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HomeMy WebLinkAboutCSE-20-56 Traditional AGK, LLC RedactedApplication Type Social Equity Criteria Applicant (Entity) Information Social Equity Cannabis Business Permit Application CSE-20-56 Submitted On: Nov 13, 2020 Applicant Ana Garcia ana.garcia@southcordholdings.com In order to qualify as a social equity applicant, applicants must satisfy at least one of the following criteria: 1. Low income household and either: a. A past conviction for a cannabis crime, or b. Immediate family member with a past conviction for a cannabis crime. 2. Low income household in a zip code identified as at least 60% according to the CalEnviroScreen for five (5) consecutive year period and either: a. A past conviction for a cannabis crime, or b. Immediate family member with a past conviction for a cannabis crime. 3. Low income household and either: a. Five (5) years cumulative residency in a zip code identified as at least 70% according to the CalEnviroScreen, or b. Ten (10) years cumulative residency in a zip code identified by CalEnviroScreen. 4. Business with no less than fifty-one percent (51%) ownership by individuals who meet Criteria 1 and 2 above. 5. Cannabis social enterprise with no less than fifty-one percent (51%) ownership by individuals who meet Criteria 1 and 2 above. 6. An individual with a membership interest in a cannabis business formed as a cooperative. Do you meet the above criteria, and want to apply as a Social Equity Applicant? Yes Please state your annual income: 0 Do you have a past cannabis conviction? No Do you claim eligibility based on a family member past cannabis conviction? No Do you represent a cannabis social enterprise? No Do you have a membership interest in a cannabis cooperative? No Application Type Proposed Location Applicant (Entity) Name: Traditional - Fresno - AGK LLC DBA: -- Physical Address:City: Los Angeles State: CA Zip Code: 90011 Primary Contact Same as Above? No Primary Contact Name: Arthur Reyna Primary Contact Title: Attorney at Law Primary Contact Address: Primary Contact City: Glendale Primary Contact State: CA Primary Contact Zip Code: 91202 Primary Contact Phone: 2108850517 Primary Contact Email: ar@arthurreynalaw.com HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?: No Select one or more of the following categories. For each category, indicate whether you are applying for Adult-Use (“A”) or/and Medicinal (“M”) or both Both Please make one selection for permit type. If making multiple applications, please submit a new application for each permit type. Permit Type Retail (Storefront) Business Formation Documentation: Limited Liability Company Property Owner Name: -- Proposed Location Address: -- City: -- State: -- Zip Code: -- Property Owner Phone: -- Property Owner Email: -- Assessor's Parcel Number (APN): -- Proposed Location Square Footage: -- Supporting Information Application Certification Owner Information List all fictitious business names the applicant is operating under including the address where each business is located: -- Has the Applicant or any of its owners been the subject of any administrative action, including but not limited to suspension, denial, or revocation of a cannabis business license at any time during the past three (3) years? No Is the Applicant or any of its owners currently involved in an application process in any other jurisdiction? Yes If so, please list and explain: Majority Member / Owner, Ana Garcia, has an approved / pending operational license as an owner of 11500 Vermont Holdings LLC in the City of Los Angeles, CA. Minority Member / Owner, Aaron Mamann, has (i) active / operational licenses as an owner of California Organic Treatment Center, Inc., in the City of Los Angeles, CA, and Essential Co LLC in the City of Adelanto, CA, (ii) approved / pending operational licenses as an owner of Demeter Retail Group LLC, Kore Retail Group LLC, and Ash Retail Group LLC in the City of Los Angeles, CA, and Essential Co LLC in the City of Adelanto, CA, and (iii) a pending application as an owner of Virid Retailers LLC in the City of Stanton, 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.I understand that a misrepresentation of the facts is cause for rejection of this application, denial of a license or revocation of an issued license. Name and Digital Signature true Title Majority Member 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. 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: Ana Karen Garcia Owner Title: Majority Member TRADITIONAL - FRESNO - AGK LLC ATTN: ARTHUR REYNA, ATTORNEY AT LAW PHONE: (| EMAIL: AR@ARTHURREYNALAW.COM Page 1 of 19 Business Plan for Traditional - Fresno - AGK LLC Introduction & Executive Summary Traditional - Fresno - AGK LLC (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of cannabis businesses—in particular cannabis retail businesses—throughout the State of California. Our Company’s Owners / Members are a team of experienced professionals and stalwarts of the cannabis industry that include: (i) the owner and operator of one of the largest and most successful cannabis business portfolios in California and the U.S. with an established dedication and investment in social equity cannabis businesses and (ii) a young Latina that overcame growing up one of the most heavily impacted communities by the War on Drugs to go on to be a Minority Owner of a social equity retail cannabis business in the City of Los Angeles. Through its Owners / Members and officers, our Company will bring the Traditional brand to the City of Fresno (“Fresno” or the “City”) and operate an all-inclusive, elevated cannabis retail business that is custom-tailored and completely integrative and symbiotic with the local neighborhood. I. Company Organizational Chart for Traditional - Fresno - AGK LLC rTRADITIONALl --~100%~----t Compliance Officer TBD Individual Owners/ Members -Ownership Interest% Ana Garcia 1 s1% I Real Estate Dev. Officer TBD Retailer Manager Aaron Mamann Aaron Mamann I 49% I Medical Officer TBD Community Liaison TBD Section 1 – Business Plan Page 2 of 19 Ana Garcia, Majority Owner / Member of Traditional - Fresno - AGK LLC Ana Garcia is a qualified social equity applicant that has lived in South L.A. nearly her entire life and suffered greatly at the hands of the War on Drugs. Notwithstanding her negative experiences with the War on Drugs, Ms. Garcia is passionate about cannabis and the cannabis industry, in particular the use of cannabis for therapeutic and medical purposes. Ms. Garcia is a repeated participant in cannabis social equity programs, viewing them as an opportunity to provide her and her family an opportunity to improve their lives and economic situation. Accordingly, Ms. Garcia is an Owner / Member of one Social Equity cannabis retail business approved applicant in the City of Los Angeles. Section 1 – Business Plan Page 3 of 19 Aaron Mamann, Minority Owner / Member & Retailer Manager of Traditional - Fresno - AGK LLC Aaron’s vision with regard to the Traditional brand was to create a company that prided itself as a premiere cannabis brand in California, but as a distinguished employer, as well. Aaron and his management team have focused on creating a positive work environment with some of the best employee benefits in the industry and ample opportunity for professional growth. Over the last several years, Aaron has diversified Traditional’s portfolio by investing and developing commercial and industrial properties for cannabis cultivation, manufacturing, distribution, and retail facilities. The Traditional family of commercial cannabis businesses own in excess of 75,000 square feet of office property and are completing the development of over 630,000 square feet of industrial buildings. As the founder of the Traditional brand, Aaron has worked hard to develop one of the leading, fully operational, fully vertically integrated commercial cannabis companies. Aaron has overseen the acquisition and development of seven operating facilities holding 17 California state licenses for cultivation, manufacturing, distribution, and retail activities throughout Southern California with confirmed expansions of two additional retail dispensaries in Los Angeles and five additional confirmed expansions of cultivation, manufacturing, and distribution operations in the state. Aaron brings with him extensive commercial cannabis business experience as a co-founder and owner of the Traditional brand. With over 15 years of experience in the California cannabis industry, Aaron has created and grown several successful and profitable cannabis businesses in various segments of the industry. He specializes in designing and building out licensed world- class cultivation, manufacturing, and distribution facilities and retail dispensaries that both maximize production while minimizing costs and inputs. Aaron has managed specialized cannabis employees and processes on all levels of the cannabis industry for many years. He is a hands-on leader who will be involved in the day-to-day executive management of the business. Aaron has a penchant for negotiation and an eye for spotting and fostering talent from within his businesses. In addition to the Traditional’s own branded products, by leveraging Aaron’s long-standing industry relationships, he ensures a varied, consistent supply of high-quality, tested, and compliant cannabis and cannabis products is stocked in each of the retail dispensaries under the Traditional family of commercial cannabis businesses. Aaron’s deep knowledge of designing state-of-the-art cultivation facilities has allowed Traditional to develop a line of high-quality flower that it sells and distributes the rapidly growing Traditional brand. Aaron’s guidance on every level of Traditional’s cultivation operations has contributed Section 1 – Business Plan Page 4 of 19 greatly to the overall success of the brand by ensuring that all of Traditional’s retail dispensaries are always fully stocked. The contributions Aaron has made to the building designs and systems layouts of Traditional’s large-scale cultivation, manufacturing, and distribution facilities have become industry-leading examples. With an eye for quality cannabis genetics and a skill for selecting the right phenotypes, Aaron’s ongoing work developing the line of cannabis flower products that Traditional offers cannot be understated. As the Traditional brand continues to expand across California, this growing menu of strains makes the brand even more desirable. With Aaron ensures not only high- quality flower in every Traditional jar, but also a wide variety of flavors that keep customers interested in the brand and its research and development of different strains of cannabis flower. Aaron has a long history of creating well-paid, full time jobs with benefits in the expanding cannabis industry. He is a passionate leader who aims to continue setting the industry standards for licensed cannabis operators in California. This commitment to quality shines through in all of Traditional’s facilities, operations, and product offerings. Section 1 – Business Plan Page 5 of 19 II. Operating Budget & Pro Forma for Traditional - Fresno - AGK LLC Our Company’s pro forma is based on the real-world experience of its Owners / Members successfully developing and operating numerous other cannabis business—in particular, cannabis retail businesses—throughout Southern California. In other words, our Company’s pro forma is NOT based on estimates or some “model”, but rather is built from the actual financial data from an existing cannabis retail business operation. More specifically, our Company has taken the existing financial performance of the highly successful cannabis retail business and extrapolated that data based on the following assumptions: A. After having submitted its original Commercial Cannabis Permit application in November 2020, the City of Fresno will approve our Company’s Commercial Cannabis Business Permit Application by May 2021. B. Our Company will spend approximately in professional fees to prepare its Commercial Cannabis Business Permit Application and will owe the City’s additional fees upon submission and approval. C. Upon approval of its Commercial Cannabis Business Permit Application, our Company will engage legal counsel, land use consultants, and architects and spend in professional fees to acquire a Certificate of Occupancy. D. Our Company will have a construction budget and schedule prepared by our Owners / Members’ long-time cannabis construction contractor. E. The estimated construction budget for our Company’s proposed cannabis retail business is (not including budgeted for furniture, fixtures, and equipment). F. In the extensive experience of our Owners / Members’ successfully developing cannabis retail businesses in California, upon approval of our Company’s Commercial Cannabis Business Permit Application in June 2021, development of our Company’s cannabis retail business will follow the timeline below: 1. May 2021 to July 2021: In our Company’s experience, it takes 45 to 60 days to prepare a building permit application and 30 to 60 days for local approval of said building permit application. Our Company will submit its building permit application as soon as logistically and legally possible. 