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HomeMy WebLinkAboutC-20-99 861 Olive Avenue Retail Partners RedactedApplicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-99 Submitted On: Dec 04, 2020 Applicant Chris Glew 866-648-0004 Applicant (Entity) Name: 861 Olive Avenue Retail Partners, DBA: -- Physical Address: 861 Olive Ave City: Fresno State: CA Zip Code: 93728 Primary Contact Same as Above? Yes Primary Contact Name: Chris Glew Primary Contact Title: Attorney Primary Contact Phone: 866-648-000 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: S-Corporation Property Owner Name: Lois Amendola Proposed Location Address: 861 Olive Ave City: Fresno State: CA Zip Code: 93728 Property Owner Phone: 5596501500 Property Owner Email: -- Assessor's Parcel Number (APN): 451-266-14 Proposed Location Square Footage: Supporting Information Application Certification Owner Information 5486 List all fictitious business names the applicant is operating under including the address where each business is located: None Has the Applicant or any of its owners been the subject of any administrative action, including but not limited to suspension, denial, or revocation of a cannabis business license at any time during the past three (3) years? No Is the Applicant or any of its owners currently involved in an application process in any other jurisdiction? Yes If so, please list and explain: Staton, CA 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 Attorney 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: Daniel Chaves Owner Title: Partner PO Box 60187 Irvine Owner State: CA Owner Zip: 92602 Has Owner Completed Background Check Application? No Ownership Percentage (%): 3 Towertopia 861 Olive St., Fresno, CA 1. BUSINESS PLAN 1.1 Owner Qualifications Towertopia has assembled a truly incredible, experienced, committed, and philanthropic ownership team that is ready and willing to show the Fresno community what cannabis businesses can do for them. Ownership team consists of the following owners: • Maegan Mitchell (51%) (City of Fresno resident) • Kerry Burrough (34%) (County of Fresno resident, City of Fresno business owner) o (25% direct ownership and 9% through KDM Fresno Enterprises Inc.) • Daniel Chaves (9%) (through KDM Fresno Enterprises, Inc.) • Mike Nguyen (3%) (through KDM Fresno Enterprises, Inc.) • Patrick Martin (3%) (through KDM Fresno Enterprises, Inc.) A list of the collective licenses that are owned by the various owners can be found as Attachment A in Appendix 1. Maegan Mitchell Maegan Mitchell was born and raised in Fresno. After attending Clovis High School, Maegan attended college at San Joaquin Valley College, where she majored in Biology. Maegan has had a life-long interest in learning, science, and medicine. Always ready to meet a challenge head- on, after completing her degree, Megan undertook a number of additional continuing education classes, countless hours of studying, and testing to become a Registered Dental Assistant. Maegan’s interest in medicine grew exponentially while she was volunteering at the Fresno Bully Rescue. From there, she adopted two dogs that were prone to joint issues. After trying numerous other medications that either did not work or worked but with negative side effects on the dogs, she tried CBD, a compound derived from the cannabis plant that has no psychoactive effect. There were major improvements in their mobility almost immediately. All aspects of cannabis become a focal point of her interest from there, researching exactly what the plant can do, talking to friends who advocate for its use both recreationally and medicinally, and exploring opportunities within the field. Rededicating her scholastic efforts to cannabis and CBD, she learned every facet of the plant and derivatives – from growing to extraction methods to effects to its current and potential healing powers. It is through this commitment to cannabis and its potential that she crossed paths with Mike Nguyen and Patrick Martin, the owners of many different commercial cannabis licenses and facilities across three states. The additional owners she will be working with Dan Chaves and Kerry Burrough, have tremendous business experience that will ensure her first cannabis business venture is a success. She has eagerly awaited the opportunity to get into the cannabis field and is incredibly excited to be able to do so with in her own hometown with two of the best operators in the country. She knows there is a great deal more to learn on the business side of things, but she is fully up to the task and know that the guidance of cannabis, industry, and cannabis industry experts. Towertopia 861 Olive St., Fresno, CA Kerry Burrough Kerry Burrough is the owner of KB Ventures, a third-party proposition player service. Her business is 24 hours a day, 365 days a year and she deals with millions of dollars on a monthly basis. She is fully licensed through the Department of Justice. Kerry attended Clovis High School where she specialized in business and finance at the Center for Advanced Research and Technology. After graduating high school, Kerry attended California State University Fresno where she graduated with honors from the Sid Craig School of Business. In her free time, she enjoys philanthropic work. She has donated her time and resources to many non-profit charities in the Central Valley. To name a few, she is a lead ambassador at the Ronald McDonald House Charity of the Central Valley, a resource for PINC Fresno, which previously benefitted Breaking the Chains, a human trafficking organization in the San Joaquin Valley, a donor to the Leukemia and Lymphoma Society, and was even fortunate enough to be able to purchase the putting green at Valley Children’s Hospital’s Harvest Ball. The need to give back has been with Kerry all her life. She is honored to announce that she was nominated to run for the Leukemia and Lymphoma Society’s Woman of the Year Campaign 2021. This is a 10-week fundraising competition that kicks off February 25th, and she is incredibly excited to raise money for such a great cause of which she has been a longtime supporter. She is interested in pursuing a business in the cannabis industry because it is the perfect combination of her business acumen and her desire to help people. She has seen first-hand how the legalization of cannabis has helped people overcome many different ailments. She says, “If I got to hear people’s stories in my community about how my business helped them minimize pain or change the way the feel, that would be so rewarding.” Being able to give back to the community she lives in through a challenging business venture that helps people would be the culmination of all of her life goals in one venture. Towertopia 861 Olive St., Fresno, CA Daniel Chaves Danny Chaves is the President and CEO of DDS and Protective Film Solutions. Both companies employee over 500 employees with revenues in excess of 25 million dollars per year. Danny started his business with $400 while living on his mom’s sofa. "Fighting through the hurdles of building a small business from the ground up without any college education is something he is most proud of today. To run a successful business, he quickly learned how to stay ahead of industry trends, provide superior customer service and build loyal employee networks in order to Thrive. He loves being able to give people hope when life hasn’t treated them fairly. Being able so show people that a normal kid who grew up without much money was able to find a way to make something of himself by never giving up. Danny is happily married to his wife Tiffany and haven together for almost 16 years. They have a 5-year-old boy (Jack) and a 3-year-old girl (Ari). He spends any free time with his family traveling and enjoying life. Danny and his companies are involved is several charities including International Network of Hearts, Tilly’s Life Center Foundation, YMCA, Model Citizen Fund, Assistance League of Pomona and Thrive who supports under privilege orphanages in Mexico. Danny also traveled to underprivileged elementary schools to speak to children about Hope, Hard work and Dreams. He prides himself on the impact he can make on children at such a young age. Often times Danny will bring out various sports cars from work for the kids to see along with custom printed stickers that say “I am smart, I am strong, and I can do anything” to remind them that anything is possible. “I am ready to start my next challenge by getting into the Cannabis industry. I have seen first- hand through close friends and family members the amazing benefits of CBD and Cannabis. I believe in this industry and think there are so many answers that will help people live a much more relaxed and regulated lifestyle through natural medicinal treatment. I believe we are in the incubated stages of this industry and I want to be a good example to others. I want to be part of a legal and progressive company that can help people in a responsible way. Thank you for your consideration. I hope to be a role model and leader in the community by setting a professional example and heeling others.” Towertopia 861 Olive St., Fresno, CA Mike Nguyen Michael Ng, an extraordinary businessman, has over 10 years of experience in the cannabis industry. Mike currently oversees more than 25 highly successful dispensaries and growing facilities in various locations throughout southern California and Oregon. His drive for creating new products and his business acumen has brought forth a passion in creating successful cannabis business. Born in Hong Kong, Mike speaks both English and Cantonese. As an avid reader throughout childhood, which continues to this day, Mike found his enjoyment in science and mathematics. He attended California State Long Beach and majored in Business. After graduating, Mike began his entrepreneurial adventure. His passion for science merged with his interest in cannabis, and he has never looked back. Managing seed-to-sale operations, Mike is familiar with every phase of a cannabis business. The model of seed-to-sale allowed Mike to oversee and control the conditions in which products are cultivated, cured, processed, manufactured, transported, and sold. The expertise he brings to our retail facility is invaluable. Knowing the medical attributes of cannabis, Mike’s belief in creating safe and reliable products can serve as an adjunct to traditional medicine. By creating products that containing specific properties, Mike’s extensive knowledge of cannabis strains were tailored for specific patient needs and ailments. Mike currently lives in Southern California. He enjoys spending time with his family at every opportunity, with either a backyard BBQ or fishing outings. He loves to stay active and plays basketball, tennis, and bowling. Mike also makes it a priority to study new strains of cannabis and their properties. Last, but definitely not least, Mike contributes to his community by supporting local charities and schools. He is an ardent believer that a well-educated populace is vital to maintaining a safe, supporting, and successful community. Mike looks forward to the opportunity to volunteer his time and resources to Fresno. Specifically, he would like to partner with schools that highlight the importance of science and math. Mike will be very hands on in the management of the business, truly bringing his vast experience in the cannabis world to bear on our business success. His vast knowledge of not just retail operations, but all cannabis operations makes him the ideal candidate to ensure our cannabis business is successful. Please find attached a list of the licenses he owns with his brother Pat. Towertopia 861 Olive St., Fresno, CA Patrick Martin Patrick is a savvy business owner and visionary in the cannabis industry who finds his work to be very rewarding. He is an avid proponent of health freedom and his passion for health also transfers into his personal life. Patrick enjoys staying fit and often participates in and trains for events like marathons and “Tough Mudder” which is an endurance focused event where Participants attempt 10+ mile-long obstacle courses that test mental and physical strength. Family is extremely important to Patrick; he enjoys spending quality time with his family and friends. Patrick can often be found reading a good book, hiking, and snowboarding in his free time. He is committed to the local community and making cannabis safe and accessible to adults that seek its ever-evolving benefits. Patrick Martin has a long and successful history operating in the commercial cannabis sector. He has played crucial roles in the success of over 13 licensed businesses in California and Oregon including running legal grow facilities, distribution facilities and retail shops. Having spent over twenty years studying horticulture and a decade as a master grower, his innovations and contributions to the cultivation field are of particular note. Advancing aeroponic, hydroponic, and aquaponic grow methods, as well as leading the development of protocols and standard operating procedures for vertical stacking growth and led methods, are just some of the reasons he is a frequent speaker in agricultural associations on sustainable farming practices. He credits his success with his education at Cal Poly Pomona and his passion for biology and plant genetics. Immersing himself in the dense world of cannabis strains, genetic flower makeup, and plant development techniques, Patrick eventually developed an independent catalog of his own varietal cannabis products. Some such varietals include CBD strains for seizure management and neurological disorder treatment that seriously ill patients depend on. With unquestionable ambition and intelligence (he obtained a real estate license at 19 as well as a finance degree), he has worked alongside his brother in a number of ventures and in the securing of numerous licenses in multiple states for retail and cultivation business. He currently has active roles in very successful businesses operating under Cultivation, Distribution, and Retail Licenses. Patrick also operates the highest revenue producing dispensary in the City of Palm Springs. In April of 2018, their dispensary became the first to produce over $1,000,000.00 in sales. Patrick cannot wait to help Fresno become successful in the cannabis space, both overall and through Towertopia. His experience and expertise in cannabis is advanced as his brother Joe's, and together they make up one of the most successful cannabis teams in California. Please see attached a list of his cannabis licenses. Towertopia 861 Olive St., Fresno, CA 1.2 Budget for Construction, Operation, and Maintenance, Compensation of Employees, Equipment Costs, Utility Cost, and other Operation Costs A number of costs must be considered for the first few months of operations and our ability to budget appropriately, project income, and have backup financial resources to be able to meet the needs of the start-up and operation of our business. Please see attached in Appendix 1 as Attachment B. 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. The total assets available total nearly Patrick Martin and Joseph Martin are the owners of Berkeley Commercial Investments LLC. Please see Proof of Funds Submission Upload for an accounting of all the resources our owners have. 1.4 Pro Forma for at least 3 years of operation While we know the City is very much interested in the projections of revenues, we created and included a Pro Forma that covers five years of business operations. We want to speak directly about the assumptions and projections about revenue that that Pro Forma is based on so that the City is clear on what our revenue will look like over those years and why. In previous operations, we reasonably anticipate roughly 75 medical customers a day spending an average of and 175 recreational customers a day spending and average of in the first year. This assumption is based on growing demand, limited supply outlets, and the population of Fresno. We have seen this in our other business locations and expect it here as well. Over time, we anticipate an additional 15 medical customers a day a year for the next four years after, with their spending increasing by each year, and an additional 25 recreational customers a day a year with their spending increasing by each year. Please see attached in Appendix 1 as Attachment C the 5 Year Pro Forma that shows the revenue projections these assumptions lead to, as well as an account of our expenses and profits. Towertopia 861 Olive St., Fresno, CA 1.5 Fully describe hours of operation and Opening and Closing Procedures The City of Fresno and State of California have both set allowable operating hours for retail cannabis businesses as between 6:00 am PST and 10:00 pm PST. Towertopia plans to operate well within these hours and will be open and conducting retail sales only from 9:00 am PST to 9:00 pm PST. This includes both storefront and non- storefront operations. Staff will be able to enter the building at 8:30 am to be able to set up and prepare for when customers arrive. At this time, the General Manager will arrive along with the security guard from the company we will hire to provide security. The GM and security guard will first unlock the entrance door, disarm the alarm, then lock the door again. The security guard will then wait in the screening lobby to allow staff to enter as they arrive. The security guard will be required to be familiar with staff but will nevertheless need to additionally verify employee ID badges at the door before they each arrive. In the time between 8:30 am and 9:00 am, the GM will have a set of tasks to complete. One will be to review the accounting records. The GM will collect the cash and credit/debit card receipts from the previous day’s drop safe and review the sales from the POS records against the actual cash and receipts. Once it is verified that the cash and receipts match the previous day’s sales, the GM will prepare the register stations with the starting cash drawer amounts and record these amounts. This financial accounting will all be completed and maintained electronically. The GM will then need to review the previous day’s closing inventory. This will be reviewed through the IndicaOnline POS and inventory software. The GM will compare this record with the recorded POS transactions of each product type and amount and with the previous day’s starting inventory. As an example, if there were 10 items of Product A in stock at the start of Monday, and 2 were sold according to the IndicaOnline software, the GM should find 8 items of Product A when they open the location on Tuesday. Finally, once the staff have arrived, the GM will address all staff and security about any important updates, issues, or concerns for the day. The GM will then ensure that all staff if prepared for the day and will open the main entrance for the public at 9:00 am. A similar procedure will be followed at closing. Although the doors will be closed at 9:00 pm officially, the closing procedures will begin at 8:00 pm. Starting at 8:00 pm, all delivery orders will cease. Delivery drivers will finish their final deliveries and be back to the location by 8:45pm. As the drivers return, the vehicles will be inspected to ensure that any remaining product is added back to the inventory and all IndicaOnline and inventory records are updated accordingly. Sales receipts from deliveries will be places in the receipt drop. The daily delivery logs will be left for the GM to review and incorporate into the total daily inventory and sales log. Meanwhile, the storefront location will begin closing at 8:50 pm. At this time, an Assistant Manager will advise the security and receptionist not to allow anyone else to enter the building. The current customers that are in the store will be encouraged to make their final selections and complete their purchases as quickly as possible. At 9:00 pm, they will be asked to leave the store and the store will be cleared of all members of the public. Once the customers have left, the public entrance will be locked. The assistant manager and the staff will then briefly clean up and organize the interior areas. The staff will leave while security is still on site, so that the Towertopia 861 Olive St., Fresno, CA security can lock the door behind them. The Assistant manager will meanwhile collect the remaining cash and credit/debit receipts from the register stations and drop them in the drop safe. They will also print the sales receipts report for the day and leave it for the GM to review the next day. The security will complete a walk-around of the building and premises and will make sure that all doors are locked. The security will then let the Assistant Manager know that all is clear. The Assistant manager will then turn off all lights, set the alarm for the night, exit the building, and lock the public entrance door behind themselves. Overnight, a security patrol will visit the facility premises at least once an hour. Additionally, the cameras and alarms will be monitored full time to ensure that any issues that come up are caught and handled promptly. 1.6 Fully Describe the Day-to-Day Operations for a Retail i. Describe Customer check-in procedures While we recognize that the need for high quality security is tantamount, we also recognize that this can often come across as overbearing to customers. We strive to create a secure and safe but inviting environment. With this in mind, we will have a third-party security contractor provide security for our location. These security personnel will be posted directly inside the main public entrance as well as walking the premises periodically. As customers enter, the security will meet the customers and check each person’s identification. Security will be trained to review IDs for validity, check the birth date, and match the photo to the person presenting the identification. The security staff will also be trained to detect counterfeits. Once the security staff is satisfied with the ID that is presented, the customer will be allowed to enter the Screening Lobby. No under 21, without a valid ID, or under 18 with a physician’s recommendation will be allowed to enter the screening lobby. If the customer is between 18 and 21, the security staff will visually verify their physician’s recommendation before allowing them to enter. Once inside, all customers and visitors will again need to provide their ID to the receptionist in the screening lobby. The receptionist will review and verify that the ID is valid by using a smart ID scanner that we will have as part of our POS system. This data will be verified and retained in our system for up to one year. The types of ID that we will accept follow the BCC and Fresno approved forms, which clearly indicate the individual’s birth date. All staff will be trained to recognize these allowed forms of identification and will know the signs of possible counterfeit. At this point, for those who are under 21 but at least 18, the receptionist in the screening area will need to verify their physician’s recommendation in addition to their identification. The physician’s recommendation will be inspected first by visually checking that it is not expired. It will then be verified by the CA Department of Public Health’s Medical Marijuana Identification Card system. Only once the customer’s identification and, when applicable- medical recommendation, has been validated will they be allowed to enter the retail sales area. For any customers who are over 21 but present an expired or invalid physician’s recommendation, only adult-use product will be available. Towertopia 861 Olive St., Fresno, CA Once all information is verified for each customer, a Customer Profile will be created within our POS system. This will include their name, birthdate, age, address, photo, and if they are authorized for medicinal or adult-use purchases. If they are verified for medicinal uses, the profile will also include their physician’s name, address, license number, and phone number and the customer’s medical card number and allowed daily limit. These profiles will then be available on the POS systems for our sales representatives to access in the retail sales area. The screening lobby area will also be where potential vendors, contractors, law enforcement, and regulators enter. They will be asked for their name, reason for visit, and the name or title of the employee they have come to see. The receptionist will then call that staff member and let them know about their visitor. Once the employee verifies the nature of the visit and comes to retrieve the employee, they will be allowed to follow the employee into the limited access areas that are relevant to their visit. The employee will then stay with the visitor at all times. Each visitor will additionally be logged at the entrance of each limited access area. These logs will be the responsibility of the employee who grants the visitor entrance. The following information will be collected for each visitor: •Name of visitor/vendor •Time of entrance •Time of exit •Confirmation of the name of the limited access area being entered •Purpose of the visitor/vendor being in the limited access area •Name of the employee that is supervising the visitor/vendor ii. Identify location and procedures for receiving deliveries during business hours. At Towertopia, the products that we plan to stock are carefully selected based on their reputations, quality control, and customer satisfaction. We only source products from companies that have been fully licensed with the State of California. Our experience has allowed us to develop many pre-existing working relationships with some of the best cultivators, manufacturers, and distributor. These sources represent all manner of cannabis products, including flower, concentrates, vapor pens and cartridges, tinctures, and infusions. Based on the data and trends of consumer preferences, we anticipate that we will see about 75% of our sales in manufactured products, such as concentrates, edibles/infusions, pre-rolls, and vapes. The remaining 25% would be in the form of flower. We know that which products that we sell are equal in importance to the process by which we will safeguard these products. Our duty does not end with selecting the best licensed products but continues as we receive and stock our products. In looking to ensure that we maximize the security of our products, we have precise protocols for deliveries, storage, and disposal. With our experience in retail cannabis sales, we have found a system that ensures safety at all stages in the delivery of our products. This starts from the moment that the distribution vendor arrives at the facility, before they even enter the premises. All product distribution deliveries will only occur during our normal business hours. When a distribution vendor arrives, they will alert security that they have arrived. This is outside of the closed Vendor entrance gate. Towertopia 861 Olive St., Fresno, CA Security will verify that the delivery is expected, before then opening the gate and allowing the vendor to drive onto the premises. The vendor will then pull into the rear parking lot and park in the exclusive Vendor Offloading area. This area is only for off-loading product. While in this area, the distribution vehicle and product are secure while the vendor unloads the product. Additionally, the security guard will stay with the vehicle at all times while the product is unloaded. Meanwhile, the vendor will unload the product from the vehicle and bring it to the Vendor Entrance. The Vendor entrance will have controlled access which Managerial staff will control. This will be recorded on a Limited Access log. Once they provide access, the managerial staff will remain with the vendor as they bring the product into the storage area. The route from the Vendor Entrance to the Storage area will be entirely within the access-controlled area of the building. Once the product is in the storage area, it will remain there until it is needed in the Retail Sales area. After the unloading is completed, the manager will review the invoice with the third-party vendor to ensure that it accurately reflects the order that was placed. If there is any discrepancy, this will be immediately brought up to the vendor to be rectified. Once the invoice and product have been verified, the managerial staff will account for the product that has been delivered by entering it into the IndicaOnline Track-and-Trace software. This will allow the packaging and labeling to be cross-referenced to be sure all product has passed testing. The information that will be cross-referenced includes packaging, labeling, previous and current sales of cannabis goods through licenses, and Independent Testing Lab results. Any goods that do not have compliant labels will be refused. This includes labels that do not have the required information like cannabis amounts and expiration dates. Additionally, any labels that do not align with the Independent Testing Lab product details are considered non-compliant. Any packaging that is damaged, has been tampered with, is not child-proofed, or is clearly appealing to children will also be refused. Finally, any product degradation and expiration will make the product non-compliant. All products deemed to be non-compliant will be sent back to the distributor and the refusal and reason will be reflected in the Track-and Trace records. After verifying all products for quality, compliance, and Track-and-Trace history, it will be accepted into our inventory by the managerial staff. This inventory will be recorded in Track- and-Trace and includes all information that is legally required. All of these records, and the records produced from the Inventory Reconciliation, including results, will be carefully maintained, and will be made available to the Bureau and the City upon request. Towertopia will also only order as much inventory as we anticipate needing to meet our weekly storefront and non-storefront delivery sales needs. This will allow us to better track and manage inventory, remain compliant, and keep our product safe. Additionally, we will only hire managerial staff that are highly detailed individuals who have proven their ability and capacity for product and document management throughout extensive training. This is because we know that our managerial staff is the first line of defense in preventing errors in inventory, inventory reconciliations, record keeping, and cataloguing all records. Towertopia 861 Olive St., Fresno, CA Once the delivery is completed, the distribution delivery vendors must sign an intake log sheet. This will require their name, licensee name, licensee number, date and time. After ensuring this has been completed, the gate will be opened to allow the vendor to leave the premises before being immediately closed and locked again. Meanwhile, the managerial staff will sort, catalog, and organize the product within the storage area. iii. Identify the name of the Point-of-sale system to be used and the number of Point of-Sale locations. We will be using the IndicaOnline Point-of-Sale systems. This system has multi-functionality that includes point-of-sale incorporation and financial tracking. IndicaOnline is among the best reviewed and integrated cannabis payment and inventory management softwares on the market and is one that users rate as “intuitive and easy-to-use tracking product retail locations.” Not only are we able to track every product from the moment it enters the facility and every location it moves to within the facility, but we are able to know exactly when the product is purchased, leaves the store, and how much inventory is left. As well, the software includes the capability to detail specific information on individual items such as the revenue made on each sale. This information is imperative for the most accurate real-time accounting of inventory and financials. IndicaOnline also has a Track-and-Trace functionality that allows us to provide real time updates to our track-and-trace records. We anticipate that we will have five Point-of-Sale terminals. All of these will be located only in the Retail Sales Room and will be accessible only by our authorized staff. Additionally, we will have an IndicaOnline terminal with an ID scanner and profile creation at the Screening Reception area and another IndicaOnline terminal for inventory and track-and-trace functionality in the intake area. iiia. Describe the procedure for retail sales Once a customer has been fully verified and a customer profile has been created, Screening Lobby staff will allow them to enter the Retail Sales Room. This entrance is controlled via an electronically locking door that separates the Screening Lobby from the Retail Area. This is commonly referred to as a “buzz-in system.” The control switch to this door will be located within the secured Reception box where the Screening Lobby staff is located. No customer will be able to gain access to the unlocking mechanism switch for this Retail Sales Area access door, and the Retail Sales Area access door will otherwise remain locked. This helps ensure that no unauthorized access to the Retail Sales Room will be possible, and additionally allows the Screening Lobby staff to control the ratio of customers to employees at any time within the Retail Sales Room. Inside the retail sales room, two employees will always be present at minimum, though there will usually be several more. The Receptionist shall not allow any nonemployee to enter the Retail Area unless at least two staff members are present in it, and the ratio of customers to employees is at least 1:1. We want to keep the customer at this level for better security and Towertopia 861 Olive St., Fresno, CA service concerns, as employees and security can keep closer watch for criminal activity and employees can provide better one-on-one customer service. At this point, our employees will be able to enact their extensive training to ask questions and provide recommendations for each customer. We take pride that our staff is highly knowledgeable in the various effects and potencies of all of the products we carry. This allows them to make personal recommendations to customers based on what the customer may answer about their purposes for purchasing cannabis, prior usage history, personal preferences, and budget constraints. We want to do our part to ensure that each customer has the best experience they can and that all of their needs are met with friendly helpfulness. After a customer has decided what they will be purchasing, they will be escorted to one of five Point-Of-Sale kiosks. Up to this point, it is important to note that we will not have allowed the customer to handle any of the product. Rather, as they pick out items they are interested in, the employee will help gather them. The employee will then carry the product to the Point-Of -Sale counter for the customer. Employees at the Point-Of-Sale kiosks will verify the identification of all persons making purchases and check their customer profile and previous purchases before completing the transaction. Further, the validity of the medicinal permit of all customers that are making medicinal product purchases will be verified as well. Towertopia, with assistance from our Point-Of-Sale software and the customer profiles, will not sell above any of the stipulated limits established by the State. This means 28.5 grams of nonconcentrated marijuana in one day to a single adult-use customer, which will be tracked in our POS system. For medical patients, limits are set as required, but can be adjusted above allowance if the physician recommends it. This will all be tracked in our POS and customer intake systems. Our employees will be well-versed in these limits, as well as the tracking procedure we will have in place to avoid the sale of cannabis and its derivatives over these limits. If the customer is able, ready, and authorized to make their purchase, they will be able to proceed. We will accept all payment types, with the exception of personal checks and EBT cards. With the purchase complete, the Point-of-Sale retail employee will place all products sold in opaque and sealed childproof packages for customers before they leave the retail facility premises. Towertopia will not allow loitering in any room on the property or in the vicinity of the property, and security will ensure this. As an additional way to avoid customers loitering in the property, restrooms will be in the Reception area and locked, with the key held by the receptionist. It should also be noted that no customer will have access to any area besides the Screening Lobby and the Retail Sales Area. All the areas apart from the Screening Lobby and the Retail Sales Area will be Limited Access Areas, meaning they will be monitored at every angle via security cameras, remain closed and locked at all times, will be controlled via keycard/keycode access, and will have signage posted alerting everyone of their status as “Authorized Personnel Only.” We would like to add a special note about COVID-19 and how it will affect our operations. While information changes daily, it is widely believed that the procedures to deal with COVID- 19 are here to stay long-term and all business should adapt to a “new normal.” The State of California has instituted official guidelines about staying at home when possible, social distancing, and personal protective equipment such as masks and gloves. Towertopia will do all it can to help customers and employees stay safe. This includes lowering customer-to-employee Towertopia 861 Olive St., Fresno, CA ratios, having social distance spacing demarcations on the floors of the Retail Area and the Lobby, customer line management and spacing, ensuring employees have masks and gloves made available to them by us to wear at all times, making hand sanitizer available to all employees, customers, visitors, and vendors, and wiping down all commonly touched services with antibacterial wipes, along with any other guidelines from the State of California, the City of Fresno. iv. The estimated number of customers to be served per hour/day. We estimate that we will serve approximately 20 customers per hour, for a total of 250 per day. We further estimate that of this, approximately 150 will be through our retail storefront, while 100 will be served by our delivery services. v. Describe the proposed product line to be sold and estimate the percentage of sales of flower and manufactured products. One of the most important aspects of a successful retail cannabis business is the quality of the product that we sell, and we do not want to take a passive role in ensuring that quality. Our business experience has given us a good understanding of how to control for quality, but we turn significantly to some of the broader best practices that the retailers of all industries use to control and assure quality. We will continuously ensure that all companies that we source products from are providing us with quality cannabis. This will entail measures at all stages- from delivery to sales. We will establish this first by talking with suppliers about their product. As we operate and sell products from each supplier, we will note the number of poor-quality products that are degraded or recalled and solicit feedback from customers on the products of those suppliers. We will also continuously track what products are not selling. In doing all this, we are able to not only cut out poor quality products immediately, but also weed out consistently poor product performers and suppliers, thereby refining our offering over time to be only the best. It is also important to point out that while we have a proposed offering from our current suppliers, we are extremely interested in pursuing products from the businesses that are ultimately licensed for cultivation, manufacturing, and distribution within the city and county of Fresno. One of our chief goals is to support the local community and economy, in part by partnering with licensed cannabis businesses within Fresno to sell their products. Our product offering will include raw flower, edibles, concentrates, vape cartridges, vape pens, topicals, paraphernalia, and other approved branded merchandise. We anticipate a ratio of 35% raw flower products sold, and 65% of products sold being some type of manufacture product (30% vapor cartridges, pens, and other concentrates, 30% being edibles and 5% being topicals. Towertopia 861 Olive St., Fresno, CA As of this writing, having connections with several companies, here is our specific proposed product line: Product Product Type Product Name Company Flower Indica Tahoe OG CRU Cannabis Devil's Lettuce Devil's Lettice True OG Caliva Fire OG Canna-Clean Genetics Smog Canna-Clean Genetics Skywalker OG Canna-Clean Genetics Jager Gold Standard South Fork Kush High Garden Hawiian Punch Mason Family Farms Yoda Gold Standard Sativa Grape Pie CRU Cannabis Sour Banana Sherbet CRU Cannabis Agent Tangie 3C Farms Devil's Lettuce - Sativa Devil's Lettuce Dosido Shake Caliva Sour Diesel Shake Caliva Berry White Canna-Clean Genetics Sour Diesel Canna-Clean Genetics Blue Dream Canna-Clean Genetics Green Veil Full Sun Farms Strawberry Shortcake High Garden Hybrid Acai Gelato CRU Cannabis Original Thin Mint CRU Cannabis Rude Boi OG CRU Cannabis Blue Krush 3C Farms Devil's Lettuce - Hybrid Devil's Lettuce Super Silver Haze Korova Blu Chardonnay 3C Farms Dream Queen Caliva Gorilla Glue Canna-Clean Genetics GSC Canna-Clean Genetics Maui Gold Standard Towertopia 861 Olive St., Fresno, CA Product Product Type Product Name Company Edibles THC Doob Cube Gummies (various flavors) LOL Edibles Cookies (various flavors) Kenah Co. Chocolate Bars (various flavors) Kiva Petra Tea Kiva Cereal Bars (various flavors) THClear Concentrates Indicas, Sativas, and Hybrids Vape Cartridges (various flavors) Heavy Hitters Vape Cartridges (various flavors) Ignite Vape Cartridges (various flavors) Select Oil Shatter NUG Sauce Raw Gardens Stiiizy PODs (various flavors) Stiiizy Shatter Neutron Genetics Tinctures THC Syrup (various flavors) THClear LOL Tinctures (various flavors) LOL Edibles CBD Select Tintcures (various flavors) Select Brands Topicals CBD/THC ReLeaf Balm Papa and Barkley Pain Cream ApothaCanna CBD Elixicure Rollon Elixicure Pre-Rolls Indicas, Sativas, and Hybrids PreRoll (various flavors) Three Kings Empire Devil's Lettuce PreRoll Devil's Lettuce Caliva PreRoll (various flavors) Caliva Holy Smokes PreRoll Holy Smokes Nativ PreRoll Nativ Gear Various Pipes Various Bongs Various