that enhances DC Collective’s community with a clean, discreet look, a safe, comfortable environment, adequate security, high-quality operational standards, and an extensive community benefit program. DC Collective is managed by a team of professionals that are well-versed in compliance, including track-and-trace requirements, and experienced in operating in the regulated medicinal cannabis space. 17 SECTION 1.1 (Cont.) Professional/Trade Association Membership: DC Collective is a member of United Cannabis Business Association, Los Angeles’ largest cannabis trade association of compliant dispensaries. DC Collective is also a member of the Northridge Chamber of Commerce, the Chatsworth / Porter Ranch Chamber of Commerce, and the Valley Industry and Commerce Association. Valley Collective Care, Inc. DBA The Atrium – Woodland Hills Ownership: James Townsend and Rami Hajar via SoCal Building Ventures, LLC No. of Employees: 25 Address: 5441 Topanga Canyon Blvd, Woodland Hills, CA 91367 Licenses Awarded/Applied For: Los Angeles Medical and Adult-Use Retailer Temporary Authorization No. 0002033952-0001-0 California Medical and Adult-Use Retailer Temporary License No. A-10-180000322-Temp Summary: Valley Collective Care, Inc. dba The Atrium – Woodland Hills is a 5,250- square-foot licensed Cannabis retail facility. The Atrium – Woodland Hills elevates the typical cannabis retail experience but has cannabis goods for sale that meet every customer’s budget. The Atrium – Woodland Hills brings the finest curation of cannabis product to enhance its customers’ lives. Founded in 2006, The Atrium – Woodland Hills registered under three different municipal ordinances: (1) Ordinance 179027 in 2007; (2) Ordinance 181069 in 2010; and (3) Ordinance 181530 in 2011. The Atrium – Woodland Hills has maintained a history of tax compliance in the City of Los Angeles spanning 13 years. As a result of operating in compliance with state and local law for 13 years, the City of Los Angeles authorized The Atrium – Woodland Hills for adult‐use cannabis retail activity in 2018. Prior to its relocation to Woodland Hills in 2016, The Atrium – Woodland Hills engaged in substantial pre‐application outreach; Specifically, The Atrium – Woodland Hills: (1) joined the Chamber of Commerce; (2) met multiple times with its City Council Office; and (3) canvassed the local neighborhood and gave tours to neighbors. This led to building a coalition of support that could support the business in its grand re‐opening. The Atrium– Woodland Hills has not received any negative feedback in connection with its operation. Professional/Trade Association Membership United Cannabis Business Association West Valley Warner Center Chamber of Commerce ___________________________________________________________________ 18 SECTION 1.1 (Cont.) Organic Century Farmacy, Inc Ownership: Jim Townsend and Rami Hajar via SoCal Building Ventures, LLC. No. of Employees: 15 Address: 12458 Magnolia Blvd, Valley Village, CA 91607-2451 Licenses Awarded/Applied For: Los Angeles Medical and Adult-Use Retailer Temporary Authorization No. 0002193580-0001-2 California Medical and Adult-Use Retailer Temporary License No. C10-18-0000016-Temp Summary: Organic Century Farmacy is a legal cannabis retailer in Los Angeles established in 2006. Organic Century Farmacy is located in a 2,000-square-foot facility. Organic Century Farmacy is a small, neighborhood serving cannabis business. Organic Century Farmacy specializes in concentrates and non-smokable cannabis goods. Organic Century Farmacy is under renovation. The grand re- opening is March 1, 2019. Founded in 2006, Organic Century Farmacy registered under three different municipal ordinances: (1) Ordinance 179027 in 2007; (2) Ordinance 181069 in 2010; and (3) Ordinance 181530 in 2011. Organic Century Farmacy has maintained a history of tax compliance in the City of Los Angeles spanning 13 years. As a result of operating in compliance with state and local law for 13 years, the City of Los Angeles authorized Organic Century Farmacy for adult‐use cannabis retail activity in 2018. OCF opened in May of 2020 and is growing in revenues and positive community sentiment alike. Professional/Trade Association Membership: Studio City Chamber of Commerce United Cannabis Business Alliance __________________________________________________________________ Deere Park Farms, LLC Ownership: James Townsend and Rami Hajar via SoCal Building Ventures, LLC No. of Employees: Anticipated - 8 Address: 26911 N. Monroe Road, Deer Park, WA 99006 Licenses Awarded/Applied For: Conditional Use Permit for Cannabis Cultivation. 160-acre property located outside Spokane, Washington. Building permits have recently been obtained for the construction of over 1.2 million square feet of potential cannabis cultivation space including greenhouses. Summary: Deere Park Farms is a development company for cannabis cultivation and production campus. Permits have recently been obtained for the construction of over 1.2 million square feet of potential cannabis cultivation space. As landlord, SBV, plans to develop the property, building state-of- the art greenhouse facilities that it will 19 SECTION 1.1 (Cont.) lease to licensed growers. Construction on 38,000-square-foot greenhouses began in Q2 2019 with plans to expand to 150,000-square-feet. SBV will lease the land to up to 20 licensees for cannabis cultivation. Holistical LLC DBA South Park Farma Ownership: James Townsend and Rami Hajar via SoCal Building Ventures, LLC No. of Employees: 12 Address: 375 Kokanee Road, Fairplay, CO 80440 Licenses Awarded/Applied For: State of Colorado Retail Marijuana Cultivation Facility License # 403R-00390 Summary: South Park Farma, a licensed Colorado wholesale retail cannabis cultivation facility located in South Park, Colorado, is also an affiliate of SBV. The grow is 30,000 square feet. The State of Colorado licensed the cultivation site in 2015. There have been no regulatory violations. Taxes have been filed and paid on time and the licenses have been renewed annually. South Park Farma implemented procedures to ensure strict adherence to the Colorado track-and-trace system, as well as passing laboratory testing requirements. Haleigh’s Hope, Inc. Ownership: James Townsend and Rami Hajar via SoCal Building Ventures, LLC; Jason Cranford Founder. No. of Employees: 10-20 Address: 6525 Gunpark Drive, Suite 370-236, Boulder, Colorado 80301 Licenses Awarded/Applied For: State of Colorado Hemp Cultivation SECTION 1.1 (Cont.) Summary: Haleigh’s Hope, Inc. was started in South Park, Colorado. It is authorized for 5 acres of hemp production. The current authorization is expanding to 50 acres in Q2 2019. Jason Cranford is the creator of Haleigh’s Hope, a high-CBD, low-THC cannabis strain named for Haleigh Cox, who came to Colorado as an infant in order to treat her intractable seizures. The State of Georgia recently passed a limited law called “The Haleigh’s Hope Act” based on the success of Haleigh’s Hope in Colorado. 20 SECTION 1.1 (Cont.) 1. DC Collective 2. Atrium - Woodland Hills 3. Holistical LLC DBA South Park Farma 4. Haleigh’s Hope, Inc. 5. Atrium Valley village 21 SECTION 1.1 (Cont.) DAY-TO-DAY INVOLVEMENT OF OWNERS/OPERATORS Pietro De Santis – Chairman and CEO At Atrium Fresno, Pietro De Santis will be responsible for real estate for the Atrium Fresno project. He will provide a compliant approved building from his existing portfolio of properties for the licensed premises. Pietro has already arranged for financing of the Atrium Fresno project and sufficient capital exists to begin work immediately. In addition, Pietro has assembled the management (Rami Hajar and Jim Townsend), marketing (Michael Nolin), and legal (Robert A. Raich) for the project. Pietro will continue to be involved in the local entitlement process. Once the business is operational, Pietro will participate in monthly meetings to track the business’ operations and success. Pietro will provide strategy support to all aspects of the business as needed. Rami Hajar – COO / Business Development Officer Rami will oversee all aspects of project development, from strategy and planning to retail launch. Rami will provide ongoing support in market strategy, brand development, and ongoing operational oversight, with a focus on compliance and quality control to maintain licensing and brand integrity. Rami will provide executive product line oversight and will interface with individual staff members, vendors, contractors, representatives of strategic business alliances, community organizations, city and state regulators, as well as the board of directors and investors. Rami will oversee Atrium Fresno’s general manager on a day-to-day basis. General manager duties include hiring staff, product procurement and inventory management, and Rami will be attending regularly at the premises to oversee these aspects of operations run according to his instructions. He will be managing the retail staff and ensuring staff deliver the highest level of customer service. Rami will work closely with management in charge of product procurement and stay up to date on the latest strains of cannabis and cannabis products. Rami will implement Atrium Fresno’s rules, policies, and operating procedures to ensure best practices are adhered to by staff. Rami will oversee and monitor product inventory and work with Atrium Fresno’s buyers on product selection. Rami will participate in trade groups to ensure he is up to date on all cannabis local laws and regulations and best practices. Rami will work closely with Jim Townsend to oversee cash handling procedures and ensure the accuracy of all transactions, cash, and records. Michael Nolin – Director of Marketing At Atrium Fresno, Michael will oversee many aspects of marketing, and will be actively involved in all marketing decisions. Michael will take the lead in representing the company in marketing and community relations exercises. Michael will develop Atrium Fresno’s marketing plan and hire a team of marketing professionals to implement the company’s marketing plan. Michael will liaise with Fresno-based public relations firms 22 SECTION 1.1 (Cont.) and develop messaging campaigns. Atrium Fresno will maintain compliance with strict advertising guidelines imposed on cannabis businesses in the State of California, targeting audiences over the age of 21 exclusive. Michael will oversee management of Atrium Fresno’s social media accounts and work with professionals to provide content. Michael will be working with Victory Outreach and Pastor Mike Contreras to develop and implement the training program for social equity qualified workers. Michael will continue to develop relationships with community non-profits and private businesses. Kenneth Labendeira – Chief Financial Officer At Atrium Fresno, Kenneth will be responsible for implementation of the accounting / enterprise resource planning system, as well as point-of-sale systems, inventory tracking, and the Track‐and-Trace system. Kenneth will also establish banking relationships to provide full banking and merchants banking services. In addition, Kenneth will work with Jim Townsend to ensure tax compliance with federal, state, and local taxation authorities. Finally, Kenneth will assist with security aspects of information technology and data protection. James Townsend – Chief Administrative Officer At Atrium, James will take responsibility for overseeing all administration related items and construction and will ensure all licenses and required paperwork is filed in an accurate and timely fashion. James and Pietro will select a Fresno-based general contractor and oversee construction of the retail facility. James will also work with Atrium Fresno’s team of legal and licensing professionals to ensure all licensing- related paperwork is filed with the city and state. Once operational, James and Kenneth will ensure that taxes are paid on time to local, state, and federal authorities. Sonny Santiago – Director of Corporate Security At Atrium, Sonny Santiago will implement and oversee the security plan. Sonny will research and purchase security equipment (cameras, secure cannabis waste bins, commercial locks) based on recommendations from the security contractor. Sonny will select an alarm system and work with Atrium Fresno’s security guard contractor, Watkins Security, to provide day-to-day security services. Sonny will be responsible for training staff on security procedures for the location to ensure physical safety of all persons and property at Atrium Fresno. Sonny will investigate any alleged breaches of the security plan. Sonny will supervise day-to-day security guards at the retail facility. Sonny will be the day-to-day contact for Fresno law enforcement should any issues arise. Sonny will analyze and assess the facility’s overall compliance with the security plan and make recommendations for improvements. 23 SECTION 1.1 (Cont.) Pastor Mike Contreras– Director of Social Equity Initiatives At Atrium Fresno, Pastor Mike Contreras will be responsible for the development and implementation of programs, policies and procedures to ensure an inclusive, discrimination-free environment. Pastor Mike will take the lead in community engagement, spearheading career training programs and other important social justice initiatives. Pastor Mike will oversee implementation of Atrium Fresno’s Community Benefit Plan and work closely with the Fresno Community Investment Fund as it relates to social equity. Specifically, Pastor Mike will track and ensure that hiring goals are met with respect to local hire, diversity, and impacted persons. Pastor Mike will identify potential community partners to further Atrium Fresno’s social equity goals. Robert Raich – Legal Counsel / Director of Compliance At Atrium Fresno, Robert Raich will develop and implement Atrium’s compliance plan. Robert will be responsible for identifying compliance issues and work with Rami Hajar and Jim Townsend to implement solutions. Robert Raich will work with outside counsel to investigate compliance issues if an alleged violation arises. Robert Raich will conduct surprise audits at the facility to ensure staff is in compliance with Atrium Fresno’s operating procedures and state and local regulations. Robert will execute compliance initiatives at Atrium Fresno (e.g., risk assessment, culture, training). FIRST-CLASS CUSTOMER EDUCATION, COMMUNICATION, AND RESPONSIVE SERVICE Atrium Fresno’s extensive industry knowledge, especially in relation to products and customer service, is illustrated by the success of the ownership team across their existing businesses. Unlike other applicants, the Atrium Fresno team has a bona fide cannabis expert in Michael Nolin, who will advise the ownership team. The owners/managers have proved skilled at attracting and retaining a passionate and loyal customer base, which in turn is evidenced by the strong financial viability and long-term stability that they are able to bring to this project owing to their success elsewhere. Atrium Fresno will do this by leveraging industry knowledge, staying abreast of market trends, and entering into innovative collaborations to provide affordable, desirable products in a tranquil, safe, and efficient working environment which is sensitive to the diverse lifestyles of its customer base. One of the ways this is achieved is through engaging award-winning integrated architecture and design professionals, and in The Atrium – Woodland Hills, the applicants worked with internationally acclaimed, Los Angeles-based interior designer Julia Wong to create a transportive cannabis purchase environment. Ms. Wong’s work has been featured in numerous high-end publications and television shows, as well as the 2016 Pasadena Showcase House of Design. If Atrium Fresno is selected to receive a permit, a similar vision is planned to offer the community of Fresno the familiar high- 24 SECTION 1.1 (Cont.) quality experience now associated with The Atrium brand, combining an intuitive design focused on robust chain-of-custody tracking and access controls. Another way that Atrium Fresno will communicate with its existing and potential customer base is via sophisticated marketing strategies and branding. In this area also, the operators have relied on their industry knowledge and contacts to lead market- animating campaigns Additionally, the operators are aware that commodity goods markets thrive where service includes a commitment to customer education. To this end, Atrium Fresno is developing methods to foster knowledge about cannabis products so that customers can make informed choices and use cannabis responsibly. At the forefront of Atrium Fresno’s efforts in this regard will be the personal interactions between staff and customers. The Atrium Fresno will invest heavily in staff education and training to include differences in products, potency of products, customer service, and the laws governing personal use. Employees in turn will be encouraged to spend as long as necessary with customers, suggesting alternatives, and discussing benefits and disadvantages of different products instead of merely making a quick sale. In addition to developing an extensive cannabis training program, a supplemental strategy that has proved effective in ensuring employees are well-informed has been a focus on staff retention, since staying with and learning from a long appointment naturally results in acquisition of more advanced product insights, which can be passed on to customers. Atrium Fresno hopes to foster the growth and development of employees, ensuring they have access to training seminars and continuing education, which allows them the opportunity for upward mobility. The intention is to help employees create a career, rather than a job. Another aspect of employee retention is the benefit to the customer. Customers feel most comfortable purchasing from and asking questions of sales people with whom they have an established rapport. To that end, Atrium aims to retain employees and promote from within. Customers are more likely to seek information from those with whom they have come to build up longer term relationships of assistance and trust. However, in conjunction with emphasizing the personal touch, Atrium Fresno recognizes that customers can become informed in incidental ways, and opportunities for providing additional product information online through the purchase process have been explored. In this way, Atrium Fresno will continue to share its passion about the cannabis industry with all inquirers who meet legal age requirements. Atrium also plans to take a proactive approach to supplying customers with information by offering information in myriad ways outside of the traditional person-to-person sales experience. Atrium will offer product information on its website and digital ordering platform and will also host vendor seminars where cultivators and manufacturers can visit the facility to offer more information about their companies, products production methods, and other product-specific information. 