2. August 2021 to October 2021: Upon the approval of building permits, our Company will immediately commence construction according to the following 13-week schedule: Section 1 – Business Plan Page 6 of 19 3. October 2021: Our Company will begin hiring and training employees in the month prior to opening. G. Our Company’s cannabis retail business will commence operations in November 2021 and owe approximately in licensing fees to the City and the State prior to legally commencing operations. H. Our Company’s proposed cannabis retail business will take 12 months to reach the current revenue levels of our Owner / Member’s existing cannabis retail businesses. I. After attaining the current revenue levels of our Owner / existing cannabis retail businesses, gross revenue at our Company’s proposed cannabis retail business will grow approximately 2% every month. J. Our Company will agree to a public / community benefits / social equity contribution to the City of 3% of gross revenue. K. Our Company considers the first year of rent and the first three months of estimated operating expenses and inventory on hand as startup costs for a cannabis retail business. L. Our Company’s Owners / Managers will serve as officers of our Company and perform vital executive roles for our dispensary without the guarantee of salary compensation, but pay all other employees a Living Wage plus benefits. II.A Proof of Capitalization for Traditional - Fresno - AGK LLC Our Company will be capitalized by the personal wealth of our Owner’s / Member’s and his highly successful existing cannabis businesses. Estimated Construction Timeline Week 1 Demo and Set Up Week 2 Plumbing underground Week 3 Plumbing trench pour back/Framing/rough in for MEP Week 4 Framing/MEP and low voltage rough in Week 5 Framing/MEP and low voltage rough in/roof work Week 6 MEP inspecti ons/Insulation/Drywall Week 7 Finish all rooftop work/drywall Week 8 Painting/Start MEP top out and trim Week 9 Floors Week 10 Case/Base/Trim/Cabinet/Doors/install/Wall Finishes Week 11 MEP/Low V Trim out/Cabinets/Touch up/Wall Finishes Week 12 ADA/Fire/Parking Lot/Final Inspections Week 13 Certificate of Occupancy/Move In Section 1 – Business Plan Page 7 of 19 II.B Prospective Start-Up Costs II.C Employees & Payroll Section 1 – Business Plan Page 8 of 19 II.D Cannabis Retail Business Operations Pro Formas II.D.1 Cannabis Retail Business Operating Pro Forma – 2020 Section 1 – Business Plan Page 13 of 19 III. Cannabis Retail Business Operations Our Company will establish and operate cannabis retail business (the “dispensary”), pursuant to a Commercial Cannabis Business Permit issued by the City. At a high-level, the Company will conduct the following activities as part of its dispensary operation: (i) Our Company will purchase, from licensed distributors, finished cannabis and cannabis products (“cannabis products”) that have undergone the quality assurance, inspection, and testing procedures contained in Section 26110 of the California Business and Professions Code (the “B&P Code”) and (ii) our Company will offer cannabis products for retail sale to customers and patients (“customers”) at the dispensary and via delivery vehicles from the dispensary, as follows: III.A Day-to-Day Operations 1. Following security check-in, transportation vehicles of licensed distributors approach rear of the dispensary and then distribution personnel enter Vendor Entry, and our Company's employees offload cannabis and cannabis products. 2. The Company’s employees transfer cannabis and cannabis products from the Vendor Entry to Intake / Order Processing / Prep, and after verifying that cannabis and cannabis products have (i) passed the quality assurance and inspection procedures contained in Section 26110 of the B&P Code, (ii) been issued a certificate of analysis pursuant to Section 26110 of the B&P Code, and (iii) all applicable METRC tags and matches the cannabis products in the METRC system, our Company’s employees transfer the cannabis products into their METRC packages and physically from Intake / Order Processing / Prep to Secure Storage. 3. Prior to staging and display for final sale, our Company’s employees transfer cannabis products from Secure Storage to Intake / Order Processing / Prep for barcoding, and then our Company’s employees transfer properly tagged cannabis products staged and entered into our point-of-sale system from Intake / Order Processing / Prep (i) to Vendor Entry for loading into delivery vehicles by the Company’s delivery drivers for retail sale to customers via delivery vehicles or (ii) to Product Point-of-Sale Stations for purchase by customers via the Retail-Buy Room. 4. Customers enter the dispensary via the Lobby where employees and security scan their government issued identification and verify medical recommendations for patients to ensure they are allowed to purchase cannabis products. 5. Validated customers enter the Retail-Buy Room via a limited access door and (i) interact with the employees, (ii) observe securely displayed cannabis and cannabis products, and (iii) have limited and/or supervised interaction (touching, smelling, etc.) with securely displayed cannabis products; validated customers purchase and take possession of processed orders of cannabis products at the Product Point-of-Sale Stations. After finishing their business purpose for visiting the dispensary, customers are securely allowed to exit the dispensary by our Company’s employees. Section 1 – Business Plan Page 15 of 19 III.C Hours of Operation & Closing Procedures Our Company shall operate the dispensary Monday through Sunday (seven days a week) pursuant to the following daily schedule: (i) Morning-shift employees and security disarm the alarm and open the dispensary for non-public operations at 9:00 a.m.; (ii) from 9:00 a.m. to 10:00 a.m., morning-shift employees stage cannabis products for display and ultimate retail sale to customers; (iii) morning-shift employees open the dispensary for public operations at 10:00 a.m.; (iv) from 10:00 a.m. to 10:00 p.m., the dispensary is open to the public and customers may engage in the retail purchase of cannabis products; (v) evening-shift employees close the dispensary for public operations at 10:00 p.m.; (vi) from 10:00 p.m. to 11:00 p.m., evening-shift employees return unsold cannabis and cannabis products back to overnight secured storage; and (vii) evening-shift employees close the dispensary and arm the burglar alarm at 11:00 p.m. An overnight camera monitoring service observes to ensure no one enters or comes near the dispensary until the following day at 9:00 a.m. Any time the dispensary is not open for operations, our Company shall ensure the following: (i) the dispensary will be securely locked with commercial-grade, non-residential door locks; (ii) the dispensary’s alarm system shall be active and an overnight security monitoring service will watch to ensure no one attempts to get close or enter the dispensary; (iii) all cannabis products shall be stored in a locked safe or vault; and (iv) only authorized employees and contractors shall be allowed to enter the dispensary. III.D Cash Handling & Opening Procedures Many customer transactions at our Company’s dispensary will be conducted in cash. As a result, our Company has developed special procedures. Our Company will have all cash in locked fire and waterproof safes inside a secure vault accessible only with a key code. The cash safes will be monitored 24/7 with a camera and our alarm monitoring service. Prior to opening our dispensary for business each day, our onsite manager who has access to the vault room and safe and a witness will remove the cash left in vault and count out the cash and sign off on a receipt with date, time amount, and name and signature of person leaving the cash in vault. This same procedure will be repeated every day at closing. Every two hours, the onsite manager will pull cash from all the registers and above procedure will take place with receipt before placing the cash in the vault room and safe. Employees will be instructed to place all large currency bills under the top drawer and to have the onsite manager remove the funds prior to every two hours if their register count is higher than Cash is not to be accepted or disbursed by employees unless that employee has been authorized by the onsite manager to handle cash for a specified purpose. When an employee receives cash, it is to be deposited promptly as authorized. Any employee that handles cash is responsible for that cash. Retention of cash received from outside sources for use as petty cash or for making change is prohibited. Use of cash funds or cash receipts for cashing checks is prohibited. Access to cash shall be limited and all funds shall be kept secure at all times. Cash receipts / handling operations are subject to management review. In all instances, one person will check the work performed by another. All cash receipts must be completely and accurately recorded in the financial records of the dispensary. Appropriate separation of duties shall be employed in all cash operations/handling functions. All cash receipts shall be deposited daily. Employees shall count all cash drawers and safe transfers Section 1 – Business Plan Page 16 of 19 in a location in the dispensary that is not accessible by customers. Employees shall not count or reconcile cash drawers while standing at the cash register during business hours. All change funds and cash register drawers shall be kept in a locked safe when not in use. Deposits bags shall be stored in a separate, locked section of the safe. Only the onsite manager shall have access to the safe combination and the safe room. Our Company will attempt to contract with a local financial institution for arrangements to be made for armored car cash pickups daily for same financial institution. In the event that our Company is unable to procure financial institution-based armored car services, our Company has identified The Night Drop Retrieval System for aiding the safe transportation and depositing of cash. In addition to the above, whenever possible our Company will evaluate and develop cashless business solutions. III.E Receiving Deliveries & Product Handling Procedures Our Company shall prearrange the receipt and transportation of cannabis and cannabis products, and preauthorized transportation personnel shall schedule time to arrive at the dispensary. Prior to receiving or transporting cannabis and cannabis products, the Company shall request a complete electronic shipping manifest which shall contain the following information to provide a clear chain of custody to include and shall make it available upon request to the State or the City: (i) Our Company’s name and license number; (ii) the distributor’s name and license number; (iii) the names of authorized transportation vehicle drivers; (iv) a list of all cannabis products, including a description of the quantity transported; (v) the METRC UID of the cannabis products; (vi) the time and location of departure; (vii) the time and location of expected arrival; (viii) the make, model, and license plate number of the transportation vehicle; and (ix) any other information required by the State or City. Upon arrival at the dispensary, the transportation personnel shall check-in with a security guard, and the security guard will inform the onsite manager. The onsite manager will then allow the transportation personnel to enter the dispensary and provide the licensed distributor’s personnel a visitor badge and have them sign into a visitor log. Once signed in, security personnel escort the distributor’s vehicle to the limited access Vendor Entry for our Company’s employees to help offload cannabis products. Our Company’s employees then transfer the cannabis products from Vendor Entry to Intake / Order Processing / Prep for review. After verifying that (a) the cannabis products have (i) passed the quality assurance and inspection procedures contained in Section 26110 of the B&P Code, (ii) been issued a certificate of analysis pursuant to Section 26110 of the B&P Code, and (iii) all applicable METRC tags and (b) the shipping manifest that has all the information pursuant to Section 5049 of the BCC Regulations, our Company’s employees then verify the manifest also matches the cannabis products in the State’s online METRC system so that our Company can transfer the cannabis products into our Company’s METRC packages. Our Company then pays the distributor for excise tax and any money owed before physically moving the cannabis products from Intake / Order Processing / Prep to Secure Storage. Upon receipt of a shipment of cannabis products, the Company shall create a record verifying receipt of the shipment and the details of the shipment. After accepting cannabis products from a licensed distributor, our Company shall enter the following information into our internal point-of- sale tracking system: (i) The name and license number of the State licensed distributor providing the cannabis products; (ii) the name and employee number of the person entering the cannabis Section 1 – Business Plan Page 17 of 19 products into our Company’s internal point-of-sale tracking system; (iii) the best-by, sell-by, or expiration date of the cannabis products; (iv) the date of receipt of the cannabis products; (v) the METRC UID; (vi) the quantity, product name, and individual price, and applicable tax amounts; (vii) laboratory-test results; and (viii) any other information required elsewhere by the City or State. All records collected by our Company related to the receipt and acceptance of cannabis products shall be maintained for a minimum of seven (7) years and shall be made available by our Company to the officers, employees, or agents of the State or the City upon request. III.F Inventory Control Procedures & Track-and-Trace Systems Our Company shall create and maintain an active account within METRC, the State’s track and trace system prior to buying or selling any cannabis products. Our Company’s onsite manager shall serve as our Company’s designated track and trace administrator. Our Company will utilize TREEZ for its Point-of-Sale and inventory tracking system. Our Company will ensure that following policies are put into place in regards to allowing access to METRC and TREEZ. Our Company’s designated track and trace administrator will authorize additional representatives to obtain administrator accounts for both METRC and TREEZ (“track and trace systems”). Each authorized representative who is authorized to access the track and trace systems on behalf of our Company, shall obtain his or her own unique track and trace systems administrator log-on and password. Authorized representatives of our Company shall only log into the track and trace systems