Batteries and Chargers Various Vape Pens Various Cases Various Cleaner Solutions and Wipes Various Towertopia 861 Olive St., Fresno, CA vi. If proposed, describe delivery service procedures, number of vehicles and product security during transportation. The process for delivery product purchase is similar in some regards to the storefront purchase process, but includes several additional and significant security, inventory, and records steps. We will walk through that process with those steps incorporated, highlighting their basis in best practices and legal requirements. We anticipate an initial need for two to three delivery vehicles, which will be owned and operated by Towertopia. These vehicles will be specially designed for the purposes of cannabis transportation and will have shelved locking cages inside each van to securely house cannabis product. These vehicles will be zero-emission vans which have separations between the cab and the opaque bed. Any remaining vehicles needed to complete the demand of delivery as the months of operation go on will be either purchased by the company as costs allow, or cam be the employee’s own vehicle. All employee-owned vehicles used for delivery purposes will be fitted to be compliant with all state and local regulations as necessary (GPS tracking, alarm system, automatic locks, proper storage compartments/capacity, etc.) Once the order is placed in the POS system, a retail delivery driver and a managerial staff member will pull the order from the Storage Area and move it into an awaiting retail delivery vehicle. The managerial staff will update the Track-and-Trace records to reflect that the product has been moved from the Storage Area and into a retail delivery vehicle. This information will include: • Name and type of the cannabis goods. • Unique identifier of the cannabis goods. • Amount of cannabis goods ordered, by weight or count, and total wholesale cost of the cannabis goods, as applicable. • Date and time of the activity or transaction. • Name and license number of other licensees involved in the activity or transaction. Either electronically or from printed order receipts, the individual orders will then be reviewed between the delivery driver and the managerial staff. The individual delivery order receipts will include all of the following information: • The name and address of the licensed retailer • The first name and employee number of the licensed retailer’s delivery employee who delivered the order • The first name and employee number of the licensed retailer’s employee who prepared the order for delivery • The first name of the customer and a licensed retailer-assigned customer number for the person who requested the delivery • The date and time the delivery request was made • The delivery address • A detailed description of all cannabis goods requested for delivery. The description shall include the weight, volume, or any other accurate measure of the amount of all cannabis goods requested Towertopia 861 Olive St., Fresno, CA • The total amount paid for the delivery, including any taxes or fees, the cost of the cannabis goods, and any other charges related to the delivery. • Upon delivery, the date and time the delivery was made, and the handwritten or electronic signature of the customer who received the delivery. Once this individual order review is completed, the managerial staff will compile a delivery manifest that details the addresses to be delivered to and the product being delivered to that address in a single listing. The delivery manifest of the product on the delivery vehicle will also be reviewed between the delivery driver and the managerial staff before their departure. The manifest will include the following information: • The addresses • The type of good • The brand • The retail value • The UID • The weight, volume or other accurate measures of the quantity of the cannabis good. This manifest will be updated at the completion of the individual delivery sale to show that the delivery was made with the specified product and its quantity from the delivery is no longer in the delivery vehicle. When the delivery driver does arrive at the designated address for the point-of-sale, they will ensure that the address is indeed a private residence, and is not a public way, school, park, or public or unauthorized land. If it is a private residence, the delivery driver can deliver and sell the cannabis goods as anticipated. The customer’s ID will be checked and verified at delivery. Delivery staff will have portable IndicaOnline POS units on them when they complete deliveries, enabling them to authenticate identification, update the transaction completion in real-time, communicate with staff, and print customer receipts. As they exit the vehicle to complete the transaction, the driver will ensure that the vehicle is locked. The delivery driver will the complete the sale of the cannabis goods only to the person who placed the order, which they will ensure by checking customer identification. We will not accept cash or debit or credit cards at the point of sale for delivery retail sales - this is to be completed online or over the phone. As stated, customers must pay for the delivery of cannabis goods prior to the order being completed. For many reasons, we want to minimize the cash- handling and cash amounts in the retail delivery vehicles, including safety, inventory tracking, and accounting control. If a customer refuses all or part of a delivery, their card will be charged back that same day by managerial staff back at the premises. Upon completion of the delivery of cannabis goods to the verified person, the mobile Point-of- Sale system will require the signature of the customer, and a receipt will either be generated physically or sent via e-mail depending on the customer’s preference. A copy will be retained for our records as well. The mobile Point-of-Sale system will automatically update our Track- and-Trace records when the product is successfully delivered. Towertopia 861 Olive St., Fresno, CA The delivery driver is to only complete the stops at addresses listed on the manifest and should return to the facility for their scheduled breaks. Towertopia intends to only deliver to pre-placed orders (no product should be on the vehicle that does not have a delivery destination already), and these orders will be stacked so they can be completed in roughly 3-hour intervals. This minimizes the value of the product in the vehicle ($5,000 at most) and allows the driver the ability to complete the task before a break is needed. No delivery is to commence without a minimum of five orders having been placed. When the delivery driver returns to the facility, any remaining product that a customer refused will be unloaded from the vehicle and its records updated. If the reason for the refusal is significant, like damage or degradation, the product will be destroyed. If the reason for the refusal is minor, like a change of mind on the customer’s part, the product is added back into the inventory and placed in the Storage Area. LICENSE TYPE: ENDORSEMENTS/ LICENSES: ISSUED TO: TRADE NAME: LOCATED AT: Marijuana Retailer License Home Delivery Sale of Marijuana for Medicinal Purposes Serene Highness LLC Hi Cascade 104 N Hwy #101, Depoe Bay, OR 97341 Marijuana Retailer License Home Delivery Sale of Marijuana for Medicinal Purposes Serene Highness #2 LLC Hi Cascade 220 NW Alsea Hwy #34, Waldport, OR 97394 Marijuana Retailer License N/A Rockaway Retail LLC Hi Cascade 656 S Highway 101, Rockaway Beach, OR 97136 Marijuana Retailer License N/A Hi Cascade #2 LLC Hi Cascade 5070 Commercial St. SE, Suite 115 & 120, Salem, OR 97306 Marijuana Retailer License N/A MNG Holdings LLC Mr. Nice Guy 1460 State Street Salem, OR 97301 Marijuana Retailer License Home Delivery Sale of Marijuana for Medicinal Purposes Hi Cascade, LLC Hi Cascade 11030 SE Holgate Blvd, Portland, OR 97266 Marijuana Retailer License Home Delivery Sale of Marijuana for Medicinal Purposes MNG Holdings, LLC Mr. Nice Guy 3755 Commercial Street St, Salem, OR 97302 Marijuana Retailer License Home Delivery Sale of Marijuana for Medicinal Purposes Astoria Retail, LLC Hi Cascade 690 Olney Ave, Astoria, OR 97103 Marijuana Retailer License Home Delivery Sale of Marijuana for Medicinal Purposes MNG Holdings, LLC THCLEAR 712 Park St., Lebanon, OR 97355 Conditional Letter of Authority to Operate Recreational Producer License (Cultivation) N/A N/A 5290 Fish Hatchery Rd, Grants Pass, OR 97527 Attachment A Marijuana Producer License - Mixed Tier 2 (Cultivation) N/A Chapman Creek Farm LLC Chapman Creek Farm 624 Jeannie Way, Cave Junction, OR 97523 Marijuana Producer License - Mixed Tier 2 (Cultivation) N/A Sasquatch Valley Farm LLC - Jason Gee Sasquatch Valley Farm 1330 Thompson Creek Road, Selma, OR 97538 Adult Use and Medicinal Marijuana Retailer License • Operational • State License: C10- 0000168-LIC, EXP: 06/11/21 Monex Place Wellness Mr. Nice Guy 730 Dyer Road, Santa, Ana, CA 92705 Marijuana Retailer License N/A Hi Cascade #3 LLC Hi Cascade 25561 HWY 126 Veneta, OR 97487 Marijuana Retailer License N/A Hi Cascade #3 LLC Hi Cascade 1628 Main St, Springfield, OR 97477 Marijuana Retailer License N/A Hi Cascade #3 LLC Hi Cascade 687 SW 15th St, Corvallis, OR 97333 Marijuana Retailer License N/A Hi Cascade #3 LLC Hi Cascade 630 Olney Ave, Astoria, OR 97103 Marijuana Adult- Use and Medical Retail Storefront • Local CUP Approved – Construction in Process • State Licenses: C10- 0000545-LIC, EXP: 8/7/2021 Moreno Valley Investment LLC Mr. Nice Guy 24068/24070/2 4072 Postal Avenue, Moreno Valley, CA 92553 Marijuana Adult- Use and Medical Retail Storefront, Distribution, and Non-volatile Manufacturing • Operational RSF and Manufacturing. Distribution is Fully Approved Locally. • State Licenses: • Retail: C10-0000038- LIC, EXP: 5/6/21 • Manufacturing: CDPH-10002662, Lake Elsinore Community Investment LLC Mr. Nice Guy 311 West Minthorn Street, Lake Elsinore, CA 92530 EXP: 4/22/2021 • Distribution State License has not been attained yet. Adult-Use and Medical Storefront Retail • Operational • State License: C10-0000169-LIC, EXP: 6/11/21 Green Rose Green Leaf LLC The Joint 1325 E St Andrew Pl, Santa Ana, CA 92705 Adult-Use Retail Storefront • Operational • State License: C10- 0000530-LIC, EXP: 07/29/21 Fairfax Enterprise, Inc. Herban Kulture 3210 S Standard Ave, Santa Ana, CA 92705 Adult-Use and Medical Storefront Retail • Operational • State License: 10- 0000569-LIC, EXP: 8/18/2021 Palm Springs Projects LLC Mr. Nice Guy 1059 N Palm Canyon Dr, Palm Springs, CA 92262 In Process • N/A N/A Evocation Extraction 81 N Columbia Blvd, Portland, OR 97217 In Process N/A N/A Rhea Gardens 765 Conger St, Eugene, OR 97402 In Process N/A N/A Charities Gardens 1010 Wilson St, Eugene, OR 97402 Planned Future Location N/A MNG Holdings LLC Mr. Nice Guy 1775 W 6th St, Eugene OR 97402 Planned Future Location N/A MNG Holdings LLC Mr. Nice Guy 730 Bond St, Astoria OR 97103 Planned Future Location N/A MNG Holdings LLC Mr. Nice Guy 2794 Market St NE, Salem OR 97301 Planned Future Location N/A MNG Holdings LLC Mr. Nice Guy 1601 W 2nd Ave, Eugene OR 97402 Planned Future Location N/A MNG Holdings LLC Mr. Nice Guy 700 Park St, Lebanon OR 97355 Planned Future Location N/A MNG Holdings LLC Mr. Nice Guy 852 S Broadway, Coos Bay OR 97420 Planned Future Location N/A MNG Holdings LLC Mr. Nice Guy 1110 N Adair St, Cornelius, OR 97113 Adult-Use Retail • Operational • State License: C10- 0000408-LIC, EXP: 7/10/2021 AAA Health Center Mr. Nice Guy 1525 E St Gertrude, Santa Ana CA 92705 Adult-Use and Medical Storefront Retailer • CUP Approved. Construction Plans are in Review w/ City • Have not Applied for State License Yet Moreno Valley Investment, LLC N/A 24175 Sunnymead Blvd, Moreno Valley CA 92553 Towertopia 861 Olive St., Fresno, CA Attachment B Initial Operational Budget (6 Months) Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Towertopia 861 Olive St., Fresno, CA Attachment C 5 Year - Annual Pro Forma Months 1- 12 Months 13- 24 Months 25- 36 Months 37- 48 Months 49- 60 Towertopia 861 Olive St., Fresno, CA 2. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN Towertopia is truly dedicated to its employees’ lives: their history before they work for us, how they are taken care of while they work for us, and what their future holds. We are fully committed to providing all our employees with the tools they need to succeed personally and professionally, both now and in the future. 2.1. Describe whether the Commercial Cannabis Business is committed to offering employees a Living Wage. Our employees are people – fathers, mothers, brothers, wives, friends, community members – and we aim to support them as such in their roles with us. Employees with Towertopia can expect to receive highly competitive compensation, as well as myriad additional standard and non-standard benefits. In calculating what this pay looks like, our assumptions are based on the following: • The 2021 California Minimum Wage and yearly increase schedule The 2021 CA Minimum Wage will be an hour for companies under 26 employees (which would be Towertopia). Annually, this rate equals for a forty-hour work week. The minimum is set to increase to an hour for all companies regardless of size at the start of 2023. • The MIT Living Wage Calculator for Fresno Integrating in its calculation all costs for a person living in Fresno, the MIT Living Wage Calculator sets a living wage under a variety of family unit conditions for that person – ranging from for single adult with 3 children to for two adults in a household working with no kids. • The family unit of each employee (a non-working additional adult with 1 child) Based on demographic information surrounding Fresno (county and city), unemployment, and those of the cannabis industry, as well as the subsets of the population we intend to hire, we will assume that our average employee will either have an additional non-working adult and one child, or an additional working adult with two children. Not only is this assumption in line with the data, but their respective MIT Living Wage rates get close to the approximate average across all Living Wage rates . With all of this calculated and said, the lowest level on our employee payroll will be Sales Associate/Budtenders and Delivery Drivers, who will be paid a rate of an hour, or per annum. That rate is ~175% of CA’s minimum wage rate and ~100% of the averaged Living Wage. Further, these wages will be revised and upped accordingly every year as the state and federal minimum wage increases and will always remain at least 175% of that rate (e.g. a minimum wage would mean a lowest tier wage at Towertopia). Towertopia 861 Olive St., Fresno, CA The pay rate for all staff outside the Sales Associate role will be higher and proportionate to the responsibilities and duties of their job. The full schedule of employee salaries and their comparison to the living and minimum wages is as follows: 2021 Wage Schedule Job Title Positions to be Filled Projected Annual Salary % Above Minimum Wage % Above Living Wage* Community Liaison 1 General Manager 1 Asst. General Manager 2 to 3 Lead Budtender 1 Budtender 8 to 10 Delivery Drivers 2 to 4 Admin/Receptionist 2 to 3 Total 17 - 22 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. We will provide employees with numerous benefits that include medical and dental insurance, health savings accounts, 401k and IRA matching, and retirement account management. Further, we will provide employees with paid time off, which will include 10 days of paid vacation, 10 days of paid personal and family sick leave, maternity leave, and flexible work scheduling. All employees will be offered subsidized health club memberships through their health insurance benefit. We also plan to offer assistance for educational and training classes and degree programs. One of the many benefits we provide to our employees is a path to career advancement both within our organization and in the outside world. The lowest starting levels within our organization will be Receptionists, Delivery Drivers, and Sales Representatives/Budtenders, but we in no way want to keep our employees stuck in those roles and will provide them with paths towards higher level positions that we will encourage them to take. All employees will participate in both quarterly and yearly reviews of their performance. While yearly reviews are often predicated on an employee’s past performance, and that will remain Towertopia 861 Olive St., Fresno, CA an important point, we want to use these opportunities to discuss with the employees their future. The yearly review will focus on four major aspects of each employee: 1) their accomplishments, 2) their strengths, 3) their future goals, and 4) where they can improve and how we can help. These performance reviews will lead to promotions and higher pay rates but will also enable the discussion about each employee's long-term goals, skills they want to learn and work on, and develop plans to maximize their time and ours to accomplish those objectives. The quarterly review will focus a great deal on the progress being made toward the established yearly goals and serve as a report card for those purposes. 2.3. Describe compensation to and opportunities for continuing education and employee training. We offer employees paths to grow beyond their positions and our company itself in three ways: continuing education opportunities, advanced on-the-job training, and formal training courses. First, we will encourage employees to think about higher level career paths within the cannabis industry. To accomplish this goal, we plan to provide tuition assistance for employees who decide to pursue more formal education in fields related to our industry, such as horticulture, pharmacology, hospitality, and business management. Any local community college classes pursuant to a degree in a related field that employees enroll in and receive credit for from accredited institutions will be subsidized by our company. The Owners, General Managers, and Assistant Managers will complete, pass, and be certified for the State mandated and sponsored Track and Trace training. This is one of the most crucial elements of training that can be given to employees, and having it provided by the State, as well as having multiple high-level employees complete minimizes potentially costly errors and ensures all requirements are met. This should include: • Software user interface, operability, and functionality • Reporting requirements • Required information updates • Movements that require information updates • Review for information updates, accuracy, and completeness • Fixing errors • Troubleshooting The second most crucial aspect of the successful operation of our business is security. All employees working in the facility shall complete introductory training relating to facility security prior to engaging in any occupancy or work on the premises. Training shall include, at minimum, the following: • Operation of security equipment within the scope of role(s) • Inspecting and monitoring security equipment within the scope of role • Emergency Notifications, Response and Reporting procedures • Effective patrolling of the facility • Identifying opportunities for diversion • Securing of the premises and assigned work areas • Critical incidents, situational policies and procedures • Proper method for securing cannabis at the end of each workday Towertopia 861 Olive St., Fresno, CA Further, every employee will undergo the following: • Robbery Prevention Training • Robbery Duration Safety Training • Post-robbery Safety and Crime Scene/Evidence Preservation • Burglary/Theft Prevention Training • Post-Burglary Evidence Preservation Staff must understand their respective security roles and responsibilities including the chain of command (in the event of any security breach). Employees at all levels will be trained by the management/ownership team and an independent security firm in order to identify threats and vulnerabilities; devise mitigating strategies and contingencies; and when and why they could be targets of threats and how to respond accordingly. Staff will be tested semi-annually regarding their knowledge of the cultivating facility’s security strategies and systems and how to utilize them. Development of policies and procedures will be on-going during and after the security planning process. The facility will determine critical control points where security knowledge will be required when handling cannabis products, currency, personnel, visitors and more. Training all employees on security procedures will ensure the dispensary facility remains a safe place for employees and visitors alike. To demonstrate that the employee understands and has successfully completed training, all employees will be required to undergo an assessment. Assessments shall include, at minimum, a hands-on demonstration by the employee as it relates to security measures and policies included in the training. NSC will conduct a variety of quarterly drills at the facility to ensure that all employees understand how to respond to various emergencies or threats at the facility. Fire drills, armed robbery and burglary discovery drills are examples of drills that may be conducted on the premises as part of comprehensive security training. The third most important aspect of business operations that employees will be trained on is procedure. The Owners and experienced General Managers will walk all employees through the proper procedures for every part of their duties and the duties of others. This will include, but is not limited, to: • Where product is to be stored • How to safely store product • Retailer Records Logging • Limited Access Area Logging Procedures • Who can be granted access to what areas and when • Spotting intoxicated customers • Performing Point-of-Sale transactions and checkout • Proper exit packaging procedures Additionally, all retail employees will be trained on understanding product types, strains, effects, histories, properties, and origins, as well as how to conscientiously interact with customers and provide them with necessary information. Towertopia 861 Olive St., Fresno, CA ● Product effects and strength (sativa vs. indica vs. hybrids, THC vs. CBD, percentages and ratios, etc.) ● Proper dosage for effect (measurable units of each product, serving size breakdowns, corresponding effects with increasing dosage, etc.) ● Speed of product effect (immediate vs. up to n number of minutes or hours) ● Duration of effect (two to three hours vs. eight hours or more, strength of effects across time, safety of additional dosages across time) ● Consumption methods (differences in effects of ingestion [raw flower in a bong vs. a pipe or joint, edibles vs. inhalation], limits and effects across methods) ● Raw flower growing (germinated vs. feminized vs auto-flower seeds, proper growing conditions, organic grow methods, nutrients used, etc.) We would also like to point out the importance of the hands-on training that employees will gain working for Towertopia. Employees will receive experiential training on broad soft skills like communication, customer service, accounting, mathematics, marketing, and business. These skills will be applicable to any job that employees pursue outside of Towertopia. Further, within the cannabis industry, employees receive a full education on all manner of cannabis: growing, storing, product types, effects, properties, and much more. The cannabis industry has enormous growth potential, and all employees will be educated on the following areas of cannabis, for both their future industry career prospects and to ensure we are best serving the Fresno community: Fully knowledgeable staff in all these areas primes everyone for success. Lastly, we will provide formalized education and training opportunities to employees through courses, workshops, seminars, and conventions that provide rigorous knowledge-based instruction on a multitude of subjects related to cannabis and retail sales. Educational entities like Oaksterdam University offer classes that run the gamut of cannabis knowledge, with classes and certifications on cannabis business and economics, organic growing practices, pain management with cannabis, and regulatory compliance, among others. Towertopia will sponsor the completion of trainings and classes such as these for all interested employees. Towertopia holds a vested interest in offering employee education opportunities. We invest heavily in our staff, and our management is dedicated to offering mentorship and job-related training in general business practices, cannabis retail regulatory compliance, cannabis products, and other aspects specific to the cannabis industry. Well-trained staff keep our business running optimally and give us the opportunity to expand locally and beyond. For employees who show great interest and aptitude in cannabis business management, Towertopia, Inc. will offer a Novice Manager Training Program. Divided into three tracks (Novice General Manger Training, Novice Buyer, and Novice Compliance Manager), our trainees will be rigorously trained and expected to learn and execute on a highly professional level. Trainees in the program will become wholly familiar with critical operations such as product sourcing and quality assurance; inventory control; employee management; licensing requirements and regulatory compliance; safety and security; and sales and merchandising. Towertopia 861 Olive St., Fresno, CA The Novice Manager Training Program will strive to produce individuals who are able to expertly handle day-to-day operations, problem solve, and set the bar for the industry for operational excellence and legal compliance. We believe that individuals who complete our Novice Manager Training Program will become invaluable assets not only us, or even to the cannabis industry, but to the Santa Ana community as upholders of the law and business excellence. Nevertheless, whether they take to the training opportunities or show natural leadership or business savviness, there will always be room for advancement for all employees, especially lower-level Sales Representatives to move up to managerial positions as they learn and grow. 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. Local hiring is an imperative feature among cannabis businesses that want to give back to the communities that they operate in. There are two levels at which we can make commitments to local hiring: 1) the pledge to hire 90% of our workforce from local Fresno residents, and 2) 50% of those local hires coming from a specific social equity background. The targeting of local residents will take place through local employment agencies. The most important among these due to its effectiveness and reach is Workforce Connection. Workforce Connection is part of a national network of public employment agencies that operates under the name America’s Job Center of California, also called Career One Stops. These centers provide a full range of assistance to job seekers, which includes training referrals, career counseling, job listings, and similar employment-related services. Located directly in Fresno is the Workforce Connection Manchester unit, which offers these employment services to residents of Fresno. Towertopia will work with Workforce Connection Manchester to target Fresno residents that are looking for employment opportunities in their City. In this collaboration, we will have Workforce Connection Manchester program facilitators direct all Fresno resident job seekers to our open positions. We will work the Workforce Connection Manchester to target Fresno residents that are affected by a number of social equity considerations. This will take place through the creation of a Cannabis-Specific Employment Application Process through Workforce Connection, or a process we will call Workforce Cannection. Below are each of the social equity considerations that will be used to narrow down local Fresno candidates that are searching for positions, as well as the mechanism with which we will use to capture each social equity consideration: (i) Annual family income below 80% AMI In the creation of Workforce Cannection, we will identify applicants whose previous job or jobs were in a position that would be considered low skilled and therefore, low wage, such as consumer facing service industry jobs. These jobs typically pay workers on average a wage that be equivalent to 80% or less AMI. Towertopia 861 Olive St., Fresno, CA With these persons identified and sent to us as possible hires, our Community Liaison and Workforce Connection can begin the review process of their employment history, salaries, and in the interview process, discuss with them more about their household income background. (ii) Convicted for a cannabis related crime that could have been prosecuted as a misdemeanor or citation under current State law Social equity is just as important to us as it is to the City of Fresno, especially at a local economic level. We will make a concerted effort to first hire those who face economic adversity. In coordinating with two local organizations that work with those facing poverty and homeless, we will have two direct lines to pools of candidates in need of steady, high-quality jobs that provide an array of benefits. Left out here, however, is how we intend to help those who have been affected by prior cannabis convictions. A conviction for a minor crime such as cannabis possession can have heavy and life-long impacts on an individual, preventing them gain decent employment, and setting them on a path of poverty and social assistance. As an entity forming in the cannabis space, we have the opportunity to help rectify some of those injustices to a degree. Undoubtedly, those in poorer communities and communities of color have been the most impacted by these convictions and have borne more impacts from those convictions. We will look past these convictions in our hiring process and explicitly state in job postings that we will accept applicants with prior misdemeanor cannabis convictions. However, we do know that employees will eventually leave us, and other employers may not be as lenient in their hiring. Recently, the State passed a law that streamlined the ability for individuals to overturn cannabis convictions and give them a fresh start (AB 1753), but the process is very new and likely to remain hard to navigate without legal representation and understanding. Thus, with a number of people that have legal knowledge surrounding cannabis, we will offer free legal assistance in navigating this new process to get employee convictions overturned and expunged. This will be an invaluable benefit to help employees further ensure their success in the future and open up wider career options for them. (iii) Lived in a low to moderate income census tract in the city for a minimum of three (3) years In working with Workforce Connection, when individuals apply for positions, or workforce connection sends candidates to us for interview, their address will be taken into account. Towertopia will compile a list of lower to moderate income census tracts in Fresno from which potential job applicants will be funneled. The candidates, as part of the interview process will be asked about their residence history. As well, all applicants that are from non-social equity Census tracts will be asked about their residence history, with those that have a three-year history of living in a social equity census tract being given priority in hiring. Towertopia 861 Olive St., Fresno, CA (iv) Veteran Towertopia will explicitly ask individuals of their Veteran status. Our job descriptions and posting will very clearly encourage those of veteran status to apply for our open positions. (v) Former foster home youth who was in foster care as a minor Towertopia will explicitly ask individuals of their former status as foster care minors. Our job descriptions and posting will very clearly encourage those who come from foster care backgrounds to apply for our open positions. (vi) Unemployed Workforce Connection Manchester is an unemployment service provide that unemployed individuals seek out in order find employment. Thus, by its very nature, this program will be working with largely unemployed individuals from the start. (vii) Receiving public assistance. In the screening of possible hires, Workforce Connection works a great deal with those who are on public assistance (e.g. subsidized or Section 8 housing, CalFresh/Supplemental Nutrition Assistance Program, CalWORKs/Temporary Assistance for Needy Families, MediCal, amongst others). As part of their case management process, individuals’ public assistance utilization is often known with the goal of getting them in a position where they no longer have to rely on those programs to survive. Towertopia will provide proof of public assistance considerations in hiring to the City, as well as compile and submit a Towertopia Social Contract Annual Report to the City to show insight and demonstrate our compliance with all local hiring and social equity hiring, community contributions, environmental impacts, tax revenue, and other facets of our operation in Fresno. We have already been in touch with the program administrators at Workforce Connection Manchester, who are receptive to the creation of this program. 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. Owner Megan Mitchell will be a 51% owner and is a resident of the City of Fresno. Kerry Burrough, who will be a 25% owner, is a City of Fresno business owner and a resident of Fresno County, residing in the City of Clovis. Please see the Attachment A files for proof of residency and ownership in the City of Fresno for Maegan Mitchell and Kerry Burrough. In addition to this ownership, the managers that we will hire will also be residents of the City of Fresno. Our commitment to local hiring will be assuredly fill the positions of Assistant Manager and Operations Manager from local applicants – a total of three to four positions. Towertopia 861 Olive St., Fresno, CA As stated in Section 2.4, we plan to work with Workforce Connection to find and hire the right local applicants for many of the positions at our business, especially for the lower skilled positions. While Workforce Connection will assist in also finding managerial positions among local residents when and where possible, those with such a career background necessary to complete managerial tasks at our business are much less likely to utilize the services of Workforce Connections. We therefore have to be prepared with a contingency effort to find well- qualified local candidates with some of the background necessary to complete the tasks of the job descriptions. To accomplish this, we will take two routes. We will first look to set up connections with local hiring agencies. This will help us to attract some great and urgent talent from the local candidate pool that are more likely to have the skills and training necessary to be managerial staff members. In the times of COVID-19, many restaurants have had to face cutbacks due to lockdown orders and lower patronage, resulting in layoffs for lower-skilled and higher-skilled positions alike, including restaurant managers. It is candidates like this that are exactly the ones we want to find and recruit. In Fresno, we will utilize Central Valley Professionals to locate these individuals. Central Valley Professionals (CVP) works specifically with underemployed or unemployed managerial professionals to help them find solid employment opportunities, network with other professionals and businesses. While CVP currently has temporarily limited services due to COVID-19, we will utilize their online resources and virtual program administration to connect with local candidates to hire managerial positions. We also want to work with local colleges to cast an even wider net. Many colleges do a truly phenomenal job of helping match graduating students with sustainable and long-lasting career paths to success. This is particularly true of community colleges, which tend to have students who are lower income and locally based. Further, many of these community college students will be first-generation graduates. That makes Fresno City and its Career and Employment Center an ideal tool for accomplishing our goal of local equity hiring. As a burgeoning business, we will have several open opportunities that the FCC Career and Employment Center can help fill while providing a higher social good at the same time. Many of the graduating student applicants will have educational backgrounds that adumbrate greatly with our needs: business, marketing, sales, and management. No prior experience will be required for most applicants, as we will provide all the training needed, thus allowing for the largest pool of candidates possible. These are the primary resources we will use to attract local candidates, but this does not adequately address how we will sort the applicants and make hiring decisions. Priority will be given to all applicants whose home address is in the City of Fresno. We will also ask about prior cannabis convictions, social status history, and demographic background. This information will be voluntary; however, we will state on the employment application that this information will only help candidates in their chances for hire. We have no doubt that we will secure most of our roughly 20-person workforce from residents of Fresno. 2.6 Describe the number of employees, title/position and their respected responsibilities. Towertopia anticipates the need for 20 employees for the adequate and sufficient operation of the retail storefront and retail delivery in Year One. This number is expected to increase by two Towertopia 861 Olive St., Fresno, CA to four employees each year for the first two years, leaving us with an estimated 20 to 28 employee pool base from there on out. The following are the titles, responsibilities, and the number of anticipated employees needed in each position: ● Controller (1) - Maintains documentation of all accounting procedures and policies - Accounts payable and receivable - Applies discounts on accounts payable - Oversees payroll, invoice payments, debt tracking, and all financial management - Bank, payment, and inventory reconciliations - Maintains the following: ▪ Chart of accounts ▪ Accounting filing system ▪ System of control over accounting transactions - Generates the following reports: ▪ Financial statements ▪ Corporate annual report ▪ Performance benchmarks - Financial and operating metrics - Creates annual budget, forecasts, budget variances, and manage financial projections - Performs financial analysis and maintains all financial records related to invoices, receipts, and gross sales - Ensures Compliance with: ▪ Audit facilitation ▪ Debt level monitoring ▪ Government reporting ▪ Tax filing ▪ New requirement adherence - Maintains computerized accounting software and generates accounting statements - Prepares daily bank deposit - Oversees client trust accounts, accounts receivable write-offs, and payment reversals - Maintains contact with attorneys, staff, and vendors on financial matters. ● General Manager (GM) (1) - Opens the store at the appropriate hours - Prepares the store for the daily business - Reviews all sales from the previous day and reconciles receipts, sales, and inventory - Convenes with security and staff to review any concerns, questions, or updates Towertopia 861 Olive St., Fresno, CA - Meets with vendors and contractors to discuss operations, products, and strategies - Oversee the Sales Room, assisting customers with product selection/purchasing - Moves product from Inventory to the Sales Floor as needed - Sets sales employee schedules - Organizes and structures all inbound deliveries - Verifies manifests for all inbound deliveries - Ensures delivery manifests, routes, and scheduling are all accurately reflected in the Track-and-Trace system - Monitors packaging of inventory (when needed) - Delegates tasks as needed - Ensures all product movement is properly recorded in the tracking system ● Operations Manager (1) - Assists the AM and other staff in the execution of their duties, knowledge, responsibilities, and training - Provide inspired leadership for the organization along with the GM and Owners - Participate in discussions related to important policy and planning decisions - Help develop evolving operational policies and procedures, and implement those procedures to full compliance - Stay up to date on regulatory law and changes to ensure the facility is operating in compliance across all aspects - Promote a company culture that encourages high performance, knowledgeable staff, trainings, and employee advancement opportunities - Assist in the oversight of budgeting, reporting, planning, and auditing ● Assistant Manager (AM) (2-3) - Takes over shifts for the General Manager as needed - Reviews inventory and works with sales representatives to acquire new product and replenish existing product stock - Works the sales floor and assists customers with product decisions and purchases - Assists the manager in larger business decision making - Collects cash and card receipts from registers and drop in the safe throughout the day and at the end of the day - Closes out all registers the end of the day and runs reports - Closes down store at the end of the business day and performs facility walkaround with security - Assists with the unloading of product from delivery vehicles - Assists with manifest verification - Stores and organizes inventory - Prepares stored products marked for destruction ● Community Liaison (1) Towertopia 861 Olive St., Fresno, CA - Responds and reacts to complaints, issues, and concerns from customers - Serves as the main point of contact on all business matters - Manages and coordinates the response to public nuisance complaints - Liaises with the City, County and State on all compliance issues, public concerns, and law enforcement activity - Develops and performs outreach activities within the community - Pursues new and solidifies existing relationships with community partners, the city, and local non-profit organizations - Ensures compliance will all local and state regulations - Attends local meetings related to business operations and public engagement - Coordinates and collaborates with the City and other local agencies on all matters involving cannabis and cannabis policy ● Sales Associates/Budtenders (8-10) - Learns and imparts knowledge about products to customers, addressing any questions and concerns they have - Interacts with customers in a friendly and courteous manner - Presents customers with products for inspection using the appropriate procedures - Assists and guides customers on purchases based on their needs - Uses basic accounting and math principles for completing transactions with customers - Works with sales management staff on product issues and stock replenishment - Is vigilant of potential security concerns and diversion risks - Maintains the Sales Room in a clean and professional manner ● Delivery Drivers (2-4) - Verifies delivery routes and contents of assigned delivery orders prior to leaving the store - Assists with order fulfillment if budtender is busy - Communicates with patients/caregivers via phone and/or text about delivery status - Delivers orders discreetly and professionally - Verifies and photographs patient documents as needed - Logs miles and hours in a timely manner - Other duties as assigned by the Management Team ● Receptionist (2-3) - Greets customers and checks their identification visibly and through a scanner - Provides customers with new customer intake forms and compile their customer profiles online - Controls access between the Reception Area and the Sales Room - Answers phone calls from customers and vendors - Assists customers with general questions about products and sales Towertopia 861 Olive St., Fresno, CA - Tidies up the Reception/Lobby Area as needed 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. Towertopia has already been in discussions with Fresno UFCW Local 8 that represent all cannabis employees. Please find Attachment B for the executed copy of that Agreement. 