25 SECTION 1.1 (Cont.) Finally, the ownership and operations team has learned through experience that a large part of being successful in emerging industries such as the cannabis market is listening to customer feedback. The two primary ways that feedback is invited at Atrium is product/service reviews and complaints. The ability for customers to write and view product reviews in a centralized online location for each of the products sold via adult use retail business was recently piloted by Atrium -Woodland Hills and has proved invaluable in soliciting feedback to assist in becoming even more responsive to customer needs. Similarly, all Atrium businesses have implemented detailed guidance on the appropriate management of customer complaints in order that issues can be addressed promptly, and any recalls instituted efficiently and effectively, in furtherance of protecting public health. Atrium Fresno will ensure that channels of communication with customers, and with regulators, are wide open in Fresno. In summary, central to Atrium Fresno’s business model is building transparent and sustainable regulatory compliance, open communication, and sustainable business practices of the kind that have hallmarked the operations of the ownership and management team so far. Under the leadership of Pietro De Santis, Robert Raich, Rami Hajar, Jim Townsend and Michael Nolin, the emphasis will be on pooling industry knowledge and experience and striving to create the best facilities in the world, with finely tuned and highly automated operating procedures, in order that compliance and efficiency will be routine and consumers can rely on the high quality products that they have come to expect from the applicants. A summary of the standard operating procedures in the areas of inventory management, track-and-trace, testing compliance, quality assurance, employee training, marketing, and recordkeeping are submitted with this application, and have been carefully drafted to represent not just regulatory compliance, but best practice in the contemporary cannabis industry SUMMARY In summary, Atrium Fresno respectfully submits that it merits the opportunity to apply for a cannabis retailer permit in the City of Fresno. The proposed Atrium Fresno business is modeled on a proven, trustworthy, and popular formulas, The Atrium – Woodland Hills and Atrium Valley Village. By bearing the same established brand name, Atrium Fresno would generate excitement and momentum in the marketplace as consumers respond to the positive brand identity in learning that The Atrium is coming to Fresno. Atrium Fresno’s team of seasoned and diverse experts provide the experience needed to ensure the project will be a success. Unlike other applications which may require a gamble on an unproven team, Atrium’s Fresno project draws together some of the most proven and talented names in the industry, providing a firm foundation and a genuinely knowledgeable and reliable team. 26 SECTION 1.1 (Cont.) The Atrium Fresno ownership team is as diverse as any other that will come before the adjudication panel, with, among other things, an inclusive culture reflected in the leadership of multiple people who are ethnic minorities. These appointments testify to an organizational philosophy of ensuring opportunities for all, as evidenced also in the community outreach collaboration with Victory Outreach Church, an assurance that Atrium Fresno will be a beacon of social equity and cultural inclusion. These principles shared by all members of the ownership team are a perfect match for Fresno’s values and identity. Owing to the operators’ previous excellent record in running successful businesses, Atrium Fresno is in a strong financial position which insulates it against market fluctuations during the crucial early days of establishing a new business, and also allows for investment in high-quality products, and a high-quality retail experience. Most importantly at this seminal time in establishing the California cannabis industry’s reputation, the operators have a spotless compliance record, which is indicative of the responsible, accountable, and transparent approach they have taken and will continue to take with regulators in the City of Fresno. In addition, other crucial ways in which Atrium Fresno, has distinguished itself from other applicants are by collaboration with cutting‐edge designers in creating the retail experience and by focusing on experimental models for the advancement of patient care through product research and trail programs. From the historical success of DC Collective’s patient and community-centered programs, to SoCal Building Venture, LLC’s commitment to groundbreaking medicinal cannabis businesses like Jason Cranford’s Haleigh’s Hope (which has developed cannabis-based medicines for the treatment of seizures in children), to the various public education initiatives undertaken from the Atrium’s Woodland Hills location, this application succeeds on the basis of its clear commitment to promoting the health and well-being of Fresno’s residents by delivering high-caliber customer service, vetted medicinal cannabis products, and educational information in a safe, clean, and secure environment. In these ways, Atrium Fresno hopes that the City of Fresno finds this application is among the most robust, well-founded, low-risk, and professional proposals that will come before the licensing panel, and that the City will award one of the first available licenses to this propitious project. 27 SECTION 1.2. OPERATIONS BUDGET REVENUES SECTION 1.4. PROFORMA – DC Collective 5 Year Proforma 30 SECTION 1.1 (Cont.) Post Construction Atrium Store Model 31 SECTION 1.5 HOURS OF OPERATION Hours of Operation. Atrium Fresno will operate from 9:00 a.m. to 10:00 p.m. on Monday through Saturday, and 10:00 a.m. to 9:00 p.m. on Sunday. At closing time, the premises are closed, secured, and accessible only to authorized employees and contractors. During non-business hours: (i) the premises are securely locked with commercial-grade locks; (ii) the premises are equipped with an active alarm system; (iii) all cannabis goods are securely stored; and (iv) only authorized employees and contractors with a legitimate business purpose are permitted. SECTION 1.6: DAILY OPERATIONS Standard Operating Procedures (SOP) To standardize company policies and procedures and to ensure quality standards are implemented and attained, Atrium Fresno operates under a documented system of standard operating procedures (“SOPs”). There are written SOPs to govern the major steps of all aspects of Atrium Fresno’s business, including but not limited to transportation, inventory, non-laboratory quality control, security, cash handling and delivery operations. These SOPs are designed to ensure compliance with all applicable government regulations and industry best practices. Atrium Fresno has engaged SBV for compliance services, including assistance in drafting and implementing Atrium Fresno’s SOPs. The SBV team collectively has 20 years of cannabis industry experience and has developed SOPs for 11 state-licensed businesses. SBV’s SOPs have been submitted to the state as part of multiple successful commercial cannabis licensing applications. Further, by working with so many clients, SBV has gained insight into cannabis industry best-practices beyond the minimum regulatory requirements. Atrium Fresno’s written SOPs include, but are not limited to, the procedures summarized in this section. Certain procedures have intentionally been omitted from this section, as those procedures are included elsewhere in this application. (I.) SECTION 1.6.1 (i) RETAIL AND CUSTOMER CHECK IN PROCEDURES Retail Procedures. Atrium Fresno’s layout has been planned to facilitate careful oversight and management of all employees, contractors, customers, and other visitors during their time on-site. To ensure that all individuals on-site are properly identified and accounted for, all guests are routed through a secure area upon entering Atrium Fresno’s retail facility and are greeted by the Intake Specialist situated at reception. 32 SECTION 1.6.1 (Cont.) Post Construction Atrium Store Model The Intake Specialist electronically checks state-issued identification cards (or other acceptable forms of identification) to verify visitor age and identity. Visitor information is retained in a log, which is accessible for security and regulatory compliance purposes. The visitor log includes the name of the visitor, their verified ID number, the date and time of the visit and the reason for their visit. They are assigned a visitor badge for the duration of their visit to the facility. The Visitor Log will be retained for at least seven years. Upon being successfully verified for admittance according to Atrium Fresno’s Customer Verification Policy or Patient and Caregiver Verification Policy, individuals may rest comfortably in the reception area until they are assigned a personal Sales Assistant to accompany the individual into the retail area. Once in the retail area, supervised customers can discuss their medical or adult-use requirements with Atrium Fresno’s knowledgeable staff and peruse Atrium Fresno’s cannabis goods selection in secure product displays. All sales take place in the retail area only (except for cannabis goods sold through delivery). All cannabis goods purchased by the customer will be placed in opaque exit packaging prior to leaving the premises. At no time are non-employees left unsupervised in the retail area; Atrium Fresno’s employees will be physically present in the retail area at all times when there are individuals who are not employees of Atrium in the retail area. Retail Customers. Atrium Fresno has developed a verification protocol to ensure that all individuals granted access to the retail area are at least 21 years old with valid proof of identification, or are at least 18 years old with valid proof of identification and a valid physician’s recommendation for cannabis for themselves or for an individual for whom he or she is a primary caregiver. For medical cannabis patients and primary caregivers, Atrium Fresno’s protocol requires that medical status and age be verified immediately upon entry. Medical patients must present a valid physician’s recommendation and a California government-issued photo identification (or other acceptable form of identification). Atrium Fresno will verify the validity of both. For medical cannabis patients with primary caregivers, Atrium Fresno will require that the patient accompany the primary caregiver on his or her initial visit, if possible. Once the legitimacy of a primary caregiver status has been confirmed, a primary caregiver will be able to purchase cannabis goods on a patient’s behalf. 33 SECTION 1.6.1 (ii) RECEIVING DELIVERIES PRODUCT DELIVERIES Product deliveries to Atrium Fresno’s facility will take place only during hours in which the facility is operational, per regulations, to minimize the impact to the community. Atrium Fresno employees and security personnel will be educated via their standard operating procedures to verify credentials (e.g. verifying copies of state licenses, upload them to the Atrium Fresno operating system, verifying identity of delivery personnel and recoding the badge ID of everyone attempting to make deliveries before granting access to the secure areas within Atrium Fresno). An Atrium Fresno employee will remain with the delivery personnel at all times and in all locations. A security guard will be temporarily repositioned to the access location in which the deliveries are entering Atrium Fresno’s property and positioned in a manner to have eyes on the delivery vehicles. A security guard will escort the delivery person at all times from their vehicle to within the secure Atrium Fresno space. Delivery personnel will be captured in the visitor log and provided with a visitor identification. Delivery visitors will be given visitor access badge to record their movement through the facility. Shipment Intake and Inspection. Shipments will only be accepted between 9:00 a.m. and 10:00 p.m. Pacific Time. During business hours, shipments of cannabis goods will not enter the premises through an entrance or exit that is available for use by the public. Atrium Fresno only receives shipments of cannabis goods from licensed distributors. Management verifies the distributor’s license status on the State Bureau of Cannabis Control (BCC) website. Licensing authorities and state and local agencies may inspect shipments at any time. Atrium Fresno receives an electronic copy of the distributor’s shipping manifest when the cannabis goods are shipped. First, management confirms that the shipping manifest contains the following information: (i) name and type of the cannabis goods; (ii) UID of the cannabis goods; (iii) amount of the cannabis goods, by weight or count, and total wholesale cost of the cannabis goods, as applicable; (iv) name, license number, and premises address of the originating licensee; (v) name, license number, and premises address of the transporting distributor; (vi) Atrium Fresno’s name, license number, and premises address; (vii) date and time of departure from the distributor’s premises; (viii) arrival date and estimated time of arrival at Atrium Fresno’s premises; (ix) driver license number of the distributor’s employee transporting the cannabis goods; and (x) the make, model, and license plate number of the transport vehicle. Second, management confirms that the shipping manifest accurately reflects the type and quantity of cannabis goods ordered. Third, management confirms that the shipment will arrive during the permissible receiving hours. After verifying the shipping manifest, management ensures that the shipping manifest is recorded in the Track- and-Trace platform. When the transporting distributor arrives at Atrium Fresno’s premises, the distributor checks in at reception in accordance with the Non-Employee Access Policy and waits for management in the secure waiting area. Management verifies the distributor’s credentials. If the distributor’s credentials are not available or are expired, the entire 34 SECTION 1.6.1 (ii) (Cont.) shipment is refused. Before allowing the distributor to bring the shipment of cannabis goods into Atrium Fresno’s facility, management ensures that the surveillance cameras monitoring the receiving areas are functioning and unobstructed and that a Security Officer is stationed at the receiving entrance to prevent unauthorized access during shipment intake. Upon arrival of a shipment of cannabis goods at Atrium Fresno’s premises, the transporting distributor provides Atrium Fresno with a printed copy of the corresponding COA from a licensed testing laboratory for the cannabis goods received. Atrium Fresno will not accept the shipment unless it is accompanied by a printed copy of the COA. Management verifies that the COA received from the distributor is: (i) the COA that corresponds to the goods; (ii) identical to the corresponding COA recorded in Track-and-Trace; and (iii) less than 12 months old. Management then confirms that the cannabis goods are labeled with the batch number that matches the batch number on the corresponding COA and that the label on the cannabis goods is consistent with the COA regarding cannabinoid content and contaminants required to be listed by law. Finally, management confirms that the COA contains, at a minimum, the following information: • the term “Regulatory Compliance Testing” in at least 14-point font in the upper-right corner of each page of the COA, with no text or images appearing above the term on any page of the COA; • laboratory’s name, premises address, and license number; • distributor’s name, premises address, and license number; • cultivator’s or manufacturer’s name, premises address, and license number; • batch number of the batch from which the sample was obtained; • sample identifying information, including matrix type and unique sample identifiers; • sample history, including the date collected, the date received by the laboratory, and the date(s) of sample analyses and corresponding testing results; • a picture of the sample of cannabis goods; • for dried flower samples, the total weight of the batch, in grams or pounds, and the total weight of the representative sample in grams; • for cannabis product or pre-roll samples, the total unit count of both the representative sample and the total batch