and submit information to the track and trace systems using a log-on that has been assigned to that representative. Our Company will maintain a complete and accurate list of all track and trace systems administrators and shall ensure that only authorized individuals are able to access the track and trace systems on behalf of our Company. Our Company shall accurately record all transactions involving the purchase, sale, physical movement, or destruction of cannabis and cannabis products in the track and trace system. Upon the retail sale of cannabis and cannabis products to a customer or patient, our Company shall collect the following information into TREEZ: (i) The name of our Company employee who processed the sale; (ii) the name or identification number of the customer who made the purchase; (iii) the date and time of the transaction; (iv) a list of all of the cannabis and cannabis products, including a description of the quantity purchased by weight and count; (v) the METRC Unique Identifier associated with the cannabis and cannabis products; (vi) any other information required by the State or City. Our Company will maintain an accurate record of its inventory and provide the City or the State with the record of inventory containing the following information for all cannabis products our Company has in its inventory: (i) A description of each item such that the cannabis and cannabis products can easily be identified; (ii) an accurate measurement of the quantity by weight and count of the item; (iii) the date and time the cannabis products were received by our Company; (vi) the sell-by or expiration date provided on the package of finished cannabis products; (v) the name and license number of the distributor that transported the cannabis products to our Company; (vi) the price paid for the cannabis products, including taxes, transportation costs, and any other costs; (vii) the gross sales by weight or count depending on the particular cannabis product. Our Company will provide a unique user login for TREEZ to the City to access our inventory at any time in real-time. Further, our Company can provide historical data using TREEZ’s reports functions that are able to access all sales that can be either printed or provided via .CSV or PDF Section 1 – Business Plan Page 18 of 19 file depending on the preference of the City. The City can readily track our Company’s cannabis inventory via TREEZ by the following categories: (i) Licensed distributor name, (ii) product type (flower, concentrate, edibles, tinctures, etc.), (iii) price, (iv) area where cannabis product is in dispensary (retail floor, vault, delivery vehicle), (v) date of entry into system, (vi) product name, weight, and count. Our Company will keep and maintain all inventory and sales data on file for at least seven (7) years. To verify that our Company’s physical inventory matches our Company’s records pertaining to inventory, our Company shall perform a reconciliation of its inventory at least once every 14 days. The results of inventory reconciliation shall be retained in our Company’s records and shall be made available to the City and the State upon request. If a significant discrepancy is discovered between our Company’s physical inventory and our Company’s inventory records, our Company shall notify the City and the State pursuant to our Regulatory Compliance Program. III.G Customer Check-In Procedures Our Company will require that all customers and qualified patients (and the latter’s primary caregivers) caregivers who wish to obtain cannabis goods must present one of the following types of identification (“ID”) upon arrival at the dispensary: (i) A document issued by a federal, state, county, or municipal government, or a political subdivision or agency thereof, including, but not limited to, a valid motor vehicle operator's license, that contains the name, date of birth, height, gender, and photo of the person; (ii) a valid identification card issued to a member of the Armed Forces that includes the person’s name, date of birth, and photo; or (iii) a valid passport issued by the United States or by a foreign government. The receptionist will run a customer’s ID through a certified ID scanner to confirm it is valid and the customer is the required age to enter the dispensary. All non-medicinal cannabis customers must possess a valid form of ID showing they are 21 years old or over; medicinal customers must possess a current and valid form of ID showing they are 18 years old or over with a valid medical recommendation or medical cannabis identification card. If the ID scanner clears the ID, but the receptionists still suspects that the ID is fraudulent, the receptionist will confirm with security the validity of the ID and do an online search (e.g., Google, Facebook, Instagram, Twitter, etc.) of the customer or cardholder’s name to see if the search shows that they are underage. Employees will go through these protocols to verify medical recommendations: (i) Only the original Medical Recommendation will be acceptable (no copies), which should have an embossed seal and/or authenticity mark; (ii) verify the Medical Recommendation directly with the issuing physician or a reputable online service; and (iii) only accept Medical Recommendations from licensed California physicians. Our Company shall have the Retail-Buy Room entrances locked at all times. All customers shall be “buzzed-in” by electronic entry to ensure limited and controlled access from the Lobby to the Retail-Buy Room. There will be a large lobby space to accompany people waiting to get into the Retail-Buy Room. Our Company follows a strict policy of no more than three (3) customers allowed on the Retail- Buy Room per one (1) employee. III.H Product Line & Customers Our Company expects to have sell a wide variety of cannabis and cannabis products including: cannabis flower, cannabis pre-rolls, infused pre-polls, vape cartridges, concentrates, edibles, tinctures, topicals, and capsules. The expected volume of sales of flower versus manufactured -- Section 1 – Business Plan Page 19 of 19 products is about a 50-50 ratio based on our Company’s Owners / Members previous experience operating cannabis retail businesses. The Company's dispensary will have seven point-of-sale locations and anticipates that about 15 to 30 customers will be served per hour and 175 to 300 customers served per day on a typical business day. During particularly busy days such as the unofficial cannabis holiday, 4-20, our dispensary could serve up to 50 patients per hour and 500 customers per day. III.I Delivery Service Procedures Our Company shall operate out of our dispensary initially consisting of one delivery vehicle. During deliveries, the Company’s drivers shall carry the following kept in the secured vehicle at all times: (i) A copy of our Company’s permits, licenses, and approvals; (ii) the driver’s California Driver’s License; and (iii) the driver’s laminated identification badge issued by the Company. Our Company’s drivers shall also maintain a copy of the delivery request, which shall comply with State and City law regarding the protection of confidential medical information. Our Company may only deliver cannabis and cannabis products to a physical address in the State; but shall not deliver cannabis products to a physical address located on publicly owned land or any address on land or in a building leased by a public agency. Our Company’s delivery vehicles shall be (i) insured at or above the legal requirement for the State; (ii) capable of securing (locking) finished cannabis and cannabis products during delivery; and (iii) temperature controlled for the storage of cannabis products during delivery. Further, our Company shall equip its delivery vehicles with web-based closed-circuit video monitoring equipment meeting the requirements of the Company’s Security Plan and incorporated into the Company’s video surveillance system. The Company shall equip its delivery vehicles with an active vehicle alarm system and all doors and windows shall be locked when unoccupied. Our Company’s delivery vehicle drivers shall ensure that cannabis and cannabis products are not visible to the public from the exterior of the delivery vehicle, and our Company’s delivery vehicles shall not display advertising or symbols visible from the exterior of the delivery vehicle that suggest the driver or delivery vehicle is used for the delivery of cannabis products. During delivery, cannabis products shall be locked in a fully enclosed box, container, or cage that is secured on the inside of the vehicle, includes the trunk. However, no portion of the enclosed box, container, or cage shall be comprised of any part of the body of the vehicle or trailer. In processing delivery orders, our Company will request customers email our Company a copy of their government issued ID and in the case of a qualified patient or primary caregiver, a copy of their medical recommendation or primary caregiver registration card, prior to requesting a delivery. Our Company will first verify the medical recommendations and primary caregiver registration card directly with the issuing physician or a reputable online service and only accept medical recommendation from licensed California physicians. When the delivery driver arrives, they will use a certified ID scanner to verify the ID as well as verify the customer matches the ID that was sent via email. For qualified patients and primary caregivers, the driver will request the original medical recommendation and primary caregiver cards for the particular qualified patient to verify it matches what was sent via email. Once the delivery driver returns to the dispensary, the delivery driver gives the dispensary employee who prepared the order, the signed record receipts and that dispensary employee closes out the sale in TREEZ to verify the delivery occurred. The dispensary employee will then put the payment received into the cash register and put the signed receipt along with the final TREEZ receipt to be scanned and saved digitally. TRADITIONAL - FRESNO - AGK LLC ATTN: ARTHUR REYNA, ATTORNEY AT LAW PHONE: | EMAIL: AR@ARTHURREYNALAW.COM Page 1 of 21 Social Policy & Local Enterprise Plan for Traditional - Fresno - ME LLC Introduction & Executive Summary Traditional - Fresno - AGK LLC (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of cannabis businesses—in particular cannabis retail businesses—throughout the State of California. Our Company’s Owners / Members are a team of experienced professionals and stalwarts of the cannabis industry that include: (i) the owner and operator of one of the largest and most successful cannabis business portfolios in California and the U.S. with an established dedication and investment in social equity cannabis businesses and (ii) a young Latina that overcame growing up one of the most heavily impacted communities by the War on Drugs to go on to be a Minority Owner of a social equity retail cannabis business in the City of Los Angeles. Through its Owners / Members and officers, our Company will bring the Traditional brand to the City of Fresno (“Fresno” or the “City”) and operate an all-inclusive, elevated cannabis retail business that is custom-tailored and completely integrative and symbiotic with the local neighborhood. I. Social Policies & Local Enterprise Our Company has set forth a Social Policies & Local Enterprise Plan that we are confident will meet and exceed the requirements set forth by City. On that note, we consider the employees to be our most valuable resources and the local community to be our most important stakeholder. As such, our Company will offer employee training and continuing education to ensure our staff is knowledgeable about customer service, as well as trends and information on the cannabis products we carry. It is our intention to have a locally diverse, well-educated, and knowledgeable staff from social equity backgrounds. Training shall include topics such as, but not limited to: (i) Applicable local and State rules and regulations; (ii) safe handling of cannabis and cannabis products, including an overview of common industry hazards, current health and safety standards, and cannabis retail business best practices; (iii) guidelines provided by the City and State, (iv) METRC, the State’s track and trace system; (v) proper use of security measures and controls adopted to prevent diversion, theft, or loss of cannabis products; (vi) legal requirements for remaining compliant as a licensed employee; regulatory inspection preparedness; (vii) law enforcement interaction; (viii) diversity, including gender identity, racial equity, and inclusivity; and (ix) HR policies. Our Company is an equal opportunity employer, looking to invest in the local community. We will have a Company policy preference to hire local employees and those from social equity backgrounds, and we will pay our all employees a “living wage”. rTRADITIONALl Section 2 – Social Policy & Local Enterprise Plan Page 2 of 16 II. Community Reinvestment In support on the Social Policies & Local Enterprise Plan articulated below, our Company will commit via a Community Benefits Agreement to donate the equivalent of 3% of “gross receipts” to local community organizations / nonprofits in Fresno and/or the Fresno Community Reinvestment Fund with the specific allocation of funds to be determined by our Company working with the City and local community organizations / nonprofits in Fresno—over and above any cannabis business taxes! III. Workforce Plan – Employee Commitments III.A Living Wage Our Company is committed to providing a living wage to employees and will ensure our wages are in compliance with the current minimum wage as adopted by the State. Our Company uses the following benchmark for the definition of “living wage”: 200% of the Federal Poverty Level for a family of two. The current Federal Poverty Level for a family of two is . Using these benchmarks (which are just the bare minimum), our Company’s definition of “living wage” is at least per