2.8. Provide a workforce plan that includes at a minimum the following provisions: 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 2.8.3. Commitment to pay a living wage to its employees. It is all well and good for companies to make big and bold claims about they’re local hiring, pay and benefits, and social equity, but these claims do little without firm commitments and ongoing evaluation of the outcome of those commitments. To fully demonstrate to the Fresno community the type of operator we will be and the level and follow through of our commitments as an employer, we have created what we will call an Employee Social Contract. This Contract will be a part of the Employee Handbook and will discuss at length the measures taken to hire, retain, protect, and grow every employee, with great emphasis on the measures of this Social Contract aimed at those who are local and social equity employees. As part of this effort, it is imperative – not only from the City’s perspective, but also our own internally – that Towertopia continually tracks its status as a socially responsible community partner via the meeting of the provisions of the Employee Social Contract. This Employee Social Contract will contain the following commitments, as well as information on how those commitments will continuously be executed, measured, and re-implemented as needed. • 90% Local Hires (Fresno who have lived there a year or more) Towertopia will hire 90% of its staff positions from local Fresno residents who have lived in the City for at least the last year. From the outset, we have a set number of employees projected necessary to meet our business needs. With our targeted approach discussed in previous sections, 90% or more of those hires will come in as Fresno residents. At opening, we expect a need for 20 employees. This means that when we make our initial hiring decisions, 18 applicants will be hired that are Fresno residents. From thereafter, every hiring decision will consider the location that the candidate lives in, and preference will be given nearly universally to those residents of Fresno. This means that, as time goes on, the percentage of employees that make up Fresno residents will grow beyond 90% with each new hire. Towertopia 861 Olive St., Fresno, CA Further, annually, Towertopia will perform an audit of its employee base, which will include the current city of residence. Regular employee record-keeping will require the updating of addresses every year, including the city of residence. Every year, the audit should show that the number of Fresno resident-employees divided by the number of all employees (x100) is greater than or equal to 90%. • 50% Social Equity Hires Much as is done with regard to Local Hire calculations, Towertopia will, at the outset of its operation, fill at least 10 of 20 its open positions with individuals who meet one form or some combination of forms of Social Equity qualifying criteria. As the business grows and more employees are necessary for our business operation, we will work again with the resources identified initially, such as Workforce Cannection, to bring in additional Social Equity applicants. Preference will almost always be given to these applicants over others in hiring decisions, and our commitment of 50% will only grow as time goes on. As well, we will conduct an audit every year of the employees we have, their standing as Social Equity qualifying persons, and the ratio of Social Equity to non-Social Equity employees. Naturally, some Social Equity Qualifying criteria will no longer apply. Statuses such as Unemployed, Low Income, or Receiving Public Assistance are likely to change once those that initially qualified under these statuses are given jobs at Towertopia. However, other Social Equity qualifying criteria remain with other employees that were hired regardless of changes, such as Previous Cannabis Convictions or Foster Care History. Therefore, there are cases in which employees are moving out of the Social Equity status while others retain it and thereby effecting out percentage Social Equity commitment. To rectify this to the degree we can, we will gear hiring decisions on an alternating basis to focus on the social equity elements that employees have grown out of, and then focus on hiring individuals that have the unchangeable social equity statuses. For example, for every hire that moves off Public Assistance after some time of employment, they will be replaced by an individual that is currently on Public Assistance; then, the next hire will be of a Previous Cannabis Conviction Status, previous Foster Care History, or Veteran status. • Advancement All employees will have a clear path to advancement in their careers, both in our organization and in the larger world. No employee will be left behind when it comes to considerations of their future. These paths to advancement are cultivated through mentorship, training, continuing education, and subsidization of formal post-secondary course work and degree programs. As stated in Section 2.3 of this application, we will offer support to employees through these routes in various ways. To measure the success to which our advancement opportunities are returning dividends to our employees, we will track the quantity and quality of training they undertook while working for us, how long they worked for us, and where and at what level they ended up after leaving. This will be down whenever an employee leaves, whether it is for a Towertopia 861 Olive St., Fresno, CA different job, going back to school, or other. In collecting and then reviewing this data, we will be able to not only track our progress in getting employees on to better career paths, but also to identify if specific programs are working or not. Over time, we then be able to further refine and augment training practices and career path trajectory planning. The Novice Manager Program is much like an apprenticeship program that provides experience, skills, and knowledge all employees need to move up to more advanced and responsible positions. We are also providing continuing education subsidization for all employees who seek to learn more about cannabis or about fields that are related to the cannabis industry such as horticulture, business management, or even technical training and certification such as HVAC. We pledge to fully execute the programs discussed herein to better the futures of our employees. • Living Wages All employees will be paid a Living Wage, plus a multitude of additional benefits. Not only will they be paid this wage at the outset of employment, but their wage rate will be tacked to a percentage of the minimum wage as well as what is reasonably determined to be a Living Wage, so that each employee remains at a fully livable wage level. The details of these wage rates, scheduled increases, and benefits packages are outlined in Section 2.1 and Section 2.2. We pledge to fully meet all Living Wage Standards and minimum percentage Minimum Wage levels. Annually, Towertopia will undertake a broad study of how well it is performing in key aspects of its community commitments, called the Social Contract Annual Report. This Annual Report will include a review of how well employees are being treated, their wages, training, and advancement over the year, and how hiring decisions are being made, including how proof of local and social equity hiring. Beyond these provisions, the Towertopia Employee Handbook and Company Social Contract (our workforce plan) will include the following additional provisions to fully capture the rights that every employee will be entitled to working for Towertopia. All employees will receive an Employee Handbook for their reference so that they can fully understand their rights, responsibilities, and Towertopia’s policies for all employee matters. While we will not provide the full Employee Handbook here, as it spans many pages (though we will provide it should the City ask), we can give some insight into what those policies and procedures look like. Open Door Policy It is the policy of Towertopia to adhere to a philosophy that all employees should feel free and are strongly encouraged to access management and raise any type of work-related concerns, Towertopia 861 Olive St., Fresno, CA especially concerning issues involving negligence, dishonesty or any other unethical behavior that significantly interferes with the safety, security, welfare, or comfort. Such work-related concerns should be raised with an Employee’s immediate supervisor or manager as soon as possible. If the Employee reasonably believes that a particular person is not the appropriate person with whom to raise their concerns, or if the immediate supervisor or manager is the source of the concern, they may contact another supervisor or manager, or the Owner. While Towertopia will seek to settle such concerns to the satisfaction of the Employee, Towertopia cannot offer any guarantee of this. All actions taken pertaining to the concern raised, including the absence of action, will be made known to the concerning Employee and an explanation of that action or its absence will be afforded to them . All interactions related to these Employee concerns will be handled in a professional way, with all due discretion observed. Additionally, any complaint or concern in which there is reasonable doubt about the veracity of that concern or complaint, proper action will be taken to rectify any such falsehood. Equal Opportunity Employer Towertopia is an equal opportunity employer. This means that to the fullest extent required by law, employment decisions are based solely on merit, qualifications, abilities and business needs, and not on race, color, citizenship status, national origin, ancestry, sex, sexual orientation, age, religion, creed, physical or mental disability, handicap, marital status, veteran status, or any other basis protected by law. We, as a company, will also make reasonable accommodations for qualified applicants and employees with disabilities in accordance with all legal requirements. Additionally, we expect all employees to adhere to a policy of non-discrimination in their treatment of other employees. Any employee who violates this policy and our commitment to equal and tolerant employment opportunities and atmosphere will be subject to disciplinary action, possibly including the termination of employment. An employee who believes that they have been the target or subject of such discrimination is strongly encouraged to report it as noted above. Unequivocally, Towertopia is an Equal Opportunity Employer; Minorities, Women, Individuals with Disabilities and Veterans are encouraged to apply (EEO/M/W/D/V). Disability Accommodation Towertopia is committed to complying fully with the Americans with Disabilities Act (ADA) and ensuring equal opportunity in employment for qualified persons with disabilities. Towertopia does not discriminate in the interviewing, hiring, or promotion of individuals on the basis of disability. All employment decisions are based on the merits of the situation in accordance with defined criteria — not the disability of the individual. In accordance with the ADA or other applicable state, local or federal law, reasonable accommodation will be available to all qualified employees with a disability where their Towertopia 861 Olive St., Fresno, CA disability affects the performance of job functions. Reasonable accommodation does not impose an undue hardship on the business of Towertopia. Qualified individuals with disabilities are entitled to equal pay and other forms of compensation as well as equal employment rights and opportunities such as job assignments, benefits, classifications, and promotions. Policy Against Harassment Towertopia takes a zero-tolerance policy toward any harassment or behavior that creates an unwelcoming environment for any other employee, and this policy extends to employees who fail to intervene under reasonable conditions to prevent harassment or the creation of it. Harassing and unwelcoming behavior that is bred out of or based on any of the same conditions of discrimination noted above will result in severe corrective action for the offending party or parties, should it be deemed truthful. Further, Towertopia forbids any employee from treating any other employee or former employee or applicant adversely for reporting harassment, for assisting another employee or applicant in making a report, for cooperating in a harassment investigation, for filing an administrative claim with the EEOC or a state governmental agency, or for filing or participating in any other legal proceeding concerning harassment. All employees who experience or witness any conduct they believe to be retaliatory should immediately follow the reporting procedures stated above. The utmost discretion and confidentiality procedures will be followed in these matters. Privacy All electronic communications taking place through systems, softwares, devices, and networks that pertain to the operation of the business are the property of the business. It is expected that such communication is related to Towertopia and its operation, with only marginal use of the aforementioned business elements for personal reasons. Location Security and Safety To reduce the likelihood of theft, access to the facility must be very strictly controlled and, in cases of unauthorized persons, prevented. Employees have the responsibility to ensure that all doors are kept locked when the facility is closed. Employees have the responsibility to report the loss of facility keys and access cards to the appropriate personnel immediately upon occurrence. The last person (managerial staff) at the facility bears the responsibility for making sure that all doors are secure and locked, all requisite alarms are set, and that all unnecessary lights are turned off, and all electrical equipment, machines, and devices are powered down. Towertopia is not responsible for personal property that is lost, stolen, or damaged while on the facility property. The last person (managerial staff member or owner) to leave the facility should make sure that all doors are secure and that lights, all electrical equipment, photocopying machines and the coffee machine are turned off. Towertopia 861 Olive St., Fresno, CA Workplace Safety and Accident Reporting Maintaining a safe work environment requires the continuous cooperation of all employees. Each employee is expected to comply with all safety practices and policies. Towertopia encourages employees to communicate with colleagues, supervisors, managers, and owners regarding any current or potential safety or health issues, and in so doing, is expected to report any hazardous conditions or practices appropriately. When an injury is sustained while at work, serious or not, it must be reported immediately to the employee’s supervisor or manager. Failure to timely and appropriately report accidents is a serious matter as it may jeopardize an employee’s coverage under Workers’ Compensation Insurance. Fire Safety Please see the Safety Plan for the training, evacuation plans and routes, alarms and monitoring, and other associated safety measures related to keeping employees safe. Employees will be appraised of all procedures and protocols related to evacuations, accidents, and fires, and we will practice fire drills at a minimum of once every year, but likely more frequently. Business Safety To provide for the safety and security of employees and the facilities at Towertopia, only authorized visitors are ever allowed in the workplace. This policy also applies to former Towertopia employees and family members of employees, who should have no reason to visit the premises and will not be granted any special access. Restricting unauthorized visitors helps maintain safety standards, protects against theft, ensures security of equipment, protects confidential information, safeguards employee welfare, and avoids potential distractions and disturbances. If an unauthorized individual is observed on Towertopia premises, employees should immediately notify their supervisor or manager, as well as security, as this may present a threat to the safety and security of the public, employees, and/or the business. Employment Conditions Two Employment Categories: Full-Time Employees and Part-Time Employees who regularly work a weekly schedule of at least 30 hours are considered to be full-time employees. Full-time employees are eligible to participate in all benefits offered by Towertopia to the extent that they satisfy the eligibility requirements set forth in applicable benefits plans. Consequently, those who are scheduled to work less than 30 hours per week are considered to be part-time employees. Part time employees are eligible to participate in modified benefits, as required by law (medical, dental, vacation, holidays, sick days) based on their regular hours worked. Employee requests to change their status from part-time to full-time or full-time to part-time will be granted at the sole discretion of Towertopia. Towertopia 861 Olive St., Fresno, CA Towertopia does not intend to hire people on any temporary or direct contract basis. Employee Privacy Personal information on record with Towertopia, including information in personnel files and other human resources information, is for the use of the owner and hiring managers only, as only they would have a legitimate reason to review information. As stated previously, all sensitive concerns and disputes will be handled with the utmost discretion to ensure all involved employees remain comfortable and safe in their work environment. General Conduct (i) Personal Appearance and Demeanor Discretion in style of dress and behavior is essential to the efficient operation of Towertopia. Employees should, therefore, dress in a manner consistent with a professional atmosphere and behave in a professional manner at all times, keeping in mind the impression made on customers, visiting vendors and law enforcement, city officials, and other employees. (ii) Premises Decorum Each employee is responsible for the neatness and good order of the general work area and all employees should cooperate in maintaining the facility in the best possible manner. Areas of common usage, such as kitchen areas and/or breakroom areas, should be maintained by those using them to keep them neat and clean. Personal telephone calls during business hours, both incoming and outgoing, should be confined to those which are absolutely necessary and should be kept to a minimum. (iii) Drug and Alcohol Policy The use of cannabis, illegal drugs or non-prescription drugs, and alcohol while on the premise by employees is inconsistent with Towertopia’s long-standing commitment to maintain a safe and productive work environment and a drug free workplace. Being intoxicated during an employee’s shift will not be tolerated in any capacity. “Illegal drugs” are controlled substances that are not being used or possessed under the supervision of a doctor or other licensed health care professional, inhalants that are being abused or misused, and so-called “designer drugs” which adversely affect cognition and motor skills and have no legitimate medical use. The term includes, but is not limited to, cocaine, amphetamines, opiates, PCP, and prescription medications not prescribed to the person who is using or taking them. Towertopia does not allow the consumption of cannabis on the premises in any capacity, nor does it allow any alcohol on the premises. This policy applies to all employees and is a condition of their employment. Towertopia reserves the right to amend or modify this policy in its discretion in accordance with the requirements of applicable law or for any other lawful reason. Towertopia 861 Olive St., Fresno, CA 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. We at Towertopia are committed to a cultivation process that is sustainable, environmentally friendly, and produces the highest quality cannabis possible. Our most important priority is to grow cannabis while fully complying with all local ordinances and regulations set forth by the City of Fresno, including but not limited to supporting the City’s Equity Businesses, in order to contribute to the wider economic development of Fresno. We will assist up to four Equity Businesses by providing them with Business Operations Consulting and Technical Assistance. We at Towertopia will provide this aid over the phone and email, though we respectfully prefer that first contact be made with an introductory email. When assisting Equity Businesses, we will discuss their business goals, break them down into a series of action items, set interim objectives, then problem solve with them on how to best reach each milestone – a strategy that has proven successful for businesses and individuals alike. We will provide ongoing coaching and feedback on a weekly basis in order to ensure that Equity Businesses are staying on track to meet each of their objectives, as well as remaining compliant with all state and local regulations. This will allow us to address any issues before they become serious problems, as well as help establish a healthy rapport where the owners of Equity Businesses feel comfortable reaching out to us for additional support as needed. In order to track our own success in implementing this Incubation Plan, we will contract WeCann, a full-service consulting firm for cannabis businesses. They will check in with us on a monthly basis to ensure that we at Towertopia are doing everything we can to assist the Equity Businesses in reaching their goals. During these assessments, WeCann will provide us with feedback about when we are attaining good outcomes and where we need to improve. This constructive criticism will be invaluable for us to provide the best possible support to the Equity Businesses of Fresno. Equity Business Support a) Equity Fund b) Business Operations Consulting. We will assist Equity Business owners in operating and managing their commercial cannabis businesses by focusing on hiring best practices and expanding their customer reach. We at Towertopia have ample experience growing our own businesses through modern sales and marketing techniques that we plan to teach Equity Business owners. We will also provide in- depth training for vetting job applicants and hiring the most qualified candidates, as we have created our own successful methodology for the on-boarding process. c) Technical Assistance We will assist Equity Business owners in regulatory compliance and commercial real estate sourcing. We at Towertopia will utilize our successful business backgrounds to teach Equity Business owners the ins and outs of compliance as it pertains to cannabis, OSHA, workplace health and safety, and all other regulations companies must adhere to on the local, State, and Federal levels. The cannabis space is changing rapidly, but we have our finger on the pulse of Towertopia 861 Olive St., Fresno, CA these evolving regulations, making us well positioned to educate Equity Business owners in how to stay on top of being compliant. We will also assist Equity Business owners in finding property for their Equity Business that meets all the necessary zoning requirements of the City of Fresno. We will go over the benefits and downsides of purchasing versus leasing commercial real estate (such as fixed rates and tax breaks) so that the Equity Business owners will be fully educated in their real estate decisions. d) Product Promotion As one last level of support, we will provide premium shelf space in our Retail Sales Area to Social Equity cultivators and manufacturers. Not only are we thereby giving local product exclusive space on in the Store, but are also providing a venue for the Social Equity business support and incubation. Further, to even better promote these products, we will offer in-store discounts on Social Equity products. Such deals as buy-one, get-one half off or percentages off will encourage the sales of products coming from local Fresno Social Equity businesses. 1 Labor Peace Agreement 861 Olive Avenue Retail Partners ("the Company") and the United Food and Commercial Workers Union, 8-Golden State ("the Union") hereby agree to the following terms: 1. Neutrality and Non-Disparagement. The Company agrees to take a neutral approach to unionization of workers, meaning that the Company, which also includes any managers, agents, and representatives, will neither help nor hinder the Union’s organizing effort, including making any statement or taking any action that directly or indirectly indicates or implies any opposition to workers selecting the Union as their collective bargaining representative, or directly or indirectly supporting or assisting in any way any person or group who may oppose the Union. This includes the Company refraining from making negative comments or otherwise demean by word or action the Union, Union representatives, or unionization. The Union agrees to refrain from exercising its rights to picket, handbill and engage in other economic activities against the Company's facilities or operations; however, if the Company recognizes another union as the bargaining representative of any workers, the union's obligation will automatically cease to apply to those workers' facilities or operations. In addition to refraining from exercising its rights to picket, handbill, and engage in other economic activites against the Company, the Union agrees to be neutral in its communication with the Company’s employees and will not disparage the Company or paint it in a bad light to its employees or to the public. 2. Bargaining Unit: The Union will notify the Company of the facilities and/or operations for which the union seeks to invoke this agreement's unionization process and, in this notice, the Union will designate the bargaining unit. The Union is not limited in the number of times it can provide such notice and invoke this agreement's unionization process for any of the Company's non-supervisory or management employees; provided, however, that such notice and invocat ion of this Agreement’s unionization process will be of a freequency that will not unreasonably interfere with or hinder the Company’s day-to -day operations. 3. Access. The Company grants the Union and its Union representatives access onto the Company's premises during working hours to speak with bargaining unit employees during non-working time, including meal periods and rest breaks. The Company will cooperate with the Union in making arrangements to permit these conversations to be held in non-restricted areas where the employees will be able to speak to the Union representatives without monitoring by the Company. 4. Meeting. At the Union’s request, the Company will conduct a meeting on a mutually agreeable date(s) and time(s) with all of the bargaining unit employees. At the meeting, the Company will tell the employees that it is neutral, does not object to their talking to and supporting the Union, and will negotiate a collective bargaining agreement (CBA) with the Union if a majority of the bargaining unit employees designate the Union as their collective bargaining representative. Union representatives will attend the meeting and, after the Company has introduced them and left the meeting, the Union representatives will talk with the employees about the Union. 2 5. Contact information. At the Union’s request, the Company shall furnish to the Union the names, job classifications, home addresses, cell phone numbers, home phone numbers and email addresses, if known, of the bargaining unit employees (collectively, "contact information"). The Company further agrees thereafter to provide updated worker contact information, as reasonably requested by the Union, but in no event more than once every thirty (30) days. 6. Recognition. When a majority of bargaining unit employees designate the Union as their collective bargaining representative, the Company will recognize the Union as the exclusive representative of the bargaining unit, provided that the Union may assign jurisdiction and representation rights to any of its affiliates. At either party’s request, a neutral third party may confirm majority authorization. The Company and the Union will comply with all requirements necessary to obtain certification of the Union as the exclusive bargaining representative of these employees. 7. Elections. The Company waives the right under the National Labor Relations Act to file any petition with the National Labor Relations Board for any election in any bargaining unit subject to this agreement by itself or as part of a larger unit, and agrees to refrain from directly or indirectly supporting any such petition. If any election petition is filed, the Company agrees that, at the Union’s request, the Company will enter into a full consent election agreement under Section 102.62(c) of the NLRB’s Rules and Regulations under the terms the Union and the Company determine. The Company waives the right to file any unfair labor practice charge related to or based on this agreement, the Union’s demand for recognition under this agreement, the Union's election, or any other matter related thereto, and further agrees to refrain from directly or indirectly assisting with or supporting any such unfair labor practice charge. 8. Bargaining. Within 20 days from the date of recognition, the parties will begin good faith bargaining for a CBA covering the bargaining unit. If the Union and Company are unable to agree to a collective bargaining agreement within 90 days of commencement of negotiations, the parties agree that either the Company or the Union may require that all open provisions and issues be submitted to final and binding interest arbitration per the subsection titled herein “Arbitration”. The arbitrator shall be guided by the: (i) Company's size, type of business, and financial ability; and (2) the employees' ability to sustain themselves, their families and dependents on the wages, hours, and benefits they earn from the Company, and the living wage for their family size and region, as indicated in the MIT Living Wage Calculator (http://livingwage.mit.edu/). 9. Arbitration. The parties agree that final and binding arbitration will be the exclusive remedy for any alleged violations of this Agreement and any dispute or claim arising from or relating to the interpretation or application of any provision of this Agreement . Unless they promptly agree on an arbitrator, the parties will proceed to expedited arbitration using the American Arbitration Association’s rules and procedures. The arbitrator is authorized to compel the attendance of witnesses and the production of documents at the arbitration hearing, and to award appropriate monetary, injunctive and declaratory relief. The parties agree not to challenge the aribtrator’s award as the order of judment of a United States District Court, without notice. Company waives the right to challenge any aspect of this Agreement before the NLRB, any other state or federal government agency, or any court. 10. Successorship, affiliated companies and subcontractors . This agreement will be binding on the parties’ successors and assigns, including all purchasers of the Company’s assets or business, and in the event of a merger. This agreement is also binding on any and all corporations, partnerships, organizations and sole proprietorships affiliated with or related to the Company’s business activities at Company’s licensed premises. If the Company intends to subcontract any work performed by bargaining unit employees, the Company agrees to require the subcontractor, in writing, to comply with this agreement. 3 11. Severability. If any provision of this Agreement is held illegal, void or invalid under any applicable law, the parties will meet and confer to amend the provision to make it legal, valid and binding, and the remaining provisions of this Agreement will remain binding and enforceable according to their terms and the parties’ intent. 12. Term of Agreement. The term of this agreement is 2 years from the date of this agreement. The term will renew for additional 1-year terms unless and until either party gives the other written notice no sooner than 60 days and no later than 30 days prior to the expiration. 13. Confidentiality. The Company and Union agree that all terms and conditions of this agreement are confidential and proprietary between the parties and shall not be disclosed to anyone else, except as may be necessary to effectuate this agreement, as required by law or court order, or as mutually agreed upon in writing prior to disclosure. Location currently open/Date____________ Location in license review/30 from opening____________ Maegan Mitchell, General Partner Jacques Loveall, President For the Company (print name) For the Union (print name) Signature Signature 12/1/2020 Date Date 861 Olive Avenue Retail Partners United Food & Commercial Workers Union, 8-Golden State Company/Company Name Union 861 Olive St. Fresno, CA 2200 Professional Drive Roseville, CA 95661 Address Address 916-786-0588 Phone Phone 12/2/2020 Towertopia 861 Olive St., Fresno, CA 3. NEIGHBORHOOD COMPATIBILTY PLAN One of the most important aspects of a cannabis business is how well it integrates itself into the community that it is to be a part of. Cannabis flower produces an odor that many people – even those in the cannabis industry – do not find appealing, often compared to that of a skunk. Cannabis is often associated with criminal activity or with a party culture that brings with it noise, disruptive behavior, and graffiti. Cannabis business often raises concerns about traffic in those communities. Towertopia, with its extensive industry knowledge, is able to take a number of proactive steps to prevent these potential issues becoming real issues for the community we aim to serve: Fresno. 3.1. Describe how the CCB will proactively address and respond to complaints related to noise, light, odor, litter, vehicles, and pedestrian traffic. Towertopia’s prior experience running cannabis businesses, especially in the retail and delivery space, has given us great insight into how to manage and mitigate concerns related to public nuisances. We will break down our methodology on the response to the six most common of these nuisances: odor, crime, traffic (vehicle and pedestrian), light pollution, trash, and noise. To demonstrate its commitment, Towertopia will enter into and sign a Neighbor Responsibility Plan that is developed in conjunction with the City that covers the information contained here in a more legally binding and codified way. Standard Complaint Response Procedure First and foremost, we will have a designated community liaison who will work with the City, neighboring businesses and residents, and the community at large to address every concern, whether it involves odor or not. This Community Liaison will have the most important role in Towertopia, and make sure that we are living up to our name. They will be responsible for handling all community complaints processes and responses. The person hired for this position will be a Fresno local who has been involved in community relations processes for a number of years and who has demonstrated success in navigating issues for the betterment of the community. Any complaint received, whether we received it directly or the City receives it and sends it along to us, will warrant a meeting with both the City and the complaint issuer. In this meeting, the Community Liaison will go over the complaint with all parties as needed, discuss the extent of the problem, and walk the complaint issuer and the City through our remediation plan. All complaints, meeting minutes, remediation plans, remediation actions taken, and the outcome will be recorded, kept on file, and shared with all interested parties. These records will be maintained on our end for seven years. More details on planned responses and remediation plans are discussed on the specific issue compliant. 