size; • measured density of the cannabis goods; • analytical methods, analytical instrumentation used, and corresponding Limits of Detection (LOD) and Limits of Quantitation (LOQ); • an attestation on the COA from the laboratory supervisory or management employee that all required LQC samples were performed and met the acceptance criteria; and • analytes detected during the analyses of the sample that are unknown, unidentified, or injurious to human health if consumed, if any. 35 SECTION 1.6.1 (ii) (Cont.) If management discovers any issue with the COA, the issue is addressed with the transporting distributor, and the shipment is rejected if the issue cannot be resolved. Next, management inspects the shipment to ensure the cannabis goods received are as described in the distributor’s shipping manifest. Specifically, management confirms that the type and quantity received matches the type and quantity specified in the shipping manifest. If management discovers any discrepancy between the type or quantity specified in the shipping manifest and the type or quantity received, management addresses the discrepancy with the distributor, ensures that the discrepancy is recorded in Track-and-Trace, and rejects the portion of the shipment that is not accurately reflected on the shipping manifest. Management also inspects the shipment to ensure their provided best-by, sell-by, or expiration dates are packaged and labeled for final retail sale. Management rejects any portion of the shipment that is damaged, non-compliant with labeling requirements, or expired. If Atrium Fresno receives a shipment of live cannabis plants or seeds for retail sale, Atrium Fresno will ensure that: (i) the plant is not flowering and is shorter and narrower than 18 inches;(ii) the plant or seed originated from a nursery that holds a valid license from the CDFA or a licensed microbusiness authorized to engage in cultivation; and (iii) a label is affixed to the plant or package containing any seeds with the following warning: “This product has not been tested pursuant to the Medicinal and Adult-Use Cannabis Regulation and Safety Act.” Live cannabis plants or seeds that do not meet these requirements will be refused. If management is satisfied with the inspection, the shipment of cannabis goods is accepted into Atrium Fresno ’s inventory and management ensures that the acceptance and acknowledgement of the cannabis goods is recorded in Track-and- Trace. Atrium Fresno will accept or reject in whole shipments of cannabis goods, except for cannabis goods that are: (i) not accurately reflected on the sales invoice or receipt; (ii) damaged; (iii) non- compliant with labeling requirements; or (iv) expired. If Atrium Fresno rejects a shipment of cannabis goods— either in whole or in part— Atrium Fresno will record in Track-and-Trace and indicate on any relevant manifest, invoice, or sales receipt the specific reason for rejection. Atrium Fresno will have a robust POS and business management system with bank- level encryption where we record intake and sale of all cannabis products and will have the functionality to report directly to METRC. Management ensures the following information is recorded in Track-and-Trace for each cannabis good accepted into inventory: (i) a description of each item such that the cannabis goods can easily be identified (i) an accurate measurement of the quantity of the item; (iii) the date and time the cannabis goods were received; (iv) the sell-by or expiration date provided on the package of cannabis goods, if any; (v) the name and license number of the distributor that transported the cannabis goods to Atrium Fresno; and (vi) the price Atrium Fresno paid for the cannabis goods, including taxes, delivery costs, and any other costs. 36 SECTION 1.6.1 (ii) (Cont.) Shipment data is entered into Track-and-Trace within 24 hours of receiving the shipment. If Atrium Fresno discovers that a manufactured cannabis good that was purchased from another licensee is defective, Atrium Fresno may return the cannabis good to the selling licensee in exchange for a non-defective version of the same type of cannabis good or an alternate cannabis good of equal value. As part of Atrium Fresno additional QC procedures, care in assuring that packaging appears clean and unadulterated, and delivered items are uniform. Any such returns and exchanges will be transported by licensed distributors and documented in Track-and-Trace. Inventory Storage. Atrium Fresno has developed and implemented storage area protocols to maintain the quality and security of its cannabis goods. Atrium Fresno’s inventory of cannabis goods is stored in accordance with the requirements of the State of California. Cannabis goods are appropriately stored based on best practices for maintaining the quality of each type of cannabis good. All inventory stored on Atrium Fresno’s premises will be secured in indoor limited-access areas and will never be exposed to direct sunlight. Employee break rooms, changing facilities, and bathrooms are completely separated from inventory storage areas. To the extent additional storage is required, Atrium Fresno will obtain the required licensure for each location where cannabis goods are stored. Additional quality-control measures implemented in Atrium Fresno’s inventory storage areas will include the following: Temperature and humidity levels in all inventory storage areas are constantly monitored, and corrective measures are taken when necessary. For example, Atrium Fresno utilizes a humidifier or de-humidifier, as needed, to avoid extreme humidity fluctuations. The air-tight design of Atrium Fresno’s inventory storage areas prevents the entry of environmental contaminants such as dust. To reduce airborne contaminants, and to monitor temperatures, Atrium Fresno will install an HVAC system. The HVAC system is maintained in accordance with manufacturer recommendations, and filters are cleaned or replaced as needed. Inventory storage areas are maintained in a clean and orderly manner. Inventory storage areas are cleaned as needed and during physical inventory counts. The staff member who cleans the inventory storage area signs and dates the Premises Inspection Log. Cleaning products are clearly labeled and stored in a designated area away from any cannabis goods. Atrium Fresno will ensure that no pesticides are applied to or used on any live, immature cannabis plants and seeds in Atrium Fresno’s retail inventory. Inventory Security. Atrium Fresno has implemented multiple security measures to ensure inventory is stored in a manner that prevents diversion, theft, and loss. The inventory storage areas are classified as limited- access areas. Thus, the Security Officers and management monitor access to verify that only authorized staff members are admitted into the areas where cannabis goods are stored. Further, all movement 37 SECTION 1.6.1 (ii) (Cont.) of inventory and inventory weighing, packing, storage, loading and unloading for transportation, and preparation areas are monitored by Atrium Fresno’s digital video surveillance system. Cameras will be trained on any areas where employees may touch cannabis goods or cash, and will provide 24 hour recording with 90 day recall. Atrium Fresno will conduct ongoing audits, both scheduled and at-random, to ensure accurate totals in POS and METRC. The inventory storage area will be constructed as a fire-proof vault to further prevent diversion or deterioration of Atrium Fresno’s inventory of cannabis goods. Inventory Records. Atrium Fresno will maintain complete and accurate inventory records and ensure that the records are available for inspection for at least seven years. As with all Atrium Fresno’s records, Atrium Fresno will maintain inventory records electronically but can produce hard copies immediately upon request. The State Bureau of Cannabis Control BCC and the City of Fresno will be granted access to Atrium Fresno’s current inventory records, Track-and-Trace records, and inventory reconciliation results, in either hard-copy or electronic form, immediately upon request. Upon receipt of a shipment of cannabis goods from a licensed distributor, management ensures that the verified shipping manifest is recorded in Track-and-Trace in accordance with the Shipment Intake Policy. Upon acceptance of a shipment of cannabis goods into Atrium Fresno’s inventory, management records the following information in the POS system and Track-and-Trace for each cannabis good: (i) a description of each item such that the cannabis goods can easily be identified; (ii) an accurate measurement of the quantity of the item; (iii) the date and time the cannabis goods were received by Atrium Fresno; (iv) the sell-by or expiration date provided on the package of cannabis goods, if any; (v) the name and license number of the distributor that transported the cannabis goods to Atrium Fresno; and (vi) the price Atrium Fresno paid for the cannabis goods, including taxes, delivery costs, or any other costs. Finally, after performing an inventory reconciliation, management records the results in Atrium Fresno’s inventory records in accordance with the Inventory Reconciliation Policy. As with all records, Atrium Fresno will allow inventory records to be reviewed by the State Bureau of Cannabis Control BCC anytime Atrium Fresno is exercising the privileges of its license or at any other time as mutually agreed to by the BCC and Atrium Fresno. Atrium Fresno understands that this review may occur without prior notice and outside of Atrium Fresno’s standard daily business hours. Inventory Reconciliation. Atrium Fresno will conduct full audits on a weekly basis at minimum, to supplement daily inventory audits, which ensures both accountability and traceability. Inventory reconciliation is performed at least once every 30 calendar days. A report is generated from Track-and-Trace, and an authorized employee verifies that physical inventory matches the data in Track-and-Trace. All results of inventory reconciliations are retained in Atrium Fresno’s records and are available to the DCR and the State Bureau of Cannabis Control BCC upon request. 38 SECTION 1.6.1 (ii) (Cont.) All informational errors are corrected immediately upon discovery. If discrepancies cannot be explained and corrected, Atrium Fresno will conduct an audit to determine and document the source of the discrepancy and notify the BCC of any reportable activity. All evidence of diversion, theft, or loss, including significant inventory discrepancies (i.e., a difference between actual inventory and recorded inventory of at least 3% of average monthly sales) and evidence of the loss or unauthorized alteration of Atrium Fresno’s inventory records, will be reported in writing (by mail or email) to the local police department, the City of Fresno, and the BCC within 24 hours of discovery. All incidents of diversion, theft, and loss, including significant discrepancies and loss or unauthorized alteration of inventory records, will be detailed in the Adverse Incident Log, and all required notifications will be made in writing and will specify the following information: (i) the date and time of the occurrence of theft, loss, or criminal activity; (ii) the name of the local law enforcement agency that was notified; and (ii) a description of the incident including, where applicable, the items that were taken or lost. Quality Control of Incoming Shipments. Atrium Fresno has developed protocols to ensure secure and accurate receipt and recording of cannabis goods shipments from licensed distributors. Shipments will only be received between 9:00 a.m. and 10:00 p.m. Pacific Time. During business hours, shipments of cannabis goods will not enter the premises through an entrance or exit that is available for use by the public. The shipment intake process is recorded by Atrium Fresno’s video surveillance system. Atrium Fresno will only receive shipments of cannabis goods from licensed distributors. Before contracting with a distributor, management verifies the distributor’s license status on the BCC website. Shipping Manifest Review. Prior to accepting cannabis goods, Atrium Fresno will receive an electronic copy of the distributor’s shipping manifest when the cannabis goods are shipped. Management verifies the distributor’s license status on the State Bureau of Cannabis Control (BCC) website and confirms that the shipping manifest contains the following information: (i) name and type of cannabis goods; (ii) UID of cannabis goods; (iii) amount of cannabis goods, by weight or count, and total wholesale cost of cannabis goods, as applicable; (iv) name, license number, and premises address of originating licensee; (v) name, license number, and premises address of transporting distributor; (vi) Atrium Fresno’s name, license number, and premises address; (vii) date and time of departure from distributor’s premises; (viii) arrival date a estimated time of arrival at Atrium Fresno’s premises; (ix) driver license number of distributor’s employee transporting cannabis goods; and (x) make, model, and license plate number of transport vehicle. Management confirms that the shipping manifest accurately reflects the type and quantity of cannabis goods ordered and that the shipment will arrive between 6:00 a.m. and 10:00 p.m. Pacific Time. 39 SECTION 1.6.1 (ii) (Cont.) Secure Shipment Intake. When the transporting distributor arrives at Atrium Fresno’s premises, the distributor checks in at reception. Management verifies the distributor’s credentials. If the distributor’s credentials are not available or are expired, the entire shipment is refused. Before allowing the distributor to bring the shipment into Atrium Fresno’s facility, management ensures that the surveillance cameras monitoring the receiving areas are functioning and unobstructed and that a Security Officer is stationed at the receiving entrance to prevent unauthorized access during shipment intake. Distributor employees unload the shipment from the transportation vehicle, through the receiving entrance, and into the secure, environmentally controlled inventory storage area. The receiving entrance is not accessible to the public during shipment intake. Shipment Quality Control. Management inspects the shipment to ensure the cannabis goods received are as described in the shipping manifest. Specifically, management confirms that the type and quantity received matches the type and quantity specified in the shipping manifest. If management discovers any discrepancy between the type or quantity in the shipping manifest and the type or quantity received, management addresses the discrepancy with the distributor, ensures that the discrepancy is recorded in Track-and-Trace, and rejects the portion of the shipment that is not accurately reflected on the shipping manifest. Management also inspects the shipment to ensure that the cannabis goods have not been damaged during transportation, have not exceeded their provided best-by, sell-by, or expiration date, are packaged and labeled for final retail sale, have been tested by a licensed testing laboratory, and are labeled with the batch number that matches the batch number on the corresponding certificate of analysis. Management rejects any portion of the shipment that is damaged, non-compliant with labeling requirements, or expired. For details regarding Atrium Fresno’s procedures for ensuring cannabis goods have been tested by a licensed testing laboratory, see the State Testing Requirements section of this application. Live Plants. If Atrium Fresno receives a shipment of live cannabis plants or seeds, management will ensure that:(i) the plant is not flowering and is shorter and narrower than 18 inches; (ii) the plant or seed originated from a nursery that holds a valid license from the CDFA or a licensed microbusiness authorized to engage in cultivation; and (iii) a label is affixed to the plant or package containing any seeds with the following warning: “This product has not been tested pursuant to the Medicinal and Adult-Use Cannabis Regulation and Safety Act.” Live cannabis plants or seeds that do not meet these requirements will be refused. Defective Goods. If Atrium Fresno discovers that a manufactured cannabis good is defective, Atrium Fresno may return the cannabis good to the selling licensee in exchange for a non-defective version of the same type of cannabis good or an alternate cannabis good of equal value. Any such returns and exchanges will be transported by licensed distributors and documented in Track-and-Trace. 