year for full-time employees and (ii) $16.00 per hour for part-time employees and independent contractors. This is above the current minimum wage as adopted by the State of $12.00 per hour. Demonstrating its commitment to paying its employees a “living wage”, below the employment roles in our cannabis retail business and the annual salary for those positions: (i) Retailer Manager: N/A - Owner / Member; (ii) Chief Compliance Officer: ; (iii) Real Estate Development Officer: (iv) Chief Medical Officer: ; (v) Community Liaison: ; (vi) Bookkeeper / Administration: ; (vii) Dispensary General Manager: ; (viii) Assistant Dispensary General Manager: ; (ix) Dispensary Sales Representatives: and (x) Delivery Drivers: . Our Company shall conduct semi-annual performance reviews to ensure employees are meeting satisfactory work standards, and we shall use this opportunity to administer raises. Our Company utilizes a system of formal performance evaluations as a necessary management tool to ensure satisfactory performance is maintained at all times and to aid in decisions regarding promotions, compensation, training, and disciplinary action. Employees will be given an opportunity to provide feedback on their work performance as well. Our Company believes having open communication is paramount to our success. The appraisal system is designed to focus on the job performance of the individual as it relates to the individual’s job description, to assess progress, set goals, and identify improvements needed. The performance evaluation process enhances teamwork and promotes open, ongoing communication. Section 2 – Social Policy & Local Enterprise Plan Page 3 of 16 III.B Employee Education Assistance Our Company will reasonably accommodate and assist any employee who wants to attend conferences, classes, or educational workshops, in particular educational workshops held by our Company, which will allow them to become more knowledgeable and, therefore, better employees. We strongly encourage educational programs, which highlight safety and security in cannabis to ensure the Company can provide the best experience for our customers. Our Company will pay any fees associated with any conferences, classes, or educational workshops that employees wish to attend in order to allow them these opportunities of continuing education. Our Company will be a leader in educating its staff and thereby its customers about the different strains of cannabis current availability, methods of ingestion and the effects of each strain. We will coordinate with medical professionals knowledgeable regarding cannabis and cannabinoid therapies to curate ongoing staff and educational materials. By employing this strategy our staff will have the tools to provide customers and patients with the most up-to-date information about cannabis and the growing list of aliments it can benefit and the effects on the body and mind. III.C Overtime Non-exempt employees will be paid overtime (one and one-half times the regular rate of pay) for all hours worked over eight in one workday, over 40 in one work week, and for the first eight hours of work performed on the seventh consecutive workday in one work week, without regard to the total number of hours worked in the previous six days. Overtime is paid at the rate of double the regular rate of pay for every hour worked after the completion of eight hours worked on the 7th consecutive workday in any workweek. In addition, overtime is paid at the rate of two times the regular rate of pay for every hour worked after the completion of 12 hours worked in one workday. III.D Rest & Meal Periods Non-exempt employees who work shifts over five hours in length are required to take an unpaid 30-minute meal period, to be taken before the end of the 5th work hour. Non-exempt employees who work in excess of 10 hours in a day are entitled to a 2nd, 30-minute meal period, to be taken before the end of the tenth hour. Meal periods should not be taken at the employee’s work area. III.E Personal Leave of Absence Unpaid personal leave of absence may be granted, upon request, to regular full-time employees for important pressing personal needs subject to the following provisions: unpaid personal leave may only be requested once all other appropriate leave balances have been exhausted. Our Company will attempt to hold an employee’s position open for the period of unpaid personal leave if such leave is six weeks or less. If leave is greater than six weeks, the employee, if qualified, will be entitled to the first reemployment opportunity available over the next six months. Employee health benefits will be continued in the same manner as received prior to the leave, if the leave is for six weeks or less, but the employee will be expected to remit payment for the employee's portion of the health insurance premium prior to departing for unpaid personal leave, and in an amount equivalent to the expected period of absence. If an employee requests leave which will extend beyond the 6-week period, he/she will be advised of his / her COBRA rights. Section 2 – Social Policy & Local Enterprise Plan Page 4 of 16 III.F Vacation Vacation accrual begins after completing the 90-day orientation period per the schedule below: Years of Service Hours per year Hours accrual rate 0-4 years 80 .058 5+ 120 .061 III.G Sick Leave All employees part-time, full-time, and temporary employees will receive sick leave as follows: (i) Lump Sum Method: Our Company will provide eligible employees with five days or 40 hours of paid sick time on their first day of employment with our Company that will be bank each year on the employee’s anniversary date; (ii) Accrual Method: Employees will accrue one hour of paid sick leave for every 30 hours worked. III.H Leave for Specific Circumstances Our Company’s Employee Handbook grants employee leave under the following specific circumstances: (i) Time off to Vote; (ii) Bereavement Leave; (iii) Jury Duty; (iv) Witness Duty; (v) Temporary Disability Leave; (vi) Volunteer Emergency Responder Leave; (vii) Victims of Felony Crime Leave; (viii) Civil Air Patrol Leave; (ix) School Leave for Disciplinary Matters; (x) Bone Marrow Donation Leave; (xi) Organ Donation Leave; (xii) Pregnancy Disability Leave; (xiii) Military Leave; (xiv) Military Spousal Leave; (xv) School Activities Leave; (xvi) Domestic Violence / Sexual Assault Leave; and (xvii) Rehabilitation Leave. III.I Workers’ Compensation As required by law, our Company provides workers’ compensation benefits for the protection of employees with work-related injuries or illnesses. Workers’ compensation insurance provides coverage to employees who receive job related injuries or illnesses. If an employee is injured or becomes ill as a result of his/her job, it is the employee’s responsibility to immediately notify a supervisor of their injury in order to receive benefits. Our Company will advise the employee of the procedure for submitting a workers’ compensation claim. If necessary, injured employees will be referred to a medical care facility. Employees should retain all paperwork provided to them by the medical facility. An employee’s report should contain as many details as possible, including the date, time, description of the illness or injury, and the names of any witnesses. A separate insurance company administers the worker’s compensation insurance. Representatives of this company may contact injured employees regarding their benefits under the plan. III.J Health Benefits Our Company will make group health benefits available to full-time employees who work 30+ hours a week. Pursuant to its desire to provide a “living wage”, our Company shall contribute at least $1.25 per hour or per year per employee. Part-time employees will also be given Section 2 – Social Policy & Local Enterprise Plan Page 5 of 16 an opportunity to participate partially in health group benefits after being employed for at least six months. All employees will receive details about benefits provided, contribution rates, and eligibility in their hiring packet. III.K Retirement Benefits Our Company will make retirement benefits available to full-time employees who work 30+ hours a week after working one year with the Company. Pursuant to its desire to provide a “living wage”, our Company shall look to provide a matching contribution of 3% to whatever the employee contributes to their retirement plan up to a maximum of . IV. Workforce Plan – Hiring Practices IV.A Local & Social Equity Hiring Policy As stated above, our Company’s policy will be to hire employees who live close to our cannabis retail business from the City of Fresno and from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code. In an effort to support our policy initiative, we will also seek to utilize professional services from within the local area to stimulate all sectors of business from physical construction to professional services such as accountants, bookkeepers, and web developers. Accordingly, our Company will commit via a Community Benefits Agreement to having (i) at least 50% of all our employees reside in Fresno and at least 50% employee personnel hours are from employees residing in Fresno AND (ii) at least 50% of all our employees are from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code and at least 50% employee personnel hours are from employees from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code. Our Company will take an all-inclusive approach to hiring and prioritize adults over the age of 21 from Fresno with social equity backgrounds. For our Company, this is a two-fold process. First, residents of Fresno with social equity backgrounds must be actively targeted with job offers and postings. For our Company this means, rather than using traditional job-posting media such Indeed, Craigslist, or other mainstream Internet websites, going directly to local publications targeted / catered towards Fresno residents. On that note, our Company will look to post flyers outside of the company’s proposed cannabis retail business a few months prior to opening with a link to all job postings and availabilities for the cannabis retail business in order to help with hiring local residents. Most importantly and well-beyond passive publications, our Company will look to establish deep ties with local nonprofits and public service organizations. Often times, local nonprofits and public service organizations missions are geared towards helping the members of the local community that our Company seeks to hire as employees. Relatedly, Fresno has a robust educational base for sourcing / recruiting employees with the presence of Fresno State University, Fresno City College, and Clovis Community College. With that point in mind, our Company has already begun engaging with the State Center Community College District on community engagement and hiring initiatives. The second element of our Company’s hiring program involves the interview process, with that point in mind, and recognizing that job interviewing is a specific skill, our Company will work with its community engagement partners to provide interview training to Fresno residents from social equity backgrounds before interviewing with our Company. Section 2 – Social Policy & Local Enterprise Plan Page 6 of 16 To show the good faith effort to hiring 50% of employees from the City of Fresno with social equity backgrounds, our Company will document the following: (i) Records of emails reaching out to community members and organizations; (ii) printed job flyers and list of addresses where flyers were posted and dropped off; (iii) links to localized online job postings; and (vi) proof of attending any local job fairs. In addition, our Company will keep track of job applications that were submitted to our Company and a list of all candidates that were interviewed by our Company where we will have copies showing their home address indicating if they are residents of Fresno. As for verifying social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code, the presents additional challenges for our Company, as certain qualifications for social equity status under Section 9-3316(b)(1) of the Fresno Municipal Code (for example, “Former foster home youth who was in foster care as a minor” and “receiving public assistance”) are inappropriate, or arguably unlawful, inquiries during the interview process. As a result, our Company will employ legal counsel specialized in employment law to develop solutions for acquiring and retaining verification documentation of social equity status as defined in Section 9- 3316(b)(1) of the Fresno Municipal Code in a way that provides all potential social equity backgrounds an equal opportunity in our Company’s hiring process. One such solution that our Company is considering to this legal / human resources obstacle is to partner with the City or local community organizations to have the City or local community organizations do the vetting of social equity status under Section 9-3316(b)(1) of the Fresno Municipal Code (who may not have the same legal obstacles as our Company) and then forward vetted candidates to our Company for interviews. If after our Company reaches out to various resources in order to hire local, social equity candidates, our Company is unable to meet its goals of 50% of employees personnel hours from Fresno residents from social equity backgrounds, our Company will attempt to coordinate with the City and other approved cannabis businesses in City to host a local “Cannabis Job Fair”. If after hosting its own “Cannabis Job Fair”, our Company is still unable to meet local and social equity hiring goals, we will then look to use more traditional job platforms such as Indeed and ZipRecruiter to hire the remaining employees needed to properly staff the cannabis retail business, and our Company will collaborate with the City to determine other ways to divert additional community benefits to the City of Fresno and its residents, such as increased public benefits via its Community Benefits Agreement. IV.B Expungement