3.2. Describe how the CCB will be managed to avoid becoming a nuisance or having impacts on its neighbors and the surrounding community. Odor Towertopia 861 Olive St., Fresno, CA Odor is by far the biggest complaint that cannabis business facilities have to contend with, and therefore must have the most robust response protocols. We have taken several steps to avoid becoming a nuisance, which are described in Section 5.3; we will there go over how to handle complaints and training for if or when the unlikely event that odor is detected off-site occurs. \ The first step in this plan is to get an objective measure of the strength and extent of the odor problem, which will serve as the basis for the action we will need to take. We will utilize a field olfactometer that will provide a measure as to the odor problem from where the complaint emanated. Based on this reading, we will tighten up the sealings around the doors in the building and fine-tune the ventilation system, which can include replacing the carbon filters more frequently and having the system inspected for any weak spots. These steps will be explained to the complaining party, and how this should solve their odor concern. Another field olfactometer measure will be retaken after the ventilation system update to ensure the problem is fixed. If the odor problem still persists and the field measure hasn’t changed, we will examine the maintenance records to ensure none of the changes is the cause of the odor seepage, as any changes or errors to a fine-tuned system could disrupt the odor control capacity. If the maintenance records do not indicate any issues, we will explore the possibility of replacing our carbon filtration system with a new system (fog-neutralizing or ozone-creating). These systems are more intensive in their odor control, though at a higher maintenance and replacement cost. These measures should give us an evidence-based solution to odor complaints. We will be fully transparent in our updates on addressing the complaint, notifying the complaint issuer and the City about the status of work. We fully believe that our direct engagement with the complaint issuer and the City, the lengths we are willing to go to resolve the issue, and the transparency and accountability we will undertake in the resolution process will fully meet the satisfaction of all parties. Crime For information related to our response to criminal activity, please see our Security Plan. Traffic Many residents fear that traffic from both pedestrians and vehicles will clog the streets of cities that allow retail cannabis businesses to open. To a large degree, in many instances, these concerns have borne out, so it behooves Towertopia to think very deeply about how traffic is managed from the start. Fortunately, as traffic issues have been engendered at cannabis locations across California and all other states that have legalized cannabis, we have a plethora of policy solutions at our disposal to both prevent congestion and appropriately respond to public complaints as they occur. Towertopia plans to commission a full traffic management and mitigation plan to address all possible concerns about traffic congestion from the get-go, as well as lay the groundwork for our response to traffic issues that occur despite our efforts. However, there are certain fundamental elements related to traffic control we can address here given the limited space. Towertopia 861 Olive St., Fresno, CA The location is on a main arterial way, Cooper Road, that is off Fresno Blvd., a major thoroughfare that runs through Fresno. The location is surrounded by a number of other retail locations, service stations and providers, offices, dine-in and drive-through restaurants, and grocery markets. These locations are along the strip of Cooper Road. We project that our location will have impacts on traffic that are similar to these locations, with an anticipation of 200 to 250 vehicle trips per day to the retail storefront (another 100 to 150 served through delivery). This does not present an undue impact on traffic dissimilar to the surrounding businesses, and projects out to be between 16 and 20 vehicle trips per hour, over our 12 hours of public business operation. Our location will feature seven parking spaces, which is ample to cover the projected hourly vehicle demand without causing traffic backups, in addition to available street parking in the front of the premises. Towertopia still aims to cut back on the number of vehicle trips warranted for our successful business operation. The measures we take to limit the vehicle trips our business generates will include: ● Designating the Community Liaison for the site who will be responsible for promoting the use of alternative travel modes among customers, communicating with the City on transportation matters, and implementing traffic mitigation measures ● Limiting employee parking on the premises and encouraging them to use public transportation whenever possible to via incentives and subsidies for that use ● Discouraging employees from parking on adjacent streets ● Incentivizing walking and biking to work, as well as having a secure bike rack on the premises ● Encouraging ride shares for employees, and ensuring they always have rides to and from work should they feel unsafe walking or using public transit ● Favoring potential employees in the hiring process who are locally based, and are able to walk or use public transit more readily ● Allowing customers to schedule appointments for specific times, especially if they are new customers, new to cannabis use, or desire in-depth conversations ● Encouraging customers to place orders ahead of time online or via phone that they can pick up quickly in-store, limiting that amount of time they are on the premises ● Promoting “happy hour” percentage discounts during non-peak hours ● Pushing customers to use delivery options whenever possible Towertopia is committed to safely and effectively operating its on-site parking facility on a continuous basis by: ● Creating a plan (to be approved by the City) prior to any construction on site that may limit the number of spaces available to customers off-site. ● Restriping the lot as shown on the attached site plan and maintaining the proposed pavement markings to clearly designate all parking stalls, loading spaces, and circulation patterns ● Installing and maintaining the signage noted on the attached site plan defining site circulation and parking restrictions Towertopia 861 Olive St., Fresno, CA ● Providing visual monitoring of parking conditions to ensure that only patients are parking in the on-site lot ● Providing warnings to drivers who violate parking policy and, if appropriate after sufficient warning, removing vehicles from the site that are parked in violation of the policy ● Providing parking subsidies for employees who must drive but use off-street parking at nearby private facilities As with any new business and particularly among cannabis businesses, we expect an initial large spike in the first two weeks to one month of being open. To deal with this initial, large influx of customers (up to 300 per day) that will taper off over time, we plan on instituting several temporary measures to deal with traffic concerns. ● Renting parking space from nearby large lots and shuttling customers from that lot to the premises ● Hiring a parking attendant to aid customers using the lot during peak periods ● Hiring a police officer and/or and additional security guard to aid customers entering and exiting the premises during peak periods We may also continue to use these measures on an as-needed basis (holidays, essential service designations, higher vehicle trips anticipated, etc.). Despite these efforts, we need to continuously monitor the issue of traffic, congestion, and vehicle trip load per hour and day. The performance of the proposed facility from a transportation perspective will be monitored periodically and as the result of complaints about traffic to determine if the initial measures are working to control traffic adequately. Monitoring will be conducted by a qualified transportation consultant beginning 30 minutes before the facility opens and ending 30 minutes after the facility closes. The qualified traffic consultant will take: ● A count of vehicles entering and exiting the site by 15-minute intervals ● A count of the number of vehicles parked or circulating on site at 15-minute intervals. The count program will be conducted on one typical weekday and on one weekend day on dates to be approved in advance of the study. The study data and findings will be presented in written form to the City within 30 days of completing the study. With the results of the study, we will work with the City on additional traffic mitigation measures. In addition to completing the traffic monitoring, the following material will be submitted to the City on an annual basis: ● Number of annual on-site transactions (an indication of the number of patient visits) ● Number of annual off-site transactions (deliveries) ● Number of monthly public transit passes purchased or subsidized for employees Towertopia’s Community Liaison will be responsible for submitting this information to the City, coordinating efforts with the company, the City, and law enforcement, receiving and responding to complaints, and keeping all parties updated on the steps and progress of issue resolution. Towertopia 861 Olive St., Fresno, CA Their contact information will be provided to the City and updated as needed, and they will be available at all times. Further actions will be implemented to manage traffic conditions should our traffic studies and updates underestimate the vehicle trip generation, fail to sufficiently deal with traffic issues, or reasonable complaints are received in quantity. This includes: ● The average number of vehicle trips generated during the midday site peak traffic hour exceeds the anticipated upper limit of trips by more than 20 percent ● The average number of vehicle trips generated during the adjacent street afternoon and evening commuter peak hour exceeds anticipated upper limit of trips by more than 20 percent ● The number of vehicles observed parking or circulating on the site exceeds the anticipated need by more than 20 percent for more than 10 percent of the time ● One or more vehicles are observed stopping on Cooper Road waiting to enter the site for more than one minute Further actions will include measures aimed at addressing the performance criteria that are not met and may include but are not limited to: ● Reconfiguring the premises to increase the number of available parking spaces ● Hiring a full-time traffic coordinator ● Shuttling customers from a larger rented parking lot in the vicinity ● Requiring customers to set an appointment during peak hours ● Reconfiguring the facility space for more pick-up and delivery-oriented service Proposed actions will be implemented within 30 days of submitting the traffic report to the City that indicated one or more performance measures were not met. A follow-up traffic study will be completed and submitted to the City within 60 days of implementing the proposed actions. We will always work with the City, private residents, and neighboring businesses to ensure all traffic issues are fully addressed to the satisfaction of everyone. Light There are a multitude of options for Towertopia to consider in properly balancing security concerns and light pollution. Towertopia has a vested interest in both ensuring the facility property is well lit for security reasons and that the lighting is not overpowering enough to disrupt the lifestyles of our neighbors. To match these concerns in equal measure and minimize complaints, we will implement three policies. First, our facility and parking area will be outfitted with angled light fixtures that face downward, known as downlighting. These lighting structures, affixed to the height of the building and on light poles in the parking area, will project light down in the direction of the ground. This will fully illuminate the building premises area and parking lot to quell concerns about safety while not shining directly out in a global pattern. Global light distribution is the largest cause of light pollution as it shines indiscriminately in all directions – including glare, light trespass, sky glow, and direct neighbor shine. Aiming this light as we need it via Towertopia 861 Olive St., Fresno, CA downlighting (toward the ground) significantly lessens those light pollution concerns. The lighting structures used will look much like those shown below: A note about the use of downlighting is that it is often used in environments to create atmosphere or ambience, and it is not always used in security applications due to the degree of light coverage. However, our downlighting structures will be calibrated to cover a 90-degree surface area. Second, lighting has been studied in its applications for safety and security, and such science has discovered the optimal threshold and intensity for light utilized for these purposes. As stated above, our fully shielded downlight output will be designed to cover a 90-degree area. However, based on standards established by the Illuminating Engineering Society of North America (IESNA), there are technical measures of the lumen strength and intensity upon which our efforts to reduce light pollution can be geared. We will utilize IESNA designated “full cutoff” light fixtures on the building and the parking area. Full cutoff lighting concentrates lumen output toward the center whilst requiring the attendant lumen strength to lessen toward the edges, thereby diminishing light until it is nearly non-existent outside a 90-degree area. Lastly and fundamentally, we will work with our engineering team on the measurement of the lux and lumens necessary based on the above conditions and the height of each light fixture placement. This will give us an exact determination of how much light is needed to cover the area of the premises to maintain security but not become a public nuisance. While these numbers give us a theoretical basepoint upon which to implement our lighting plan, there may be issues in practice. When a complaint about lighting is received, it will be handled by our Community Liaison. Since the level of adequate lighting is much an exact science and requires delicate calibration, the Community Liaison will work with members of the engineering team and outside consultants on the proper reduction in light pollution, whether that be in new angles, lower lights, less illuminance, more shielding, or different light sources. Trash/Graffiti/Debris Towertopia 861 Olive St., Fresno, CA An additional concern amongst the public, albeit a minor one, is the accumulation of trash, debris, negligent landscaping, and graffiti on the exterior of the building. As a retail business, it is very much in our best interest to keep our premises as inviting as possible to all people, which means keeping it clean and well-maintained. To accomplish this, we will have trash and recycling bins located near the public entry doors of the facility, both on the interior and the exterior for customers to dispose of any refuse they have before or after they enter and exit the building. When the nightly closing procedure is performed, the managerial staff will pick up any trash and debris in and around the premises. As well, during this procedure, they will check for any graffiti and tagging that is placed on, around, or near the facility. All graffiti will be removed within 48 hours, and a report will be filed with local law enforcement. Staff will be instructed to clean the facility as needed and pick up any trash onsite. Towertopia will also contract a landscape management company to ensure that the facility exterior remains beautified. This company will be contracted to landscape the premises on a weekly basis. All reports of trash, debris, and graffiti will be handled in accordance with all our standard internal public nuisance response protocols. Noise Of most minimal public nuisance concern for retailers is noise. There will be no constant heavy machinery operation onsite. All deliveries of product will come from small delivery trucks and vans – we do not anticipate large tractor-trailer vehicles delivering cannabis products. When delivery trucks do arrive, they will not be allowed to idle their vehicles and must shut off their engines as soon as they are in their proper delivery place. This will significantly cut down on the largest possible source of noise, minimal though it may be. Tangentially, in the larger cannabis space, there have been rare but anecdotal complaints related to loud music and partying at retail cannabis dispensaries. Towertopia will never, on any occasion, play music loud enough to be heard outside the building, let alone to our neighbors, and we will never host any functions or parties of any kind that create a public nuisance or disturbance. The most pressing concern related to noise is from the initial construction of the building addition. The noise from this aspect of our business will be exceedingly temporary. We project that our construction efforts will take 4 to 6 weeks from start to completion, so any nuisance created during construction will be short lived. Over that 4-to-6-week construction period, though, there are some proven methods that construction sites can adopt to cut back on the degree and level of noise created. First, Towertopia will contract with a local construction company that has newer and well- maintained construction equipment. Newer construction equipment (produced within the last ten years) has been shown to reduce noise from heavy equipment by as much as 50% compared Towertopia 861 Olive St., Fresno, CA to older, less cared for construction machinery. The use of this heavy machinery is by far the most substantive noise created on project sites, so controlling it goes a long way in controlling overall noise. Second, we will have the contracted construction company erect a tarped fence or plywood barriers, at a minimum, to contain and block the spread of noise. Surprisingly, these barriers can be relatively effective at mitigating and tempering the noise created at construction sites, even if they are not sky-facing enclosed. Any time a noise source is blocked visually from a horizontal perspective, noise is being attenuated. Lastly, effective scheduling of construction activities can be done to keep public nuisance noise generation to peak noise time periods. For example, construction activities that generate little-to-no noise can be scheduled for hours early in the day, the highest noise causing activities can be scheduled for afternoon hours, and the quieter activities can be scheduled in the evening. This would provide the most minimal disruption to nearby residents and businesses. We plan to implement each one of these construction noise reduction methods at our construction site. Further, we will notify all local businesses and residents within a 350-foot radius of the property about the commencing of construction, our noise reduction plans, and the likely end date of that construction. 3.3. Describe odor mitigation practices. Besides having an advanced ventilation system that cleanses the air where the bulk of the cannabis will be, which will capture almost all the cannabis odors, we must consider methods to minimize odor seepage. One such strategy has been legally built into the business permitting process, which is to keep cannabis businesses in a buffer zone away from residential areas. This definitely assists in preventing the creation of public nuisance, as any malodors created are lessened substantially by the time they hit residential areas, if they exist at all. We will be surrounded by other businesses, and though the number of constituents impacted by odor seepage is substantially lessened by our location, it is not zero. Thus, our main concern is other businesses and their customers. Further, in the design and layout of our building, the minimization of odor seepage was undoubtedly a factor. As can be seen on the Site Plans, it is for this reason, among others, that the rooms containing the most cannabis product are in the center of the building and have multiple doors for access. Our building was specifically designed to keep potentially noxious odors from escaping, instead containing them as deep within the building as possible. Restaurants, bars, general retail shops, and other businesses are within close enough proximity to our location that a cannabis smell could affect any of those businesses. With this being the case, the majority of cannabis products need to be stored away from entrances and exits. The Storage Area for our cannabis products is located in the center of our facility, providing a significant degree of physical separation from the odor-creating products and facility perimeter via multiple rooms with no cannabis, and therefore no cannabis odor. In doing this, the opportunity for cannabis odors to seep out through windows, doorways, and other openings is significantly lessened, and odor is contained physically to the premises. The diagram below demonstrates the extent of this physical containment. Towertopia 861 Olive St., Fresno, CA Further, as a matter of policy, the air filtration and ventilation system should have its largest collection point in the area where the most cannabis product is stored. Thus, in the Vault/Storage Area, an intake vent will be positioned so as to capture these odors at the source. This is diagramed in Section 3.5. An additional step we will take to control odor seepage is through door control. The door to the Vault/Storage Area will be lined with a rubber gasket along its edge and a rubber door sweep on the bottom to fully seal in odorous air and prevent the possibility of seepage. All employees will be trained to minimize the time that the door to the Vault/Storage Area is open to prevent odor from escaping while employees move product in to or out of that area. The door will remain closed and locked when not in immediate use. 3.4. Identify potential sources of odor. As a retail facility, the only odor source will be from cannabis flower. Since we are not a manufacturer or cultivator, we will not have any occasion to house other odor-causing substances on the premises, such as pesticides, chemicals, or extraction materials. Further, since we are not a cultivator, manufacturer, or distributor, we will not house nearly the quantity of cannabis flower that these other license types will, and what we do house in cannabis flower will be already packaged. While this minimizes odor so as to not be overpowering, it does not eliminate it and therefore the concerns about them are valid. We, therefore, must take steps to control the odor. 3.5. Describe odor control devices and techniques employed to ensure that odors from cannabis are not detectable beyond the permitted premises. Most importantly, beyond structural and procedural containment, the best practice for true and total odor containment is with ventilation. Here, two approaches are imperative: carbon filter systems and negative air pressure system. Towertopia 861 Olive St., Fresno, CA The first is a ventilation system that uses carbon filters to capture airborne cannabis odor particles. Carbon filters are the best odor capture method for this purpose and are used across all cannabis businesses as a standard. Many governments require a carbon filter system for cannabis businesses in their areas because it is so effective. A carbon filtration intake exhaust system is incredibly effective at odor neutralization and control. Though we do not yet have a specific brand/unit name in mind for the system we will use, we will most definitely be using this type of system. There are two ways that a carbon filtration system works: one that purifies the air as it is taken into the filtration system and one that purifies the air as it is pushed out of the filtration. While there is a marginal difference in the effectiveness of these two methods, we are going to use an exhaust filter. The below diagram shows how an exhaust filter operates: Carbon filters work by pulling air over a bed of activated carbon, which cleans or 'scrubs' the air free of odors before releasing it externally. As this process takes place, odors are removed from the air. Equipping our retail and storage space with multiple vents and multiple carbon filters, the air that later gets exhausted will not have a troublesome smell that could potentially create a public nuisance via malodors. Many carbon filters also come equipped with pre-filters. They are important because they remove particles like dust before the air enters the carbon filter. These pre-filter sleeves prolong the life of the carbon filter and the inline fan and other equipment, keeping equipment durable and effective for longer. These pre-filters are also among the reasons that an exhaust system was chosen, as we can pre-filter the particles in the air before they get to the carbon Towertopia 861 Olive St., Fresno, CA filters themselves. Additionally, the fans that take in the air, while not making a lot of noise, would enable us to contain that noise inside, further decreasing our potential for public nuisance development. Another benefit of placing the carbon filter outside the building is that all ventilation points lead to and pass through it. We are able to place a vent in every single room that takes in the air and moves it out through to the carbon filter rather than having a carbon filter placed in every room. Our HVAC/carbon filter plan for odor control, coupled with our odor control designs, will essentially create a sealed environment in the building and eliminate odor concerns. Second, a negative air pressure system should be used within the Vault/Storage Area. Negative air pressure systems create an air environment with lower pressure inside a space than the air outside that space. As a result, when access to that space is created (i.e. a door is opened) the air from outside is pulled in rather than the air from inside escaping. Towertopia will have installed an air system that creates negative air pressure between our building’s interior and exterior so that the odors generated inside our commercial cannabis business are not detectable by anyone in the vicinity of the business. Such a system is also becoming widely used across the industry. To accomplish the goals of odor control via HVAC carbon filtration and negative air pressure systems, we will be using the OmniTec Design Inc.’s Omniaire OA2000VMED Medical Grade HEPA Negative Air Machine (Airflow 300-1900 CFM). This ventilation unit was chosen because it has all the features that our odor control system would need, all in one integrated piece of machinery: negative air pressure creation; carbon filter pre-installed; and pre-filters. The incorporation of the three top odor control techniques into a single centralized unit makes odor control – and continued system maintenance – significantly easier and more powerful. More information about this unit via its product brochures in Appendix 7 as Attachment A. 3.6. Describe all proposed staff odor training and system maintenance. We take odor control very seriously at Towertopia. It can very easily be the downfall of an otherwise successful cannabis business and degrade the quality of life for the residents of the communities that they exist in. Again, we will be a community builder, not a community burden. Staff and their actions are the front line of defense when it comes to odor creation due to human error. Towertopia will train all staff on the proper internal procedures when handling product to minimize odor seepage. This includes ensuring all doors remain closed where product is Towertopia 861 Olive St., Fresno, CA stored, all product is secured in exit packaging when it leaves the store, and that all product is stored in closed display cases or drawers. The mantra that employees will be trained on is “out of sight, out of mind,” in this context meaning that if cannabis cannot be seen, then there should be no way for someone to know it is there. Staff will be trained on the basics of the odor control equipment to operate it with some proficiency and understand readings of equipment gauges. All staff will be trained on the detection of odors and who to report to if odor is detected off- sight. All staff will also be trained on how to receive complaints from the public about odor complaints, defusing potentially volatile situations and recording the necessary information for a proper response. While all staff must field these complaints, it will be incumbent upon the Community Liaison to respond to these complaints. The Community Liaison will be trained on and react in the following ways to odor complaints to ensure their timely resolution. 1. Olfactometer: Our Community Liaison will be trained on the operation of the olfactometer unit. This will include, but is not limited to, the operation of the unit, the calibration of the unit, the quantification of odor measurement based on subjective sense, the use of various Dilution-to-Threshold (D/T) Ratios for quantifying odors, and inhalation rate adjustments. This train will all be provided by St. Croix Sensory, Inc. via their online Odor School and Sensory Institute train classes. St. Croix Sensory, Inc. is the manufacturer of the olfactometer unit we will be using, the Nasal Ranger. 2. Tightening Seals and Spaces: Areas where malodorous air is escaping will be discovered via the execution of a blower door test. An outside company will perform the blower test and review the results with the Community Liaison. The Community Liaison will be present and observe all steps of the blower door test, then discuss all results and what they mean with the auditor. The Community Liaison and the auditor will then implement the necessary steps to seal the spaces, cracks, and gaps where odors are escaping. This will include the installation of weatherstripping and caulking where necessary, which will be provided by the auditing company. 3. Fine-tuning Ventilation System: The Community Liaison will have a general understanding of the HVAC and odor neutralization system as provided by the manufacturer and the installation service provider. However, when adjustments to the system are required, the installation service provider - which will be highly trained and skilled in dealing with HVAC and odor control systems - will be the entity providing the fine-tuning. The Community Liaison, though, will always observe this process. 4. Carbon Filter Review/Replacement: The Community Liaison will complete an online certification class to become an Odor Control Technician. There are several providers for these certification courses, and they typically include methods for the inspection and replacement of air filtration systems and components. The Community Liaison will undergo additional training that includes a review of the Fresno cannabis ordinance, discussions with Fresno Planning Department, Police Department, and the San Joaquin Valley Air Pollution Control District, as well as attendance at seminars on odor and environmental nuisance management. Further, the Community Liaison will work with the HVAC tech to synergize information, training material, and guidance on internal protocols for odor correction, and discuss other solutions and best practices for handling odor complaints. Towertopia 861 Olive St., Fresno, CA The odor control HVAC system will be inspected at an interval of every six months by a certified HVAC technician. This technician will inspect all elements of the odor control system and HVAC system, including filters, seals, ducting and piping, gauges, and general functionality. The filters will be replaced on a yearly basis, or as needed as determined via the inspection. All records related to work performed on the HVAC/odor filtration system will be retained for seven years as required. 3.7. Describe the waste management plan. While other license types, such as manufacturers, face mounting challenges when addressing waste disposal, as a retailer we are fortunate in only having to address the most minimal quantities of waste. As retailers, we store no hazardous substances or chemicals on site that require hazardous material disposal and take-away. There are two root causes of cannabis waste on a retailer premise: product expiration and display-product degradation. For product expiration, there are two instances in which this can occur. The first is when receiving of a product already or near expiration as defined on the product packaging. Should this occur, the Distributor, not the Retailer, is responsible for the disposal of that product per remediation procedures. The Distributor is required to retrieve the product and issue either an identical replacement in better condition or a refund to the purchase. Should the product expire while in our position due to the length of time the product goes unsold, then the product’s disposal is our responsibility. The second concern falls under the definition of cannabis waste; once a product is open for display and consumer inspection purposes, it cannot be sold, nor is it to be repackaged and sent back to the Distributor for credit. These cannabis goods, once too degraded for authentic representational inspection, are to be disposed of. In these instances where cannabis products must be disposed of, the product in question must be separated from the for-sale cannabis goods and the display cannabis. This change is noted in the track-and-trace system, as well as the reason for the disposal and the identity of the employee involved. The expired or degraded cannabis is then removed from any and all packaging and rendered unrecognizable before being placed in cannabis waste storage. All cannabis waste is stored in airtight containers located in the Storage Area away from all other cannabis goods. The Storage Area will be a limited-access area that is keycard locked and monitored via security camera 24/7. Cannabis waste is also stored independently of non- cannabis waste, located behind a locked grate within the Vendor Entrance Room. Vendors will not be able to access this unit during their delivery procedures, nor do they have access to this room without the presence of an employee. Access to the cannabis waste will be restricted to authorized personnel and the cannabis waste hauler. When cannabis waste is scheduled for disposal, we will contract a licensed cannabis waste Towertopia 861 Olive St., Fresno, CA hauler for removal. We plan on using Cannabis Waste Solutions (CWS). CWS is an industry- leading cannabis hauler/disposal company that handles cannabis waste and destruction with full scope and full compliance. Upon the arrival of the cannabis waste hauler (CWS), we will update our track-and-trace system with the following information: • Collection date and time • Weight (at pickup) (lbs.) of entire load • Weight (at pickup) (lbs.) of each cannabis product • Cannabis product type/information • Cannabis batch number/UID • Cannabis waste hauler name and business license number, and address of facility/final destination • Name, driver’s license, and signature of the employee who hauled the cannabis waste • Name and signature of Towertopia employee who oversaw the waste pickup With all of the above information properly recorded, the cannabis waste hauler will destroy the cannabis waste on-site via grinding it and mix it with non-cannabis material in an appropriate ratio that makes it unusable and unrecognizable. Once this process is completed, they will move the destroyed cannabis waste to their vehicles and off the premises. V600 SPECIFIC CHEMICALS - VOCS TRAP SPECIFIC AIRBORNE CHEMICALS VOCS AS WELL AS PARTICLES THE AIRPURA V600 Available in White / Black / Cream THE AIRPURA LIMITED WARRANTY 5 years parts / 10 years labor Traps specific airborne chemicals - VOCs - with enhanced, impregnated, activated carbon as well as particles with its true HEPA filter. PROTECT YOURSELF FROM HARMFUL AIRBORNE CHEMICALS AND VOCS MODERN INTERIORS RELEASE HARMFUL CHEMICALS Vapors from PVC, vinyls, carpets. Ammonias from cleaning materials Pesticides tracked in from outdoors Benezene, toulene from heating fuels, paints and glues. AIRBORNE CHEMICALS IN WORK AREAS Work areas are often contaminated by chemicals released by manufacturing processes and officeequipment.The resulting symptoms which may include headaches, drow- siness, rhinitis, other respiratory problems and the possible onset of cancers. A GOOD INVESTMENT An enhanced chemical filtering system is a good investment to prevent the personal distress and productivity losses that may result ASK OUR AIR QUALITY EXPERTS Airpura can recommend specially blended carbons to deal with your specific airborne chemical problem. Solutions for over 4000 chemicals are available EFFECTIVE FOR UP TO 2000 SQUARE FEET Recycles the air approximately every 30 minutes. THE IMPORTANCE OF DWELL TIMES for effective chemical and gas adsorption a deep carbon bed is important. Many systems offer 1" or less. The Airpura V600 has a 2" deep bed for effective filtration. LONG LASTING FILTERS Carbon filters typically last up to 2 years depending on use. Hepa filters typically last up to 5 years in regular use. Pre-filters can be vacuumed from the exterior of the unit and should be changed every 12 months depending on use. UNIQUE FEATURES PRESSURE SEAL Airpura’s unique pressure seal on the filter chamber ensures that all of the dirty air passes through the filters. Other systems allow leakage and do not achieve the 99.97% HEPA filtration rating. FELT GASKETS seal the filter chamber. Maximize filtration with no rubber off-gassing found with other filters. ALL METAL HOUSING ensures no plastic vapors are emitted. BACKWARD CURVED MOTORIZED IMPELLER eliminates the vibrations and noise associated with older motor and shaft set ups. VARIABLE SPEED MOTOR lets you choose your ideal level of filtration. MOTOR OUT OF THE AIR FLOW. Most air purifiers blow the clean air over the motor and pick up new impurities before exhausting it. UNIMPEDED AIRFLOW simple and direct internal airflow avoids the air turbulence, inefficiency and noise associated with more convoluted systems SEPARATE ELECTRICAL PARTS CHAMBER prevents any off gassing from capacitors, condensers or switches. PERFORATED STEEL EXTERIOR offers both a softer appearance and 360 degree air intake and distribution. SEPARATELY CHANGEABLE FILTERS The Hepa and carbon filters can be changed separately so you only change them when appropriate and save operating costs ADVANCED CHEMICAL FILTRATION SYSTEM 2 MicroSupress filters Suppress bacteria and viruses Cleanable pre-filter Vacuum through grill and change every 12 months HEPA filter Traps 99.97% of particles as small as 0.3 microns Pressure seals Felt gaskets Enhanced Impregnated Carbon filter Absorbs VOCs and specific airborne chemicals EFFECTIVE, SAFE AIR PURIFICATION FOR VOCS AND SPECIFIC CHEMICALS V600 SPECIFIC CHEMICALS - VOCS YOUR AIRPURA™ DEALER TRUE HEPA FILTERS Developed by the atomic energy commission to filter radio active particles as small as 0.3 microns ENHANCED CARBON Premium quality activated carbon that has been specially treated to deal with specific chemicals especially VOCs ODOR, AIRBORNE CHEMICAL CONTROL 18 lbs enhanced, activated carbon 13"H x 13.25"OD x 9"ID CARBON BED 570 sq in x 2" deep PARTICLE REMOVAL 40 sq ft true HEPA (Measured 1 side only) 10 pleats per inch Pleats warm rolled with separators AIR FLOW 560 CFM More cfm than any other home unit available PRE-FILTER 570 sq in x 1 in deep SIZE 23" x 15" WEIGHT 45 lbs total VOLTAGE OPTIONS 115 or 220 volts WATTS 120 on high / 40 on low SOUND LEVEL 28.1 db on low (at 6 feet) 62.3 db on high (560 cfm) (Room level 25.1 db) ETL CERTIFIED Conforms to CSA C22.2 no 113 ANSI / UL 507 TECHNICAL SPECIFICATIONS OPERATING & FILTER REPLACEMENT DIRECTIONS V600 TO BEGIN USING YOUR AIRPURA Inspect the exterior of your Airpura to verify there is no damage from shipping. If any damage is noted, please follow the instructions from the distributor returns policy. Wipe the unit with a damp cloth to remove any dust from packaging Plug the unit into a regular grounded 110 volt outlet Turn on the unit to MAX and allow it to run for a few minutes Set the variable speed control to the level you wish The most efficient way to use your Airpura for regular air quality maintenance is to run it at a low speed 24 hours a day 7 days a week. Maintain a humidity level of below 40% at all times in your home. FILTER MAINTENANCE AND REPLACEMENT Ensure regular maintenance/replacement of filters The Prefilter Can be vacuumed from the exterior of the unit once a month or more often. Should be replaced at least after 12 months of use To vacuum the Prefilter Use the brush attachment on your vacuum cleaner Vacuum slowly around the mesh surface of the filter chamber IMPORTANT SAFETY NOTE Please ensure air purifier is turned OFF when plugging into a power source. Failure to do so may result in motor potentially stalling and/or burning. MinMax Off 1 MinMax Off 2 MinMax Off 3 Air purifiers models and filter configurations Technical specifications 3067330 60950 Odor, airborne chemical control 18 lbs enhanced, activated carbon 13"H x 13.25"OD x 9"ID Carbon bed 570 in2 x 2 in deep Particle removal 40 sq ft true HEPA (Measured 1 side only) 12 pleats per inch Pleats warm rolled with separators Air flow 560 cfm More cfm than any other home unit available Pre-filter 570 in2 x 1 in deep Size 23 in x 15 in Weight 45 lbs total Voltage options 115 or 220 volts Watts 120 on high / 40 on low Sound level 28.1 db on low (at 6 feet) 62.3 db on high (560 cfm) (Room level 25.1 db) ETL certified Conforms to CSA C22.2 no 113 ANSI / UL 507 18 lbs Impregnated Carbon Filter (17% KI/Potassium Iodide, 83% Coconut Shell Carbon) 24 months HEPA 600RVHU Filter (99.97 % efficient @ 0.3 Microns) 3 to 5 years V614 : HEPA 14 Filter (99.99 % efficient @ 0.3 Microns) Poly Prefilter 600 2-pack 12 months Prefilter Particule Carbon Alternates Cotton Prefilter TarBarrier Prefilter Upgrade HEPA 14 Filter (99.99 % efficient @ 0.3 Microns) ULPA Filter (99.9999 % efficient @ 0.1 Microns) 18 lbs carbon filter, 17% potassium Permaga-nate carbon, 83% coconut shell carbon To close the filter chamber Replace the gasket Position the indentation in the cover into the center of the HEPA filter Replace the 4 screws and tighten Tu rn the Airpura back on casters Insert the tube into the filter chamber inside the Prefilter Let the spiral open to fill the opening Open the top of the spiral to make a slight funnel Insert the Carbon canister into the funnel and hold it straight Position the Prefilter inside the filter chamber Place a felt gasket at the bottom of the filter chamber Unfold the filter slider (Supplied with replacement filters or on request Part#6F 001) Roll it into a spiral Let the canister slide down thefilter slider Pull the filter slider up out of the cavity using both hands and let the canister slide to the bottom of the cavity Remove the filter slider and fold it for further use Slide in the Hepa filter To open the filter chamber Turn over the Airpura Remove the 4 retaining screws Take off the cover Remove the gasket DESIGNED AND MANUFACTURED BY AMERICAIR CORPORATION, MISSISSAUGA, CANADA. PRINTED IN CANADA 12/00 ® Amaircare is a trade mark (registered in the U.S.) of Americair Corporation. Americair Corporation reserves the right to change any specifications without notice. 