40 SECTION 1.6.1 (iii) POS SYSTEMS Point-of-Sale Software. Atrium Fresno’s point-of-sale (“POS”) software, Meadow, will integrate with the State of California’s Track-and-Trace system, Metrc, and is capable of recording and managing inventories, transportation, and sales transactions. Atrium Fresno will have six (6) POS registers at this location. Atrium Fresno will maintain data regarding transactions with other licensees, including the name of the business from which the goods were received, the type and amount of goods received, the party who holds title to the goods, and the UIDs or lot number of the goods. Meadow allows reports to be generated on demand to better assist Atrium Fresno in accessing information relevant to its revenue transactions, including inventory levels, transactional history, purchase orders, and sales receipts. Meadow automatically prohibits sales to customers beyond daily sales limits. Once a customer’s daily purchasing limit has been met, the software will not allow that customer to “check out” or make any further purchases. Records of Sales. Atrium Fresno will record all purchase orders and transaction records for all products purchased or sold, which includes all sales, recalls or returns (for faulty products), and waste. In addition to retaining all sales invoices as part of its financial record retention, Atrium Fresno will maintain an accurate record of every sale made to a customer. At a minimum, for each sale, Atrium Fresno records the date of sale, type of goods purchased, quantity of each good, and related sales prices. Inventory Records. Atrium Fresno will maintain complete and accurate inventory records to ensure its ability to provide accurate data on any aspect of its operations. Atrium Fresno will maintain inventory records through both Meadow and Track-and- Trace. Inventory records will be legible, and any hard copies will be stored in a secured area where they are protected from debris, moisture, contamination, hazardous waste, fire, and theft. Inventory records include Purchase Orders, Sales Transactions, Recalls, Waste, and Audit adjustments (including the reason for the adjustment). Upon receipt of a shipment of cannabis goods from a licensed distributor, management ensures that the verified shipping manifest is recorded in Track-and-Trace in accordance with the Shipment Intake Policy. Upon acceptance of a shipment of cannabis goods into Atrium Fresno’s inventory, management records the following information in Meadow for each cannabis good: (i) a description of each item such that the cannabis goods can easily be identified; (ii) an accurate measurement of the quantity of the item; (iii) the date and time the cannabis goods were received by Atrium Fresno; (iv) the sell-by or expiration date provided on the package of cannabis goods, if any; (v) the name and license number of the distributor that transported the cannabis goods to Atrium Fresno; and (vi) the price Atrium Fresno paid for the cannabis goods, including taxes, delivery costs, or any other costs. Finally, after performing an inventory reconciliation, management records the results in Atrium’s inventory records in accordance with the Inventory Reconciliation Policy. Inventory records are maintained for at least seven years and can be immediately produced for regulators in hard-copy or electronic form upon request. 41 SECTION 1.6.1 (iii) (Cont.) Delivery Manifests. When an order of cannabis goods is shipped to Atrium Fresno via a licensed distributor, management will receive an electronic copy of the distributor’s shipping manifest. Management confirms that the shipping manifest accurately reflects the type and quantity of cannabis goods ordered and then ensures that the shipping manifest is recorded in Track-and-Trace. If management discovers any discrepancy between the shipping manifest and the cannabis goods received, management addresses the discrepancy with the distributor and ensures that the discrepancy is recorded in Track-and-Trace. As with all other records, shipping manifest records are maintained for at least seven years and can be immediately produced for regulators in hard-copy or electronic form upon request. Records Storage. At the beginning of each business day, management confirms that Atrium Fresno’s external hard drive and Meadow’s cloud-based servers are operational. If there is any issue with cloud-based or external hard drive record storage, management contacts Meadow technical support to arrange for resolution of the issue. If connectivity with Meadow’s or Metrc’s cloud-based servers is lost, Atrium Fresno prints hard-copy back-ups of any new electronic files and retains these hard copies until connectivity with cloud- based servers is restored. If Atrium Fresno initially creates or receives a business record in hard-copy form, management scans the record into Atrium Fresno’s electronic files and backs it up to cloud-based servers and the external hard drive. Any hard copies of records will be stored in a secured area within the office where they are protected from debris, moisture, contamination, hazardous waste, fire, and theft. Atrium Fresno will securely store company records to ensure its ability to monitor company performance and readily provide regulators with accurate data on any aspect of its operations. Track-and-Trace Account Manager. Atrium Fresno’s Track-and-Trace Account Manager will complete state-mandated Track-and-Trace training within five calendar days of license issuance. The Track- and-Trace Account Manager will also complete any other required Track-and-Trace training, including any orientation and continuing education. The Track-and-Trace Account Manager will then ensure that all authorized users are trained before they obtain their unique login credentials to access the Track- and- Trace system. Each authorized user will exclusively use their personal credentials to access Track-and-Trace and will never share account information with another individual. If an employee leaves or is terminated, those credentials are immediately purged from the Atrium Fresno system. Inventory Data. Within 30 calendar days of attending state-mandated Track-and- Trace training, the Track-and-Trace Account Manager or another authorized user will enter all required inventory information into Track-and-Trace. Thereafter, Atrium Fresno will report all required commercial cannabis activity in Track-and- Trace within 24 hours of occurrence, including sale, transfer, transportation, receipt, return, 42 SECTION 1.6.1 (iii) (Cont.) and destruction or disposal of cannabis goods and any other activity as required by the BCC or the City of Fresno. For each activity reported in Track-and-Trace, an authorized employee records the following necessary identifying information in the POS system and Track-and-Trace: (i) name and type of the cannabis goods; (ii) UID of the cannabis goods; (iii) amount of the cannabis goods, by weight or count, and total wholesale cost of the cannabis goods, as applicable; (iv) date and time of the activity or transaction; and (v) name and license number of other licensees involved in the activity or transaction. An authorized Track-and-Trace user will record in Track-and-Trace the following adjustments: (i) spoilage or fouling of cannabis goods; and (ii) any event resulting in damage, exposure, or compromise of the cannabis goods. SECTION 1.6.1 (iv) NUMBER OF CUSTOMERS PER DAY Based on previous experience with similar retail dispensaries of the proposed locations size, Atrium Fresno anticipates a daily average of 40 customers per hour, which means approximately 500 unique visits per day. This estimate is based on data sourced from Atrium Executive’s operating facilities of similar size, in similar markets to Fresno. SECTION 1.6.1 (v) PRODUCTS TO BE SOLD, FLOWER AND MANUFACTURED GOODS Atrium Fresno will only carry laboratory-tested cannabis goods from trusted suppliers or that have been vetted with due diligence performed on their regulatory compliance, reputation, environmental values, location, scale, and product quality and safety. Atrium Fresno prides itself on offering a highly curated and a diverse and extensive product selection. Atrium Fresno will carry compliant products suitable for every method of consumption. Child-Resistant Packaging. Atrium Fresno also places a premium on products with child‐resistant packaging. Atrium Fresno’s principle concern in evaluating packaging safety is child-resistance, as Atrium Fresno recognizes the importance of ensuring that cannabis remains inaccessible to minors. Although the regulations do not mandate the use of child-resistant packaging January 1, 2020, Atrium prioritizes purchasing from companies that are early adopters of child-resistant packaging to promote limiting access by children by utilizing ASTM certified exit packaging. Pre-Selected Cultivators and Brands. Based on referrals and customer feedback from DC Collective, Organic Century Farmacy, and Atrium Woodland Hills, Atrium has already planned partnerships with certain brands and suppliers. Pre-selected local, small-scale cultivators include DC Collective, Coast-to- Coast, and Josh D Farms. In addition, as explained above, Atrium intends to work with local, small-scale Fresno- licensed cultivators. Pre-selected product brands include Passiflora, Bloom Farms, and Lowell Farms, which are all social equity licensees. 43 SECTION 1.6.1 (v) (Cont.) Licensure Status. Atrium Fresno will only conduct commercial cannabis activity with businesses licensed by the State Bureau of Cannabis Control (BCC), the CDFA, or the CDPH. Thus, Atrium Fresno’s first step in performing due diligence is to verify that each of its chosen suppliers and distributors are properly licensed via the BCC, CDFA, and CDPH websites. Atrium Fresno verifies each supplier’s licensure status on the appropriate regulator’s website, and keeps a record of the license and expiration date, to ensure they are only purchasing from valid state-licensed businesses. Good Operators. Atrium Fresno asks each supplier whether it has ever been disciplined by a regulatory authority or failed a regulatory compliance audit. If the supplier has been audited, Atrium Fresno requests a copy of the official audit sheet and checks for disciplinary action against the supplier’s license. To verify the supplier’s reputation, Atrium Fresno asks the supplier for references (e.g., other licensed retailers to whom the supplier has provided similar cannabis goods) and conducts its own investigation by performing an Internet search, evaluating social media accounts, and if possible, contacting the Better Business Bureau to determine whether any complaints have been filed against the supplier. Local Fresno Businesses. Atrium Fresno emphasizes supporting local small scale suppliers. Specifically, Atrium Fresno will seek to do business with Fresno suppliers and suppliers who work with Fresno testing laboratories or cultivators. Giving preference to Fresno-grown products benefits Fresno by ensuring that Atrium Fresno’s entire supply chain aligns with Fresno values and allowing Fresno to increase its tax revenue through collection of both cultivation and retail taxes. Further, Atrium can leverage its state-wide influence to encourage its partners to do business in Fresno (e.g., use Fresno testing laboratories). Buying locally also benefits Atrium Fresno in that its employees are able to forge personal relationships with its suppliers and visit their sites to tour the facilities and verify that the suppliers are the right fit for Atrium Fresno’s needs. Atrium Fresno may request proof that the supplier uses Fresno testing laboratories in the form of contracts with or certificates of analysis from such laboratories. Small Businesses. Purchasing from small-scale suppliers both supports small businesses and allows Atrium Fresno to become familiar with suppliers’ employees and ensure that quality is maintained throughout all products cultivated or manufactured, as small-scale operations give suppliers a greater capacity to pay attention to detail. To verify that suppliers are local and small scale, Atrium Fresno will verify the supplier’s local license and ask suppliers to provide community references and data such as total grow size or expected yields. 44 SECTION 1.6.1 (v) (Cont.) Product Safety and Customer Education. Atrium Fresno gives priority to cannabis goods that provide in-depth consumer education and that utilize child-resistant packaging. Atrium Fresno requests pictures of the product to evaluate the ingredient list and overall appearance of the packaging and labeling and the product itself. Atrium Fresno prefers to offer products that are tested for and labeled with terpene content, as Atrium Fresno believes that terpenes are the most significant factor in determining dosage and effect. By choosing to do business with suppliers that test for terpenes and label their goods with this information, Atrium Fresno hopes to encourage more suppliers to institute this practice, thereby allowing Atrium Fresno and other retailers to better inform and educate consumers of the appropriate dosage and potential effects of each product. Customer Data and Reviews. Atrium Fresno will actively solicit customer feedback on its product offerings and will revise its product offerings accordingly. Atrium will track purchasing trends, to ensure its product list aligns with the needs of customers and patients. Atrium Fresno’s online menu will display available products and provide a brief description of each product’s origin, flavor profile, THC/CBD content, and sensory effects. Customers can create an account and log in to review products and view other consumer reviews. Atrium Fresno will also monitor reviews submitted through third- party technology platforms, such as Weedmaps and Yelp. Cannabis Goods Displays. Cannabis goods packaging only is displayed in the retail area. Atrium Fresno has carefully considered how best to present its cannabis goods in a manner that is consistent with a professional, hygienic, and security-conscious design. Accordingly, Atrium Fresno displays empty “dummy” packaging in secure cabinets to show customers which cannabis goods are available for sale. Any cannabis products used in displays will be in locked storage containers within the display, which is only accessible to employees. Customers are unable to access any of Atrium Fresno’s cannabis goods without the assistance of an authorized Atrium Fresno employee. Upon request to a Sales Associate, customers may inspect cannabis goods more closely using a secure inspection container. Inspection containers are stored in locked glass display cases on the retail floor. This system prevents loss and diversion, while allowing customers the opportunity to verify the quality of Atrium Fresno’s cannabis goods. Atrium Fresno will not provide free samples of any type, including cannabis goods, to any person. Further, Atrium Fresno will not allow any non- employees to provide free samples of any type, including cannabis goods, to any person on its premises. Any cannabis goods removed from packaging for display purposes will not be sold or consumed and will be disposed of pursuant to Atrium Fresno’s Cannabis Waste Disposal Policy. Retail Sales. Atrium Fresno will only sell cannabis goods, cannabis accessories, and licensee’s branded merchandise. Atrium Fresno anticipates a 40% Flower and 60% manufactured goods product sales ratio. Atrium Fresno will not sell alcohol or tobacco. 45 SECTION 1.6.1 (v) (Cont.) Furthermore, Atrium Fresno will not sell cannabis goods that are labeled with terms that would create a misleading impression that the product is an alcoholic beverage. All cannabis goods sold by Atrium Fresno are tracked from seed to sale using Meadow. Atrium Fresno will only sell adult- use cannabis goods to individuals who are at least 21 years old after confirming the customer’s age and identity by inspecting a valid form of identification provided by the customer. Daily Limits. Atrium Fresno will track and record all sales of cannabis goods, and all staff are trained to comply with the regulations regarding daily limits. Atrium Fresno’s POS system, Meadow, automatically prohibits sales to customers beyond daily sales limits. Once a customer’s daily purchasing limit has been met, the software will not allow that customer to “check out” or make any further purchases. Atrium Fresno will not sell more than 28.5 grams of non-concentrated cannabis, 8 grams of cannabis concentrate, or 6 immature cannabis plants to an individual adult-use customer in a single day. Atrium Fresno will not sell more than eight ounces of medical cannabis to an individual medical cannabis patient (or authorized primary caregiver for each patient they are authorized to make purchases for) in a single day. Atrium Fresno will not allow customers to combine the adult-use and medical purchases to circumvent limits. SECTION 1.6.1 (vi) DELIVERY Delivery Procedures. In addition to its storefront retail operation, Atrium Fresno also provides a secure, discreet, and convenient cannabis goods delivery service to its verified customers. This service is invaluable to those customers who are unable to travel to Atrium Fresno’s retail premises. Initially, Atrium Fresno will have 1 vehicle. Receiving Delivery Orders. Customers can place delivery orders by telephone or through Atrium Fresno’s website or mobile application. Upon receipt of a new delivery order, Sales Assistants follow the procedures outlined in the Inventory Verification Policy to ensure that the requested items are in stock. If the goods ordered are available, the Sales Assistant records the customer’s identifying information and checks the customer- provided delivery address online to verify that it is: (i) a physical address in the State of California; (ii) not on publicly owned land or on land or in a building leased by a public agency; and (iii) not a school providing instruction in kindergarten or any grades 1 through 12, day care center, or youth center. The Sales Assistant then informs the customer that age and identity verification will be required at the time of delivery and that order fulfillment is contingent upon age and identity verification. After confirming an order, the Sales Assistant enters the order information into the POS system and an authorized Track-and-Trace user enters the order into Track-and-Trace. Atrium Fresno will maintain a POS system that is live, ensuring products that are out of stock are not sold and become inactive links or invisible links when a product is sold out. If Atrium Fresno loses connectivity to Track-and-Trace, delivery orders are not fulfilled until connectivity to Track-and-Trace is restored. 