Clinics Our Company is committed to helping individuals from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code overcome obstacles to employment regardless of whether such individuals end up working for our Company. One such obstacle is criminal records. Our Company will host expungement fairs for individuals from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code and others with community partners. IV.C Social Equity Incubator / Apprenticeship Program Our Company will commit via a Community Benefits Agreement 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, and/or other technical assistance support. Appreciating that it is paramount to address the negative consequences of the War on Section 2 – Social Policy & Local Enterprise Plan Page 7 of 16 Drugs, our Company believes that individuals negatively impacted by the War on Drugs should have resources available to assist them in participating in the cannabis industry. Accordingly, our Company’s Owners / Members have a long history of embracing cannabis Social Equity Programs throughout the State and through their existing cannabis retail business operations. To illustrate, Minority Owner / Member & Retailer Manager, Aaron Mamann, is an Owner / Member of three Social Equity cannabis businesses in the City of Los Angeles and Majority Owner / Member, Ana Garcia, is an Owner / Member of one Social Equity cannabis retail business approved applicant in the City of Los Angeles. IV.D Diversity Policy Consistent with its our mission, we will provide a welcoming workplace and will promote the involvement of diverse employees and diverse groups in its operations. As a result, our Company will implement a zero-tolerance policy relating to discrimination and employees will be encouraged to report any and all occurrences of workplace discrimination. Our Company will monitor discrimination in the workplace and immediately address any discovery of discrimination. We will also train employees to identify workplace discrimination in the context of two general categories: (i) overt discrimination and (ii) covert discrimination. IV.E Equal Opportunity Employment It is the policy of our Company to provide equal employment opportunities to all qualified individuals and to administer all aspects and conditions of employment without regard to the following: race, color, age, sex, sexual orientation, gender, gender identity, religion, national origin, pregnancy, marital status, AIDS/HIV, genetic information, including family medical history, physical or mental disability, medical condition, political activities or affiliations, child or spousal support withholding, domestic violence, assault, or stalking victim status, lawful conduct occurring during nonworking hours away from the employer’s premises, military or veteran status, credit report or credit information, prior non-conviction arrest record, citizenship and/or immigration status, or any other protected class, in accordance with applicable federal, state, and local laws. We take allegations of discrimination, intimidation, harassment, and retaliation very seriously and will promptly conduct an investigation when warranted. If any of our employees are caught violating this policy, they will be subject to IMMEDIATE disciplinary action. V. Workforce Plan – Employee Training V.A Regulatory Knowledge & Education Our Company’s top priority when training its employees will be for it to understand the rules and regulations that govern the cannabis retail business in order to run a safe and compliant workplace. Our Company will ensure that the training will be at least two hours long and cover the below modules: (i) Health and safety concerns of cannabis use, including the responsible use of cannabis, its physical effects, onset of physiological effects; (ii) Recognizing signs of impairment and appropriate responses in the event of overconsumption; (iii) Laws and regulations on driving while under the influence; (iv) Prohibiting sales to minors; (v) Daily sales limits to customers and patients; (vi) Acceptable forms of identification as well as how to check identification and common Section 2 – Social Policy & Local Enterprise Plan Page 8 of 16 mistakes made in verification; (vii) Safe and secure storage of cannabis; (viii) Compliance with all inventory tracking system regulations; (ix) Waste handling, management, and disposal; (x) Health and safety standards; (xi) Maintenance of records; (xii) Security and surveillance requirements; (xiii) Permitting inspections by the City and State; and (xiv) Packaging and labeling requirement for all cannabis products. V.B Cannabis Knowledge Our Company will train employees about general information in regards to cannabis in order to better inform themselves and the customer. This will include the detailed information that goes over the following topics: (i) What cannabis is; (ii) The different ways cannabis is smoked and consumed; (iii) How cannabis effects the brain in short-term and long-term effects; (iv) Suggested consumption methods and dosing guidelines; (v) Understanding edible consumption and dosage; (vi) Customers guidelines to safe cannabis use; (viii) What the physical effects are of using cannabis and cannabis products; (ix) The mental effects of cannabis and cannabis products; (x) Long term effects of cannabis use; (xi) Treatments for Cannabis Use Disorder; (xii) Effects of secondhand cannabis smoke; (xiii) Cannabis as a possible gateway drug; (xiv) Overdosing on cannabis; (xv) Cannabis addiction; and (xvi) Dangers of synthetic cannabinoids. Dispensary employees will be trained on how to interact with customers, give recommendations based on their requests, give advice, guidance, and counsel customers on products. Dispensary employees will not give medical advice, as they are not licensed health professionals, and will be advised to tell customers to talk to their physician. Our Company holds a high expectation for employees’ knowledge of cannabis quality and strains. Accordingly, our Company will put together Information Sheets from the cannabis products we receive from our vendors and compile it in a binder that all staff can access and reference. These Information Sheets will include a description of the product, how it was cultivated or manufactured, and what effects to associate with the product. Our Company will require employees to take a quiz on Cannabis and Regulatory Knowledge and be expected to pass it by their third try. If they do not pass the quiz the employee will not be hired. V.C Security Training Our Company understands that security is of paramount importance. We are keenly aware of the added security challenges that a business of this nature faces, and we have taken extensive measures to have professionally-vetted policies, procedures, and systems in place to provide comprehensive protection, not only for our physical store, but also for our employees. Our Company will train managers on how to use the security alarms set up by the alarm company and then train all necessary employees on how the system works. It is critical that employees understand exactly what to do when specific breaches and threats take place. This ensures employee and customer safety and gives law enforcement and security personnel the ability to respond to a specific rapid response without fear of injury. Our Company’s Security Officer will provide specific training to management and employees in the following areas: (i) Security awareness training; (ii) responding to a robbery attempt; (iii) interacting with a disruptive customer; (iv) alarm activation response; (v) attempted theft; (vi) working with local law enforcement; (vii) medical emergencies; (viii) proper use of the “panic button”; (ix) being a good Section 2 – Social Policy & Local Enterprise Plan Page 9 of 16 witness/report writing; (x) theft and diversion training; (xi) OSHA compliance; and (xii) training developed for all compliance issues. In addition to the items listed above, our Community Liaison will work with security companies and with management to design and implement continued training in security related matters on a regular basis. Employees shall be tested on training content and must pass a comprehensive test by their third attempt in order to remain employed. All staff shall also go through periodic refresher seminars, as well as new training on any policy updates or changes in procedure. All emergency procedures will be rehearsed in periodic drills. In addition to training and periodic drills, all employees will receive official Company reference material, written in plain English and presented in an easy-to-use outline format, explaining all operational, safety, and security policies and protocols. In developing our official safety and security policies, our Company shall consult with local law enforcement. We shall also work with local law enforcement to develop effective ongoing employee training seminars and practices especially in developing our policies and training procedures on crime prevention and security threat response. After the security-related training, all employees should be able to: (i) know how to assess situations to determine the type and level of threat they may pose; (ii) know how to respond to different kinds of security threats; (iii) know which types of situations warrant the activation of panic buttons; and (iv) know how to proceed when a security alarm goes off or a panic buttons has been activated V.D Dispensary Operational Procedures V.D.1 Training Delivery Our Company believes that the better informed our employees are, the better they can answer questions and teach our customers how to safely use and enjoy the cannabis products we will carry. To ensure all employees are properly, our Company utilizes the following approaches to employee training: (i) New hire training; (ii) hands-on training; and (iii) employee-to-employee training. Additionally and as highlighted above in training subject specific sections, employees will be tested on training content and must pass the test by their third attempt in order to remain employed. All employees will go through annual refresher training, as well as new training on any policy updates or changes in procedure as they arise. V.D.2 New Hire Training Upon starting with our Company, all new employees will attend a full eight hour Employee Educational Course that will coincide with the Regulatory and Cannabis Knowledge, and Security Measure Training and focus on the following subjects: (i) Point-of-sale (“POS”) system; (ii) State inventory system, METRC; (iii) time and attendance system; (iv) medical patient verification; (v) adult-use age verification; (vi) inventory control; (vii) cannabis laws and regulations; (viii) secure electronic record keeping; (ix) procedures for patient and customer reception and registration; and (x) procedures for cannabis product sales. Further, our Company will also encourage all employees to work on continuing their education in all these fields and will be encouraged to attend third-party courses offered by our Company to pursue the highest levels of cannabis retail business employee qualification. --- Section 2 – Social Policy & Local Enterprise Plan Page 10 of 16 V.D.3 Hands-On Training Our Company follows up new hire training with work one-on-one with new employees to review training materials with them. Regardless whether training is about cannabis products or proper procedures, our Company believes it is important to follow up and test staff’s knowledge. We want staff to be able to articulate knowledge in both words and actions. This ongoing training with staff also ensures employee retention and consists of the following methods: • Management will ask employees a series of increasingly complicated questions. Our Company will work to do their best to ensure staff can be successful when being quizzed. The goal will not be to stump the employees, but to work on building their confidence in being knowledgeable in all policies and procedures. • Management will do role-playing training exercises with employees. Although it can sometimes be an awkward training method, it is also very effective. Role-playing allows our Company to see if employees can effectively articulate information back to us and how employees handle themselves in common operational scenarios. Management will not focus on delivery as is common with forced scenarios, but rather focus on employees’ knowledge and understanding of the training materials and decision-making in the role- playing scenarios. • Management will take turns with an employee where first management will deal with a real customer and one where management will watch how the employee interacts with a customer. Employees will pay attention on how the manager is working with customers, and then attempt to mimic / copy those skills. In so doing, management will make close observation of employees as they perform their duties and make notes and either positively correct, or give approval, as needed. V.D.4 Employee-to-Employee Training Employee-to-employee training is a great way for employees to learn information in a non- threatening way and this form of training is the ideal way for employees to learn from one another. Our Company will utilize team-building exercises that allow everyone in the cannabis retail business to come together without the pressures of daily routines. Management will also be responsible for assigning sales associates for training on any area where an employee requires additional training. VI. Workforce Plan – Codes of Conduct VI.A Drug Free / Alcohol Free Our Company is dedicated to providing employees with a workplace that is free of drugs and alcohol. For the safety of our employees and customers, we reserve the right to test any employee for the use of illegal drugs or alcohol under state, federal, or local laws. This may be done in cases where the employee’s job carries a risk of injury or accident due to such use, or if there is an apparent inability to perform the duties required of that