4000VOC CHEMFILTER Specifications CLASSIFICATION • Portable Carbon Air Cleaning Device • C.S.A.approved DIMENSIONS: 16" W 23”H WEIGHT: 55 lbs. AIR FLOW (C.F.M.): 300 POWER USAGE: 120 Watts MATERIALS:24 gauge cold rolled steel FINISH:Powder coated baked enamel COLOR: White INTAKE (Section) 6”Duct collar enclosure surrounding a two-stage filter assembly. OUTFLOW (Section) Downdraft Vent slots in bottom. MOTOR/FAN • Thermally protected Class “B”insulated motor • Designed for continuous operation. • Run tested for 50,000 hours • Service: 120 Volt,60 Hz or 230 Volt, 50/60 Hz CONTROL: Va riable Speed FILTER LIFE Stage 1: Foam Filter: Reusable Stage 2: Carbon Canister: Variable (Based on production ink usage) Easy/Change Filters Quick access panels allow for quick, easy filter changes. Durable Metal Cabinet Greater protection for internal compo- nents and filter systems. Highly Efficient 30 lbs. of granulated carbon for fast efficient removal of chemicals and odors. Safe The 4000VOC can safely be used while people are present.. Easy to use, you simply plug it in and turn it on. CSA approved Rugged Solid metal construction, built for years of trouble free operation in the most demand- ing of environments. Versatile The VOC ChemFilter can be used in print shops or anywhere that elevated V.O.C.’s, particulate or odors are a problem. The Amaircare 4000VOC ChemFilter is designed to remove VOC’s generated by solvent inkjet plotters. The 4000VOC is installed directly into the rear of a plotter and creates a negative pressure inside the plotter. The VOC’s that are created in the printing process are drawn into the 4000VOC’s 30 lb.granulated carbon fil- ters which remove a significant amount of the V.O.C.’s. The ‘clean’ air is then vented out of the bottom of the 4000VOC. The 4000VOC works independant of any other system. It can run even if the solvent inkjet plotter is not operating,and is recommend- ed for continuous reduction of V.O.C.levels within the work area. 861 Olive Retail Partners Fresno 861 E. Olive St, California Fire/Life Safety Compliance Report CREATED BY CRAIG FRY & ASSOCIATES LLC Report Objectives The purpose of this report is to document the code compliance aspects of the project ensuring the City of Fresno, Fresno Building and Safety, Fresno Fire Department, and County of Fresno of the safety of this project. This report will clearly indicate the building’s limitations, construction types, fire resistance rating, fire protections, means of egress compliance, emergency lighting, and initiating and notification systems. Location Description The “861 Olive Avenue Retail Partners” project will be a constructed adult-use and medical-use cannabis retail facility within a single-story commercial building. The project will consist of one building with a single occupancy located at 861 E. Olive Street, Fresno. The total square footage of the building is 5700 square feet. The building has been designed to meet the requirements for a B and M Occupancy. It is the owner’s desire to ensure the project is designed with the highest safety standards and is within full compliance with the California Building Code. Code Compliance & Specific Performance The project is going to consist of one building, single-story with a total square footage of approximately 5700 square feet. The building construction is Type III, it meets all the requirements of CBC Table 504.3, 504.4, and 506.2 as far building heights, Square footage, and number of stories. This building plans for the tenant improvement will be submitted to Fresno Building and Safety and will be required to meet all IBC (International Building Code) regulations. Every aspect of the building has been closely studied so that it will be in compliance with the required guidelines and the owners plan is to adhere to the most restrictive requirements to ensure the safety of the public. Code compliance & Specific Fire Protection A manual fire alarm system that activates the occupant notification system in accordance with CBC 907.4 and 907.2.5 has been provided and the system is capable of voice evacuation system using speaker strobes. In addition, an automatic smoke, heat, carbon monoxide detection system will also be provided to ensure the safety of the occupants of the building. A dedicated space (approved by Fire Department) will be used to install a Matrix and Graphic annunciator in order to make it simpler for Firefighter to detect the area of the fire in the shortest possible time. The Fire/Alarm System Monitoring will be contracted to Medina Security Business Alarm (559) 281-6235 who is located at 5870 E. Laurite Ave, Fresno, Ca. Portable Fire extinguishers will have a rating of not less than 2-A or 2-A10 BC will be provided within 75 feet travel distance to all portions of the building, also for any electrical room portable fire extinguishers with a rating not less than 10BC will be provided. All installation of Fire Extinguishers will comply with CBC Section 906. All Fire Extinguishers will have proper signage as to location, they will be place on hangers at a height of no greater than 5 feet and no lower than 3 ½ feet and will be located in areas that will be free of storage and access will be continually maintained. Location of Fire Extinguishers Means of Egress/Safety routes Egress Path of Travel To Primary Safety Zone To Primary Safety Zone Safety Zones The primary Safety Zone will be located in the parking lot adjacent South to the Occupancy with the secondary Safety Zone located in the parking lot directly North of the occupancy. If the occupancy is required to be evacuated for any reasons the On-Duty Manager will be responsible to provide direction as which Safety Zone will be utilized base on the reason for the evacuation. The evacuation locations will be posted at the Exit Doors and the Managers will document who was in the facility at the time of the evacuation and will utilize a specially developed recording card similar to a Triage Tag which all First Responders (Fire/EMS/Police) are familiar in reading and using. The building will have the new improvements will include readily visible, clear and unobstructed, remote exits, travel distance within distances (max 150’ from any exit), common path of travel with limits, dead ends with limits, adequate illumination will be provided, all exit corridors will be free of storage, doors will swing in direction of egress travel, All Exit Doors will be equipped with panic/fire exit hardware operable, 861 E. Olive, Street Primary Safety Zone Secondary Safety Zone doors will open easily, self-closures corridors and aisles (min 44inches) will be of sufficient size and proper exit signs and proper exit distances no more than 150’ feet. • All Exit Doors will be alarmed so that no unauthorized entrance or exiting of the building can take place. • All Exit Passages and Doors will meet all ADA (American with Disabilities Act) requirements and will have automatic door openers. Exit Signs: Exit signs will be in full compliance with CBC 1013. Exit signs will be connected to an emergency power system that will provide an illumination of not less than 90 minutes in case of primary power loss. The emergency power system shall consist of storage batteries. American with Disability Door Opener New Knox Boxes will be provided outside of the riser rooms and the main entry and will be maintained with keys to allow Fire Department Access Fire Alarm and Detection System- • Annual Certification- Occupant will follow Fresno and State Fire codes. • Location of panel- Will be at or near the main entrance of the building’s the northeast side. • Exterior Signage- NFPA 704 • Coverage (mapped)- Will cover the entire building. • Monitored- Security and central signaling alarm system monitoring. • Method- Types of initiation devices will include smoke, heat, manual, water flow, and special systems (Hydrocarbon detectors throughout the rooms). Fire Extinguishers (see report objectives) • Fire Extinguishers will be located in required locations throughout the occupancy and will follow California Fire Marshal and Fresno Fire Department requirements including mounted properly, inspection date current (within 1 year), adequate number, and proper type for hazard protected. First Aid Kits/Eyes Wash • First aid kits location and inventory will be accessible and available on site and employees will be provided training on usage of items located within the First Aid Kit. • Employees eye wash/shower/fire blanket stations shall be reviewed and visually inspected with in their accessible locations for fire emergencies. Fire Resistance Ratings: The building is Type III construction and is in full compliance with Table 506.2, 504.4 and 504.3. Corridors will be 1-hour rated per CBS Section 1020 with 60-minute rated doors and 60-minute rated openings. The exterior walls of the building are currently 2- hour rated, which will eliminate spreading of fire to both interior exposures as well as neighboring properties. Housekeeping • Housekeeping will be maintained and will include but not limited to areas free of excessive combustibles, no smoking throughout the complex, all building code requirements will be followed for storage requirements, and trash removal on a regular basis. • B) Interior Finishes: All interior finish materials applied to wall and ceilings will be in compliance with CBC Section 803. The flame-spread rating of paneling materials on the walls will be complying with CBC Section 803.1.2. All the decorations (if provided) will be noncombustible or flame- retardant treated in an approved manner. Emergency Contact • The Emergency Contact for this operation will be available any hour of the day, the emergency contact information will be posted at the front entry to the occupancy and will be located adjacent to the office entrance. Applicable Codes The Applicable Codes relative to this project are: • 2019 California Building Code • 2019 California Fire Code • NFPA 72 • NFPA 13 • NFPA 48 • NFPA 58 • AB 2679 Employee Training New employees will be screened, evaluated and trained to perform the essential functions of their specific job duties. Policies of 816 Olive Avenue Retail Partners will be required for all the employees, emphasizing Fire/Life Safety is fundamental to the way the company conducts its operations. New employees will be knowledgeable and well versed in Fire Safety rules and regulations. o All Employees within 3 months and during their training period will be required and paid to complete a American Red Cross First Aid/CPR Course and during their employment will be compensated to maintain an active First Aid Card. o Prior to being allowed to work in the occupancy all new employees will be provide an employee handbook that will provide specific instructions on the following emergency situations:  First Aid • How to identify a Medical Emergency • Necessary measures to provide basic first aid o Chocking o Bleeding o Seizures o Overdoses o Emergency Childbirth o Trauma Emergency o Proper Distancing o Burn Treatment  Infectious Disease Protocols o Proper precautions  Masks  Gloves -when necessary  Sanitation Protocols  Proper Distancing  Temperature Monitoring  Fire Related Emergencies • Use of Extinguishers • Activation of Alarm System • How to and when to initiate Evacuation Procedures • Methods to notify First Responders • Location of all emergency Exits and Safety Zones  Emergency Contact Training • Members will be trained on proper communication with a 911 Operator and with First Responders which will include but not limited to the following o Sex of Patient o Age of Patient o Type of Emergency o Rate of Respirations o Pulse o Immediate History -Current situation Annual performance reviews will be conducted by senior level management to ensure that policies and procedures will be adhered to and will ensure each employee has a working knowledge of fire safety regulations and procedures. Fire Life Safety will be a major point of every employee’s annual personal evaluation. Documentation requirements for Emergency Related Situations Managers and Team members will be trained and required to make all notifications dealing with injuries, emergencies, interactions with First Responders, contact with individuals with any type of infectious condition, etc. Managers will be trained on Local and State Required notification requirements (Local Authorities, Cal-Osha, County Health, etc.) Managers and Ownership will be responsible to investigate and report all work- related incidents and make sure they are tracked and investigated so that preventative measures can be implemented. The information contained in the reports is essential to maintain and improve successful safety programs. All employees will be trained to report all work-related incidents will be reported so that they can be tracked and investigated. All Employees will be required to report any work-related injury or illness to a supervisor as soon as possible. After reporting the incident to your supervisor, submit a report of the incident within 24 hours to Ownership so established protocols can be implemented. An Online Incident/Accident Reporting System will be developed, the System will record location, causation of the Incident/Accident and actions to mitigate the situation. OSHA 300A (Summary) will posted in a location for all members to see and review and will be posted as required from February 1 thru April 30th. COVID – INFECTIOUS PRECAUTIONS A temperature monitoring device will be installed at the entrance to the facility, Security Personnel will require both employees and patrons to be checked and will only allow entry if the individual meets the necessary safety requirements. In addition to the temperature monitoring system a facemask dispensing system will be available for all individual entering the facility. The facility will have necessary signage in place to create safe distancing protocols it will be install in all necessary locations and policy established by the signage will be enforced by all employees Entry Signage: Interior Signage Interior Signage About the Authors Craig Fry Craig Fry served with the Los Angeles Fire Department for 31 years. During his tenure Craig rose to the rank of Deputy Chief and held the role of Fire Marshal for the City of Los Angeles, he was responsible for the oversight of the Fire Life Safety laws for the City of Los Angeles. Craig was responsible for permitting the expansion of numerous projects at Los Angeles Airport, notably, the building of the Tom Bradley Terminal, expansion of runways and taxiways, enforcement of codes and interagency cooperation. Craig was also instrumental in the expansion of the Port of Los Angeles in addition to his role for oversight of the expansion and growth of the largest ports in the world. Craig also served as the South Bureau Commander, which included all emergency operations for both the Los Angeles World Airport (LAWA) properties and the ports of Los Angeles and Long Beach. His duties required the oversight of over 3300 members and over seven million citizens of the City of Los Angeles. Craig forged a very strong working relationship with the management at LAWA, Ports of Los Angeles, Elected Officials, Business Leaders and all Universities including the University of Southern California, University of California Los Angeles, Pepperdine as well as many others. During his time, he served with the Los Angeles Fire Department Craig served as a leader of the Departments FEMA Response Team and took a lead role in responding to major events including the Twin Towers – 911 tragedy and Hurricane Katrina. He was selected to serve as an advisor on the President Bush’s Anti-Terrorism Advisory Committee. While working with the Fire Department and since his retirement Craig has forged relationships with every Department within the numerous Cities, Counties and with different departments within those jurisdictions including Building and Safety, Planning, Public Works, City Council and Elected Officials Offices. He has also very strong working relationships with elected officials at the County, State, and Federal Level. He has also worked with the community at all levels including the Neighborhood Councils and serves on several organizations within the City and County of Los Angeles. Craig has served on numerous Local, State, and Federal Committees in dealing with both regulatory and emergency situations. He has served with the National Fire Protection Agency and has represented the City dealing at the State Level in the development and implementation of Fire and Building Code development. As one of the highest-ranking members of the Los Angeles City Fire Department, Craig was able to build relationships with Governmental Officials that he is now able to utilize to represent individual or companies with their issues or concerns. He is well respected and the trust he has earned provides access to officials that another Lobbyist do not have. Since his retirement Craig formed a consulting company that is designed to assist companies in expediting the complicated process associated with all phases of construction and development. His experience, knowledge of City and State Codes the trust he has earned provides the customer with a unique advantage in bringing their project to success conclusion. Craig attended California State University in Long Beach and is currently completing his education at Harvard, Kennedy School of Government Produced by Carroll Security Consulting, LLC. Plan Version 2020.9 (Fresno) Notice: content herein is the property of the author and is protected by International and United States copyright laws. Reproduction or distribution in whole or in part of the content herein without the written permission of the author is prohibited by law. © 2016-2020, Matthew Carroll, Carroll Security Consulting, LLC. 1       Security Plan    Premises Uses:  Cannabis Storefront Retail w/Delivery    Business Name:  861 Olive Avenue Retail Partners    Facility Address:  861 East Olive Avenue  Fresno, CA 93728    Prepared:  November 26th, 2020    Prepared by:  Carroll Security Consulting LLC  (916) 997‐7329    Preparer Credentials:  AA, Administration of Justice, Shasta College  BS, Criminal Justice, Sacramento State University  Qualified Manager, Paladin Private Security, PPO 15029  CPTED Practitioner, National Institute of Crime Prevention  Principal Planner, Safe and Sound Security, CA. ACO 6672  Retired, Port Police Officer, Port of Sacramento Police Department  Cannabis Security Consultant (Contractor), Benicia Police Department  Cannabis Security Consultant (Contractor), Dixon Police Department      Towertopia 861 Olive St., Fresno, CA 6. LOCATION The location of any business matters a great deal to its survival. Cannabis businesses are at a particular disadvantage given the constraints on zoning locations and buffer zones. Fortunately, Towertopia’s location at 861 E. Olive Ave. is ideal for any business, let alone a cannabis business. The storefront of any business sends an unconscious message about that business on two levels, whether it realizes it or not: the quality of the product it sells, and when aggregated, the quality of the city it exists in. A great many cannabis retail businesses are often zoned into industrial or manufacturing zones, where little incentive exists to have an intricate and appealing storefront façade, and as a result, they exist in storefront locations that often present unconscious perceptions that those businesses offer lower quality products. These are not the types of storefronts we will operate in. Our Exterior Design Plan will take its design and atmosphere cues from some of the renowned retail cannabis locations in California, the Buildings and Design element (Chapter 3) of the Fresno General Plan, and a review of the designs of new construction commercial buildings the Fresno Planning has approved over the last year. The two design characteristics Towertopia hopes to maintain are the more conservative architecture heritage while also promoting a modern and attractive façade as a pedestrian- friendly retail anchor. The storefront design scheme for the building at 861 Olive St. actually fits the character of Fresno quite well and fits in nicely with some of the design concepts for the better regarded dispensaries in California. This scheme puts emphasis on windows, direct white lighting, natural colors, wood, stone, and/or smooth-surfaced exteriors, and integrated landscaping. Towertopia is excited to be moving into this space for its retail cannabis operations and cannot wait for the residents of Fresno see what we have in store. 6.1 A thorough description of the proposed location, including but not limited to the overall property, building, and floor plan. Our proposed location is at 861 E Olive Ave, Fresno CA 93726. Our location is within the approved zoning area (Commercial Main Street, previously C-6 Heavy Commercial), has been zoning verified, and is compliant with all sensitive use restrictions. Property/Site The building is a total of 5,486 square feet and is on a lot that is .21974 acres. The public entrance faces south and opens onto the North side of E Olive street. Our main parking spaces will be to the west of the building. The main parking lot has a total of 24 spaces, of which 3 are designated as handicapped spaces. To the east of the building, we have an overflow lot, which will provide an additional 7 spaces. The west side of our parking lot meets N. Wishon Avenue. Towertopia 861 Olive St., Fresno, CA The vendor entrance will face north and will be on the rear (south) wall of the building. The Vendor Rollup door will enable deliveries to be taken in while vehicle is secure on the premises and not in view of the public. No other businesses or buildings are directly attached to our location. The closest is a separate building to the east of our building. This is a standalone ATM operated by Educational Employees Credit Union (EECU). Further East is a Dollar Tree retail establishment and their connected parking lot. To the northwest of the building and on the other side of the parking lot is Roger Rocka’s Dinner Theater, located at 1226 N Wishon Ave. Roger Rocka’s Dinner Theater provides live entertainment and dining. Directly to the north of our establishment is the rear lot for a United States Postal Service location. Our building is designed to maximize security, customer flow, and efficiency. We will have both a public entrance and a vendor entrance, which is on the opposite side of the building from the public entrance. This allows for maximum separation between the public and the vendor deliveries. The public entrance will open directly into the screening lobby. On the west end of the screening lobby (to the left from the entry), there will be a receptionist space that is separated by bulletproof glass. From inside the receptionist space, there will be two locked doors- one leading to the office and one that opens behind the counter of the retail sales floor. This allows the receptionist to have easy access to wherever is necessary but maintains separation between the receptionist and the public. The public will be able to enter from the screening lobby directly into the retail sales floor once they are granted entrance after screening. The retail sales area will also have a designated customer exit door, which allows efficient customer flow through the sales area. The inside of the retail sales area is designed to prevent direct customer access to any product. On the other side of the building, the vendor entrance will open into the limited access section of the building. From here, they will have direct access to the loading/unloading area. There is additionally a rolling door that directly accesses the loading/unloading area for deliveries. In the limited access area, there will also be a designated break room, bathroom, office space, product check-in, and the cannabis storage vault. Thoroughfares The (A) lot and facility premises will be located at the northeast corner of the E Olive Ave and N. Wishon Avenue. Surrounding Uses Outside of the immediate uses mentioned above that are in proximity to our lot, the following businesses and entities exist across and along Olive Street and across and along N. Wishon Avenue: •Richie’s Pizza & Hot Dogs – an Italian restaurant Towertopia 861 Olive St., Fresno, CA • Free Bird Company – a record store • La Vogue Beauty Shoppe – a hair salon • Tower Clock Shop – an antique store • Tracy’s Sewing Services – a sewing machine repair service • India’s Oven Restaurant and Bar – an Indian restaurant • The Painted Table – catering • Tower Theatre Productions – a performing arts theater 6.2. At least one (1) photograph of the front (street side) of the building or street view of the vacant parcel. 6.3. Premises (Site) Diagram for each proposed location Please see the attached Existing, Proposed, and Site Plans for the location in Appendix 6. Towertopia 861 Olive St., Fresno, CA 6. LOCATION The location of any business matters a great deal to its survival. Cannabis businesses are at a particular disadvantage given the constraints on zoning locations and buffer zones. Fortunately, Towertopia’s location at 861 E. Olive Ave. is ideal for any business, let alone a cannabis business. The storefront of any business sends an unconscious message about that business on two levels, whether it realizes it or not: the quality of the product it sells, and when aggregated, the quality of the city it exists in. A great many cannabis retail businesses are often zoned into industrial or manufacturing zones, where little incentive exists to have an intricate and appealing storefront façade, and as a result, they exist in storefront locations that often present unconscious perceptions that those businesses offer lower quality products. These are not the types of storefronts we will operate in. Our Exterior Design Plan will take its design and atmosphere cues from some of the renowned retail cannabis locations in California, the Buildings and Design element (Chapter 3) of the Fresno General Plan, and a review of the designs of new construction commercial buildings the Fresno Planning has approved over the last year. The two design characteristics Towertopia hopes to maintain are the more conservative architecture heritage while also promoting a modern and attractive façade as a pedestrian- friendly retail anchor. The storefront design scheme for the building at 861 Olive St. actually fits the character of Fresno quite well and fits in nicely with some of the design concepts for the better regarded dispensaries in California. This scheme puts emphasis on windows, direct white lighting, natural colors, wood, stone, and/or smooth-surfaced exteriors, and integrated landscaping. Towertopia is excited to be moving into this space for its retail cannabis operations and cannot wait for the residents of Fresno see what we have in store. 6.1 A thorough description of the proposed location, including but not limited to the overall property, building, and floor plan. Our proposed location is at 861 E Olive Ave, Fresno CA 93726. Our location is within the approved zoning area (Commercial Main Street, previously C-6 Heavy Commercial), has been zoning verified, and is compliant with all sensitive use restrictions. Property/Site The building is a total of 5,486 square feet and is on a lot that is .21974 acres. The public entrance faces south and opens onto the North side of E Olive street. Our main parking spaces will be to the west of the building. The main parking lot has a total of 24 spaces, of which 3 are designated as handicapped spaces. To the east of the building, we have an overflow lot, which will provide an additional 7 spaces. The west side of our parking lot meets N. Wishon Avenue. Towertopia 861 Olive St., Fresno, CA The vendor entrance will face north and will be on the rear (south) wall of the building. The Vendor Rollup door will enable deliveries to be taken in while vehicle is secure on the premises and not in view of the public. No other businesses or buildings are directly attached to our location. The closest is a separate building to the east of our building. This is a standalone ATM operated by Educational Employees Credit Union (EECU). Further East is a Dollar Tree retail establishment and their connected parking lot. To the northwest of the building and on the other side of the parking lot is Roger Rocka’s Dinner Theater, located at 1226 N Wishon Ave. Roger Rocka’s Dinner Theater provides live entertainment and dining. Directly to the north of our establishment is the rear lot for a United States Postal Service location. Our building is designed to maximize security, customer flow, and efficiency. We will have both a public entrance and a vendor entrance, which is on the opposite side of the building from the public entrance. This allows for maximum separation between the public and the vendor deliveries. The public entrance will open directly into the screening lobby. On the west end of the screening lobby (to the left from the entry), there will be a receptionist space that is separated by bulletproof glass. From inside the receptionist space, there will be two locked doors- one leading to the office and one that opens behind the counter of the retail sales floor. This allows the receptionist to have easy access to wherever is necessary but maintains separation between the receptionist and the public. The public will be able to enter from the screening lobby directly into the retail sales floor once they are granted entrance after screening. The retail sales area will also have a designated customer exit door, which allows efficient customer flow through the sales area. The inside of the retail sales area is designed to prevent direct customer access to any product. On the other side of the building, the vendor entrance will open into the limited access section of the building. From here, they will have direct access to the loading/unloading area. There is additionally a rolling door that directly accesses the loading/unloading area for deliveries. In the limited access area, there will also be a designated break room, bathroom, office space, product check-in, and the cannabis storage vault. Thoroughfares The (A) lot and facility premises will be located at the northeast corner of the E Olive Ave and N. Wishon Avenue. Surrounding Uses Outside of the immediate uses mentioned above that are in proximity to our lot, the following businesses and entities exist across and along Olive Street and across and along N. Wishon Avenue: •Richie’s Pizza & Hot Dogs – an Italian restaurant Towertopia 861 Olive St., Fresno, CA • Free Bird Company – a record store • La Vogue Beauty Shoppe – a hair salon • Tower Clock Shop – an antique store • Tracy’s Sewing Services – a sewing machine repair service • India’s Oven Restaurant and Bar – an Indian restaurant • The Painted Table – catering • Tower Theatre Productions – a performing arts theater 6.2. At least one (1) photograph of the front (street side) of the building or street view of the vacant parcel. 6.3. Premises (Site) Diagram for each proposed location Please see the attached Existing, Proposed, and Site Plans for the location in Appendix 6. Towertopia 861 Olive St., Fresno, CA 7. COMMUNITY BENEFITS AND INVESTMENTS PLAN 7.1. The CCB Application should describe the social responsibility plan: 7.1.1 Providing funding for or hosting expungement clinics or outreach services. 7.1.2 Incorporating an environmentally sustainable business model including energy efficient buildings and vehicles 7.1.3 Utilizing vacant buildings, brownfields land, or blighted areas of the city for the business. Community History The owners of Towertopia have a history of support from community non-profits and assistance organizations. From Kerry’s Women of the Year achievement with the Leukemia and Lymphoma Society to Dan’s various philanthropic donations and involvement to Maegan’s pitbull rescue voluntarism to Pat and Mike’s support for Local Hearts, the owners know the meaning of giving back. Please see Attachment A of Appendix 7 for sample of receipts of donations made by the various owners of Towertopia. Non-profit and Organizational Support Fresno is a large community with many diverse needs. While many governmental programs exit across city and county apparatus, there are often gaps in service or vehicles for solutions that are better leveraged via funding and knowledge to tackle certain issues. This is where non-profit organizations come in. Whether focused on a specific group of individuals or on a specific issue area, non-profits or non-governmental organizations can be the best providers of services that meet the needs of their target audience. Towertopia has worked with non-profits in the past as part of our contributions to communities we operate in and in the public-private partnerships we create, has given as great insight into the how those relationships should work. These are, in fact, relationships, not just transactional. It has always been best, from our experience to develop these relations at the outset of our cannabis business permitting process and create a conversation about the manner and extent of our assistance. The following non-profit entities or non-governmental organizations are targeted within Fresno or are assisting in an issue that is important to Fresno. We have already made contact with them and will be working with them on the development of our support structure. • Poverello House Poverello House is exactly the kind of organization that a business would want to work with because of the quality and quantity of the services that they deliver to those in need or at-risk. In their operations, they have provided more than 1,500 meals a day, and offer a number of other services to homeless individuals and other individuals in need, such as providing emergency shelter, creating emergency food kits, permanent housing referrals, drug and alcohol rehabilitation, and meeting basic necessities. Towertopia will work with Poverello House to provide both financial support and volunteer support. Our employees will be reimbursed at their regular pay rate for all Towertopia 861 Olive St., Fresno, CA volunteer hours up to 10 hours every month that are spent at Poverello House. Additionally, through their planned giving program, we will donate a month to Poverello House for the administration of their services and programs. • Fresno Rescue Mission: Fresno Rescue Mission (FRM) provides many essential services to those suffering through homelessness in Fresno County, centered on Fresno itself. FRM offers emergency shelters, drug and alcohol abuse recovery, food support, and clothing donations through its thrift store. FRM also offers assistance specifically to women and children, providing a designated shelter for them and those with domestic violence concerns, and attending to their unique needs, called Lighthouse. FRM also offers assistance to all individuals through counseling, skills and technical training, job placement assistance, and rediscovering life purpose. There are many ways that we can offer our support to the FRM. We plan to offer a quarterly donation to the Mission of a quarter, or a year. We will hold clothing drives in-store that encourage customers to drop-off quality second-hand clothes for donation to the thrift store. Incentives by way of discounts and raffles for all those that donate will be provided (although free cannabis will never be a prize). Employees will also be asked to participate in volunteer opportunities at the shelters for up to 10 hours a month, for which we will compensate them. Our aim is to provide 50 volunteer hours a month cumulative across all employees to the shelter and the administration of their services. Lastly, with Towertopia’s commitment to local hiring, we want to work with the FRM on their career training and job securement assistance program. We can offer support to homeless populations via possible job opportunities within our retail location and seek to work with the FRM to offer training classes in soft skills like interpersonal communication and hard skills like computer literacy. • Boys and Girls Club of Fresno County Another organization that Towertopia is excited to offer support to is the Boys and Girls Club of Fresno. Once again, this is an organization whose scope and quality of services is unmatched. Ranging from encouraging community service to instilling character to teaching healthy habits and ensuring academic success, the Boys and Girls Club builds the successful citizens of tomorrow. The great many services that they provide come at no cost to those who utilize them, and they have a specific focus on the more under- privileged youths in the community. These early interventions of support across academic, social, and health categories evens the playing field at an age when these resources are needed most, leading to sustained successful habits in the decades to come. We plan to talk with the program managers at the Boys and Girls Club to determine where our support can be most helpful, either volunteering, financial support, or both. We would like to sponsor anti-drug education seminars to teach kids to avoid all illegal drugs, avoid cannabis and alcohol until 21, and educate them on the harmful effects of premature cannabis use. Discussions with the program delivery agents will yield the best directions of our support and sponsorship. Towertopia 861 Olive St., Fresno, CA With the strain that the recent COVID-19 pandemic has placed on organizations like the Boys and Girls Club, there is absolutely a need for reconfiguring their facilities, staffing, social distance education, and the overall delivery of their programs. In discussions with program administrators at the Boys and Girls Club, we want to ensure we are helping in the most effective and efficient way in light of both the organization’s and current world circumstances. • Valley Dream Center As an all-encompassing organization that provides multi-level and high-quality services to the gamut of in-need populations, Valley Dream Center is a dream candidate for Towertopia to support through both voluntarism and financial support. Valley Dream Center offers the following services that are integral to the survival and advancement of those that are struggling with disadvantaged backgrounds and the cycles they trap people in: - GED classes - Youth After School Programs - Clothing Drives - Parenting Education - Clothing Drives - Food Distribution - Crime and Gang Prevention - Youth Sports Programs • Family Healing Center Family Healing Center will benefit the most vulnerable women and children that are facing situation of abuse and home-based violence. Family Healing Center take a “multidisciplinary team approach will be utilized combining law enforcement, district attorney’s offices, forensic interviewers, forensic nursing and counseling all in one abuse center. Victims and survivors of sexual, physical, and emotional abuse very often need specialized care both in the long and short-term. Having an entity that tackles the ramifications of abuse and the provides an immediate safe space for its victims is a very often overlooked need in our society, and this is the first instance of an organization that caters to this population that we have an opportunity to work with. Towertopia will provide a monthly donation of to the Family Healing Center in the servicing of their mission to help the vulnerable victims of abuse. • Habitat for Humanity Habitat for Humanity is by far one of the most resourced and well-known non-profit organizations dedicated to the cause of homelessness alleviation. The main mission of HFH is to provide affordable housing opportunities to low-income families, including homeless families, via coordination between multiple community members and volunteers. We plan to offer volunteer and financial support to HFH, though the bulk of our support will be for local organizations that are more immediately and directly Towertopia 861 Olive St., Fresno, CA addressing homelessness. Lower income and struggling families are often the beneficiaries of HFH, and not those that are homeless. Habitat for Humanity has a local office in Fresno that provides home building and assistance opportunities, and we want to offer some support in those home building activities from our employees, whose volunteer hours will be reimbursed through us up to the 10 hour monthly threshold. Through our various levels of support and active integration with well-established and impactful non-profit organizations, we can become the community partners we strive to be. While this is a list of organizations we are committed to supporting at the outset of the operations, as time goes and the business expands in both revenue and impact, we will add more and more non-profits that we will be supporting. Further, employees will be allowed to volunteer at any organization that is having a positive, pro-social impact on the City of Fresno and be compensated for their time at their regular hourly play rate up to 10 hours. As well, employees can suggest any organization that is close to them for financial contribution support. Employees will, after all, be local residents who know their community very well. Our owners are very open to offer support to causes that are worthwhile to them. Programmatic Creation and Support Offering volunteer and financial contributions to Fresno-active and Fresno-based non-profits is undeniably a significant and beneficial impact to the community that all cannabis companies are able to do. However, there are various other equally important efforts that companies can undertake to truly become partners with the city of Fresno and show residents that commercial cannabis activity and cannabis products themselves are nothing to fear. Towertopia plans to create the following programs in the city of Fresno • Legal Clinics With the passage of cannabis legalization in California, many of the laws governing cannabis changed on the commercial and prosecutorial standpoint but did little by way of rectifying previous cannabis convictions. These convictions could be for infractions of carrying miniscule amounts of cannabis and staying with those individuals through-out their lives, preventing them from furthering their lives through employment or federal educational loans. Such a small mistake should not haunt people like this for a “drug” that is now fully legal and that people are making money off of. It wasn’t until late 2018 when AB 1793 was signed into law that the process to expunge these cannabis convictions become much more streamlined and less dependent on the courts. However, this is not to say that the process does not require some legal knowledge and navigation of the expungement process can be unwieldy. Towertopia will take three approaches to assisting people in this process. First, as discussed in Section 2, all employees with previous cannabis convictions will be provided with free assistance in expunging their cannabis-related convictions. Second, we will Towertopia 861 Olive St., Fresno, CA host, in the parking lot of our facility, free legal clinics for all residents to attend to receive legal advice on how to navigate the current expungement process. Whether the case is simply the completion of a form or if it is more legal complex, cannabis attorneys will be on-site to walk people through the necessary steps to expunge their criminal cannabis records. These attorneys will be from the Fresno area and the costs for the administration of these clinics will be covered by our business. Clinic will be held once a month, and advertised in-store, through the city bulletins, and through attorneys participating in the program. • Fresno Cannabis Association Many cannabis businesses have created their own regional cannabis associations. The owners of Towertopia have been involved in may such regional associations, such as the Long Beach Cannabis Association and the Santa Ana Cannabis Association, and fully understands the benefits that these associations can bring to the areas they operate in. Essentially, amalgamating local cannabis business into an association allows for better communication and solutions across issues, streamlined development of best practices, advocacy of issues, networking across the industry, and efficient delivery of community collaboration and benefits. We propose the creation of the Fresno Cannabis Association to achieve these goals as efficaciously as possible. All the cannabis business in Fresno would able to join this collaborative industry space, share information, and grow the industry to new heights together rather than in competition. Not only will all of the above mentioned benefits be realized, but it will also give smaller craft cannabis businesses in the region a network to connect with larger business that can help put them on the map and a platform to have larger community impacts you coordinated joint efforts. Along similar lines, the Fresno Cannabis Association will be an aggregated network of local Fresno businesses that cannabis businesses can turn to for products and services. These local businesses would be identified and shared across the Association and would include items like insurance, taxes, accounting and financial services, automotive repair for delivery vehicles, professional services (doctors, dentists, lawyers), restaurants and catering companies, office supply providers, and any other local business that can meet a demand a cannabis company may have. This support of local businesses is hastened and augmented through collective action like the Fresno Cannabis Association. The Fresno Cannabis Association will also enable cannabis businesses to pool resources for specific, large-scale community improvement projects. Among these would be efforts towards Fresno property remediation. Neighborhood blight - as either derelict vacant buildings, brownfield sites, or otherwise generally neglected areas – is public nuisance for everyone. Often times, these are private properties that the City has little recourse to do anything about nor the funding necessary to undertake the remediation and revitalization of. Pooled contributions, in collaboration with the City, dedicate to these site and property cleanups would enable cannabis businesses to solve a significant Towertopia 861 Olive St., Fresno, CA community problem more swiftly and directly at less cost to Fresno taxpayers. Towertopia will hire the real estate team from WeCann – one of the top cannabis real estate firms in California – to source out properties that fit these criteria and qualify for cannabis uses and other uses. WeCann’s specialized team has sourced thousands of cannabis properties and would be a go-to resource for locating and analyzing real estate properties that are vacant, blighted, or otherwise condemned and work with them revitalize these properties for use. These are just some of the significant contributions that a regional cannabis entity like the Fresno Cannabis Association can achieve. The additional number of services, programs, and collaborative efforts that can be achieved through such an association will grow significantly with time and input. City Support Homelessness and Housing The City of Fresno Housing Element, adopted in 2017, gives great insight into the needs and goals of Fresno related to housing. The cost of housing has risen very sharply in California over the last decade and has put great stress on families and municipalities. We know these are large- scale public policy problems that do not lend themselves to easy answers, but we sincerely want to be the best resource we can to help Fresno achieve the goals of its housing program. Pulling from the Housing Element and the Fresno Ten-Year Homeless Program, Towertopia aims to devote its assistance to Fresno’s goal of expanding and protecting housing opportunities for low income households and special needs groups, including the homeless. There are four facets of governmental housing intervention Towertopia feels it could have a strong impact on and do so in a way that is socially beneficial to Fresno and its residents. 