46 SECTION 1.6.1 (vi) (Cont.) Inventory Verification. Upon receiving a delivery order, inventory is checked to ensure that the goods ordered are in stock. If the goods ordered are in stock, the delivery order is processed. If some or all the goods ordered are not in stock, the Sales Assistant uses professional judgment to determine a suitable alternative. If the customer accepts the alternative offered, the Sales Assistant modifies the purchase order accordingly and processes the order. Otherwise, the order is canceled. Delivery Order Processing. Delivery Employees may not leave Atrium Fresno’s premises without at least one delivery order already received and processed by Atrium Fresno. Sales Assistants prepare a Delivery Request Receipt for each cannabis goods delivery containing the following: (i) Atrium Fresno’s name and address; (ii) first name and employee number of Atrium Fresno’s Delivery Employee who delivers the order; (iii) first name and employee number of Atrium Fresno’s employee who prepares the order for delivery; (iv) first name and Atrium Fresno- assigned customer number for the customer who requests the delivery; (v) date and time the delivery request is made; (vi) delivery address; (vii) detailed description of all cannabis goods requested for delivery, including the weight, volume, or other accurate measure of the amount of the cannabis goods requested; and (viii) total amount paid for the delivery, including any taxes, fees, the cost of the cannabis goods, and any other charges related to the delivery. (Upon delivery, the Delivery Employee updates the Delivery Request Receipt to include the date and time the delivery is made and the signature of the customer who receives the delivery.) Sales Assistants retrieve the ordered cannabis goods from inventory storage and visually inspects each good, ensuring that: (i) the good is not expired; (ii) the packaging is intact and unopened; and (iii) the labeling is intact and legible. Sales Assistants ensure that the appropriate employees enter data regarding the cannabis goods ordered into the POS system and Track-and-Trace. Sales Assistants prepare a Delivery Inventory Ledger including the following information for each cannabis good: (i) type of good; (ii) brand; (iii) retail value; (iv) UID; and (v) weight or volume. All cannabis goods are placed into opaque exit packaging. Sales Assistants provide the Delivery Employee copies of the Delivery Request Receipts and the Delivery Inventory Ledger. Delivery Vehicle Loading. The delivery vehicle loading area is under 24-hour video surveillance. Prior to loading the delivery vehicle, management verifies that the Delivery Inventory Ledger contains less than $10,000 of cannabis goods. Employees load cannabis goods into the enclosed delivery vehicle, ensuring that the goods are locked in a fully enclosed box, container, or cage that is secured on the inside of the vehicle (but is not comprised of any part of the body of the vehicle) and are not visible to the public. Delivery Employees ensure that the delivery vehicle is ready for departure and that all necessary items and documents are in the vehicle by following the Pre- Dispatch Checklist Policy. 47 SECTION 1.6.1 (vi) (Cont.) Making a Delivery. Delivery Employees follow the preplanned delivery route as assigned by management using Google Maps or another GPS navigation application. Unscheduled stops or deviations are not permitted except for necessary rest, fuel, and vehicle repair stops, or if road conditions make continued use of the route unsafe, impossible, or impracticable. If a stop or deviation from the delivery route is necessary, the Delivery Employee follows the Delivery Employee Communication Policy and Delivery Security Policy and records the stop on the Delivery Stop Log. Delivery Vehicle Unloading. Upon arrival at a delivery address, the Delivery Employee verifies that the delivery address matches the address listed on the Delivery Request Receipt. The Delivery Employee surveys the area for any suspected security risks. If a risk is perceived, the Delivery Employee calls management or local law enforcement, if necessary. If the area is clear of security risks, the Delivery Employee removes the cannabis goods from the vehicle’s storage compartment. Before exiting the vehicle, the Delivery Employee retrieves the age verification device and either a paper Delivery Request Receipt or the tablet or other technology used to sign and send Delivery Request Receipts. Finally, the Delivery Employee exits and locks the delivery vehicle, activates the alarm system, and approaches the delivery address. Delivery Order Drop-Off. The Delivery Employee attempts to contact the customer by knocking on the door or ringing the doorbell. If there is no response after a reasonable time, the Delivery Employee returns to the delivery vehicle and contacts the customer by telephone. If there is no response within 5 minutes, the Delivery Employee returns to Atrium’s facility. If there is a response, the Delivery Employee first verifies that the person responding is the person who placed the delivery order and scans the customer’s identification with the age verification device to confirm that the provided identification is valid and that the customer is of legal age to purchase cannabis goods. The Delivery Employee accepts payment before transferring possession of the cannabis goods. The customer signs the Delivery Request Receipt and is provided with a copy. The Delivery Employee retains a copy of the signed Delivery Request Receipt for Atrium Fresno’s records. After completing the delivery, the Delivery Employee follows the procedures outlined in the Post-Delivery Policy. Post-Delivery. After completing (or attempting) each delivery, the Delivery Employee updates the Delivery Inventory Ledger to reflect the current inventory in possession of the Delivery Employee. The Delivery Employee notifies Atrium Fresno, either telephonically or electronically, that the delivery has been attempted or successfully completed. After completing (or attempting) the final delivery, the Delivery Employee updates the Delivery Inventory Ledger and returns to Atrium Fresno’s premises. The Delivery Employee provides management with the Delivery Request Receipt, Delivery Inventory Ledger, and Delivery Stop Log. Management confirms that the Delivery Request Receipt and Delivery Inventory Ledger are consistent and unloads any undelivered cannabis goods from the delivery vehicle and returns the goods to inventory. Management ensures that the Delivery Request Receipt, Delivery Inventory Ledger, and Delivery Stop Log are retained in Atrium Fresno’s records and available for inspection for at least seven years in accordance with the Records Storage Policy. 48 SECTION 1.6.1 (vi) (Cont.) Management ensures that an authorized employee updates the relevant inventory and Track-and-Trace records by the end of the business day. Delivery Security. Atrium Fresno’s Delivery Employee will not carry cannabis goods worth more than at any time. While carrying cannabis goods for delivery, Atrium Fresno’s Delivery Employee will only travel in an enclosed delivery vehicle operated by an Atrium Fresno Delivery Employee and will ensure the cannabis goods are not visible to the public. Atrium Fresno’s delivery vehicles will not have any marking or other indications on the exterior of the vehicle that may indicate that the Delivery Employee is carrying cannabis goods for delivery. Only authorized Atrium Fresno employees are allowed in the delivery vehicle during a cannabis goods delivery. Atrium Fresno’s Delivery Employees will not leave cannabis goods unattended in the delivery vehicle unless the vehicle is locked and equipped with an active vehicle alarm system. Each of Atrium Fresno’s delivery vehicles is outfitted with a dedicated GPS device, which is permanently or temporarily affixed to the vehicle and will remain active and inside of the vehicle at all times during delivery, enabling Atrium Fresno to identify the geographic location of the vehicle during delivery. Delivery Employee Communication. Each delivery vehicle is equipped with a GPS device, and management monitors the location of the delivery vehicle during a delivery. The Delivery Employee and management communicate via hands-free telephone. Prior to departing from Atrium Fresno’s premises for a delivery, the Delivery Employee verifies that the communication and GPS devices are properly functioning. The Delivery Employee reports all adverse delivery events found in the Delivery Security Policy to management, who records the events in the Adverse Incident Log. A routine telephone check-in takes place between the Delivery Employee and management at the start and completion of each delivery route. Delivery Vehicle Maintenance. At the beginning of each week, management performs the following basic vehicle checks: (i) verify that all exterior lights are functional; (ii) verify that all glass and mirrors are clean and free of chips, cracks, and scratches; (iii) test the brakes; (iv) test the horn; and (v) verify that tire pressure, condition, treadwear, and depth are within acceptable limits. Vehicles are cleaned routinely and as needed. Any drugs or alcohol found inside the vehicle are immediately removed and reported to management. Delivery Employees report any oil leaks to management. Employees check that seat belts are not damaged during interior car cleaning exercises. Delivery Employees monitor the condition of windshield wiper blades and notify management if they need to be replaced. Vehicles are routinely serviced according to manufacturer recommendations, and all required repairs are undertaken. Delivery Vehicle Stop. If, during a delivery, a delivery vehicle is stopped by the State Bureau of Cannabis Control BCC, the City of Fresno, or law enforcement, the Delivery Employee cooperates with the stop and responds to inquiries with urgency, honesty, and professionalism. 49 SECTION 1.6.1 (vi) (Cont.) (If the stop is by an agent of the BCC or the City of Fresno, the Delivery Employee requests to see the agent’s identification badge or other credentials to verify that the agent represents the BCC or the City of Fresno.) Immediately upon request by the stopping regulator, the Delivery Employee provides all Delivery Request Receipts, Delivery Stop Logs, and Delivery Inventory Ledgers in the Delivery Employee’s possession. After the stop, the Delivery Employee updates the Delivery Stop Log to reflect the stop and contacts management in accordance with the Delivery Employee Communication Policy to notify management of the stop. Upon returning to Atrium Fresno’s facility, the Delivery Employee provides the Delivery Stop Log to management, who confirms that the log reflects the regulatory stop and ensures that the record is retained in accordance with the Records Storage Policy. Delivery Employees. Prior to hiring a new Delivery Employee, management obtains a copy of the individual’s government-issued driver’s license to ensure that the individual is at least 21 years old and has the legal right to drive a motor vehicle in California. Upon hiring a new Delivery Employee, management enters the Delivery Employee’s information into the Delivery Employee List and retains a copy of the Delivery Employee’s driver’s license in the Delivery Employee’s personnel file. Management routinely checks Delivery Employees’ driver’s licenses, driving records, and insurance cards to ensure that the licenses are not expired or about to expire, and that the Delivery Employees maintain exemplary driving and insurance records. If a Delivery Employee’s driver’s license is set to expire within a month, management reminds the Delivery Employee that the license will need to be renewed for the Delivery Employee to continue performing deliveries on Atrium Fresno’s behalf. If there is any issue with a Delivery Employee’s driver’s license, including the expiration or suspension of the license, the Delivery Employee immediately notifies management so that management can decide the appropriate course of action. The Delivery Employee is not permitted to perform deliveries on Atrium Fresno’s behalf until any and all driver’s license issues are resolved. Prior to performing deliveries on behalf of Atrium Fresno, the Delivery Employee is trained in accordance with the Delivery Training Policy. Once the Delivery Employee leaves Atrium Fresno’s premise to perform a delivery on Atrium Fresno’s behalf, the Delivery Employee does not perform deliveries for any other licensees until the deliveries for Atrium Fresno are completed and the Delivery Employee has returned to Atrium Fresno’s premises. 50 SECTION 2. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN Social Equity Hiring Program. Cannabis legalization is a matter of social justice and is necessary to end historical and present-day disparate impacts to communities of color from the “war on drugs.” Proposition 64 recognized these principles of social justice by legalizing the use, transportation, and possession of cannabis by adults age 21 and over (within certain quantity limits) and by providing those convicted of cannabis offenses that are now either legal or carry lesser penalties the opportunity to have their sentences reduced or their conviction records destroyed. Atrium Fresno has incorporated social justice into its Community Benefits Plan in the ways set forth below. Investment in Social Equity Director. Atrium Fresno has partnered with Senior Pastor Mike Contreras as its Director of Social Equity. Atrium Fresno will work diligently with Pastor Mike to initiate community social equity programs and workforce opportunities, and youth violence and drug interdiction programs. Equitable Employment. The cannabis industry has the potential to create tens of thousands of jobs in California by the end of the decade. A 2016 white paper estimated that California’s legal cannabis industry could generate between 81,000 and 103,000 jobs. Atrium Fresno is committed to ensuring that minorities, low‐income individuals, and residents of communities most impacted by the War on Drugs are not excluded from employment opportunities in the cannabis industry. Atrium Fresno’s hiring target is to have 50% of its workforce composed of residents from communities where cannabis laws have been enforced disproportionately, individuals who have been arrested and convicted of a cannabis crime and their immediate family members, and individuals who are classified as low income. Commitment to Diversity. Atrium Fresno is an equal opportunity employer and would never discriminate against an applicant based on race, sex, gender, sexual orientation, religious views, or any other protected class. Atrium Fresno also recognizes that minorities, women, and veterans are underrepresented in the cannabis industry. In order to promote equitable opportunities and a diverse workforce, Atrium Fresno plans to prioritize the hiring, training, and advancement of minority and women applicants. In that regard, Atrium Fresno will participate in diversity job fairs sponsored by minority‐ serving groups, post job opportunities in minority‐ and women‐serving publications, and partner with various women and minority focused organizations. Atrium Fresno will track its progress in diversity hiring and make that data available to the city. Diversity and Inclusiveness. Atrium Fresno appreciates that Fresno is a vibrant heterogeneous community made up of many diverse neighborhoods. Atrium Fresno places tremendous value on providing its employees with cultural competence training and employing a culturally reflective staff. Moreover, as explained in more detail below, Atrium Fresno has diversity hiring goals in connection with its business operations. As exemplified in the ownership and management team, we will strive to mirror that level of diversity in our workforce. 