position. Any employee found to use, sell, Section 2 – Social Policy & Local Enterprise Plan Page 11 of 16 possess, or distribute drugs that are illegal under state, federal, or local laws, including cannabis, or any unauthorized drugs (including excessive quantities of prescription or over-the-counter drugs) while on the Company premises, performing Company-related duties, or while operating any Company equipment is subject to disciplinary action, up to and including termination of employment. Any suspected illegal drugs confiscated will be turned over to the appropriate law enforcement agency. VI.B Sexual Harassment & Other Unlawful Harassment Applicable federal and state law defines sexual harassment as unwanted sexual advances, requests for sexual favors, or visual, verbal, or physical conduct of a sexual nature when: (i) submission of the conduct is made a term or condition of employment; (ii) submission to or rejection of the conduct is used as basis for employment decisions affecting the individual; or (iii) the conduct has the purpose or effect of unreasonably interfering with the employees work performance or creating an intimidating, hostile, or offensive working environment. Sexual harassment and unlawful harassment are prohibited behavior and against Company policy. Our Company is committed to providing a work environment free of inappropriate and disrespectful behavior, intimidation, communications, and other conduct directed at an individual because of their sex, including conduct that may be defined as sexual harassment. VI.B.1 Other Types of Harassment Prohibited harassment on the basis of race, color, religion, national origin, ancestry, physical or mental disability, veteran status, age, or any other basis protected under local, state or federal law, includes behavior similar to sexual harassment, such as: verbal conduct such as threats, epithets, derogatory comments, or slurs; visual conduct such as derogatory posters, photographs, cartoons, drawings, or gestures; physical conduct such as assault, unwanted touching, or blocking normal movement; and retaliation for reporting harassment or threatening to report harassment. VI.B.2 Retaliation It is against our Company’s policies and unlawful to retaliate in any way against anyone who has lodged a harassment complaint, has expressed a concern about harassment, including sexual harassment, or has cooperated in a harassment investigation. Therefore, the initiation of a complaint, in good faith, will not under any circumstances be grounds for disciplinary action. VI.B.3 Enforcement All managers and supervisors are responsible for: (i) Implementing our Company’s policies on harassment, which includes, but is not limited to, sexual harassment and retaliation; (ii) ensuring that all employees they supervise have knowledge of and understand our Company’s policies; (iii) reporting any complaints of misconduct to the designated Company representative so they may be investigated and resolved immediately; (iv) taking and/or assisting in prompt and appropriate corrective action when necessary to ensure compliance with the policy; and (v) conducting themselves in a manner consistent with our Company’s policies on harassment. Section 2 – Social Policy & Local Enterprise Plan Page 12 of 16 VI.C Abusive Conduct Abusive conduct means malicious conduct of an employer or employee in the workplace that a reasonable person would find hostile, offensive, and unrelated to an employer’s legitimate business interests. Abusive conduct may include repeated infliction of verbal abuse, such as the use of derogatory remarks, insults, and epithets, verbal or physical conduct that a reasonable person would find threatening, intimidating, or humiliating, or the gratuitous sabotage or undermining of a person’s work performance. Our Company considers abusive conduct in the workplace unacceptable and will not tolerate it under any circumstances. Employees should report any abusive conduct to a supervisor or manager with whom employees are comfortable speaking. Supervisors and managers are to assume the responsibility to ensure employees are not subjected to abusive conduct. All complaints will be treated seriously and investigated promptly. During the investigation process our Company will attempt to maintain confidentiality to the fullest extent possible. It is a violation of Company policy to retaliate or otherwise victimize an employee who makes a complaint or a witness who serves in the investigation of the abusive conduct allegation. VI.D Open Door Policy We encourage employees to bring their work-related questions, suggestions, and complaints to our Company’s attention. Employee input is important to us, and they should bring their good faith concerns to the attention of management without the fear of retaliation. We will consider and investigate the concerns brought to our attention in order to attempt to resolve problems and/or improve our operations. We hope to be able to satisfactorily resolve most matters. VI.E Workplace Safety We are committed to providing and maintaining a healthy and safe work environment for all employees. However, a safety program can only be successful if everyone cooperates. Employee assistance in eliminating hazards and unsafe conditions and attention to good housekeeping will do much to make our Company a safe place to work. As a result, every employee is required to follow safe and healthy work practices at all times. Employees may be subject to discipline for engaging in any unsafe or unhealthy work practices. In addition to compliance with safety measures imposed by federal Occupational Safety and Health Act (“OSHA”) and state law, our Company has an independent interest in making its facilities a safe and healthy place to work. Our Company recognizes that employees may be in a position to notice dangerous conditions and practices and therefore encourages employees to report such conditions, as well as all non- functioning or hazardous equipment, to a supervisor or manager immediately. Following employee reporting, our Company will take appropriate remedial measures. Employees will not be retaliated or discriminated against for reporting of accidents, injuries, or illnesses, filing of safety-related complaints, or requesting to see injury and illness logs. Employees are required to promptly report all injuries at work, or other work-related injuries, no matter how minor, to their immediate supervisor. Supervisors are responsible for obtaining first aid and proper medical care, and promptly reporting the injury to Human Resources, who will fill out all appropriate forms and reports. The location of the nearest doctor and/or medical facility is posted on the bulletin board(s). An employee’s employment status will not be affected by the Section 2 – Social Policy & Local Enterprise Plan Page 13 of 16 report of a work-related injury or the filing of a workers’ compensation claim. Our Company provides insurance for all work-related injuries or illness. VII. Number of Employees & Job Descriptions Below is the chart of our expected number of employees for starting up and the first three full years of operation: VII.A Job Descriptions and Duties VII.A.1 Retailer Manager Our Company’s Retailer Manager is the senior executive officer for our overall Company and overall cannabis retail business operation and has direct authority, control, or supervision over all personnel. VII.A.2 Real Estate Development Officer Our Company’s Real Estate Development Officer is a real estate professional to advise our Company’s executive officers on the location, acquisition, development, and construction of cannabis retail businesses in the State. VII.A.3 Community Liaison / Community Organizer Our Company’s Community Liaison is a senior executive officer that serves as our Company’s point-of-contact for on-site community relations to whom government representatives and members of the community can provide notice if there are operating problems associated with our Company’s cannabis retail business. VII.A.4 Chief Medical Officer Our Company’s Medical Officer is a licensed physician responsible for advising our Company’s Personnel Annual Salary 2020 2021 2022 2023 2024 Retailer Manager 1 1 1 1 1 Chief Compliance Officer $ 0 1 1 1 1 Community Liaison $ 0 1 1 1 1 Chief Medical Officer $ 0 1 1 1 1 Real Estate Development Officer $ 0 1 1 1 1 Bookkeeper / Administration $ 0 1 1 1 1 Dispensary General Manager $ 0 1 1 1 1 Assistant Dispensary General Manager $ 0 2 2 3 3 Dispensary Sales Representatives $ 0 4 5 6 7 Delivery Drivers $ 0 1 1 2 2 Security Guards At least $ per hour 0 4 4 5 5 1 18 19 23 24Total Section 2 – Social Policy & Local Enterprise Plan Page 14 of 16 executive officers on the selection, purchasing, and development of medical-grade cannabis and cannabinoid pharmaceuticals for our cannabis retail business’s cannabis product inventory. VII.A.5 Chief Compliance Officer Our Company’s Compliance Officer is the senior executive officer that responsible for ensuring our cannabis retail business operates in compliance with the State and City law and day-to-day executive officer responsible for inventory, tracking, and control of all cannabis and cannabis products to include all procurement and quality control of cannabis and cannabis products and has direct authority, control, or supervision over all personnel who engage in accounting for and quality control of cannabis and cannabis products. As a result, our Company’s Compliance Officer will serve as the administrator for our Company’s track and trace systems. VII.A.6 Bookkeeper / Administration Our Company’s Bookkeeper / Administration is an employee that provides general financial and administrative support to our Company and frontline employee working directly for our Company’s Compliance Officer. They will perform analytical reviews of financial results and assist with developing and reviewing key performance indicators as well as execute a variety of general accounting support tasks and will function in accordance with established standards, procedures, and applicable laws VII.A.7 Dispensary General Manager Our Company’s Dispensary General Manager (“GM”) is the day-to-day supervisor of our Company’s cannabis retail business operation and has direct authority, control, or supervision over all personnel who engage in the retail sale of cannabis and cannabis products. The GM serves as a role model, liaison, and resource for cannabis retail business staff concerning products and services, policies and procedures, industry news and changes in regulations. They ensure compliance with all State and local rules and regulations, and directly supervises the activity within the cannabis retail business to include staff training and education. The GM manages the receipt, storage and auditing of all inventory, and are responsible for ordering new inventory and supplies, and maintains accurate records. The GM resolves all inventory discrepancies and reconciliations while accurately documenting all inventory movements to be recorded in the company’s track and trace system and into the State’s track and trace software, METRC in order to identify the proper location and quantity of product at all time. The GM supervises assistant managers on all daily tasks consistent with established procedures with an emphasis on inventory control actions such as receiving, counting and inspecting all incoming cannabis products for quality and compliance; implement HR policies, programs, and systems in support of company initiatives; directs all compliance efforts for the company to minimize risk and deal with any internal conflicts. The GM will conduct investigations: respond to unemployment claims, EEOC, DOL, and/or employee relation issues such as employee complaints, harassment allegations, and civic rights complaints. The GM conduct exit interviews, analyze data, and make recommendations to corporate management team for corrective action and continuous improvement as well as conduct performance reviews with employees and monitor employee productivity, attitudes, and --- Section 2 – Social Policy & Local Enterprise Plan Page 15 of 16 performance results. They will maintain excellent facilities conducive to enhancing employee productivity and compliance, and ensure employee safety, wellness, health and welfare. VII.A.8 Assistant Dispensary General Managers Our Assistant Dispensary General Managers (“AM”) assist our GM with day-to-day operations of the cannabis retail cannabis retail business in accordance with the State of California, local regulations, and standards set by our Company. The AM will help maintain organization and operations at the cannabis retail business with detail to inventory duties. Assistance is also given to the sales team to ensure efficiency and customer satisfaction. The AM will provide support to store manager and all employees, and patients/customers. Overall duties also include: light cash- handling, training, providing policy and procedure updates, and keeping updated with industry news and cannabis product information. The AM provides management and leadership in the cannabis retail business to include monitoring all point-of-sale transactions. They respond to all staff questions, concerns, or suggestions within scope and reports to the GM for resolution. The AM directs and monitors sales representatives to accomplish goals of the days consistent with established operational procedures. The AM maintains records required by public health law and ensures quality assurance plans, including but not limited to plans to detect, identify, and prevent dispensing errors related to product packaging and labeling. The AM monitors employee productivity, attitudes, and performance results, and make recommendations to the GM for corrective action and continuous improvement for product and policies. The AM Responds to all patient/customer complaints, requests, concerns, suggestions and takes action when directed by the GM to resolve conflicts including responses and replies across social