1. Continuum of Care: The Fresno County Continuum of Care Alliance (FCCCA) is an amalgamation of all resources across Fresno County that are working to control and mitigate homelessness in both long-term and short-term ways. FCCCA uses evidence- based approaches to accomplish these goals and do so in an extremely collaborative way, with members of local governments, nonprofit leaders, and businesses all being a part of the solution. Towertopia is not an expert resource in homelessness alleviation, but it is an issue that is important to us. As such, the Community Liaison with Fresno County will seek to become a member of the FCCCA as a sounding board on how cannabis businesses can effectively leverage their assets to be a part of alleviation programs. 2. Homeowner Assistance: Allowing homeless populations and lower-income renters to move into homeownership status is a high priority for the City, and, as a social justice issue, it is to Towertopia as well. The costs of home ownership can be prohibitively expensive at the outset, with the down payment, bank inspection fees, and appraisal fees. Towertopia would like to work with Pathways to Home, a Fresno-based program focused on housing transition, to cover the appraisal and inspection fees, which can range from , for one family every month. Towertopia 861 Olive St., Fresno, CA 3. Low-income Resident Housing Revitalization: Towertopia would like to work with the other approved cannabis businesses to create a Community Revitalization Fund. The goal of this fund would be to use donations for specific community-based projects that pay dividends in social goods well beyond their monetary costs. This could include small projects, such as fixing minor infrastructure issues or graffiti removal costs, but we would like to use most of these funds to provide assistance to lower-income homeowners to update and modernize their homes. Structural fixes, cosmetic upgrades, and/or green retrofits are all possible projects that a Community Revitalization Fund could target and improve. These improvements can do wonders in redeveloping the look, atmosphere, and value of a neighborhood and are an issue that is often overlooked by local government programs. An investment from us here would be a small concession but would provide large and lasting impacts. Towertopia truly believes it can make a difference in the issue of housing insecurity, renters’ cycles, and homelessness based on its commitment and resources. We look forward to exploring the aforementioned assistance avenues and then some with the City and non-profit partners in the weeks, months, and years ahead. Parks and Recreation/Capital Improvement Of specific interested to us is Roeding Park, a regional park built over 100 years ago which includes the Fresno Chaffee Zoo, ponds, a lake, and recreational facilities. While the park has many features that draw in citizens for use, there is a degree of rehabilitation necessary at the park. In fact, Roeding Park is classified as “At Risk” by the Cultural Landscape Foundation due to needed maintenance and alteration. The park is also not well reviewed by residents in the City. Towertopia would like to work with the Fresno Recreation and Community Services Department to replace, improve, grow, and maintain these physical park amenities at Roeding Park. Once these improvement and growth opportunities are identified, we would like to work with the City to secure funding for the implementation of those changes and upgrades or assist in the payment of local installation businesses to help cover the cost of those changes. Our focus on this park revitalization is to meet the needs of the local youth to participate in proactive social and fitness activities, providing alternative outlets to criminal or gang involvement, and beautifying public assets that are less prone to attract or foster criminal activities. Education/Youth Development The Fresno Unified School District provides essential education services to the students of all ages of Fresno. In addition to core curriculum instruction, the FUSD also provides many extracurricular activities, academic enrichment programs, and expanded learning opportunities. The Fresno Unified Education Foundation and the Foundation for Central Schools are a perfect space for Towertopia to contribute to educational youth development. Each of these foundations supports the implementation of advanced educational programming, youth development, Towertopia 861 Olive St., Fresno, CA expansionary extracurricular activities, and solidifying opportunities for school age children to become the best scholars they can be. With programs like the Fresno Unified Scholarship Fund, food drives, and Classroom Project Grants, there are a plethora of programs that Towertopia can offer support to that are doing immense service to the students of Fresno. Towertopia plans to provide financial donations to each of these entities at a level of a month per foundation to help sustain their program delivery. With these two locally focused, locally administered programs, Towertopia nicely rounds out its undying commitment toward a better future for youth in Fresno and across the country. Law Enforcement The cannabis trade and the actors within it have long flourished underground and have existed as the largest nemesis of various drug enforcement agencies at every level of law enforcement. With more socially progressive attitudes taking over the electorate in the last decade, the nature of that adversarial relationship has undergone a paradigm shift. However, this shift has only recently come to its tipping point with the legalization of adult-use marijuana in 2016 in California. Resultantly, the exact collaboration and cooperation between cannabis businesses and local law enforcement remains to be defined. Towertopia would like to blaze a trail in redefining the past and defining that new relationship by extending support to numerous law enforcement organizations in the City of Fresno and Fresno County. This support will come in two forms: direct partnerships in enforcing the law and generous financial backing for local law enforcement nonprofits. Direct support will manifest itself through open communication, collaboration, and compliance with the Fresno Police Department (FPD) and the Fresno County Sheriff-Coroner’s Office (FCSCO). The most important point here is to keep the product and our facility itself secure as a broader way to keep the community safe. Accomplishing that mission is only possible through a cooperative and pro-active relationship with the FPD. In addition to contracting a third-party security vendor to guard our facility, Towertopia will be in regular contact with the FPD and FCSCO regarding suspicious activities, loitering concerns, and any suspected criminal activity. By bringing these issues to the attention of law enforcement as early as possible through a collaborative and transparent relationship, we can stop crime before it happens, pursue swift punitive action against illegal actors, and deter further criminal activity. We will share as much information with the FPD and the FCSCO as easily and as early as possible. Secondly, and more importantly, is the financial backing we intend to provide to local law enforcement support organizations. The Fresno County Sheriffs Foundation for Public Safety (SFPS) is one such organization. FCSF is an incredible organization that provides vital resources for the officers in the County Sheriff-Coroner’s Office, including essential equipment, state-of-the-art technology, specialized training, and innovative programs that bolster public safety and enhance officer readiness. FCSF also supports the community and youth engagement efforts of the Sheriff Coroner’s Office, providing scholarship opportunities to local youth in need, and sponsors many annual fundraiser events. They also support three youth development programs. This includes Fresno Sheriffs Activity League (SAL) is a crime-prevention summer day camp activity program, as well as the Elementary Safe School Program (ESSP). The Towertopia 861 Olive St., Fresno, CA objective of these programs is to foster a relationship of mutual respect and cooperation between youth and law enforcement. It is all the better that these fostering opportunities occur in a timeframe that youth may otherwise be spending engaging in risky activities or falling into gang membership and supplanting them with opportunities for education on gang violence, bullying, drug resistance, and life safety. These are truly a critical intervention program that makes a life- long difference in youth and community relationships. Further, the SFPS runs a program called the Sheriffs Reading Posse. Given that Fresno County sees inmates and those in continuation schools reading at levels four or five grades behind where they should be, the Sheriffs Reading Posse aims to catch struggling youth up to grade level in their reading through book donations and program oversight. SFPS also supports youth through program implementation for families in need. This includes support for the Toys for Tots program and the Coats for Kids Program. Towertopia could support these programs on their own, but in doing so through the SFPS, we are not only mending our relationship with law enforcement, but we are supporting our community through this additional law enforcement organizational layer. To assist at the level necessary given the extensive programing of the SFPS does and the good that that programing does in the community, Towertopia will support them financial at an annual level , as well sponsor their annual large-scale fundraising events that they host. The nature of this sponsorship can be structured in any way that SFPS is comfortable with, and we will remain anonymous should it be requested or appropriate. The level of service provided by the SFPS to the Fresno County Sheriff Coroner’s Office is truly commendable, and Towertopia would like to offer similar support on a more localized level. While the Fresno Police Officers Association does cover some elements of the support for FPD such as charitable sponsorship for fallen officer memorial support, the FPD does not appear to have an organizational counterpoint like SFPS that actively pursues fundraising, community engagement programs, or provides what could be crucial support. We would like to explore the sponsorship and growth of an organization like that to provide scholarships, officer training and tools, and support for any needs the Fresno Police Department has as a result of tight financial resources. Many other non-cannabis businesses in Fresno, as well as private residents, are more than willing to support the community brothers and sisters in law enforcement and the work they do. While the support we are offering Fresno’s law enforcement agencies may seem extensive, we believe that, given the background of the relationship between cannabis and law enforcement, as well as the level of crime in Fresno, aiming resources in this direction makes a lot of sense. It would be a privilege and honor to partner with local law enforcement in such a way, support them through charitable giving, and lead the charge in changing the relationship between cannabis and drug enforcement agencies. Environmental Issues and Sustainability With the world facing an onslaught of environmental problems, California – understanding its vulnerability on several fronts (drought, coast line disappearance, fires, etc.) – has taken the forefront among U.S. states in enacting measures to slow and halt the more catastrophic effects Towertopia 861 Olive St., Fresno, CA of the changing global environment. The State, and some localities, have built in requirements regarding energy use and water use, but offer little beyond that. Towertopia has its own ideas to implement, including water and energy reductions which go much further than these minimums. In some prior instances of licensure where we constructed our own buildings, we had the opportunity to incorporate elements that would qualify the building as LEED Certified under the Existing Building criteria. The U.S. Green Building Council offers a LEED-Existing Building option, or LEED-EB. LEED-EB largely calls for retrofitting with green and sustainable materials and fixtures, integrating design ideas that lower energy use, offsetting the building structure to conserve resources and minimize carbon output, and implementing energy reduction initiatives. For the Fresno property we are acquiring, we plan to redesign and renovate the building along the following lines to gain the minimum of 40 points to make our building LEED Certified. We will hire a LEED consultant to review all architectural, buildings, electrical, and plumbing plans to maximize our possible LEED credits and minimize the impact our operation will have on the environment. These point accruing measures are in addition to required measures that we must have in place, such as automatic fixture shutoffs, energy management and reduction plan, energy efficiency measures, and solid waste recycling. This easily places us in the LEED-EB Certified category, with great potential for additional improvements once the LEED Audit is complete. LEED Compliant Action Points LEED Compliant Action Points Environmentally sensitive and low impact landscaping Sustainable Item and Material Purchasing (supplies, equipment, etc.) 5 Reduce employee single automobile trips by 15% via promotion of carpools, mass transit, biking, etc. 4 Solid Waste Audit and Management Plan 5 25% water use reduction via LF fixtures 4 Enhanced Indoor Air Quality Control 4 75% reduction in landscape water use by using drought resistant flora 3 Green Cleaning Commitment 2 ASHRAE Level II Energy Audit 2 Daylight Maximization 1 Continuous Energy Use Performance Tracking 3 Continuous Occupant Comfort Surveying 1 Renewable Energy Purchases/ Generation 6 LEED Audit 1 Towertopia 861 Olive St., Fresno, CA These measures significantly reduce the total environmental drain and cost that our business would otherwise have and are relatively easy to implement since we will be performing renovations anyway. As time goes on and our monitoring and auditing plans yield results, we will be in an even more desirable position to make efficient and effective changes in our operation in the future to further reduce our environmental impact. While this is by far the biggest and most impactful environmental reduction measure, there are a number of other actions we can take to lessen our environmental burden. LEED Certification does not necessarily capture all our environmental burden reduction and mitigation measures. All told, the following programs and measures will be taken as part of the LEED process and in addition to it: • Utilizing efficient LED lights and other low energy output fixture on the premises • Using Energy Star Certified appliances wherever possible • Installing low-flow appliances • Exploring the possibility of fitting the roof with or alternatively constructing covered parking stalls with solar panels • Proper waste management including recycling efforts as possible and appropriate for all manner of waste (solid waste, e-waste, clean disposal) • Working with like-minded companies who consider the environment in their business practices to promote sustainability across the cannabis industry • Using only non-toxic cleaning products • Ensuring supplies and office materials come from sustainable sources (ink, post- consumer paper and plastic, biodegradable exit packaging/bags) • Using a filtration and dispensing system for water to be used by customers and employees to save money, reduce waste, and help the environment • Developing sustainability policies and procedures to reinforce our green business efforts, including powering down equipment at the end of the day and enabling energy saving settings on any computer equipment • Subsidizing and incentivizing employee public transportation use • Utilizing electric vehicles in the course of delivery of retail cannabis products, significantly cutting down on emissions. • Examining load shifting and demand response solutions to energy needs with the City and the regional utility company. • Participating in and helping organize stakeholder meetings and idea exchanges between environmental groups, local businesses, and the City • Purchasing carbon offsets from energy suppliers and utility companies The destruction of the environment affects everyone – from residents to businesses, rich to poor. All businesses should be making comprehensive plans and taking concrete action to ensure the environment is as protected as possible. We are no different. 7.2. Describe the Commercial Cannabis Business plan to develop a public health outreach and educational program that outlines the risks of youth use of cannabis and that identifies resources available to youth related to drugs and drug addiction. The first step in any effort to propagate information to the public in a competent and useful way: stakeholder identification. Before any attempt to engage and educate the public can move Towertopia 861 Olive St., Fresno, CA forward, a clear sense of the target audience must be developed. Within the context of local cannabis laws and ordinances, the potential impacts are broad, and thus the whole of the public and whatever diverse viewpoints it holds must be incorporated in as comprehensive a way as possible. In following this first principle, we thus seek to cast as wide a net as possible in aiming to capture any and all possible concerns and ideas related to the establishment of commercial cannabis businesses - an aim that the City, no doubt, shares, especially when it comes to youth use and dependency.. Although the business of cannabis itself may only pertain to a small subset of the population in the region, all residents may potentially harbor understandable concerns about the locating of cannabis businesses within their City limits. Accordingly, we want to reach all residents and address their concerns, with an eye to what parents’ concerns are. It is worth mentioning that the City has done significant leg work in the planning, structuring, and implementation of the notably uncertain terrain that is commercial medicinal marijuana business, and resultantly, potentially concerned residents of the City are likely more accepting of commercial cannabis businesses. The requirements imposed on applicants, such as strict adherence to State laws, zoning district and buffer zone requirements, applicant vetting, zero tolerance for youth diversion, to name a few, serve to assuage the largest concerns expressed by the public, and we commend the foresight of the City in this regard. Second in the process of public engagement is trust development. Increasingly, and across the globe, the public’s faith in formal institutions such as the government and the media, are falling. However, the closer in proximity these institutions are to residents, the more trust and faith there remains. For instance, citizens are much more likely to be trusting of their Congressional representative, but distrustful of Congress as a whole. Hence, the truth that underlines the adages “think local” or “act local.” It is, indeed, much easier for residents to hold local governments and officials accountable in a variety of avenues (voting, community meetings, public comments, etc.). They see the problems and they see the solutions. The direct and tangible nature of local results thus increases the transparency of local governance and, in turn, builds public trust. This understanding is of the utmost importance as to how all the stakeholders are included, a fact that is not lost on us. As mentioned previously, the government of the city of Fresno and the residents of Fresno will be the foremost stakeholders we will work with and for, as well as other local organizations with a trusted and embedded presence in the community. Once target stakeholders are aligned and the seeds of public trust have been sowed, the actual engagement plan, as developed, can be implemented. Without involving the proper entities and having the proper information, an effective information and engagement campaign cannot exist. There is ample precedent for, as well as ample supporting evidence for the benefits of, the collaboration between local governments, community organizations, and private businesses in the implementation of public engagement plans. Towertopia 861 Olive St., Fresno, CA Towertopia’s public engagement and information campaign once again takes its’ cues from the academic research, refined through decades of study, as to the most effective, efficient, and expeditious steps in local community outreach. In beginning of this outreach process, we will examine the current attitudes residents in the City of Fresno are likely to possess. Across the State of California, surveys have been done that cite the three most common concerns about marijuana legalization, which are as follows: - its status as a gateway drug to adults and youth - public safety (driving under the influence) - the increased availability and exposure to minors. Despite the support for cannabis legalization in Fresno based on ballot measure voting, aligned demographic support, and anecdotal conversations, these three concerns likely linger in the minds of the public. All three happen to be public health concerns. With this information about these public health concerns, we will be able to create ways to quell those concerns and inform the public in as a concise way as possible about one, the myths of that surround some of those concerns and two, how we plan to deal with the potential negative impacts to which there some truth. The creation of “quick-and-easy” bullet points, or a one page Frequently Asked Questions flier, while not necessarily comprehensive, will give the casual reader a better understanding of what a commercial cannabis cultivation business actually means for them and their community. Research supports the importance of brevity in this initial contact with the public. The aim of Towertopia in this undertaking is essentially performing a root-cause analysis with regard to residents’ top concerns or lingering confusions and dispelling them as succinctly as possible. It is extremely important that we work with the City, as well as non-profits that are established in the field (NORML, California Cannabis Industry Association, Marijuana Policy Project of California), local youth organizations, and local drug education program implementers in creating the content of these facts. Mainly, the non-profit and community organizations would aid in creating the effective strategy and framing for the content and helping us establish methods of support, and the role of the City would be the vetting and approval of that content. Not only will this enable us to adequately address public health concerns about commercial cannabis operations, it elevates the level of trust the public has in a business that will be a vital part of their local economy. Towertopia intends to both post and personally hand out the information sheets in highly conspicuous points of local congregation (grocery stores, community centers, coffee shops, libraries, etc.). Pinning up these factsheets will ensure casual passersby that are missed via the personal dissemination have the opportunity to access the information. The canvassing at points of congregation, however, provides two additional benefits than merely guaranteeing citizens receive the information. First, it gives us face-to-face feedback from residents as an ethnographic and informal census regarding their attitudes; and second, it provides the residents an opportunity to ask questions or air grievances on the spot from those doing the canvassing. Often times, this interpersonal, one-on-one interaction goes a very long way in Towertopia 861 Olive St., Fresno, CA addressing citizens’ challenges. Given the time of COVID-19 and its hopeful resolution by Spring 2021, we will be able to execute this public health education effort. However, if not, we will advertise Zoom meetings for these information sessions on the fliers we post and forgo the direct canvassing effort at points of congregation. Naturally, these factsheets and the facetime with the canvassing experts, while allaying some residents’ fears, may raise more questions for, or deepen the concerns of, the most vociferous critics of medicinal marijuana, not matter its forms. As well, everyday citizens may not have the time or bandwidth at the moment of information presentation to engage properly. In order to garner full participation in instances like these, Towertopia, in conjunction with and to the satisfaction of the City and all affiliated community organizations, will host two information sessions of citizens to attend. With regard to the content of distributed materials, we seek to work with local non-profit organizations, the City of Fresno, and well-established state and national organizations that have experience in successfully disseminating information related to marijuana (NORML, etc.). At the most basic level, the factsheet, no matter the form it takes, will address the following: • General public perceptions versus truths about marijuana, as uncovered through scientific research - Research has shown that areas where cannabis has been legalized do not correlate with increase in youth access or youth use, and in some cases decreases it • Security of the business property to prevent overall theft, and consequently youth theft • Distance to schools • Benefits to the community through program support, tax revenues, and employment - The support we will be offer to both drug education programs in Fresno and drug rehabilitation/addiction treatment facilities will be noted on the flier, as well as the contact information for Fresno treatment centers that are no or low cost. • Steps taken to reduce any perceivable harm as fully as possible - The information contained within this section will go to great lengths to discuss mechanical interventions to prevent cannabis from being a nuisance, but more importantly it will discuss the truth and fictions of human harm and how Towertopia plans to deal with the truths of cannabis’ human harm. Largely, this takes the form of drug education and minimization of youth exposure. The final version of any public information flyer would contain input from local organizations and would be vetted and approved by the City. 7.3. Describe whether the Business plans to contribute to the Fresno Community Reinvestment Fund, established to support local cannabis equity businesses. Towertopia plans to make significant contributions to the Fresno Community Reinvestment Fund, as well as expand the definition and understanding of what such a program can achieve. From a programmatic standpoint, we have an Incubation Plan to assist Fresno Social Equity Applicants, which is described in Section 2 of our application. From a financial standpoint, we commit to offering $5,000 a month to the Fresno Community Reinvestment Fund itself. Tito Rodriguez 8046 Devenir Ave Downey, CA. 90242 Cell (562) 746-1163 tito@localheartsfoundation.org localheartsfoundations.org
 An IRS recognized non-profit organization with 501(c)3 tax- exempt status. No goods or services were given in exchange for this donation. Donation Receipt Stone Services Inc. Toy Donation 5000 Items (Fair Market Value To Be Calculated by Donor) Description Amount 5000 Toy donation received on 12/22/2019 EIN # 83-1313611 December 1, 2020 Dear Danny Chaves The Ding Doctor, Inc. dba Dannys detail 3502 S. Susan st Santa Ana, CA 92704 Thank you for your support of our Annual Golf Tournament for the years 2018 and 2019. This tournament provides needed funds in the communities of Laguna Niguel and Mission Viejo. Proceeds from the event support opportunities far beyond childcare and summer camp; they provide invaluable, life-enriching experiences to children. In addition, the tournament supports free community service programs like Safety Around Water (a drowning prevention program) and Earn A Bike (a youth obesity prevention program). The Y is the unparalleled cause for strengthening community because we are the community. We know that some families struggle to pay the rent, put food on the table and buy clothes for their kids. They need financial assistance to come to the Y for programs and we make sure that our doors are open to all. You are helping children do better in school and learn about good character. You are helping parents go to work with the comfort their children are safe. It is an honor to have had your support. Thank you for investing and believing in our work. For tax purposes, our Federal Tax ID is Sincerely, Amelya DAlba Executive Director Assistance League® of Pomona Valley ~ 655 North Palomares Street ~ Pomona, CA 91767 Phone: (909) 629-6142 ~ FAX: (909) 469-2642 ~ www.alpv.org 501 (c)(3) All Volunteer Organization ~ Federal Tax ID# 95-1896906 December 2, 2020 Daniel Chaves 3502 S Susan St Santa Ana, CA 92704 Dear Daniel, Assistance League® of Pomona Valley would like to thank you for being a consistent and generous supporter and donor to our annual “Smile with a Child” Golf Tournament over the past 6 years. Proceeds from the tournament are used to benefit the needs of very low/poverty level income children and their families in our communities through our Dental Center and Operation School Bell® new school clothing distribution programs. Our programs serve thousands of underprivileged children and their families each year by providing free dental care for the children and their adult family members, as well as new school clothing for children from toddlers through high school. We depend on you, as part of our family of supporters, and we would not be able to provide these critically needed services without the help you provide. Assistance League of Pomona Valley, and the children and families we serve, thank Daniel Chaves for his generous and continuing support. Sincerely, Laura Romero & René Sippel “Smile with a Child” Golf Tournament 25 Box Elder Rancho Santa Margarita, CA 92688 December 1, 2020 Dear Mr. Daniel Chaves Thank you for your ongoing support of our orphanage in Ensenada Mexico. I’m pleased to report that your most recent donations allowed us to fully stock the kitchen with enough food to last through the beginning of next year, and we were able to purcahse 2-3 presents Christmas presents for all 23 kids. We also thank you for personally visiting our orphanage and spending several days with the kids. Charitable gifts are greatly needed and appreciated, however the physical interaction with the kids always makes the biggest impact in their lives. We look forward to welcoming you back as soon as travel restrictions lift. Thank you again for your generous donations. It’s partners like you that make the work we do possible! Sincerely, Cole Hatter Founder December 2nd, 2020 Dear Danny Thank you for your generous donation of ! With your donation we were able to pass out 120 backpacks to the homeless community right here in Los Angeles. Each backpack contains 150 emergency items, so with your generosity 18,000 total emergency items are in the hands of those who need them the most! Thank you again for your generous donation and the impact you made in the homeless community of Los Angeles. Sincerely, Dan Fleyshman Chairman and Founder CAL-OSHA Attestation Within one year of receiving a license, our business at 861 E. Olive Street, Fresno, CA 93728 as a Storefront Cannabis Retailer, will employ one supervisor and one employee who have successfully completed a Cal-OSHA 30-hour general industry outreach course offered by a training provider that is authorized by an OSHA Training Institute Education Center to Provide the course (16 CCR §5002(c)(35) and FMC 9-3316(c)). _____________________________ _____________ Signed Dated _____________________________ Company Name DocuSign Envelope ID: F06A3B7D-7606-4D50-99C5-7B28C81BAAB9 INDEMNIFICATION AND HOLD HARMLESS AGREEMENT FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION To the fullest extent permitted by law, the City of Fresno (City) shall not assume any liability whatsoever with respect to having issued a commercial cannabis business permit pursuant to Fresno Municipal Code Section. 9-3333 or otherwise approving the operation of any commercial cannabis business or cannabis retail business. In consideration for the submittal of an application for a commercial cannabis business permit application and/or issuance of a cannabis business permit, and to the furthest extent allowed by law, Applicant does hereby agree to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City, Applicant or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of the issuance of a cannabis business permit. Applicant’s obligations under the preceding sentence shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of City or any of its officers, officials, employees, agents or volunteers. Applicant must, at the time of permit issuance, maintain insurance at coverage limits and with conditions thereon determined necessary and appropriate from time to time by the City Manager. Applicant shall conduct all defense at his/her/its sole cost. The fact that insurance is obtained by Applicant shall not be deemed to release or diminish the liability of Applicant, including, without limitation, liability assum ed under this Agreement. The duty to indemnify shall apply to all claims regardless of whether any insurance policies are applicable. The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend exists regardless of any ultimate liability of Applicant. The policy limits do not act as a limitation upon the amount of defense and/or indemnification to be provided by Applicant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Applicant, its officials, officers, employees, agents, volunteers or invitees. City shall be reimbursed for all costs and expenses, including but not limited to legal fees and costs and court costs, which the city may be required to pay as a result of any legal challenge related to the city's approval of the applicant's commercial cannabis business permit. The City may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve any of the obligations imposed hereunder. This Indemnification and Hold Harmless Agreement shall survive the expiration or termination of the Application and/or Permit. The undersigned acknowledges that he/she (i) has read and fully understands the content of this Indemnification and Hold Harmless Agreement; (ii) is aware that this is a contract between the City and Applicant; (iii) has had the opportunity to consult with his/her attorney, in his/her discretion; (iv) is fully aware of the legal consequences of signing this document; and (v) is the Applicant or his/her/its authorized signatory. Signed on this day of 2020. Applicant Signature City Employee Signature Print Name and Company Name Print Name Address Title Telephone Number Telephone Number DocuSign Envelope ID: F06A3B7D-7606-4D50-99C5-7B28C81BAAB9 OWNERSHIP ACKNOWLEDGEMENT FORM FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION It is the intent of the City of Fresno to promote equitable ownership and employment opportunities in the cannabis industry to decrease the disparities in life outcomes for marginalized communities and to provide opportunities for local residents to compete for cannabis business permits. Therefore, this notice is to clarify the eligibility requirements in order to receive qualification as a Social Equity Applicant or points for Local Preference by establishing this acknowledgement to provide additional protections to mitigate against potential predatory practices. In order to qualify as a social equity applicant, or for the full points relating to the local preference criteria, the business entity must have ownership that meets the respective eligibility factors and hold at least 51% ownership interest. The social equity eligibility requirements are identified in FMC section 9-3316(b)(6), while the local preference criteria is identified in FMC 9- 3317(a) and the application evaluation criteria 2.5 (Appendix A). This majority interest can be made up of a single individual that meets this criteria, or any combination of individuals that hold at least 20% interest individually and meet the definition of an owner in FMC 9-3304(j). The cannabis social equity permits, and the local preference criteria are intended for the benefit of the Social Equity or Local Preference Individual Applicants related to business profits, proceeds of the sale of business assets, voting rights and additional protections. This also requires the Social Equity or Local Preference Owner to receive the Equity Share percent of the retained earnings and 100 percent of the unencumbered value of each share of stock, member interest or partnership interest owned in the event of the dissolution of the entity to their equity share, or 100 percent of the value of each of stock, member interest or partnership interest in the event that the stock, member interest or partnership interest is sold. Chief among the concepts of equity share, is unconditional ownership which means such individual(s) will receive equal profits, and distributions or other payments proportionate to their ownership interests. This is intended to ensure true ownership by the Social Equity or Local Preference Individual Applicant and as such, prohibits the divestment or relinquishment of any part of their ownership under any circumstance. In addition, the Equity Share is also expanded to address voting rights on fundamental decisions relating to the business and control of at least the equity share percent of the voting rights on all decisions involving the operation of the business. Furthermore, it requires the Social Equity or Local Preference Individual owner be the highest officer position of the business or that another individual is appointed to that position by mutual agreement of the parties. This requirement is also subject to being audited to assess compliance and the Social Equity or Local Preference Owner can initiate legal action due to a breach of contract agreement, and the City may suspend and/or revoke a license if any provision in an operating agreement violates any of the Equity Share or Local Preference requirements. Lastly, all applicants will be required to incorporate an addendum into their operating agreements that makes any provision ineffective, unenforceable, null and void, if it is inconsistent with, or in violation of, the Equity Share requirements. As proposed, Social Equity Applicants or Local Preference Applicants will be required to verify under Section 9-3316(b)(6), 9-3317(a), and Criteria 2.5 of appendix A that they meet the definition of a Social Equity or Local Preference Owner at the time of applying for a permit or permit renewal. The City shall have the sole and absolute discretion to determine whether the Applicant qualifies as a Social Equity Applicant and the number of points for Local Preference. The undersigned acknowledges that he/she has read and fully understands the content of this Agreement and is the Applicant or his/her/its authorized signatory. __________________________________________________ __________________________________________________ Applicant Signature Date Signed __________________________________________________ __________________________________________________ Print Name Title __________________________________________________ __________________________________________________ Company Name Address/Telephone DocuSign Envelope ID: F06A3B7D-7606-4D50-99C5-7B28C81BAAB9 Page 1 861 Olive Avenue Retail Partners Partnership Agreement THIS PARTNERSHIP AGREEMENT is made this 3rd day of December, 2020, by and between the following parties: Name Maegan Alyse Mitchell (General Partner) Address Partnership share 51 percent Kerry May Burroughs 25 percent KDM Fresno Enterprises, Inc. 24 percent 1. Nature of Business. The partners listed above hereby agree to acquire licensing and real estate to operate a retail, distribution, or cultivation cannabis business within the city of Fresno, California, such business to be operated in conformance with local and state law. Hereinafter this will be referred to as the “Business.” 2. Name. The Business shall be conducted under the name to which the partners may agree. 3. Term. The term of this Agreement shall be for duration of the business, unless the partners mutually agree in writing to a different period. 4. Day-To-Day Operation. The partners shall provide their best efforts to the Business and the partnership. Each partner shall have their percentage rights to manage and control the Business. Should there be differences between the partners concerning ordinary business matters, DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 2 a decision shall be made by majority vote. It is understood that the partners may elect one of the partners to conduct the day-to-day business of the Business, however, no partner shall be able to bind the partnership by act or contract to any liability exceeding without the prior written consent of a majority of the partners. In the event that a decision regarding the day-to-day operation of the business cannot be agreed to by a majority of the partners, the partners agree to submit the issue to a neutral selected through any Fresno County office of JAMS or ADR Services. The scope of such neutral’s engagement will be solely limited to breaking the deadlock of the partners, with such decision made after telephonic conference with the partners, with such decision being binding, final, and enforceable by any partner in the Fresno County Superior Court in Fresno, California. 