51 SECTION 2. (Cont.) Economic Diversity. Atrium Fresno is sensitive to the economic diversity in Fresno. Although the Atrium Fresno retail experience will have a high‐end and luxurious aesthetic, Atrium Fresno aims to ensure that its high‐quality cannabis goods are compatible with any budget. SECTION 2.I LIVING WAGE Living Wage. Atrium Fresno’s compensation philosophy is to ensure that its employees can live in the community in which they work. This means compensating employees fairly for the work they do. Atrium Fresno believes that following this philosophy ensures an equitable work environment. Atrium Fresno is committed to paying more than the minimum living wage. SECTION 2.2 EMPLOYEE BENEFITS Benefits. In addition to a living wage, Atrium Fresno will provide its employees with a best-in-class benefits package that includes health insurance, dental and vision insurance, disability insurance, worker’s compensation, retirement plan (401(k) or equivalent), paid family medical leave, and paid vacation (15 days per year, vesting after 6 months). Atrium Fresno understands that its commitment to social equity hinges on whether it is willing to put its promises into action, and Atrium Fresno is prepared to demonstrate that understanding when it comes to salary and benefits for its employees. SECTION 2.3 EMPLOYEE COMPENSATION AND CONTINUING EDUCATION Atrium Fresno will voluntarily pay all employees above the required minimum. Hourly wages at Atrium Fresno will start at $ per hour, which is higher than the $ per hour minimum wage in California. Employee Training. Atrium Fresno employees are required to review and acknowledge the following policies and standard operating procedures: • Employee Theft and Fraud Policy • Security Awareness • Internal Larceny • Outside Authorities Access • Secured Areas Access Control • Delivery Monitoring • Video Surveillance • Cash Handling Procedures • Securing Product Deliveries • Securing Armored Cash Pickups 52 SECTION 2.4 SOCIAL POLICY SECTION 9-3316 (B) (1) FRESNO MUNICIPAL CODE (FMC) PERCENT OF LOCAL HIRES Local Hiring. Atrium Fresno is committed to creating job opportunities for Fresno residents. Moreover, whenever possible, Atrium Fresno will utilize Fresno businesses in connection with business operations. In order to facilitate local hiring and utilization of local business, Atrium Fresno will model its local hiring program on the Fresno’s local hire program. At Atrium Fresno, local employees means an innate understanding of the community and its inhabitants, which will help Atrium Fresno to more readily address the needs and concerns of the community. SECTION 2.5 LOCALLY OWNED AND MANAGED BUSINESS Local entrepreneurs and business operators Pietro De Santis (raised in Fresno, and who has been active in the residential and commercial real estate markets locally since age 19), Kenneth Labendeira, Sonny Santiago, Mike Contreras, and Tiffany Bean have been active in the Fresno business community for a combined total of over 50 years. SECTION 2.6 NUMBER OF EMPLOYEES AND ROLES AND RESPONSIBILITIES: Based on operators experience from retail locations of similar size, Atrium Fresno anticipates employing approximately 35 full and part time employees. Atrium Fresno estimates the following number of employees per shift: General Manager (1): General Managers will be responsible for implementation of Atrium Fresno SOPs and oversight of all managers and staff. General Managers responsibilities include but are not limited to: * Opening and closing of the retail store * Oversight of Day-to-Day operations * Approval of all inventory orders * Work closely with owners, co-managers, accounting, staff and security in all aspects of the business. Managers: (1) Managers support the GM and staff to facilitate day-to-day operations in support of Atrium Fresno SOPs. 53 SECTION 2.6 (Cont.) Inventory Manager: (1) Inventory managers are responsible for all inventory orders/reorder approvals, vendor shipment intake management and product aging/payout reports, assuring all inventory is properly entered into the POS and METRC systems by inventory staff. Controller / Bookkeeper: (1) The Controller is charged with keeping all company financial books and records up to date daily. Controller will collect financial data and present to company CFO/accounting professionals. Retail Floor Manager: (1) The retail floor manager is responsible for all sales associate staff, POS/register management, product displays and sales associate customer service oversight. Sales Associates: (20 total – revolving shifts of 8-10 associates per shift) Sales associates are responsible for greeting guests that are assigned to them from reception. Sales associates follow Atrium Fresno guest interaction protocols/SOPs and providing the customer with an elevated cannabis shopping experience. Sales associates greet customers with IPad in hand, and are trained to share the latest product offerings, product information and store specials. Once guests have made their product selections, the sales associate will guide the customers to the POS register for payment and checkout. Security: (3 per shift operational hours, 1 per shift after hours) Security Roles and responsibilities: Security job duties include, but are not limited to: • Grant access to visitors and check identification. • Watch CCTV cameras and the alarm reporting module in the ACS software for anomalies, alerts, or alarms. • Respond to alerts, alarms, and suspicious activities to investigate, and contact law enforcement when necessary. • Maintain the visitor/guest log. • Patrol the property and use the patrol verification tool as required under the Post Orders. • Provide excellent customer service to Atrium Fresno clientele; and • Prevent loitering or consumption by Atrium Fresno clientele. 54 SECTION 2.6 (Cont.) Security Officers conduct routine daily inspections of the exterior areas surrounding the premises and remove any litter or unwanted items upon discovery. Any concerns discovered during inspection are reported to management, or if necessary, to law enforcement authorities. Inspecting Security Officers sign and date the Premises Inspection Log, noting any concerns discovered and reported. Delivery drivers (2) Delivery drivers facilitate delivery orders and prepare customer online (in store pick- up) orders. Additional Support Staff (1) Full time employee in each position/per shift Position Responsibilities Intake: Checking in customers, verifying IDs and medical recommendations, checking customer's temperature Upstairs Fulfillment: Sends down product stored in the refrigerator and assists with any inventory or Meadow issues Downstairs Fulfillment: Stocks/Merchandises the inventory on the sales floor. Packing/Pick-up: Packs online orders, contacts customers on any issues regarding their online order, and updates I Heart Jane's online order tracking system. Runner/Front Cashier: Runs curbside orders and assists with cashing out customers. Sticker: Stickers new product to keep with BCC Compliancy. Receiving: Receives shipments and enters POs into Meadow. A/P: Accounts payable puts together employee paychecks and pays vendors. Shift Lead: Runs the break schedule, handles escalated customer issues, updates CFO and accounting staff. Develops daily discounts, creates signage to advertise deals Cashier/Phones: Cashiers are responsible for cashing out customers and answering any incoming phone calls. 55 SECTION 2.7 Labor Peace Agreement Labor Peace Agreement between Hemp Valley LLC. and International Longshore and Warehouse Union. 56 SECTION 2. Labor Peace Agreement 57 SECTION 2. Labor Peace Agreement 58 SECTION 2. SECTION 2. Labor Peace Agreement 59 SECTION 2.8 WORK-PLACE PLAN: SECTION 2.8.1 MINIMUM (30%) LOCAL HIRE Atrium Fresno will maintain 30% of Atrium’s payroll with Fresno resident employee hours. Moreover, whenever possible, Atrium Fresno will utilize Fresno businesses and contractors in connection with business operations. First, Atrium Fresno will conduct local outreach to identify and register local businesses and local residents for job referrals, including NAACP, Women at Work, Fresno Chamber of Commerce, the Fresno African American Coalition. Atrium Fresno’s principal Pietro De Santis has been supporting African American Coalition and most recently provided PPE to the coalition and the City of Fresno. Then, Atrium Fresno will identify and promote local procurement and contracting opportunities for local businesses and local hiring opportunities for the hiring of Fresno residents. Next, Atrium Fresno will support and promote the application of local preferences when selecting contractors and individuals to work for Atrium Fresno. Atrium Fresno is aware of the many job fairs held in the City of Fresno and will participate in these events. Atrium will track its progress in local hiring and utilization of local contractors and make that data available to the city. SECTION 2.8.2 APPRENTICESHIP/CONTINUED EDUCATION IN THE FIELD Atrium Fresno is committed to having a robust employee education program. All employees and managers will participate in structured training programs developed by Michael Nolin and Rami Hajar that include research-backed information regarding the endocannabinoid system, safe cannabis use, local regulations regarding smoking, alternative delivery methods, and laboratory testing requirements. Atrium Fresno’s employees will possess an understanding of California and Fresno laws and regulations regarding cannabis, short- and long-term effects, products that may benefit customers, risks and warning signs of abuse, safe handling of cannabis products, ethics, and customer privacy and rights. Atrium Fresno will utilize workshops, digital and print educational materials, and seminars to better inform and educate employees. Orientation Training. Upon joining Atrium Fresno, a new employee receives a copy of the Employee Handbook and participates in orientation training that is appropriate to the employee’s job function and includes information regarding customer service, quality control, security, workplace safety, age-verification devices, daily limits, recordkeeping, and regulatory responsibilities. Managers, Sales Assistants and Delivery Employees are trained to follow Atrium Fresno’s standard operating procedures to ensure familiarity with industry best practices that enhance the customer retail and delivery experiences. The intent of this specialized educational information is to provide Atrium Fresno employees with a detailed knowledge of cannabis and cannabis products that extends beyond the common sativa versus indica simplifications and accounts for current 60 SECTION 2.8.2 (Cont.) cannabis compound pharmacology to better assist customers in determining their dosage, preferences, and desired effects. Non‐Cannabis Training Curriculum. Beyond cannabis education and expertise, Atrium Fresno training will address compliance with California and Fresno regulations, workplace etiquette, defining sexual harassment, reporting sexual harassment, and creating a positive work environment. In addition, Atrium Fresno will provide cultural competency training, Sensitivity training, customer service training, and advance training in identifying substance abuse so that Atrium Fresno employees are equipped to interact with Fresno’s diverse population. Brand Partnership Training. Atrium Fresno’s employees understand that customers rely on them to determine the differences in cannabis products. Knowing this, Atrium Fresno will arrange for brands whose products are sold in its facility to educate employees on the differences between their products, their potency, their effects, and administration techniques. Ongoing Training. Atrium Fresno recognizes that not all employees learn the same way or at the same speed. Thus, management speaks with each employee individually to assess the employee’s experience and learning style and adapts training accordingly. Moreover, in addition to in-person, hands-on training, Atrium Fresno will offer computer modules and other reading materials so that employees are able to conveniently access training information in written form (to accommodate visual learners) and on an ongoing basis. At a minimum, Atrium Fresno’s current SOPs are made available to all employees. Atrium Fresno will continue to train on an ongoing and on-the-job basis to ensure that employees are familiar and comfortable with Atrium Fresno’s policies and procedures and are able to meet Atrium Fresno’s standards in the execution of their duties. To identify any deficiencies, Atrium Fresno will review the effectiveness of training both informally and at employee weekly review meetings. All training is done on a weekly basis and documented, and training records are retained in personnel files. Cal-OSHA Training. Within one year of receiving its license, Atrium Fresno will ensure that at least one supervisor and one employee successfully complete 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. 61 SECTION 2.8.2 (Cont.) SECTION 2.8.3 Atrium Fresno will invest in its employees by providing optimal workforce compensation benefits and training. Atrium Fresno’s starting salary is higher than the minimum living wage, and Atrium Fresno believes in supporting its employees economically SECTION 2.9 SOCIAL EQUITY INCUBATOR / EQUITY PRODUCTS PLAN AND SUPPORT: Atrium Fresno is committed to carrying a fair percentage of locally sourced social equity business products and brands, (at no charge) for point of sale shelfing space and marketing programs. This will allow our social equity partners retail access and marketing value for their business. Atrium Fresno will support Social Equity businesses and products and will work with the City of Fresno to further its Social Equity program. 62 SECTION 3. NEIGHBORHOOD COMPATABILITY PLAN Pre-Application Outreach. Hemp Valley LLC. has developed a deep understanding of the Fresno community through its extensive pre-application outreach. In order to obtain a better understanding of Fresno, Atrium/Hemp Valley management representatives met with residents, business owners, and non-profits. Specifically, Hemp Valley LLC. decided at the beginning of the application process to send Atrium’s COO/Regional Operations Manager Rami Hajar to Fresno to familiarize the Atrium Group with the Fresno community and Pietro’s community outreach and engagement initiatives. Atrium received numerous favorable comments about the quality of its store design. Many people commented that the obvious quality of the design was calming to those that harbored lingering objections about the look of retail cannabis. Atrium/Hemp Valley received no concerns regarding crime or the potential of being a public nuisance. Atrium Fresno’s Website. Atrium Fresno will establish a website (www.atriumfresno.com) notifying the Fresno community of its intention to pursue a cannabis retailer license in Fresno. The website will contain videos of the grand opening of Atrium Fresno, and Atrium Fresno will invite visitors to leave comments or ask questions in an online submission form. Door‐to‐Door Outreach. Atrium Fresno will conduct door‐to‐door outreach at each property located within a 1,000-foot radius of its location. The ownership team has conducted similar outreach in connection with their other licensed cannabis projects. The inclusion of neighborhood in the planning of the project allows Atrium Fresno to respond to community concerns. Community Seminars. Atrium Fresno will conduct community educational seminars for individuals interested in understanding more about cannabis and the cannabis industry. These talks will offer an opportunity for members of the local community to learn more about the science and regulations concerning cannabis in an informal, approachable setting. Topics will include the endocannabinoid system in the human body, regulations behind personal use and cultivation, the medicinal benefits of cannabis, what to look for before purchasing a product, how to read and understand a cannabis product label, cannabis safety, and more. Seminars will be comprised of recognizable figures from the cannabis industry and are modeled after author lectures at bookstores—welcoming, engaging, and informative. 64 66 SECTION 3.1 RESPONSE TO COMMUNITY COMPLAINTS: Responsiveness. Atrium Fresno will implement a robust framework to obtain community feedback and respond to it immediately. Atrium Fresno will establish a website (www.atriumfresno.com) wherein customers can directly leave messages for the Atrium Fresno team. Additionally, Atrium Fresno will have a 24-hour community liaison, whose telephone number and e‐mail address will be prominently posted on the outside of the Atrium Fresno facility. The Atrium Fresno team also monitors a general e‐mail address and communications on social media (e.g., Facebook, Instagram, Yelp). The goal of this program is to respond to community concerns immediately so issues can be resolved without city intervention. SECTION 3.2 NUISANCE IMPACT TO SURROUNDING COMMUNITY: Atrium understands Fresno values and unique aspects of the community. Through its broad community outreach, Atrium Fresno has a deep understanding of Fresno values and understands that Fresno’s values are critical to accomplishing the city vision of combining science and technology, arts and culture, history, and architecture with great neighborhoods and opportunities for all. In furtherance of making the city vision a reality, Atrium Fresno will incorporate Fresno’s city values into its operation. Atrium Fresno intends to implement proven standard operating procedures (“SOPs”) that ensure its business minimizes its environmental impact, improves the air quality for its customers and employees, and serves as a leader in the cannabis industry for community integration and nuisance abatement. Atrium Fresno has contracted with Turner Security to ensure the safety of employees, customers and neighboring residents. SECTION 3.3 ODOR MITIGATION: Odor Control Experience. Atrium Fresno will rely on its owners’ years of experience as operators in the cannabis industry to utilize the best practices available in regulating air quality and odor control. At other facilities —Atrium in Woodland Hills and DC Collective in Canoga Park—Atrium’s owners have seen which odor management policies work best in practice and intend to apply this knowledge in the City of Fresno. SECTION 3.4 POTENTIAL ODOR SOURCES: Atrium Fresno houses various cannabis products, that may result in potential odor sources. Atrium Fresno recognizes the potential for these sources and has multiple proven strategies to address odor mitigation. 