platforms. The AM manages the receipt, storage, record keeping, and auditing of all inventory, and maintaining cannabis retail business compliance and cleanliness. The AM performs inventory control actions such as receiving, counting, and inspecting for quality and compliance. The AM assists the GM (i) in accurately documenting all inventory movements to be recorded in the company’s track and trace system and into the State’s track and trace software, METRC to identify the proper location and quantity of product at all time and (ii) with bi-monthly reconciliation inventory counts based on company requirements, and works with the store manager to resolve all inventory discrepancies and light-cash handling. VII.A.9 Dispensary Sales Representatives Our sales representatives (“SR”) assist guests, clients, vendors, and management whenever possible. Our SR assist the management team with the activities and operations of the store, while abiding by policies, procedures, and operational guidelines. The SR is responsible for helping customers, checking them out, cash handling, and customer service. They welcome visitors by warmly greeting them, in person or on the telephone and answering or directing inquiries through proper channels. They accurately process payments from customers; issues receipts, refunds, credits, and change. They establish or identify prices of goods, services or admission; tabulates bills using calculators, cash registers, and optical price scanners. The SR operates a cash register and itemize total purchases by recording prices, departments, taxable and nontaxable items and balance cash drawers by counting cash at beginning and end of work shift to ensure that amounts are correct and that there is adequate change. The SR helps maintain a compliant and clean Section 2 – Social Policy & Local Enterprise Plan Page 16 of 16 cannabis retail business and assures side-work completion every shift. They establish, develop, and maintain relationships with current and prospective customers to generate business for our cannabis products. They use information-based training to educate customers with the SR expected to continue education on all products. They maintain product knowledge of all products in-store in order to communicate to customers and patients. They ensure the sales floor is properly stocked and the cleanliness of the store is well maintained. The SR promotes a work environment that is positive, customer-service oriented, and compliant with established policies and procedures. VII.A.10 Delivery Drivers Our delivery drivers have similar responsibilities to our SR, but with the added responsibilities of handling proper record receipts to be given and signed by customers, and understands safety and delivery compliance protocols for all deliveries. They must obey all traffic laws and always have all necessary paperwork required by the City and State at all times via hard copy or electronically. VII.A.11 Security Guards Our Company will use a third-party security company that will ensure the safety of customers and employees and the protection of assets. This is accomplished through the use of foot patrols, professional presence, camera monitoring, escort procedures, access control, and enforcement of company security policies. All security guards will be certified through the Bureau of Security and Investigative Services. They will check identification cards for all persons entering cannabis retail business to ensure only those over the age of 21, or those over 18 with a proper medical recommendation are let inside the cannabis sales area. TRADITIONAL - FRESNO - AGK LLC ATTN: ARTHUR REYNA, ATTORNEY AT LAW PHONE: | EMAIL: AR@ARTHURREYNALAW.COM Page 1 of 19 Neighborhood Compatibility Plan for Traditional - Fresno - AGK LLC Introduction & Executive Summary Traditional - Fresno - AGK LLC (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of cannabis businesses—in particular cannabis retail businesses—throughout the State of California. Our Company’s Owners / Members are a team of experienced professionals and stalwarts of the cannabis industry that include: (i) the owner and operator of one of the largest and most successful cannabis business portfolios in California and the U.S. with an established dedication and investment in social equity cannabis businesses and (ii) a young Latina that overcame growing up one of the most heavily impacted communities by the War on Drugs to go on to be a Minority Owner of a social equity retail cannabis business in the City of Los Angeles. Through its Owners / Members and officers, our Company will bring the Traditional brand to the City of Fresno (“Fresno” or the “City”) and operate an all-inclusive, elevated cannabis retail business that is custom-tailored and completely integrative and symbiotic with the local neighborhood. Accordingly, our Company will manage its operations in a manner that curbs any potential nuisance or detriment to the public health, safety, convenience, and welfare of people residing, working, visiting, or recreating in the area and the larger community. The following policies— which together constitute our “Good Neighbor Policy”—are in place to demonstrate how we as a business will achieve this objective and how we will manage our staff and operations to minimize and remove any and all negative impacts. I. Nuisance Mitigation & Neighborhood Protection Our Company will establish and operate a cannabis storefront retailer (the “dispensary”), pursuant to a Commercial Cannabis Business Permit issued by the City. At a high-level, the Company will conduct the following activities as part of its dispensary operation: (i) our Company will purchase, from licensed distributors, finished cannabis and cannabis products (“cannabis products”) that have undergone the quality assurance, inspection, and testing procedures contained in Section 26110 of the California Business and Professions Code (the “B&P Code”) and (ii) our Company will offer cannabis products for retail sale to customers and patients (“customers”) at the dispensary and via delivery vehicles from the dispensary. rTRADITIONALl Section 3 – Neighborhood Compatibility Plan Page 2 of 19 I.A Nuisance Mitigation & Consumer Protection Practices As part of our Company’s Good Neighbor Policy, the dispensary shall implement and enforce the following operational requirements to prevent its cannabis dispensary from becoming a public nuisance: • An Onsite Manager to whom emergency notice can be provided shall be present in the dispensary at all times during hours of operation. Our Company will also provide employees, the City, and local business and residents with the name and telephone number of an Owner or Manager to whom emergency notice may be provided twenty-four (24) hours a day. Contact information for our Company’s Onsite Manager(s) and community relations contact (“Community Liaison”) shall be made readily available both via our Company’s website and on file with the City and State. • Our Company will provide the City and all businesses and residences located within 1,000 feet of the dispensary premises with the name, telephone number, and email address of a designated Community Liaison to whom notice of problems associated with the business can be provided. The Community Liaison shall respond to any such complaints within forty-eight (48) hours of receipt of any complaint. • Our Company shall prominently display a copy of its State and City-issued permits in a conspicuous location visible and accessible to customers and the public. • At no time shall any of the following items be allowed in the dispensary or on the property grounds: (i) any controlled substance, other than cannabis; (ii) any paraphernalia used for the ingestion of any type of controlled substance, including cannabis (except for cannabis accessories for incidental retail sale to customers); (iii) alcoholic beverages; or (iv) firearms, except in strict compliance with federal, State, and City laws and regulations. These prohibitions will be strictly enforced by employees and security personnel. • All cannabis products sold by our Company shall be cultivated, manufactured, and transported by licensed facilities that maintain operations in full conformance with State and local regulations; to track and report on all aspects of the cannabis outlet, our Company shall have in place a point-of-sale or management inventory tracking system, which shall have the capability to produce historical transactional data for review and shall be in compliance with the State’s track-and-trace system, METRC. • Our Company shall not sell alcoholic beverages or tobacco at the dispensary and shall prohibit the smoking, vaporization, ingestion, or consumption of alcohol, tobacco, or cannabis in any form at the dispensary and on the dispensary premises. No employee shall be under the influence of alcohol or drugs while on the dispensary premises. • Our Company shall not have an onsite physician for the purpose of evaluating patients for issuance of a medicinal cannabis recommendation or identification card nor shall our Company give or offer to give any form of remuneration to a physician if the physician or his or her immediate family have a “financial interest” (as that term is defined in Section Section 3 – Neighborhood Compatibility Plan Page 3 of 19 650.01 of the California Business and Professions Code (“B&P Code”) in our Company or its cannabis outlet. • Our Company shall not distribute any form of advertising for physician recommendations for medicinal cannabis unless the advertisement bears the notice contained in Section 2525.5 of the B&P Code. • Our Company shall not hire to employ any person under 21 years of age at the dispensary. Our Company shall not allow any individual under the age of 21 in the dispensary unless the individual has a medical recommendation and is over the age of 18. • Our Company shall not discriminate or exclude patrons in violation of local, State, or federal laws and regulations. • Our Company shall ensure that no outdoor storage of cannabis or cannabis products occurs at the dispensary at any time and shall ensure that cannabis or cannabis products, or graphics depicting cannabis or cannabis products, shall not be visible with the naked eye from the exterior of the dispensary or from any public or other private property owned or controlled by our Company. • Our Company shall ensure outdoor trash receptacles shall be available near the entrances to and exits of the dispensary, and the dispensary shall be continuously maintained in a safe, clean, and orderly condition with twice daily litter pick‐up within 50 feet of the dispensary. Such litter pick‐up shall include inspections for graffiti, which shall be removed within 24 hours of detection. • Our Company shall ensure that all areas recorded by the video surveillance system shall at all times have adequate lighting to allow the surveillance cameras to effectively record images. • All exterior windows, doors, loading and unloading docks or bays, and any points of ingress or egress into the dispensary shall be secured from unauthorized entry by commercial grade, nonresidential locks, and in a manner approved by the Fresno Police Department. The exterior of each of the foregoing areas shall be illuminated during evening and early morning hours. The ingress and egress points of any storage areas for cannabis or cannabis products shall be locked and secured at all times, and under the control of and accessible only by our Company’s authorized personnel. • All waste generated by or resulting from commercial cannabis activities shall be disposed of as required by law, and pending disposal shall be stored in a locked and secure area that is under the control of and accessible only by our Company’s authorized personnel. • Our Company shall employ odor control devices and techniques to ensure that odors from cannabis and cannabis products are not detectable offsite of the dispensary. Section 3 – Neighborhood Compatibility Plan Page 4 of 19 • Signage for the dispensary shall comply with the Fresno Municipal Code, including, but not limited to, seeking the issuance of a sign permit, if required. • Our Company shall notify customers of the following verbally (or by written agreement) and by posting of a notice or notices in a minimum of 24-point font conspicuously within the dispensary: o “The sale or diversion of cannabis or cannabis products without a license issued by the City of Fresno is a violation of State law and the Fresno Municipal Code.” o “Secondary sale, barter, or distribution of cannabis or cannabis products purchased from a licensee is a crime and can lead to arrest.” o “Customers must not loiter in or near these premises and may not consume cannabis or cannabis products in the vicinity of this business or in any place not lawfully permitted. These premises and vicinity are monitored to ensure compliance.” o “WARNING: The use of cannabis or cannabis products may impair a person’s ability to drive a motor vehicle or operate heavy machinery.” o “CALIFORNIA PROP. 65 WARNING: Smoking of cannabis and cannabis- derived products will expose you and those in your immediate vicinity to cannabis smoke. Cannabis smoke is known by the State of California to cause cancer.” • Our Company shall prevent loitering within 50 feet of the dispensary; our Company shall take all reasonable steps to discourage and correct conditions that constitute a nuisance in parking areas, sidewalks, alleys and areas surrounding the dispensary and adjacent properties during business hours. “Reasonable steps” shall include immediately calling the Fresno Police Department upon observation of the activity and requesting that those engaging in activities that constitute a nuisance or are otherwise illegal to cease those activities, unless personal safety would be threatened in making the request. Our Company will post 12” x 12” signs at entrances, exits, parking lots, and other conspicuous places stating, “LOITERING, PUBLIC DRINKING, OR PUBLIC SMOKING, VAPING, INGESTING