5. Capital Contribution. The capital contribution of each partner to the partnership shall consist of the following property, services, or cash which each partner agrees to initially contribute: Name Maegan Alyse Mitchell Contribution Efforts on behalf of the partnership business, including marketing. Kerry Ann Burroughs Efforts on behalf of the partnership business, including marketing. KDM Fresno Enterprises, Inc. A lease in a suitable retail space and capital contributions necessary to build-out and begin operation. The partnership shall maintain a capital account record for each partner. Non-monetary capital (such as efforts on behalf of the partnership, i.e., “sweat equity”) shall not be recorded as capital DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 3 on a partner’s capital account record, and for all purposes in this agreement other than this agreement’s formation, the partners agree that non-monetary capital does not satisfy a partner’s capital contribution requirement. Should any partner’s capital account fall below the agreed-to amount, then that partner shall (1) have his share of partnership profits then due and payable applied instead to his capital account; and (2) pay any deficiency to the partnership if his share of partnership profits is not yet due and payable or, if his share is due and payable, his share is insufficient to cancel the deficiency. Where any partner fails to provide any subsequent Capital Injection when required under this agreement or when called for by a majority of the partners, such partner shall forfeit his equity to interest to all partners who have provided such Capital Injection or Capital Injection equivalent. 6. Obligation to Perform. The obligation of the partners herein to fulfill their obligations to the partnership under this agreement will exist so long as the Business is granted all necessary cannabis licenses by the City of Fresno and State of California. Should the Business be unable to begin operations within a reasonable time period following execution of this agreement, including due to the failure to obtain licensing or real estate to conduct the Business, any partner may terminate the partnership by providing written notice of termination to the other partners. For purposes of this agreement, the Business will have commenced operations when it obtains a cannabis license from the City of Fresno. 7. Profits and Losses. The profits and losses of the partnership shall be divided by the partners in accordance with each partner’s share at the end of each calendar year unless the partners unanimously agree to some other schedule for distribution. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 4 8. Waiver of Certain Fiduciary Obligations. In recognition that the partners, and each of them, operate cannabis or cannabis-related businesses within the locale of the Business and will continue to do so during the term of this agreement, the parties each waive as against the others any claim for breach of fiduciary duty by any of the others for continuing to operate such competing businesses, by taking any opportunity for such other business in lieu of providing such opportunity to the Business, or devoting time, capital. and other resources to such other business, however, nothing herein will permit or excuse any partner from engaging in a conflict of interest as regards the use of or profit from the income, assets, capital, or equipment of the Business, except that it will be no conflict of interest for any partner to charge any amount of rent to the partnership for use of that partner’s real property to conduct the Business. By their execution of this agreement, each partner acknowledges that it is aware of all of the other compe ting businesses of the other partners, whether such business has been expressly disclosed or not. 9. Acknowledgment of Risks Regarding Federal Schedule 1 Drugs. Each partner acknowledges that while the purpose of the Business is lawful under California law, federal law still treats the cultivation, distribution, sales, and related cannabis activities as an illegal activity involving a Schedule 1 Drug under the federal Controlled Substances Act. As such, the partners understand that cannabis business operators e can be charged federally with illegal possession, illegal manufacturing, illegal distribution, illegal possession with intent to manufacture, distribute, or dispense, or violations of the RICO Act (Racketeer Influenced and Corrupt Organizations Act) even though the Business may be in compliance with all state laws. Each partner covenants to the DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 5 others that he has consulted with his own legal counsel about such risks prior to entering into this agreement. 10. Management. The General Partner shall manage the day-to day-operations of the Business, provided however, that the partnership will enter into a Management Services Agreement (“MSA”) with KDM Fresno Enterprises, Inc. to provide day-to-day operational support, including management, staffing, stock-in-trade, accounting, and regulatory compliance, under the terms set forth in Exhibit “A.” Such MSA will provide for a quarterly management report to be provided to the partners. The MSA may not be terminated without the consent of all of the partners. 11. Capital Injection. To assist the partners in building out the Business, the minority partner KDM Fresno Enterprises, Inc. has agreed to inject all capital necessary to acquire an appropriate leasehold, build out the business space in order to begin operations, and supply all fixtures and stock in trade. Because of this, the partners are in agreement that KDM Fresno Enterprises, Inc. will be entitled to a Capital Injection Credit equal to 2.5 times the aggregate build-out and startup costs incurred as of the time any Capital Injection is required, such credit inclusive of the costs paid by the partnership for rent. Within twelve (12) months following the obtaining of any license by the Business, all partners must make a monetary capital injection to the partnership equal to 2.5 times the aggregate build-out and startup costs incurred within the first twelve (12) months of operation. Within eighteen (18) months following the obtaining of any license by the Business, all partners must make an additional monetary capital injection sufficient to have contributed capital equivalent to 2.5 times the aggregate build-out and startup costs incurred within the first eighteen (18) months of operation. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 6 12. No Assignment Without Approval. No partner may alienate or assign their partnership interest in the partnership without the approval of all partners. In the event that any partner attempts to sell their partnership interest, the First Right of Refusal Clause contained in this agreement will apply to such sale. 13. Termination. In the event this agreement is terminated due to the inability of the Business to begin operations, each partner will be entitled to return of his capital contribution less any expenses incurred deducted therefrom in proportion to such partners share. Upon commencement of Business operations, this agreement can only be terminated by majority vote of the partners or by court ordered dissolution. In the event this agreement is terminated after the Business begins operations, the assets and cash of the partnership will be used to pay all creditors, with the remaining amounts, including any real estate, to be liquidated and be distributed to the partners according to the proportionate share of each partner’s monetary capital contribution. 14. Marketing and Targeted Revenue Goals. As further consideration for the minority partner providing the aggregate build-out and startup costs, the partners agree that the partners providing initial sweat equity to the partnership shall provide marketing and promotional efforts sufficient to build the aggregate revenue to certain milestones within twelve (12), eighteen (18), and twenty- four (24) months following the Business obtaining the license. Should the partners’ efforts fail to reach these revenue targets, or should the partners fail to spend the necessary time on marketing and promotional efforts, KDM Fresno Enterprises, Inc. will have the option to purchase the other partners’ partnership interests pursuant to the terms set forth in that certain Olive Avenue Targeted Revenue Agreement attached as Exhibit “B.” DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 7 15. First Right of Refusal. All partners are to be given first right to buy any partner’s share prior to the sale, alienation, assignment, transfer, or devise of such partner’s share to any third party. Such right of refusal will be offered in writing by the selling party no less than thirty (30) days prior to the date of any sale to a third-party purchaser. Such right will be offered at the same price and on the same or similar other terms as are being offered to the third-party purchaser, including any offer to carry financing on the sale. Where the assignment of a partner’s interest is due to that partner’s death or incapacity, the right to purchase will be offered at the going market rate for such share as established by the value of three (3) times the Business’s annual average earnings before interest, taxes, depreciation, and amortization (EBITDA) added to the value of the partner’s proportionate share of equipment then owned by the partnership. This purchase right will be subject to the application of a credit to any partner who has injected monetary capital or holds any Capital Injection Credit. Where more than one partner desires to purchase a partner’s share, such partners will be entitled to purchase such share on a pro -rata basis. Any sale or assignment of a partner’s interest in violation of the terms of this agreement will be void or voidable by the other partners. This First Right of Refusal will extinguish if the partnership interests are transferred or forfeited to single partner. 16. Withdrawal or Death of Partner. In the event a partner withdraws or retires from the partnership for any reason, including death, the remaining partners may continue to operate the partnership using the same name. A withdrawing partner shall be obligated to give sixty (60) days’ prior written notice of his intention to withdraw or retire and he or his estate will be obligated to sell his interest in the partnership. No partner or partner’s estate shall transfer that partner’s interest in the partnership to any third party (including to any devisee or successor taking ownership by DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 8 operation of a will, a trust, the law of community property, or by intestate succession) without the other partners being given the first right of refusal to purchase such interest under the terms set forth in this agreement. 17. Interpretation. This agreement was jointly negotiated and drafted by all of the partners such that no partner or set of partners will be deemed to have been the drafter of this agreement for purposes of its interpretation. Where this agreement is silent or ambiguous as to any aspect of the parties’ rights or obligations under this agreement, the intent of the parties will control, except that where such intent cannot be determined by the language of this agreement or by extrinsic evidence, such issue, term, right, or obligation will be governed by the California Revised Uniform Partnership Act, Corporations Code section 16100, et seq. 18. Effect or Registration or Charter. The partners may agree to register this partnership with any authority so charged with registering partnerships or seek chartered status, including with the California Secretary of State. The partners agree that such registration or charter status is not a precondition to this agreement being binding on and effective as to the partners, or for the formation of a partnership, and in any circumstance, this agreement can be enforced under contractual principles to effect the intent of the parties as expressed in this agreement. 19. Disputes. This agreement shall be governed by the laws of the State of California. Any disputes arising out of this agreement will be adjudicated in the Fresno County Superior Court in Fresno, California. The parties to any such action will bear their own respective attorney’s fees and costs of suit. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 9 IN WITNESS WHEREOF, the partners have duly executed this agreement on the day and year set forth hereinabove. _______________________________ Maegan Alyse Mitchell _______________________________ KDM Fresno Enterprises, Inc. by: Kerry May Burroughs, its President _______________________________ Kerry May Burroughs DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Exhibit “A” – Management Services Agreement DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Exhibit “B” – Targeted Revenue Agreement DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 1 KDM FRESNO ENTERPRISES, INC. SHAREHOLDERS' AGREEMENT THIS SHAREHOLDERS' AGREEMENT (this "Agreement") entered into as of this 3rd day of December, 2020, by and among Daniel Chaves, Kerry May Burroughs, Michael Ng, and Patrick Martin (collectively, the "Shareholders" and individually, each a "Shareholder"), and KDM Fresno Enterprises, Inc., a California corporation (the “Company"). RECITALS A. The Shareholders own all of the issued and outstanding shares of capital stock of the Company as set forth on Exhibit A attached hereto (the "Shares"); and B. Each of the Shareholders is an officer of the Company or is otherwise active in the business of the Company; and C. The Shareholders desire to restrict the transfer of the Shares of the Company to provide for continuity of management and harmony among the Shareholders of the Company; and D. The Shareholders desire to restrict the transfer of the Shares of the Company to provide for continuity of management and harmony among the Shareholders of the Company; and E. The Shareholders desire to provide for an efficient methods for handling of Shareholder disputes. NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, the Shareholders and the Company agree as follows: 1. Restrictions on Transfer. None of the Shares may be sold, transferred, assigned, encumbered, hypothecated, or otherwise disposed of, whether directly or indirectly, whether voluntarily, involuntarily, or by operation of law, other than in accordance with the terms of this Agreement. Any purported sale, transfer, assignment, encumbrance, hypothecation, or other disposition of any of the Shares that is not in accordance with the terms of this Agreement shall be void and ineffective to transfer any right, title, or interest in the Shares. 2. Right of First Refusal. a. No Shareholder shall sell, transfer, assign, encumber, hypothecate, or in any other way dispose of all or part of his or her Shares or any right or interest therein without first obtaining the prior written consent of the Company, unless the Shareholder shall first have given notice to the Company of his or her intention to do so. The notice (the "Notice of Sale") shall include the name and address of the proposed transferee of the Shares and specify the number of Shares to be transferred, the price per share, and the terms of payment, and there shall be attached to the Notice of Sale a true and correct copy of any sale or other document pursuant to which the Shares are proposed to be transferred. b. Promptly on receipt of the Notice of Sale, the Secretary of the Company shall forward a copy of the Notice of Sale to the other Shareholders and to each member of the DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 2 Company's Board of Directors, and shall call a meeting of the Board of Directors to be held within 20 days thereafter to consider the proposed transfer. Promptly after the meeting of the Board of Directors, the Secretary of the Company shall give notice of the Board's decision on whether the Company shall exercise its option to purchase the Shares to all Shareholders. c. For 60 days following the date of receipt of the Notice of Sale by the Company, the Company shall have the option to purchase all of the Shares proposed to be transferred, or to purchase less than all of the Shares provided that the other Shareholders elect to purchase the remaining Shares as provided in Section 2(e) below, at the price and on the terms stated in the Notice of Sale. The Company may not, however, exercise the option herein granted to purchase the Shares if, pursuant to Section 500 of the California Corporations Code, or its successor then in effect, the Company does not have sufficient retained earnings or assets to acquire the Shares. d. If the Company exercises the option to purchase the Shares within the 60-day period, the Company shall pay the purchase price for the Shares in the same manner as provided in the Notice of Sale, or in a reasonably equivalent manner and amount if payment pursuant to the terms of the notice of sale is impracticable (e.g., the Notice of Sale provides for an exchange of the Shares for like-kind property). . '. e. If within the 60-day period the option is not exercised by the Company to purchase the selling Shareholder's Shares or if the Company elects to purchase some but not all of the Shares proposed to be transferred, the Company shall so notify the Shareholders and the other Shareholders shall have the option to purchase the Shares at the price and on the terms and conditions specified in the Notice of Sale within 20 days after receipt of the Company's notice to the Shareholders given under this Section 2(e). f. If the other Shareholders elect to purchase the selling Shareholder's Shares, then they shall so notify the Secretary of-the Company. If the total number of Shares the electing Shareholders elect to purchase from the selling Shareholder exceeds the number of the selling Shareholder's Shares, then each electing Shareholder shall have priority, up to The number of Shares set forth in the electing Shareholder's election, to that fraction of the selling Shareholder's Shares equal to the number of Shares owned by the electing Shareholder divided by the number of Shares owned by all Shareholders electing to purchase the selling Shareholder's Shares. g. If the Company and/or the other Shareholders do not purchase all of the Shares set forth in the notice of sale, then all of the Shares specified therein may be transferred by the selling Shareholder, but only in accordance with the terms of sale or transfer specified in the Notice of Sale and the documents of transfer, if any, attached thereto. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 3 3. Permitted Transfers. a. Notwithstanding Section 2 of this Agreement, any Shareholder may sell, transfer, assign, encumber, hypothecate, or otherwise dispose of any or all Shares (i) provided that that Shareholder obtains prior written permission of the Company and all of the other Shareholders, and (ii) provided that the transferee and his or her spouse, if any, agree to hold the Shares subject to all of the terms and conditions of this Agreement. b. Notwithstanding Section 2 of this Agreement, any Shareholder may transfer any or all Shares to a revocable trust for the sole benefit of the Shareholder, his or her spouse, and his or her lineal descendants (i) provided that the Shareholder is the sole trustee of the trust empowered to vote or otherwise deal with the Shares in any manner, and (ii) provided that written notice of the transfer is given to the Company within 30 days thereafter. The trustee shall hold the S hares subject to this Agreement and shall make no further sale, transfer, assignment, encumbrance; hypothecation, or other disposition of any of the Shares, whether directly or indirectly, whether voluntarily, involuntarily, or by operation of law, except in accordance with the terms and conditions of this Agreement. 4. Obligations of Transferees. Each transferee and any subsequent transferee of Shares or of any interest in Shares shall hold the Shares or interest therein subject to the provisions of this Agreement, and shall make no further transfers except as provided herein. 5. Purchase of Shares Upon a Shareholder's Death. Within a period commencing with the death of a Shareholder and ending 60 days following the qualification of his or her executor or administrator, if any (if none, within 90 days of the date of death of the Shareholder), the Company shall be obligated to purchase, and the estate of the deceased Shareholder shall be obligated to sell, all of the deceased Shareholder's Shares, at the price and on the terms set forth in Sections 7 and 8 herein. 6. Optional Purchase of Shares Upon a Shareholder's Permanent and Total Disability. a. The Company shall have the option, but not the obligation, to purchase all, but not less than all, of a disabled Shareholder's Shares, at the price and on the terms set forth in Sections 8 and 9 herein. The option herein granted to the Company to purchase a disabled Shareholder's Shares shall be exercised by notice to the disabled Shareholder, or to the custodian of the disabled Shareholder, delivered within 60 days after the date of determination by the Board of Directors of the Company of the permanent and total disability of the disabled Shareholder. For purposes of this Section, "permanent and total disability" means physical or mental incapacitation such that a Shareholder is unable and will continue to be unable to devote his or her time and energy to the business of the Company, and shall be shown by a qualified doctor's certificate or other evidence satisfactory to the Board of Directors of the Company. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 4 b. If, after making a determination that a Shareholder is subject to a permanent and total disability under the provisions of subsection (a) above, the Board of Directors of the Company elects not to exercise the option to purchase the disabled Shareholder's Shares, then the Secretary of the Company shall provide notice to the other Shareholders of such determination. In such event, the remaining Shareholders shall have the option to purchase the Shares of the disabled Shareholder at the price and on the terms set forth in Sections 8 and 9 herein within 60 days after the date of the Company's notice that it will not be exercising its option to the purchase the disabled Shareholder's Shares. If the other Shareholders elect to purchase the disabled Shareholder's Shares, then they shall deliver to the Secretary of the Company an election to purchase the Shares. If the total number of Shares the electing Shareholders elect to purchase from the disabled Shareholder exceeds the number of the disabled Shareholder's Shares, then each electing Shareholder shall have priority, up to the number of Shares set forth in the electing Shareholder's election, to that fraction of the disabled Shareholder's Shares equal to the number of Shares owned by the electing Shareholder divided by the number of Shares owned by all Shareholders electing to purchase the disabled Shareholder's Shares. . 7. Purchase of Shares Upon a Shareholder's Termination of Employment or Breach of this Agreement. a. In the event that a Shareholder voluntarily resigns as an employee from the Company, or is terminated by the Company with or without cause, then and in such event the Company shall have the option, but not the obligation, to purchase all, but not less than all, of the Shareholder's Shares, at the price and on the terms set forth in Sections 8 and 9 herein. The Company shall exercise the option herein granted by notice, given within 60 days of the date the Shareholder resigns from the Company. b. If the Company elects not to exercise the option granted to it under subsection (a) above, then the Secretary of the Company shall give notice thereof promptly to all other Shareholders of the Company. Within 60 days after the date of any such notice by the Company to the other Shareholders, the other Shareholders shall have the option, but not the obligation, to purchase the Shareholder's Shares at the price and on the terms set forth in Sections 8 and 9 herein. If the total number of Shares the electing Shareholders elect to purchase from the Shareholder exceeds the number of the Shareholder's Shares, then each electing Shareholder shall have priority, up to the number of Shares set forth in the electing Shareholder's election, to that fraction of the Shareholder's Shares equal to the number of Shares owned by the electing S hareholder divided by the number of Shares owned by all Shareholders electing to purchase the Shareholder's Shares. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 5 8. Valuation of Shares. a. The purchase price to be paid for each Share subject to this Agreement shall be equal to the agreed value of the Company ("Agreed Value") divided by the number of Shares outstanding as of the date the price is to be determined. The initial Agreed Value of the Company is . On December 31st of each year hereafter, the Company and all Shareholders shall review the Company's financial condition as of the end of the preceding fiscal year and shall determine the fair market value of the Company by mutual agreement, which shall be the Company's Agreed Value until a different value is agreed upon or otherwise established under this Agreement. The Agreed Value of the Company shall be evidenced by a document executed by the Company and all Shareholders and filed in the Company's minute book. b. If no Agreed Value has been determined within two years before the occurrence of an event (a "Triggering Event") upon which the Company is obligated or the Company and the Shareholders are granted the option to purch ase the Shares of a Shareholder pursuant to Sections 5 through 7 hereof, the price per Share shall be shall be equal to the "Net Book Value" of the Shares as of the end of the month (the "Valuation Date") during which the Triggering Event occurs. For purposes of this Section 8, the "Net Book Value" of the outstanding Shares shall be equal to the excess of the assets of the Company (excluding the proceeds of any insurance policies owned by the Company on the lives of any of its Shareholders, but including the cash surrender values of any such policies) over the liabilities of the Company which, except as otherwise herein specifically provided, shall be determined in accordance with generally accepted accounting principles ("GAAP"), consistently applied; provided, however, that if the Company does not prepare its financial statements in accordance with GAAP, then and in such event the assets and liabilities of the Company shall be determined in accordance with the custom and practice followed by the Company in preparing its financial statements, consistently applied. The net profit or net loss for any interim period of the Company ending on the Valuation Date shall be included in calculating the Net Book Value of the Shares. The Net Book Value per Share of the Shares owned by the decedent or the selling Shareholder, as the case may be, as of the Valuation Date shall be equal to the quotient of (x) the Net Book Value of the Company, determined as specified above, divided by (y) the number of Shares outstanding as of such Valuation Date. 9. Payment and Transfer of Shares. a. On the occurrence of any event that requires or permits the purchase of Shares under Sections 5 through 7 of this Agreement, the consideration therefor shall be paid to the selling Shareholder or to his or her successor-in-interest, as the case may be. If the event that leads to the purchase is the death of any Shareholder, the Company shall file the necessary proofs of death and collect the proceeds of any policy of insurance outstanding on the life of the deceased Shareholder of which the Company is the beneficiary. The decedent's personal representative shall apply for and obtain any necessary court approval or confirmation of the sale of the decedent's Shares under this Agreement. b. The purchase price for the Shares purchased by the Company pursuant to Sections 5 through 7 of this Agreement shall be paid first, if applicable, from the proceeds of any policy of insurance collected by the Company pursuant to Section 9(a), and the rem ainder if any, at the DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 6 Company's option, either in cash or by a cash down payment and the delivery of a promissory note, providing for equal quarterly installments payable over a period of three years (36 months). The note shall carry interest at a rate equal to the applicable federal rate, as defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended, compounded semi-annually. The down payment shall equal at least twenty percent (20%) of the price payable by the Company for the Shares. The note shall permit prepayment, without penalty or premium, and shall provide for acceleration of the principal amount thereof, and all accrued but unpaid interest, in the event that the Company fails to discharge its obligations under the note. The note shall be subordinate in right of payment to the obligation(s) of the Company to any bank or other financial institution providing credit to the Company to the extent required by such bank or financial institution. The terms and conditions of the subordination shall be consistent with customary commercial practice. c. Notwithstanding the foregoing provisions of this Section 9, if the Company is unable to make any payment in a timely manner as a result of the provisions of Section 500 of the Corporations Code, then (i) all funds legally available for that purpose shall be used to purchase the Shares of the selling Shareholder, and (ii) the Company shall take reasonably available steps to enable the Company legally to purchase the remaining Shares and to so purchase them as soon as practicable. d. The purchase price for Shares purchased by any of the Shareholders pursuant to Sections 6 and 7 of this Agreement shall be paid in cash. e. The holder of the certificate or certificates representing the redeemed or purchased Shares of a Shareholder shall cause the certificates to be property endorsed and delivered to the Secretary of the Company for cancellation. If the reissuance of new Shares is required, the Secretary of the Company shall issue certificates therefore, placing thereon the legends required by this Agreement and applicable securities laws. 10. No Community Property Ownership. All Shares shall be deemed to be owned exclusively by the owner of record, and any transfer by gift, will, operation of law; dissolution of marriage, or otherwise to a Shareholder's present or prospective spouse or present or prospective domestic partner or cohabitant (each of which being referred to as a "Spouse" for purposes of. this Section 10) shall be subject to all of the terms and conditions of this Agreement. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 7 11. Termination of Agreement. This Agreement shall terminate: a. At any time upon the written agreement of all of the Shareholders; b. Immediately upon the dissolution or bankruptcy of the Company or upon any assignment of all or substantially all of the Company's assets for the benefit of its creditors; c. Immediately at such time that a registration statement filed with the Securities and Exchange Commission (“SEC") for the public sale of shares of the Company for cash is declared effective by the SEC; d. At such time as there is only one Shareholder of the Company; provided, however, that the termination of this Agreement shall not affect the rights or obligations of the Shareholders or the Company arising from events occurring prior to the termination of this Agreement. 12. Rights of Shareholders. Notwithstanding the number of Directors appointed, for all decisions regarding the day-to-day operation of the Company, the majority shareholders shall have the right to override the decisions of the Directors, based upon the discretion and judgment of the majority shareholders as to what acts are in the best interests of the Company. The majority shareholders’ exercise of such right and discretion will be subject to a fiduciary duty to the Company and to other shareholders. Where the number of Directors is fewer than the number of shareholders, the majority shareholders, at their discretion, may waive the obligation to conduct the business of the Company through regular Director meetings, and may instead conduct the business through regular shareholder meetings. 13. Obligations of Shareholders. The minority shareholders Michael Ng and Patrick Martin shall be obligated to bring their expertise and experience to the day-to-day operation of the Company’s retail cannabis business, and in furtherance of such duties, the identified minority shareholders agree to the following obligations as to day-to-day operations: a. At all times, manage and operate the Company in compliance with all local and State laws and regulations; b. Using Company funds, advise on and ensure payment is made for all bond and insurance policies minimum requirements as applicable to the Company, its employees, its officers and Directors, and its shareholders; c. Using Company funds, advise on and ensure payment is made for all State tax, city tax, sales tax, franchise tax board tax, IRS income tax, and corporate tax for the Company; DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 8 d) Using Company funds, advise on and ensure payment is made for the renewal of city cannabis permit and State cannabis license; e) Using Company funds, advise on and ensure payment is made for business maintenance, including but not limited to alarm, securities, internet, phone, registered agent, and bookkeeper; f) Using Company funds, advise on and ensure payment is made for any and all cannabis open invoices; g) Using Company funds, advise on and ensure payment is made for all employees, independent contractors, and any other individuals who are hired to work, or to run, the business and all employee taxes; h) Using Company funds, advise on and ensure payment is made for all rents and costs required of any tenancy into which the Business enters. 14. Miscellaneous. a. Each party to this Agreement agrees to perform any further acts and execute arid deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement. b. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only on the written consent of all parties to this Agreement. c. This Agreement shall be binding upon, and shall inure to the benefit of, the parties to it and to their respective heirs, legal representatives, successors and assigns. d. It is intended that each Section of this Agreement shall be viewed as separate, and in the event that any Section shall be held to be invalid, the remaining Sections shall continue in full force and effect. e. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing or transmitted electronically and shall be deemed to have been duly given when received, if personally delivered; upon confirmation of receipt (by use of "confirmation to sender" or other means) if transmitted by telecopy or by electronic or digital transmission method; or on the business day after it is sent, if sent for overnight delivery by a recognized overnight delivery service, charges prepaid, addressed as follows: If to a Shareholder, at his or her address as set forth on Exhibit A attached hereto. If to the Company: KDM Fresno Enterprises, Inc. 1915 N. Pamela Ave Clovis, CA 93619 DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 9 Any party to this Agreement may change the address to which notices are to be sent hereunder by giving notice to each other party in the manner herein provided. f. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all matters with respect to the validity, interpretation, performance and enforcement of this Agreement shall be determined by reference to the laws of the State of California. g. AGREEMENT TO ARBITRATE SHAREHOLDER DISPUTES. Any arbitrable controversy, dispute or claim between Shareholders or any of them, arising out of or relating to this Agreement or relating to Shareholders’ rights and obligations as shareholders in the Company, and where damages greater than are sought by any party, shall be settled by binding arbitration, at the request of either party. The arbitrability of any controversy, dispute, or claim under this Agreement or relating to Shareholders’ rights and obligations as shareholders in the Company, shall be determined by application of the substantive provisions of the Federal Arbitration Act (“FAA”), codified at 9 U.S.C. §1, et seq. A copy of the FAA can be viewed at www.columbia.edu/~mr2651/ecommerce3/2nd/statutes/FAA.doc, and a printed copy of the FAA will be provided to any Shareholder upon request and prior to execution of this Agreement. The parties intend that all such claims be arbitrated under the rules of the FAA, including any question as to whether a controversy, dispute or claim under this Agreement is arbitrable, however, to the extent that the FAA is deemed to be inapplicable to any controversy, dispute or claim, or portion thereof, the arbitration law of California will apply. (i) Arbitration shall be the exclusive method for resolving any dispute. (ii) If any term, provision, covenant, or condition of this Agreement is found invalid, void, or unenforceable, by a court of competent jurisdiction or an arbitrator, such term or terms will be severed from the Agreement and the remaining terms, provisions, covenants, and conditions of this Agreement will remain in full force and effect and shall in no way be affected, impaired, or invalidated. (iii) Shareholders asserting and defending any claim to be arbitrated will select an arbitrator by mutual agreement. If such Shareholders are unable to agree on a neutral arbitrator, either party may elect to obtain a list of arbitrators from the Judicial DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 10 Arbitration and Mediation Service (“JAMS”), Alternative Dispute Resolution Services (“ADRS”), or any other reputable dispute resolution organization. Information about neutral arbitrators available from JAMS and ADRS may be obtained online at http://www.jamsadr.com and http://www.adrservices.org. (iv) The demand for arbitration of disputes must be in writing and must be made by the aggrieved party within the statute of limitations period provided under applicable federal or state law for the particular claim. Failure to make a written demand within the applicable statutory period constitutes a waiver to raise that claim in any forum. Arbitration proceedings will be held at any location within 25 miles of the Business or at any location agreed to by all Shareholders participating in the arbitration proceeding. (v) The arbitrator will apply the substantive law, and the law of remedies, if applicable, of the state in which the claim arose, or federal law, or both, as applicable to the claim or claims asserted. The arbitrator is without jurisdiction to apply any different substantive law or law of remedies. The arbitrator will apply the rules of the FAA to all procedural aspects of the arbitration proceeding, except that, where the FAA is silent, the arbitrator will apply the Federal Rules of Evidence. The arbitrator will have the discretion to issue protective orders or otherwise limit discovery where reasonably necessary, taking into account the parties’ mutual desire to have a speedy, less-formal, cost- effective dispute resolution mechanism. The arbitration shall be final and binding upon the parties. (vi) Following the hearing and the submission of the matter to the arbitrator, the arbitrator will issue a written opinion and award which will be signed and dated. The arbitrator should use h is or her best efforts to issue the written award no later than 30 days from the latter of (1) the date the arbitration hearing concludes, or (2) the date that post-hearing briefs, if requested by the arbitrator, are filed by the parties. The arbitrator’s award will decide all issues submitted by the parties, and the arbitrator will not decide any issue not submitted. The arbitrator will prepare in DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 11 writing and provide to the parties a decision and award which includes factual findings and the reasons upon which the decision is based. The arbitrator will be permitted to award only those remedies in law or equity which are requested by the parties and allowed by law. (vii) The cost of the arbitrator and other incidental costs of arbitration that would not be incurred in a court proceeding will be borne equally by the parties. The parties will each bear their own costs, other than costs directly from the arbitration process, and attorney’s fees in any arbitration proceeding, provided, however, that the arbitrator will have the authority to order any party or parties to reimburse the arbitration fees of the party that the arbitrator, in his or her sole discretion, determines to be the prevailing party in the proceeding. NOTICE:  BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS AGREEMENT, INCLUDING YOUR RIGHTS AND OBLIGATIONS AS SHAREHOLDERS IN THE COMPANY, DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA AND FEDERAL LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THIS AGREEMENT. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE FEDERAL ARBITRATION ACT OR OTHER APPLICABLE LAWS. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THIS AGREEMENT, INCLUDING DISPUTES OVER OUR RIGHTS AND OBLIGATIONS AS SHAREHOLDERS IN THE COMPANY, TO NEUTRAL, BINDING ARBITRATION. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 12 _______ _______ _______ _______ Chaves Burroughs Ng Martin h. This Agreement may be executed in one or more counterpart, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (Signatures on next page) DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. KDM FRESNO ENTERPRISES, INC. By: ___________________________ Kerry May Burroughs, President . "SHAREHOLDERS" _______________________________ Daniel Chaves, an individual _______________________________ Kerry May Burroughs, an individual _______________________________ Michael Ng, an individual _______________________________ Patrick Martin, an individual DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 14 CONSENT OF SPOUSE OR DOMESTIC PARTNER The undersigned; constituting the spouses or domestic partners of the Shareholders who have signed the foregoing Shareholders' Agreement, hereby represent that each has read the foregoing Agreement and that each knows its contents. Each is aware that by its provisions the parties thereto agree to sell their shares to the Company or to the other Shareholders of the Company, including the undersigned's community or joint interest therein, on the occurrence of certain events, all as set forth in the Agreement. Each of the undersigned hereby consents to the sale, approves of the provisions of the Agreement, and agrees that the shares covered thereby and the undersigned's interest therein are subject to the provisions of the Agreement. Each of the undersigned represents that she or he will take no action at any time to hinder the operation of the Agreement as to the shares of capital stock of the Company covered thereby or the undersigned's interest therein. . _________________________________ _________________________________ Name of Signatory Name of Signatory’s Spouse ___________________ ________________________________________ Date Signature -------------------------------------------------------------------------------- _________________________________ _________________________________ Name of Signatory Name of Signatory’s Spouse ___________________ ________________________________________ Date Signature -------------------------------------------------------------------------------- _________________________________ _________________________________ Name of Signatory Name of Signatory’s Spouse ___________________ ________________________________________ Date Signature -------------------------------------------------------------------------------- _________________________________ _________________________________ Name of Signatory Name of Signatory’s Spouse ___________________ ________________________________________ Date Signature DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Exhibit A Shares Held and Addresses of the Shareholders Name Address Number of Shares Held Daniel Chaves . 375 Kerry May Burroughs 375 Michael Ng 125 Patrick Martin 125 DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 1 861 OLIVE AVENUE MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (this “Agreement”) is made on December 3, 2020, by and between 861 Olive Avenue Retail Partners, (hereinafter referred to as “Partners” or the “License Holder”), a California unincorporated partnership, and KDM Fresno Enterprises, Inc. (hereinafter referred to as “KDM” or the “Manager”), a California corporation. Partners and KDM are each referred to herein as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, Partners does hereby desire to engage the services of KDM to perform certain administrative and management services involving a proposed Licensed Cannabis Business located at 861 Olive Avenue, Fresno, California 93728 (the “Business”). WHEREAS, KDM does hereby desire to perform such services in consideration of the compensation set forth herein. WHEREAS, the Parties acknowledge that such Agreement is in their mutual best interests. THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows: AGREEMENT TERMS 1. Term This Agreement shall take effect upon the execution of this Agreement and shall terminate one hundred-twenty (120) months after the execution of this Agreement, or at other such subsequent time as agreed to by the parties in writing. At the conclusion of the Term, KDM will have the option to renew this Agreement under the conditions below: a) Partners does hereby agree to offer to KDM no less than ten (10) extensions of this Agreement, for the same term and on the same conditions as apply to the original Term, so long as no default or breach is ongoing at the time such option to extend this Agreement is exercised; b) For avoidance of doubt, the Parties agree that the right to renew or extend this Agreement, on the same terms, shall be solely within the power of KDM and Partners will not interfere with such right in any way whatsoever as no default or breach has been committed by KDM. KDM may exercise its option to extend this Agreement by providing written notice of its intention to Partners no later than 90 da ys following the end of the Term or the end of an extended term, whichever may apply. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 2 2. Designated Representatives KDM will designate one or more representatives who will act as the primary point of contact for Partners for all matters related to this Agreement and who shall make themselves available to consult with the directors, officers and department heads of Partners, at reasonable times upon request of Partners, concerning all matters relating to this Agreement. Partners will designate one or more representatives who will act as the primary point of contact for KDM for matters related to this Agreement and who will have the authority to provide instructions, clarifications or make decisions when so requested by KDM. Either Party may replace such representative with an individual of comparable qualification and experience by notifying the other Party of such new appointment. 3. Scope of Services In exchange for the consideration contemplated herein, KDM will provide the following services (the “Services”): a) At all times, manage and operate the Business in compliance with all local and State laws and regulations; b) Pay and maintain bond and insurance policies minimum requirements as applicable to both Business and Partners; c) Pay for all State tax, city tax, sales tax, franchise tax board tax, IRS income tax, and corporate tax for Business and Partners; d) Pay for the renewal of city cannabis permit and State cannabis license; e) Pay for all business maintenance, including but not limited to alarm, securities, internet, phone, registered agent, and bookkeeper; f) Pay for any and all cannabis open invoices; g) Pay for all employees, independent contractors, and any other individuals who are hired to work, or to run, the business and all employee taxes; h) Give to Partners full access to all POS systems, accounting, books, tax records, and any other items Partners requests to ensure compliance; and i) Pay all rents and costs required of any tenancy into which the Business enters. 4. Limited Liability Neither Party shall be liable to the other Party, or to anyone who may claim any right due to its DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 3 relationship with any such Party, for any acts or omissions on the part of the Party or the agents of any Party, except as set forth below. 5. Indemnification by Manager In consideration for Partners’ performances under this Agreement, Manager and Manager’s managing member, (as identified by the signature below) each hereby fully indemnify, defend, and hold harmless Partners and each of Partners’ owners, former owners, partners, employees, attorneys, accountants, representatives, and other agents (“Partners Indemnitees”) against all liabilities, claims, civil penalties, damages, losses, and expenses, including, but not limited to, reasonable attorney’s fees, court costs, and disbursements, incurred by Partners and/or Partners Indemnitees which are the direct or indirect consequence, in whole or in part, of: (a) any material, uncured breach of this Agreement by Manager; or (b) any act or omission of Manager or any of its respective designees, nominees, owners, employees, attorneys, accountants, representatives, and other agents (“Manager’s Affiliates”), in either case notwithstanding any concurrent or contributory negligence or other malfeasance by Partners and/or Partners Indemnitees. Manager’s indemnification obligations include, without limitation, any damages and civil penalties arising from a violation of local, state and/or federal law, regulation, ordinance, directive, or rule whatsoever, including violations of the California Labor Code, wrongful termination, violation of Title VII of the federal Civil Rights Act of 1964, violation of the Fair Empl oyment and Housing Act, violation of the Industrial Welfare Commission Wage Orders, the failure to pay timely and accurate compensation, off-the-clock work, the failure to authorize and permit timely uninterrupted meal periods, the failure to authorize and permit timely uninterrupted rest breaks, the payment of meal period and/or rest break premiums, payroll violations, and inaccurate wage statements, unpaid travel time, failure to reimburse business expenses, among other violations. Partners’ and Partners Indemnitee’s entitlement to defense from Manager will be immediate upon receipt of actual or constructive notice of a claim of violation being asserted against Partners or Partners Indemnitees. Manager’s obligations under this Section survive termination of this Agreement without limitation, unless this Agreement is assigned or sold in writing by Manager with written consent of the Partners, at which time the Manager’s obligations shall thereafter be owed to the party purchasing or taking an assignment of this Agreement in place of Manager. 6. KDM Right to Retain Revenue/Profit Participation by Certain Partners Parties hereto hereby agree that, in exchange for providing the Services identified in Section 3 above, KDM shall receive the explicit right to retain all revenue from any and all Business, except that in any given month where the Business has revenue in excess of expenditures, and subject to KDM’s sole determination that such partners are achieving their targets as to Target Hours and Revenue Targets (as those terms are defined in the Targeted Revenue Agreement), Partners Kerry May Burroughs and Meagan Alyse Mitchell may receive discretionary payments of portions of such monthly profits. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 4 7. Exclusivity Parties agree that the rights and obligations contained in this Agreement are solely exclusive to the Parties of this Agreement, and parties further agree to not enter into any other agreements with any other party(ies) relating to the rights, obligations, and/or subject matter contained herein. 8. Partners Covenants To Not Dissolve Business Partners hereby agrees to not dissolve, suspend, cease operations of the Business during the life of this Agreement, nor will it cause the local license to be withdrawn from the local jurisdiction, or State License to be withdrawn by the State. 9. Warranties and Representations of KDM KDM hereby represents, warrants, and covenants to Partners, with the understanding Partners is relying upon such representations, warranties, and covenants that: a) KDM shall not engage in any contract/agreement, whether in writing or verbal, to share the license, or to sell hubs, equity, or any ownership interest; b) KDM shall only sell cannabis products to private customers and shall not sell any cannabis products to other licensees; c) KDM shall provide a copy of all paid tax receipts, local and state notices, bond policies and insurance policies, to Partners upon such request; d) KDM shall defend Partners against any lawsuits, claims, etc., arising out of KDM’s performance of its obligations contained in this Agreement; e) No representation or warranty by KDM in this paragraph, or in any other paragraph of this Agreement, or in any certificate or other document furnished or to be furnished by KDM pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit a material fact necessary to make the statements contained herein not misleading or necessary in order to provide Partners with complete and accurate information as to KDM; f) The execution, delivery, and performance of this Agreement by KDM has been duly and validly authorized by any required corporate action and by all other necessary action on the part of KDM and any corporate board. This Agreement constitutes the legally valid and binding obligation of KDM, enforceable against KDM in accordance with its terms except as its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery, and performance of this Agreement by KDM and the execution, delivery, and performance of any related DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 5 agreements or contemplated transactions by KDM, will not violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any material contract of KDM as set forth in this Agreement, or result in the imposition of any encumbrance or lien against any asset or properties of KDM or violate any state, federal, or local law; g) Manager shall comply with all applicable federal, state, and local laws with respect to Business’s employees and with respect to Manager’s interactions with Business’s employees; and h) Manager shall comply with employment and other laws and regulations applicable to all employees, including the California Labor Code and the Industrial Welfare Commission Wage Orders, at all times during which the Manager manages employees of the Business and otherwise provides services under this Agreement. 10. Warranties and Representations of Partners Partners hereby warrants and represents to KDM as follows: a) No representation or warranty by Partners in this paragraph, or in any other paragraph of this Agreement, or in any certificate or other document furnished or to be furnished by Partners pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit a material fact necessary to make the statements contained herein not misleading or necessary in order to provide KDM with complete and accurate information as to Partners; b) Partners hereby agrees to fully cooperate, and assist, KDM in any of its efforts to communicate and/or deliver necessary financial, informational, and/or any other information to any regulatory agency, in furtherance of its operational control of the business; and c) The execution, delivery, and performance of this Agreement by Partners has been duly and validly authorized by any required corporate action and by all other necessary action on the part of Partners and any corporate board. This Agreement constitutes the legally valid and binding obligation of Partners, enforceable against Partners in accordance with its terms except as its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery, and performance of this Agreement by Partners and the execution, delivery, and performance of any related agreements or contemplated transactions by Partners, will not violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any material contract of Partners as set forth in this Agreement, or result in the imposition of any encumbrance or lien against any asset or properties of Partners, or violate any state, federal, or local law. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 6 11. Compliance With Law; Quality Assurance Each Party agrees to conduct its business in compliance with all applicable laws, rules and ordinances, including any applicable local or state laws, ordinances and regulations. In the event that any disciplinary or other actions are initiated against either Party relating to the subject matter of this Agreement, the Party at issue shall immediately inform the other Party of such action and the underlying facts and circumstances. Deficiencies discovered in the performance of any KDM personnel or in the quality of the Services shall be reported immediately to Partners and appropriate steps shall be taken by KDM to remedy such deficiencies. 12. Disclosures Required by Law Each Party acknowledges and is aware that the Business is a licensed commercial cannabis business. Each Party further acknowledges that as a result of the Services that Manager shall provide Business pursuant to this Agreement, Manager may be required to disclose certain owners and financial interest holders of the Business under applicable law. Manager and Partners will promptly and without delay work in good faith to disclose all information as may be required by applicable law. The Parties further agree and acknowledge that any required disclosure of Manager for the purposes of complying with any applicable law will not alter the respective liabilities and indemnifications of the Parties as set forth in this Agreement. 13. Vendors Manager shall engage any and all new cannabis and non-cannabis vendors, and shall be responsible for all costs and open accounts arising from the use of such vendors, including the costs of all stock-in-trade, including regulated products. 14. Regulatory Approval and Change in Law This Agreement may be subject to approval by state and local regulatory authorities, either now or in the future. In the event that state or local law changes such that this Agreement must be reformed in the reasonable opinion of Manager’s counsel, or the applicable licensing authorities notify the Parties that this Agreement must be reformed for any other reason, the Parties will negotiate in good faith for no less than sixty (60) days to reform this Agreement to comply with applicable law. The parties agree to negotiate in good faith to effectuate the further ability of KDM to continue operations under a different Management Services Agreement, or other similar agreement giving KDM managerial control of the Business. 15. Notices All notices and demands shall be given in writing either by personal service or by registered or certified mail, postage prepaid, and return receipt requested, or by facsimile or email transmission with a confirmation copy to be sent by mail. Any such notice shall be effective as of the date it is DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 7 transmitted and mailed or delivered, if transmitted by facsimile or email transmission on or before 5:00 p.m., Pacific Time; or on the following day if transmitted after 5:00 p.m., Pacific Time. Notices shall be addressed as shown below for each Party, except that, if any Party gives notice of a change of name or address, notices to that Party shall thereafter be given as shown in that notice. If to Partners: If to KDM: 16. Remedies Cumulative; Specific Performance The rights and remedies of the Parties hereto shall be cumulative and not alternative. The Parties hereto agree that: (a) in the event of any breach or threatened breach by any Party hereto of any covenant, obligation or other provision set forth in this Agreement, the other Party shall be entitled (in addition to any other remedy that may be available to it) to (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (ii) a temporary restraining order and/or an injunction restraining such breach or threatened breach; and (b) such other Party shall not be required to provide any bond or other security in connection with any such decree, order or injunction or in connection with any related action or Proceeding. In the event such bond cannot be waived, the Parties agree that it shall be set at a nominal amount. 17. Independent Contractor KDM represents that it is a business formed and operating solely for the purpose of providing cannabis management services, that it conducts such services as part of the business services it provides to the public, and that it is licensed or will obtain a business license in the relevant jurisdiction to perform such services. Partners is relying upon these representations in agreeing to allow KDM to perform the management services that are the subject of this agreement, and to collect the revenue therefrom. All materials, equipment, software, hardware and facilities owned by KDM and used in connection with the performance of the Services by KDM shall remain the exclusive property of KDM and no right, title, license or equitable claim for its use shall arise to or be asserted by Partners. All materials, equipment, software, hardware and facilities owned by Partners and utilized by KDM in connection with the performance of the Services by KDM shall remain the exclusive property of Partners and no right, title, license or equitable claim for its use shall arise to or be asserted by KDM. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 8 18. Agreement to Maintain Separate Accounts The Parties shall work together to ensure that all accounts, ledgers and information for Partners will be maintained in separate and discrete formats distinct from those maintained by KDM for its own purposes, except that, where local or state law requires that payments be made or accounts be maintained by Partners as a licensed entity, the Parties will work together to obtain and maintain any such required accounts in a reasonable manner so as to affect the terms of this Agreement and fulfill the Parties’ obligations under this Agreement. 19. Force Majeure Either Party shall be excused from performing its obligations under this Agreement if its performance is delayed or prevented by any event beyond such Party’s reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of the public enemy (terrorism), insurrections, riots, embargoes, explosions or floods, provided that such performance shall be excused only to the extent of and during the reasonable continuance of the effect of such force majeure. 20. Governing Law This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of California (without giving effect to principles of conflicts of laws). 21. Dispute Resolution: Agreement to Arbitrate Disputes Any arbitrable controversy, dispute or claim between the Parties, or any of them, arising out of or relating to this Agreement, and where damages greater than $7,500 are sought by any party, shall be settled by binding arbitration, at the request of either party. The arbitrability of any controversy, dispute, or claim under this Agreement shall be determined by application of the substantive provisions of the Federal Arbitration Act (“FAA”), codified at 9 U.S.C. §1, et seq. A copy of the FAA can be viewed at www.columbia.edu/~mr2651/ecommerce3/2nd/statutes/FAA.doc, and a printed copy of the FAA will be provided to any Shareholder upon request and prior to execution of this Agreement. The Parties intend that all such claims be arbitrated under the rules of the FAA, including any question as to whether a controversy, dispute or claim under this Agreement is arbitrable, however, to the extent that the FAA is deemed to be inapplicable to any controversy, di spute or claim, or portion thereof, the arbitration law of California will apply. a) Arbitration shall be the exclusive method for resolving any dispute. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 9 b) If any term, provision, covenant, or condition of this Agreement is found invalid, void, or unenforceable, by a court of competent jurisdiction or an arbitrator, such term or terms will be severed from the Agreement and the remaining terms, provisions, covenants, and conditions of this Agreement will remain in full force and effect and shall in n o way be affected, impaired, or invalidated. c) Parties asserting and defending any claim to be arbitrated will select an arbitrator by mutual agreement. If such Shareholders are unable to agree on a neutral arbitrator, either party may elect to obtain a list of arbitrators from the Judicial Arbitration and Mediation Service (“JAMS”), Alternative Dispute Resolution Services (“ADRS”), or any other reputable dispute resolution organization. Information about neutral arbitrators available from JAMS and ADRS may be obtained online at http://www.jamsadr.com and http://www.adrservices.org. d) The demand for arbitration of disputes must be in writing and must be made by the aggrieved Party within the statute of limitations period provided under applicable federal or state law for the particular claim. Failure to make a written demand within the applicable statutory period constitutes a waiver to raise that claim in any forum. Arbitration proceedings will be held at any location within 25 miles of the Business or at any location agreed to by all Shareholders participating in the arbitration proceeding. e) The arbitrator will apply the substantive law, and the law of remedies, if applicable, of the state in which the claim arose, or federal law, or both, as applicable to the claim or claims asserted. The arbitrator is without jurisdiction to apply any different substantive law or law of remedies. The arbitrator will apply the rules of the FAA to all procedural aspects of the arbitration proceeding, except that, where the FAA is silent, the arbitrator will apply the Federal Rules of Evidence. The arbitrator will have the discretion to issue protective orders or otherwise limit discovery where reasonably necessary, taking into account the parties’ mutual desire to have a speedy, less-formal, cost-effective dispute resolution mechanism. The arbitration shall be final and binding upon the parties. f) Following the hearing and the submission of the matter to the arbitrator, the arbitrator will issue a written opinion and award which will be signed and DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 10 dated. The arbitrator should use his or her best efforts to issue the written award no later than 30 days from the latter of (1) the date the arbitration hearing concludes, or (2) the date that post-hearing briefs, if requested by the arbitrator, are filed by the Parties. The arbitrator’s award will decide all issues submitted by the Parties, and the arbitrator will not decide any issue not submitted. The arbitrator will prepare in writing and provide to the Parties a decision and award which includes factual findings and the reasons upon which the decision is based. The arbitrator will be permitted to award only those remedies in law or equity which are requested by the Parties and allowed by law. g) The cost of the arbitrator and other incidental costs of arbitration that would not be incurred in a court proceeding will be borne equally by the Parties. The Parties will each bear their own costs, other than costs directly from the arbitration process, and attorney’s fees in any arbitration proceeding, provided, however, that the arbitrator will have the authority to order any Party or Parties to reimburse the arbitration fees of the Party that the arbitrator, in his or her sole discretion, determines to be the prevailing party in the proceeding. NOTICE:  BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS AGREEMENT DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA AND FEDERAL LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THIS AGREEMENT. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE FEDERAL ARBITRATION ACT OR OTHER APPLICABLE LAWS. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 11 WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THIS AGREEMENT TO NEUTRAL, BINDING ARBITRATION. _______ _______ Partners KDM 22. Attorney’s Fees and Costs If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the Parties shall each bear their own respective attorney’s fees and costs of such action, except where as may be provided for above in regard to costs of arbitration. 23. Section Headings The section headings in this Agreement are inserted solely for convenience of reference, are not a part of, and are not intended to govern, limit or aid in the construction of any term or provisions hereof. 24. Waiver The waiver of any covenant, condition or duty hereunder by either Party shall not prevent that Party from later insisting upon full performance of the same. 25. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. 26. Parties Bound; Assignment This Agreement is binding on and inures to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors, and assigns when permitted by this Agreement. 27. Legal Construction In the event that any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions, and the Agreement will be construed as if the invalid, illegal, or unenforceable provision had never been contained in it. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 12 28. Interpretation; Severability Whenever possible, each part of this Agreement shall be interpreted as effective and valid. If any of this Agreement is found invalid, illegal, or unenforceable in any jurisdiction or by any regulatory agency, the invalidity, illegality, or unenforceability shall not affect any other part of this Agreement in that jurisdiction, and this Agreement shall be enforced in that jurisdiction as if this Agreement never contained the invalid, illegal, or unenforceable part. If possible, the Parties will amend this Agreement to modify any invalid, illegal, or unenforceable part to render it valid, legal, and enforceable and to preserve, as much as is reasonably practicable, the original intent of the invalid, illegal, or unenforceable part. Each Party had its own counsel or access to counsel during the negotiation and drafting of this Agreement. The Parties negotiated the words used in this Agreement. Neither Party is a fiduciary of the other. The fact that a particular Party drafted the language at issue shall not be a consideration when resolving any ambiguity in this Agreement. (Signatures on Next Page) DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 13 IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date first written above. “PARTNERS” 861 Olive Avenue Retail Partners, a California unincorporated partnership By: ___________________________ Name: Maegan Alyse Mitchell Title: General Partner “KDM” KDM Fresno Enterprises, Inc. a California corporation By: ___________________________ Name: Kerry May Burroughs Title: President DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 1 TARGETED REVENUE AGREEMENT – 861 OLIVE AVENUE RETAIL PARTNERS THIS TARGETED REVENUE AGREEMENT (“TR Agreement”) is made this 3rd day of December, 2020 (the “Effective Date”) by Maegan Alyse Mitchell and Kerry May Burroughs (collectively “Optionors”), and KDM Fresno Enterprises, Inc., a California corporation, (“Optionee”). RECITALS WHEREAS, Optionors and Optionee have, concurrently herewith, entered into that certain Partnership Agreement dated December 3, 2020 for the purpose of operating a cannabis business in Fresno, California (the “Business”); WHEREAS, Optionee will be providing the initial build-out and operating capital and the parties agree that providing such monetary capital will entail significant monetary risk for Optionee; WHEREAS, Optionors will not initially be providing monetary capital to the partnership and will instead provide “sweat equity;” and WHEREAS, To promote equity among the partners as regards their contribution to the partnership efforts, the partners desire to set revenue goals for the Business for the Optionors to provide marketing and other efforts to help achieve. NOW, Therefore, it is agreed as follows: 1. TITLE AND SCOPE OF WORK Optionors will each be given the title of “Marketing Officer” for the Business. In this role they will use their best efforts to promote the Business in order to increase customers and revenue. Efforts will be measured by the Revenue Targets as defined below. In promoting the Business, Optionors, and each of them, may use any commercially reasonable and accepted method for DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 2 marketing the Business. Optionors’ efforts in these roles will be solely in their capacity as partners in the partnership, and they acknowledge that th ey will not be deemed to be employees of the Business or otherwise subject to remuneration for their efforts beyond the consideration provided in the Partnership Agreement and in this TR Agreement. 2. REVENUE TARGETS AND PROJECTIONS Optionors’ efforts in promoting the Business will be measured based on the Revenue Targets. Revenue Targets include all income received by the Business minus any returns, charge- backs, or credits (“Gross Revenue”). Revenue Targets will be measured within the given Revenue Target Measurement Periods identified below. Revenue Targets: Within twelve (12) months of commencement of operation (as defined in the Partnership Agreement), the Business must achieve Gross Revenue of Within eighteen (18) months of commencement of operation, the Business must achieve Gross Revenue of Within twenty-four (24) months of commencement of operation, the Business must achieve Gross Revenue of ). 3. GRANT OF OPTION Optionors collectively grant to Optionee the exclusive right and option to immediately purchase their respective full partnership shares under the following terms: Should Optionors fail to reach their Revenue Target for any Revenue Target Measurement Period, Optionee may DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 3 purchase such failing Optionor’s or Optionors’ partnership shares in full by providing a writing to Optionors indicating Optionee’s exercise of this Option. For purposes of valuing each Optionor’s partnership share at the time(s) of exercise of the Option, the value of each one-percent interest of partnership share shall be calculated using the prior twelve (12) months of earnings before interest, taxes, depreciation, and amortization (EBITDA) divided by 1000. Within sixty (60) days following the written notice of intent to exercise the Option, Optionee shall tender to Optionors the full value of their respective partnership shares minus any Capital Injection Credits (as defined in the Partnership Agreement). Should the value of Capital Injection Credits exceed the value of any Optionor’s partnership share, the Optionee will not be entitled to the payment from either Optionor for the amount such Capital Injection Credits that exceed the aggregate value of the Optionor’s partnership shares. Upon tender of the amount due to each Optionor, or written identification of the value of Capital Injection Credits applied to that Optionor’s partnership share, or both if necessary, the Optionor’s partnership shares will be deemed to be fully transferred to Optionee with no further action necessary to effect the transfer. Where Optionee’s Capital Injection Credits total less than the aggregate value of the Optionors’ partnership shares, Optionee shall pay any payment for the difference on a pro-rata basis to Optionors, such that no Optionor shall receive more payment for her shares than the other Optionor. Optionors, and each of them, agree to cooperate by executing all documents reasonably necessary following the exercise of the Option to effect the transfer of the partnership shares, including any documents that may be required by any local or state agency as regards the maintenance or transfer of licenses of the Business. Where the method of valuation in this TR Agreement conflicts with any method of valuation of a partner’s share set forth in the Partnership Agreement, for purposes of any purchase DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 4 (but not forfeiture) of any Optionor’s partnership share during the term of this TR Agreement (as defined below), it is the intention of the parties that the valuation method in this TR Agreement shall supersede any method of valuation set forth in the Partnership Agreement or otherwise deemed to be commercially reasonable. 4. INITIAL TERM OF OPTION The initial term of the option shall commence on the Effective Date of this TR Agreement and shall continue until twenty-six (26) months following the commencement of the operations of the Business (“the Term”). 5. CONSIDERATION As consideration for the grant of this Option for the Term, Optionee has entered into the Partnership Agreement and agreed to provide the build-out and initial operational capital for the Business, as described in the Partnership Agreement, the value of which is estimated to be between . 6. DEFAULT AND REMEDIES FOLLOWING EXERCISE In the event Optionee, after notifying Optionors of its intent to exercise its Option, fails to proceed with the closing of the purchase of the Property, Optionors, and each of them, will be entitled to seek specific performance of this TR Agreement and any consequential money damages. In the event any Optionor fails to cooperate in the sale of her partnership share pursuant to the terms and provisions of this TR Agreement, Optionee will be entitled to seek (a) specific DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 5 performance of this TR Agreement as well consequential money damages. In the event any Optionor attempts to sell or otherwise dispose of her partnership share (or portion thereof) to any party other than Optionee prior to the end of the Term, Optionee will be entitled to seek (1) specific performance of this TR Agreement as well as consequential money damages, or (2) an order enjoining the sale or disposition of the partnership share in violation of this TR Agreement. 7. COVENANTS AND WARRANTIES OF OPTIONORS Through the Term of this Option, Optionors each warrant that she shall not encumber, dispose of the partnership share, or otherwise impair Optionee’s purchase rights under this TR Agreement. 8. ATTORNEY’S FEES In the event of any action at law or in equity between the parties arising from or in connection with this TR Agreement, the parties shall bear their own respective attorney’s fees and costs of such action. 9. NOTICES All notices and demands shall be given in writing either by personal service or by registered or certified mail, postage prepaid, and return receipt requested, or by facsimile or email transmission with a confirmation copy to be sent by mail. Any such notice shall be effective as of the date it is transmitted and mailed or delivered, if transmitted by facsimile or email transmission on or before 5:00 p.m., Pacific Time; or on the following day if transmitted after 5:00 p.m., Pacific DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 6 Time. Notices shall be addressed as shown below for each party, except that, if any party gives notice of a change of name or address, notices to that party shall thereafter be given as shown in that notice. To Optionors: Maegan Alyse Mitchell Kerry May Burroughs To Optionee: KDM Fresno Enterprises, Inc. 10. ENTIRE AGREEMENT This TR Agreement contains the entire agreement between the parties pertaining to the subject matter in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this TR Agreement shall be binding unless executed in writing by all parties. 11. COUNTERSIGNATURES This TR Agreement may be signed in counterparts and delivered by email or facsimile to the other parties, each of which signed agreement shall be deemed an original instrument and together shall constitute the entire agreement. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 7 12. CAPTIONS The captions to the Sections of this TR Agreement are inserted for convenience only and shall not affect the intent of this TR Agreement. IN WITNESS WHEREOF, the parties hereto have executed this TR Agreement the day and year first above written. OPTIONOR MAEGAN ALYSE MITCHELL _____________________________ KERRY MAY BURROUGHS _____________________________ OPTIONEE KDM FRESNO ENTERPRISES, INC. a California corporation By: ___________________________ Name: Kerry May Burroughs Title: President DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 PLANNING AND DEVELOPMENT DEPARTMENT 2600 Fresno Street • Third Floor Jennifer K. Clark, AICP, Director Fresno, California 93721-3604 (559) 621-8277 FAX (559) 498-1026 November 19, 2020 Please reply to: Rob Holt (559) 621-8056 Chris Glew Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P20-04092 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 861 EAST OLIVE AVENUE (APN 451-266-14) 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 CMS, which is one of the allowable zone districts for cannabis retail businesses. Development standards of the CMS zone district are available in Sections 15-1203, 15-1204, and 15-1205 of the FMC. The subject location meets the zone district requirement, per Section 15-2739.B.1.a of the FMC, for a cannabis retail business. 2. All building(s) in which a cannabis retail business is located shall be no closer than 800 feet from any property boundary containing the following: (1) A cannabis retail business; (2) A school providing instruction for any grades pre-school through 12 (whether public, private, or charter, including pre-school, transitional kindergarten, and K-12); (3) A day care center licensed by the state Department of Social Services that is in existence at the time a complete commercial cannabis business permit application is submitted; and, (4) A youth center that is in existence at the time a complete commercial cannabis business permit is submitted. Zoning Inquiry P20-04092 861 East Olive Avenue Page 2 November 19, 2020 The subject property is not located within 800 feet of the property boundary of any of the above-mentioned uses. The subject building meets the separation requirements, per Section 15-2739.B.1.b of the FMC, for a cannabis retail business. 3. Prior to commencing operations, a cannabis retail business must obtain a Cannabis Conditional Use Permit from the Planning and Development Department per Section 15- 2739.N of the FMC. 4. No more than 2 cannabis retail businesses may be located in any one Council District. If more than 14 are ever authorized by Council (more than 2 per Council District), they shall be dispersed evenly by Council District. The subject property is in Council District 1. There are currently no cannabis retail businesses located in Council District 1. This location requirement is satisfied for a cannabis retail business. Please review the entirety of Article 33, Chapter 9 (Cannabis Retail Business and Commercial Cannabis), and Section 15-2739 (Adult Use and Medicinal Cannabis Retail Business and Commercial Cannabis Business) of the FMC to understand other requirements of cannabis retail businesses, including but not limited to, application requirements, signage, etc. This information was researched by the undersigned per the zoning request. The undersigned certifies that the above information contained herein is believed to be accurate and is based upon, or relates to, the information supplied by the requestor. The City of Fresno assumes no liability for errors and omissions. All information was obtained from public records held by the Planning and Development Department. A copy of the Fresno Municipal Code may be obtained by contacting the City Clerk’s office at 559-621-7650. The Fresno Municipal Code may also be searched on the Internet, free of charge, by going to www.fresno.gov. If you have questions regarding this matter, please contact me by telephone at 559-621-8056 or at Robert.Holt@fresno.gov. Cordially, Rob Holt, Planner III Development Services Division Planning and Development Department