67 SECTION 3.5 ODOR CONTROL DEVICES AND STRATEGY: Odor Control System. Air inside Atrium Fresno’s facility will be filtered, exhausted, and replaced with fresh air multiple times per hour. Atrium Fresno will ensure that all areas where cannabis odors are present are constructed in such a way that they are sealed, forcing air to leave the facility only through the filtered ventilation system—the result of negative air pressure — ensuring that cannabis is not detected offsite. Ventilation and Negative Air Pressure System. The purpose of Atrium Fresno’s ventilation system is to filter and exchange the air in the areas on its premises where cannabis odors are present and to maintain a negative air pressure in those areas so that cannabis odor is not detected outside of the facility. Carbon filtration is currently the most effective method of controlling cannabis odor. Air exhausted through Atrium’s ventilation system will be cleaned by inline carbon filters attached to the ducting. Pleated carbon filters attached to package unit air conditioners on the roof of the building will clean the air entering the premises. This ventilation system will allow for multiple air changes per hour, ensuring that the air inside Atrium Fresno is fresh, and the air outside the facility is free from the smell of cannabis. Negative air pressure occurs when the air being brought into a room is less than the air being exhausted from it. Precise control of a room’s air pressure can essentially allow for the control of where the air in the room—and thus the odor—can travel. Atrium Fresno will install inline fans in the ducting of the building that will afford management precise control over the amount of air being ventilated from a specific room. Rooms where cannabis odors are present will be maintained under a negative air pressure by controlling the fan speed or altering the fan size such that the air exhausted from the room through the carbon filters is always greater than the air being brought into the room. Intake and exhaust vents will be located in the ceiling of all rooms where cannabis odors are present on the premises. Ventilation lines will consist of R8 insulated ducting and KD sheet metal ducting helping to ensure that no air escapes the ventilation system before it passes through the inline carbon filters. Atrium Fresno’s air filtration system will also utilize a prefilter to increase the lifespan and effectiveness of the carbon filters. Prefilters ensure that dust in the ventilation system does not clog the filter. Carbon filters will be replaced according to a schedule determined by the cubic footage of the rooms where air is being cleaned. The pleated carbon filters in the air conditioning units will be replaced at least once per year. Atrium Fresno’s owners’ previous experience operating other retail cannabis locations has provided knowledge about how long these filters last and when they need to be inspected. 68 SECTION 3.6 STAFF ODOR TRAINING AND SYSTEM MAINTENANCE SOPS Inspection and Maintenance Procedures. Management conducts an inspection of the premises every morning before opening. If cannabis odor is detected, management contacts a designated HVAC professional to visit the facility immediately and inspect the system. If necessary, Atrium Fresno will replace carbon filters to alleviate the odor. Additionally, Atrium Fresno’s community relations contact will immediately report any odor complaints from neighbors to management. Because every location has its own unique challenges, Atrium Fresno realizes that it cannot completely rely on past experience to model its odor control system in Fresno. In other locations throughout the state, Atrium has found that filter inspections once every six months is sufficient for ensuring that filters are performing efficiently; however, in its Fresno location, Atrium will initially inspect filters once every three months to determine an appropriate replacement schedule. Atrium Fresno will hire HVAC professionals with previous experience installing odor control systems for cannabis businesses. These same experienced HVAC professionals will be hired to conduct maintenance on the ventilation and air filtration system. SECTION 3.7 WASTE MANAGEMENT PLAN: Inventory Disposal. All cannabis is disposed of and destroyed in accordance with Atrium Fresno’s Cannabis Waste Policy. Specifically, all cannabis waste is carefully stored, secured, and controlled to prevent diversion and promote safety. Atrium Fresno’s policies aim to deter individuals from scouring through its cannabis waste receptacles in search of discarded cannabis goods. Cannabis waste will be stored, managed, and disposed of in accordance with all applicable waste management laws. Cannabis goods intended for disposal will remain on Atrium Fresno’s premises until rendered into cannabis waste. Cannabis goods intended for disposal will be secured and separated from other cannabis goods on the premises, with access limited to Atrium Fresno employees or agents, until the goods are destroyed and ready for disposal. To be rendered as cannabis waste for proper disposal, cannabis goods will first be destroyed on Atrium Fresno’s premises. This includes, at a minimum, removing or separating the cannabis goods from any packaging or container and rendering them unrecognizable and unusable. Until cannabis waste can be removed from the premises, cannabis waste is secured in a receptacle on the premises that is accessible only to Atrium Fresno employees and authorized waste haulers. Management performs a visual security inspection of the cannabis waste receptacles each morning to check for tampering or damage and promptly addresses any issues. 69 SECTION 3.7 (Cont.) Atrium Fresno maintains accurate and complete records to account for, reconcile, and evidence disposal of cannabis waste. Atrium Fresno will report all cannabis waste activities, up to and including disposal, into Track- and-Trace. Cannabis waste disposal records will be entered into Track-and-Trace, maintained electronically for at least seven years, and made available to regulators in electronic or hard-copy form immediately upon request. Specifically, the following information will be entered into Track-and-Trace for each cannabis waste destruction and disposal: (i) name and type of the cannabis goods; (ii) UID of the cannabis goods; (iii) amount of the cannabis goods, by weight or count, and total wholesale cost of the cannabis goods, as applicable; (iv) date and time of the destruction and disposal; (v) name and license number of other licensees involved in the destruction and disposal; (vi) name of the employee performing the destruction or disposal; (vii) reason for the destruction and disposal; and (viii) entity disposing of the cannabis waste. Management will oversee cannabis waste and will ensure that the destruction and disposal is entered into Track- and-Trace. 70 SECTION 4. SAFETY PLAN Atrium Fresno North 4561 N Blackstone Ave. Fresno Ca Fire and Life Safety Plan and Emergency Evacuation Plan 4.1 GENERAL: This plan has been prepared by Eleanor Ratliff, owner of Eleanor Ratliff Consulting, LLC. Eleanor Ratliff has over twenty-seven years’ experience in Fire Prevention and Hazardous Materials inspection, management and emergency response and is a California State Fire Training Certified Fire Prevention Officer, Fire Training Officer and Hazardous Materials Specialist. Retired from Sonoma County Fire and Emergency Services, she now teaches Fire Prevention classes in the Fire Technology program at Santa Rosa Junior College and manages Eleanor Ratliff Consulting, LLC. This plan is intended to address comprehensively the issue of providing for the orderly evacuation of the facility during emergency situations. The main goal of any evacuation is the rapid, systematic removal of all persons from potentially hazardous areas, to a safe evacuation staging point, to account for all employees, and to assure an all-clear of the evacuated area. 4.2 RESPONSIBILITY: The General Manager is responsible for all facets of this program and has full authority to make necessary decisions to ensure success of the program. The General Manager is the sole person authorized to amend these instructions and is authorized to halt any operation of the company where there is danger of serious personal injury. Contents of the Facility Evacuation Plan • Written Program • Evacuation Notification • Employee Responsibility • Supervisor Responsibility • Visitor Responsibility • Contractor Responsibility • Procedures for Fire & Explosions • Procedures Medical Emergency • Power Outage Procedure • Procedures Spills or Gas Release • Procedures for an Earthquake • Procedures for a Bomb Threat • Procedures to Return to Work • Emergency Evacuation Map Locations. • Evacuation Staging Areas • Accident and Incident Reporting and Notification 71 4.2 Written Plan. Atrium Fresno will review and evaluate this plan: On an annual basis, When changes occur to 29 CFR, that prompt revision of this document, When facility operational changes occur that require a revision of this document, After an evacuation, to make improvements from “lessons learned,” Any time a component of the plan fails. Effective implementation of this program requires support from all levels of management within this company. This plan will be communicated to all personnel that are affected by it. It encompasses the total workplace, regardless of the number of workers employed or the number of work shifts. It is designed to establish clear goals and objectives. 4.3 Evacuation Notification The order to evacuate will be made by General Manager or any supervisor. All evacuations will start with either the fire alarm signal, or the face to face announcing of the EVACUATION ORDER or the notification of an affected area supervisor. All evacuation orders will include: The reason for the evacuation, The area or areas involved in the evacuation, Any area or areas to be avoided in the evacuation, Any evacuation staging points that must be avoided. 4.3 Employee Responsibility All employees upon receipt of an evacuation order shall exit the work area via the Nearest Unaffected Exit. They shall proceed to the designated evacuation staging area for the area within the building they were in at the time of the evacuation order, quickly and quietly. They shall also upon request, aid their supervisor in taking role or by being a runner. Egress Routes. All employees shall become familiar with the location of all posted egress routes of the facility areas that they frequent and shall know the primary and secondary egress routes of their work area. Evacuation Staging Areas. All employees shall become familiar with the marked evacuation staging points and shall know the primary evacuation staging area of the facility areas that they frequent and for their work area. NO ONE WILL LEAVE AN EVACUATION STAGING AREA WITHOUT THE EXPRESS PERMISSION OF THE SENIOR EMPLOYEE PRESENT. Arrival Actions. Upon arrival at an evacuation staging area, each employee shall seek out the senior employee present to assure that they have been accounted for. They shall also upon request, aid area supervisors or managers in taking a role or by being a runner. 72 Visitor Escorts. Each visitor at the facility must always be escorted throughout the facility by a company employee. The escort will ensure their visitor is escorted to an evacuation staging area or safe spot as required. Upon arrival at an evacuation staging area, the visitor's name will be forwarded to the employee in charge at the evacuation staging point. 4.3 Supervisor Responsibility If time permits, supervisors shall determine what machines or processes should be shut down. Hazardous process shut down will be done in accordance with established procedures. Supervisors shall assist employees in making a quick egress of the area and direct them to the assigned evacuation staging point. Supervisors shall take role to assure all their employees are accounted for and shall submit a list of any employees missing and/or additional persons located at their evacuation staging area to senior management and or the responding fire department. A Human Resources representative will verify the employee rosters and note any people on leave or absent at the time of the evacuation. The General Manager and Supervisors will make sure employees on all shifts are trained to this plan. 4.3 Visitor Responsibility. Company Escorts. The evacuation of a visitor or customer is the responsibility of the company escort. All visitors will be briefed that they must always be escorted in the facility by a company employee. Evacuation Staging Areas. All visitors shall be briefed prior to entering, on the safety rules and regulations at the facility. Upon notification of an evacuation the escort will ensure that they immediately exit the building via the nearest exit, report to the nearest evacuation staging point, and give their name to the senior employee in that evacuation staging area. NO ONE WILL LEAVE EVACUATION STAGING AREAS WITHOUT THE EXPRESS PERMISSION OF THE SENIOR EMPLOYEE IN CHARGE. 4.3 Contractor Responsibility The evacuation of an employee of a contractor is the responsibility of that contractor. Evacuation Staging Areas. All contractor employees shall be briefed by the contractor's management before entering the site, as part of any required OSHA training. Upon notification of an evacuation they will immediately exit the building via the nearest exit and report to the nearest evacuation staging area and give their name to the senior employee present. NO ONE WILL LEAVE EVACUATION STAGING AREAS WITHOUT THE EXPRESS PERMISSION OF THE SENIOR EMPLOYEE IN CHARGE. 73 4.3 Procedures for Fire & Explosions Upon notification of a fire or explosion by the facility fire alarm system, or as directed by management, all employees not assigned emergency duties should evacuate the building immediately in accordance with the posted evacuation routes and report to the assigned (or) nearest evacuation staging area or location designated at the time. Supervisor Responsibilities. Supervisors will provide guidance and instructions as needed. Evacuation should be done in a calm and orderly manner. If time permits, search all confined areas, such as washrooms, rest rooms, etc. NO ONE WILL LEAVE EVACUATION STAGING AREAS WITHOUT THE EXPRESS PERMISSION OF THE SENIOR EMPLOYEE IN CHARGE. Employee Responsibilities. Once you leave the building, NEVER RE-ENTER until instructed to do so by management! If time permits, employees leaving the building should close all doors to help contain the spread of fire. Difficulties in Evacuation. If smoke and/or heat conditions are encountered while evacuating, remember to stay low to the floor and exit by the nearest door or window. In the event of a major fire, evacuation may have to be delayed until the fire is under control and/or extinguished. If this situation exists, remain calm and shield yourself from the fire. If you are unable to escape, stuff clothing, rags, etc., in or around all cracks to help keep the smoke from entering your location. It is most important to try and notify someone of your location. If the telephone is out of service, try to get someone's attention by yelling or making noises. ABOVE ALL, remain calm until help arrives. After employee notification is accomplished, the facility manager shall remain near the front entrance until the local fire department arrives and prepare to receive information from area supervisors upon the completion of their evacuation. The facility manager shall remain in charge until the local fire department arrives. The General Manager will oversee the communication with the alarm company and the restoration of all alarms. 4.3 Power Outage Procedure (Employee Responsibilities). When a power outage occurs, the following procedures should be followed: Stop what you are doing, but DO NOT move around until the emergency lights come on. All personnel (except those designated to handle equipment procedures during power failure) should report to their supervisor once the emergency lights come on. Once everyone arrives in the evacuation area, a head count should be obtained by each supervisor of their work area personnel. The shift supervisor, or authorized management person should determine that all work area personnel are accounted for (except equipment designated personnel). The shift supervisor, or authorized management person should then find out the extent of the power failure and issue assignments, accordingly, depending on the situation. 74 4.3 Procedures for A Spill or Leak While no hazardous materials are used on site the potential for a release or spill is still required. Upon notification or alarm of a hazardous materials spill or leak the emergency personnel shall announce the appropriate evacuation information by telephone or verbally to the affected area or areas. Close the door to the extraction room so the ventilation system can exhaust the gas or vapors. The facility manager or General Manager shall notify the proper authorities. After notifying affected areas the facility manager or General Manager shall remain at the front entrance and prepare to receive information from area supervisors upon the completion of their evacuation. The facility manager shall remain in charge until relieved by the authorized emergency personnel. The facility manager or General Manager shall give all information about this incident including the degree of success of the evacuation to the emergency personnel upon their arrival. If outside agencies are notified, brief the agencies upon their arrival. 4.3 Procedures for An Earthquake The response to an earthquake is a reactive one, thus no warning is given. Take cover in doorways, or under heavy, well-supported, machinery. After the earthquake subsides, evacuate the building to the designated evacuation staging areas. If any damage has occurred to the facility, facility manager or General Manager shall notify the proper authorities. This person shall prepare to receive information about damage to the property, and or trapped or missing persons. The General Manager shall remain in charge until relieved by senior management personnel. The facility manager or General Manager shall forward all pertinent information to management personnel or other agencies upon their arrival. 4.3 Procedures for A Bomb Threat Upon notification of a Bomb Threat the General Manager shall notify the proper authorities, i.e., Police, Fire Department via the 911 emergency system. After notifying affected areas the General Manager shall remain at the phone and prepare to receive information from area supervisors upon the completion of their evacuation. The General Manager shall remain in charge until relieved by senior management personnel. The General Manager shall give all information about this incident including the degree of success of the evacuation to the management personnel upon their arrival, or to other agencies that have been requested to respond. 4.4 Locations of Fire Extinguishers: Fire extinguishers will be located throughout the building according to the Fire Plan and Fresno Fire Code Regulations. (See Fire Plan Map below) 75 4.5 Procedures for a Workplace Injury or Medical Emergency: Onsite medical emergencies involving a customer or employee will be reported via the 911 system and medical emergency responders summoned. An employee will meet the emergency responders near the main entrance and provide needed information. An OSHA Reportable workplace injury to an employee will reported to Cal OSHA at (559) 445- 5302 4.5 Procedures to Return to Work Facility Evacuation. After a survey of the facility has been conducted by emergency responders, and/or personnel designated by management, the decision for return to work will be made. If the area is declared hazard free, personnel may return to work once the order is given. If hazards are detected, personnel will be released to go home. Emergency Evacuation Map Locations. EMERGENCY EVACUATION AREAS AND EXITS Plant Location Map Location of Exit Route Evacuate/Assemble To Offices Near rear exit Staging Area Customer/Store area Near main exit Staging Area Storage area Near rear exit Staging Area 4.5. FIRE SAFETY: The facility is equipped with an automatic fire alarm that is interconnected by a third-party monitoring company. A fire alarm will automatically be transmitted to the fire alarm company and then relayed to the emergency 911 system for emergency resource dispatch. Upon detection of a fire, via smoke detectors, the onsite audible and visual notification signal will activate. An audible and visual alarm is in every occupied area including the restrooms, storage areas, lobby, sales area, offices, and breakrooms. The fire alarm system will be inspected and serviced annually by a licensed fire alarm company. Fire extinguishers are combination 2A10BC sized as required for low hazard occupancies. Fire extinguishers will be located at each exit and within the facility so that a minimum travel distance of 50 ft to an extinguisher from any location is viable. 76 SECTION 4.5 (CONT.) Fire extinguishers will be serviced annually by a licensed fire extinguisher company. Potential ignition sources (smoking materials, extension cords, portable heaters, etc.) is prohibited from use in the facility except for temporary extension cord use (less than 90 days). General housekeeping will be maintained so as not to accumulate combustible packaging and refuse. Emergency exits will always be kept clear and accessible. Storage of goods and product will be limited to a maximum of 12’ in height and restricted to 24” below the ceiling. 4.5. FIRE SAFETY: (cont’d) An emergency key or Knox box will be placed near the entrance. A dry hydrant is located approximately 200 ft to the east and is color coded green usually indicating 1,000-1500 GPM. 4.5. NOTIFICATION: Fires, significant Hazardous Materials spills, and medical emergencies will be immediately reported via the 911 system. An employee will meet the emergency responders near the main entrance and provide needed information. All fires will be reported even if they are extinguished by onsite personnel. Workplace injuries requiring Cal OSHA notification will be made within 24 hours of the reportable injury (See Accident and Injury Reporting in the Injury Illness and Prevention Plan). Emergency Phone Numbers will be posted in the office area. 4.5 TRAINING: Employees will be trained by management or an outside training consultant upon hiring and annually thereafter in the following: Emergency Plan Evacuation Plan and Exercise Emergency Reporting of Fires, medical aids, bomb threats, hazardous materials incidents. Use of Fire Extinguishers CPR First aid requires training every two years. (A minimum of 1 on site employee will be trained in CPR). Employees will be trained annually in the safe use of fire extinguishers. 78 Atrium Fresno North 4561 N Blackstone Ave. Fresno Ca 79 SECTION 4.5 (CONT.) 80 SECTION 4.5 (CONT.) 81 SECTION 4.5 (CONT.) 82 SECTION 4.5 (CONT.) SECTION 5. SECURITY PLAN CONFIDENTIAL 100 SECTION 6. LOCATION SECTION 6.1 Description of Property: Basic Information The building is located 4561 N. Blackstone Avenue. It is freestanding, 5,612 square feet, on a .63-acre lot shared with two other freestanding buildings. There are 32 on-site parking spaces. Suitability of Location This is an excellent location for our cannabis retail storefront. In 2016 the City of Fresno rezoned Blackstone Ave from the zoning of C-6 (Heavy Commercial) to CMX (Commercial Mixed Use). The new CMX zoning allows and encourages the Development of Mixed-use Center. Pietro De Santis, the sole Member of the Applicant Hemp Valley LLC, is currently working with the City of Fresno on developing the vacant land behind 4672 N Blackstone Ave in accordance with the CMX zoning. He understands the City’s goals, and the plan set forth in this Application is designed to meet the vision of this City of Fresno District. The specific purposes of the Commercial Districts are to: • Provide for a full range of commercial uses to serve Fresno and the greater region; • Ensure the provision of shops, services, and facilities needed to accommodate future population and employment; • Establish development and design standards that create a unified, distinctive, and attractive character along commercial streets; • Provide appropriate buffers between commercial and adjacent residential uses to preserve both commercial feasibility and residential environments; • Ensure that new development is designed to minimize traffic and parking impacts on surrounding residential neighborhoods and is appropriate to the physical characteristics of the area; and • Implement and provide appropriate regulations for General Plan classifications of “Main Street Commercial”, “Community Commercial”, “Regional Commercial”, “General Commercial”, “Highway and Auto Commercial” and “Commercial Recreation.” 101 SECTION 6.1 (cont’d) The purposes of the Mixed-Use (MX) Districts are to: • Promote pedestrian-oriented infill development, intensification, and reuse of land consistent with the General Plan; • Allow and encourage the development of mixed-use centers and corridors with a vibrant concentration of goods and services, multi-family housing, and community gathering and public spaces at strategic locations; • Transform certain auto-oriented boulevards and corridors into vibrant, diverse, and attractive corridors that support a mix of pedestrian-oriented retail, office and residential uses in order to achieve an active social environment within a revitalized streetscape; • Provide options which reduce the need for private automobile use to access shopping, services, and employment and minimize air pollution from vehicle miles traveled; • Offer additional housing opportunities for residents seeking to live in an urban environment; • Improve access to a greater range of facilities and services for surrounding residential neighborhoods; • Establish development and design standards for these centers and corridors that will create a unified, distinctive, and attractive urban character, with appropriate transitions to adjacent residential neighborhoods; and • Facilitate mixed-use residential development at increased densities and intensities in key locations such as along Bus Rapid Transit (BRT) corridors. Implement and provide appropriate regulations for General Plan Classifications of “Neighborhood Mixed-Use” “Corridor/Center Mixed- Use” and “Regional Mixed-Use.” Our storefront will advance many of these goals. We will provide a high quality retail experience to meet the needs and expectations of many in our community. We will provide employment. Our business will be attractive, and our building has already gone through extensive remodeling. The extensive available parking on-site will minimize parking impacts. Many people who visit our location will take advantage of shopping opportunities offered by nearby businesses. In 2017, the City of Fresno launched their Bus Rapid Transit (BRT). This will be very beneficial to our business. Our location is on the BRT route, with a stop at or near our location. As has been true for many cannabis retail storefronts, we expect many people will use BRT to reach us. We will also encourage our employees to use BRT. This will help reduce the need for private automobiles. 102 SECTION. 6.2 Photos of front view of building 103 SECTION 6.3 Premises diagram (1st Floor 4561 Blackstone Ave.) 104 SECTION 6.3.1 Building parking: Parking Plan There is ample on-site parking available at 4561 Blackstone Ave. There are currently fourteen (14) parking spaces on the property, with plans to expand parking significantly. Employees and Patrons will be utilizing the parking spaces available and Company promoted ride-share programs that include taking eco-friendly and non-vehicle options to work will be promoted. There is ample free street parking on Olive and in all directions surrounding the property. 105 SECTION 7. COMMUNITY BENEFITS AND INVESTMENT PLAN SECTION 7.1 Social responsibility Plan: Atrium Fresno is keen to negotiate with the City, local stakeholders, and community coalitions to develop a community benefits plan that is constructive in meeting real community needs and bringing measurable and permanent enhancements to the City of Fresno. To this end, the ownership team has already reached out and established a partnership with one of the premier charitable organizations in Fresno, Victory Outreach Church and Pastor Mike Contreras. Victory Outreach is an international, church-oriented Christian ministry called to the task of evangelizing and discipling the hurting people of the world. This call involves a commitment to plant and develop churches, rehabilitation homes and training centers, in strategic cities of the world. Victory Outreach inspires and instills within people the desire to fulfill their potential in life with a sense of dignity, belonging, and destiny. Victory Outreach works cooperatively with others of mutual purpose in accomplishing the task before them. Atrium Fresno is assisting Victory Outreach by developing a training program framework for college-aged participants that will provide comprehensive cannabis industry education, with a focus on developing career path opportunities for college-aged students from impacted communities within the burgeoning cannabis industry. Atrium’s Fresno’s senior management team will be additionally sharing advice and support to Victory Outreach with its marketing and public relations, fundraising efforts, and providing internship and paid job opportunities to deserving young people. Atrium Fresno is extremely excited to be partnering on such a worthwhile cause, which will bring growth and opportunities to the next generation of home-grown entrepreneurs. The applicants are also enthusiastic about causes which assist offender rehabilitation. These are the projects that will be the first beneficiaries of Atrium’s community outreach efforts, although under the direction of Pastor Mike Contreras, there will be many further initiatives that will be aided and energized by the presence of Atrium Fresno. These deserving initiatives fall into a program of good works that the applicants have rolled out across each of their businesses, assisting otherwise underfunded public bodies and low income or disenfranchised groups within the various neighborhoods where they are in operation, and creating transformational impact on areas that are overdue for investment and enrichment. For example, Pietro De Santis regularly contributes to the community through fund raises, food distribution, donations of PPE, and countless other community outreach programs with Victory Outreach. 106 SECTION 7.1 (Cont.) Finally, Atrium Fresno is confident that its legal cannabis operation will itself be welcomed as a benefit to the whole community, providing accessible and high-quality cannabis products to those who might otherwise not have access to a safe and regulated provider. The owners are committed to ensuring that those who are its neighbors have opportunities to join Atrium Fresno as employees, customers, and business associates in making this project the next commercial success story for the greater advancement of the City of Fresno. 107 SECTION 7.1.1 Outreach Services funding: Pietro De Santis has been in partnership with Victory Outreach on multiple initiatives and will continue to support it in the future, in the form of capital contributions and charity events. Atrium Fresno is committed to providing benefits and support to Victory Outreach and its community base as well. Expungement Clinics. Atrium Fresno has earmarked its donation to Public Counsel for the purpose of hosting expungement clinics for individuals in the Atrium Fresno community in which residents can have previous marijuana‐related convictions removed from their record. Atrium Fresno will continue to support Public Counsel both through its legal clinics, and by making gifts for the purpose of hosting expungement clinics in the future. SECTION 7.1.2 Environmentally sustainable business. Atrium Fresno will utilize technology and cutting-edge solutions, leaving the smallest environmental footprint allowable. Atrium Fresno’s location has already engaged in sustainability efforts to optimize the property’s environmental footprint. Examples of this are: • The windows have been changed from single to double pained. • The property’s ceiling and walls have been professionally insulated. • Incandescent bulbs were replaced with high efficiency LED lighting. • All HVAC units have been upgraded to optimum efficiency. Additionally, Atrium Fresno’s delivery vehicles will encompass EV technologies. SECTION 7.1.3 Utilizing vacant buildings: The property chosen for Atrium Fresno is vacant, Atrium Fresno will improve the aesthetics of the local neighborhood with the development of Atrium Fresno’s and luxurious design at the 1133 Olive Street location. SECTION 7.2 Public Health Outreach and Education Services (At-risk youth programs): Cannabis expert Michael Nolin, on behalf of Atrium Fresno, will actively participate in a city led public outreach and educational program for youth organizations and educational institutions that outlines the risks of youth use of and addiction to cannabis and that identifies resources available to youth related to drugs and drug addiction. Additionally, Michael will oversee development of all Atrium education material and community education initiatives. Education material will appear in printed materials, video screens, and blog posts on the Atrium Fresno website. 108 SECTION 7.2 (Cont.) Public Safety. Atrium Fresno recognizes that cannabis users who consume cannabis irresponsibly can adversely impact public health. Atrium Fresno believes that customer education is the most effective harm reduction strategy to minimize impacts on public health. Atrium Fresno’s customer and community education initiatives relating to public health and safety issues will include: • THC’s potential impairment of driving skills, e.g., the latest scientific review recommends waiting up to 8 hours after maximal effects of cannabis dose before driving. • THC exposure impact on neurodevelopment in minors. Staff will educate adult customers on the importance of maintaining the child safety features of the products and the risks posed to minors by early cannabis exposure. • The use of CBD and other non-intoxicating cannabinoids to eliminate or reduce any side effects that might be associated with THC. • Cannabis Use Disorder. In January 2019, the first scientific compendium on CUD was published, edited by National Institutes of Health scientists. Atrium Fresno will incorporate all of this guidance into its educational initiatives to help reduce the small likelihood of cannabis dependence and withdrawal symptoms among the vulnerable subset of its customers. • Safe pulmonary administration (vaporizers). The risks presented by cannabis smoking remain unknown. To offset this uncertainty, as an alternative to smoking, Atrium Fresno will recommend the use of cannabis flower vaporizers, such as those produced by Storz & Bickel, the German medical instrument manufacturers, and provide customers with guidance derived from United States and European clinical studies conducted with these devices. SECTION 7.3 Fresno Community Reinvestment Fund and local equity business support: Atrium Fresno will work with the city of Fresno to support the Fresno Community reinvestment fund and create community investment partnerships with the City of Fresno. Atrium Fresno is committed to supporting Fresno equity businesses through strategic partnership, fundraising events donations and Equity Products placements within Atrium Fresno retails. 109 HEMP VALLEY LLC City of Fresno Retail Application Filing Pursuant to FMC 9-3316(c) Hemp Valley LLC will employ, within one year of receiving a commercial cannabis business permit, one supervisor and one employee who have completed a Cal-OSHA industry outreach course offered by a duly authorized training provider. HEMP VALLEY LLC _____________________________ Pietro De Santis, its Member HEMP VALLEY LLC City of Fresno Retail Application Filing Pursuant to FMC 9-3319(d) I declare, under penalty of perjury, that all information contained in the cannabis retail applications submitted by Hemp Valley LLC to the City of Fresno is true and correct. I acknowledge that a subsequent finding of false information shall be grounds for denial or revocation of the commercial cannabis business permit, and that a denial or revocation on these grounds shall not be appealable. HEMP VALLEY LLC _____________________________ Pietro De Santis, its Member