OR OTHERWISE CONSUMING CANNABIS ON THE PREMISES OR IN THE AREAS ADJACENT TO THE PROPERTY IS PROHIBITED; NO ONE UNDER THE AGE OF TWENTY-ONE SHALL BE PERMITTED WITHIN THE PREMISES EXCEPT A QUALIFIED PATIENT OVER THE AGE OF EIGHTEEN”. • 12" x 12" signs will be posted in conspicuous places in- and outside of the dispensary stating, “THESE PREMISES ARE BEING DIGITALLY RECORDED; ALARM MONITORED”, notifying the public that the surveillance cameras and alarm monitoring system is operative and is actively monitoring. A visual presentation of our Company’s nuisance mitigation practices can be seen in the architectural renderings presented below. A more detailed discussion on specific nuisance mitigation practices follows the architectural renderings. Section 3 – Neighborhood Compatibility Plan Page 6 of 19 I.B.1 Customer & Patient Policies Agreement Our Company believes each customer and patient acts as an ambassador for our entire cannabis dispensary as well as the cannabis community and the City of Fresno. We want our customers to feel cared for, to be recognized as important to society, and to leave our dispensary inspired to be a positive voice for cannabis and the local community. We have developed the below policies to maintain strong relationships with our surrounding neighborhood and to ensure that all of our customers are treated with respect and dignity. Each customer is required to comply with these policies and our Company reserves the right to refuse service for any violations with no warnings or second chances. These policies will be posted prominently in the lobby and retail sales area and each customer will need to sign a statement agreeing to adhere to these policies. • Customers and patients agree to turn phones, video gaming devices, or other electronics to “silent” or “vibrate”, and to refrain from making or receiving calls while on the sales floor. • Customers and patients agree that they will not use any electronic communication or recording devices while in the dispensary. • Customers and patients may not take photographs or record video or audio on the premises without consent from an authorized employee. • Customers are required to carry valid, government-issued identification and patients must provide proof of their status as a valid California qualified patient or primary caregiver whenever they are visiting the dispensary. • All cannabis obtained through the dispensary is for the personal use of the customer or patient and may not be resold or distributed under any circumstances. • Customers and patients shall be respectful of the neighborhood where the dispensary is located. No loitering, loud music, littering, posting, or soliciting is allowed on or in the vicinity of the dispensary. • Customers and patients and staff are to treat each other with respect and courtesy at all times; offensive, abusive and/or threatening language and/or behavior is prohibited. • Customers and patients are not to bring and/or use alcohol, illegal drugs, or weapons inside or around the dispensary. • Customers and patients are not to misrepresent our Company by posting stickers, posters, or any other materials in any public spaces. • Guests other than prospective customers or patients are prohibited from the dispensary and premises; each customer or patient is responsible for guest behavior at all times on or in the vicinity of the dispensary. • No consumption of cannabis is allowed on or in the vicinity of the dispensary. Section 3 – Neighborhood Compatibility Plan Page 7 of 19 • Customers and patients are limited to one visit per day at the dispensary. • Only qualified service animals are allowed inside the dispensary; all other pets are not allowed. • All cannabis and cannabis products shall be kept in opaque exit packaging and out of sight before leaving the dispensary. • Customers and patients shall be friendly and are encouraged to support our neighbors with patronage. • In case of an emergency (law enforcement action, fire, power outage, etc.) customers and patients are to stay calm and follow instructions from the staff. I.B.2 Noise Preventative Measures To comply with Article 1 of Chapter 10, Noise Regulations, of the City of Fresno Municipal Code, our Company will abide by the following regulations. • Our Company will not exceed 65 decibels (“dBa”) for exterior sounds that may be emitted from the dispensary during business hours and no more than 60 dBa when the business is closed. Our Company will make sure interior sounds do not exceed 50 dBA. • Within the area of the dispensary, our Company will not create, maintain, cause or allow any sound on the property which causes the above sound level, when measured on any other property, to exceed: (i) The allowable exterior sound level for a cumulative period of more than 30 minutes in any hour; (ii) the allowable exterior sound level plus five dBA for a cumulative period of more than 15 minutes in any hour; (iii) the allowable exterior sound level plus ten dBA for a cumulative period of more than five minutes in any hour; (iv) the allowable exterior sound level plus 15 dBA for a cumulative period of more than one minute in any hour; or (v) the allowable exterior sound level plus 20 dBA for any period of time. In the event the ambient sound level exceeds any of the first four sound level categories above, the dispensary will allow the exterior sound level applicable to the category to be increased to reflect ambient sound level. • If the sound level is continuous and goes beyond the reasonably allotted time, security will work with the Onsite Manager to make sure the noise is discontinued or stopped for a time period to the allowable exterior and interior sound level. • Sounds associated with the maintenance of the dispensary will be exempt from the above measures, but our Company will ensure these activities occur between the hours of 7:00 a.m. and 6:00 p.m. every day. Relatedly, sounds associated with the maintenance and inspection of emergency machinery, vehicle, work, or alarm will only occur between the hours of 7:00 a.m. and 6:00 p.m., Monday through Friday. --- Section 3 – Neighborhood Compatibility Plan Page 8 of 19 • If our Company receives noise complaints that are deemed outside of the parameters of the above, we will give all neighboring businesses the Onsite Manager’s information to whom notice can be provided, as well as the name and telephone number of an Owner or Manager of our Company. If our Company receives the complaint, we will immediately address the problem within the hour. I.B.3 Lighting Measures Outdoor lighting systems shall be designed and installed to comply with the following: • The minimum requirements in the California Energy Code for Lighting Zones 1-4 as defined in Chapter 10 of the California Administrative Code; • Backlight, Uplight, and Glare (“BUG”) ratings as defined in IES TM-15-11; and • Allowable BUG ratings not exceeding those listed in the City Municipal Code. The only exceptions to the above outdoor lighting system requirements will be the following: • Luminaires that qualify as exceptions in Section 140.7 of the California Energy Code; • Emergency lighting; • Building façade lighting meeting the requirements in Table 140.7-B of the California Energy Code, Part 6; and • Custom lighting features as allowed by the local enforcing agency. For both interior and exterior lighting, our Company shall utilize best management practices and technologies for reducing glare, light pollution, and light trespass onto adjacent properties, and shall ensure compliance with the following standards: • Exterior lighting systems shall be provided for security purposes in a manner sufficient to provide illumination and clear visibility to all outdoor areas of the dispensary, including all points of ingress and egress. Exterior lighting shall be stationary, fully shielded, directed away from adjacent properties and public rights of way, and of an intensity compatible with the neighborhood. All exterior lighting shall be California Building Code and Fresno Municipal Code compliant. • Outdoor lighting shall utilize energy-efficient fixtures/lamps, such as high-pressure sodium, hard-wired compact florescent, or other lighting technology that is of equal or greater energy efficiency. • Interior light systems shall be fully shielded, including adequate coverings on windows, to confine light and glare to the interior of the structure. The windows will also be tinted to help reduce light trespassing. --- Section 3 – Neighborhood Compatibility Plan Page 9 of 19 To help ensure that our Company receives light pollution complaints that are deemed outside of the parameters of the above, we will give all neighboring businesses our Company’s Community Liaison information to whom notice can be provided, as well as the name and telephone number of an Owner or Manager of our Company. If our Company receives the complaint, we will look to address the problem within forty-eight (48) hours. I.B.4 Vehicle Traffic Per Section 15-2409 of the Fresno Municipal Code, “All Other Retail Sales Subclassifications” are required to provide at least 1 parking space per 450 square feet of floor area. Our Company will provide parking that well exceeds these requirements, and our Company does not anticipate any issues with its neighboring businesses in terms of parking or with increased vehicle traffic from customers and patients coming to visit the dispensary. Should an issue arise, our Company will have Onsite Managers work with our Company’s Community Liaison to help work through any parking and traffic mitigation. I.B.5. Pedestrian Traffic Our Company will look to have all pedestrian traffic be able to be housed inside the Lobby and Retail-Buy Room. As seen in the diagram below, our Company will be able to have 10 customers waiting in the Lobby and will have no more than 3 customers for every one employee in the Retail- Buy Room with a maximum allowed of 9 customers given only 3 Point-of-Sale Stations. In order to mitigate loitering and pedestrian overflow, we will be offering express pick-up orders, which will help keep the flow of pedestrian traffic running smoothly and efficiently. The following describes the process that our customers and patients will go through when entering the dispensary: • Customers enter the dispensary via the Lobby, and our Company’s Reception employees verify the age and status of customers. • Validated customers enter the Retail-Buy Room and (i) interact with our Company’s employees, (ii) observe securely displayed cannabis and cannabis products, and (iii) have ALARM N O N CA NNABIS --~_L_~----' SECURE i STORAGE ~ O RDER LOBBY Ci) ---~\)! Cj) -7 ---y--->-----1--- RETAI L-BU Y ROO M I I A I 12] 12] I I G-->--L 7 'f L--➔---➔ Section 3 – Neighborhood Compatibility Plan Page 10 of 19 limited and/or supervised interaction (touching, smelling, etc.) with securely displayed cannabis and cannabis products. • Validated customers (i) purchase and take possession of processed orders of cannabis products at the Product Point-of-Sale Stations or (ii) return cannabis products that may be adulterated to our Company at the Product Point-of-Sale Stations. • After finishing their business purpose for visiting the dispensary, customers are securely allowed to exit the dispensary at the direction of our Company’s employees. Our security guard will also take a walk around the building every hour to ensure no loitering is occurring, as well as to ensure that no customers are inhibiting other pedestrians from being able to leave the premises or to go to the other businesses in the area. If there is no room in the Lobby, staff will ask customers who are willing to wait to provide us with their phone number and to wait in their vehicle. We will then call them when it is time for them to enter the dispensary. II. Odor Mitigation Plan Our Company shall have an air treatment system professionally installed and properly maintained to ensure there is not cannabis odor detectable from adjacent properties or the community. The main, and likely only, potential source of odor at the dispensary will be the cannabis products. The air treatment system will consist, as described below, of carbon filtration on the exhaust side of the ventilation system and negative pressurization of the dispensary in relation to the exterior ambient condition. Employees, customers, and patients shall immediately report odor to management, who will then take corrective action such as implementing upgrades to the system, to the dispensary, or to the internal handling process of product within the dispensary to further deter odors. II.A Air Filtration Systems An exhaust and ventilation system shall be utilized to prevent both off-site odors and odors within the dispensary areas. The dispensary’s operations shall not create dust, noxious gasses, odor, smoke, unsafe conditions, or other impacts that create a public nuisance or adversely affect the health or safety of the nearby residents or businesses. The industry standard for air filtration calls for an activated carbon filtration system, photo catalytic oxidation (“PCO”), or a similar air- scrubber system. These systems greatly reduce, and often eliminate, the odors that can be associated with cannabis products. For the proposed dispensary, the configuration and design of the filtration system will be finalized during the building permit phase to allow for City input, thereby ensuring that the proper system is utilized. The filtration system ultimately installed will ensure that odors from cannabis are mitigated in the following locations: (i) off-site; (ii) adjacent properties; (iii) any public rights-of-way; and (iv) common tenant areas. Plans for our Company’s odor-combatting filtration system will be submitted to the City for approval, and our Company will schedule an audit with the City within thirty (30) days of commencing operations at the dispensary to confirm compliance with approved plans. The above Neighborhood Compatibility Schematic contains a schematic type diagram of how the air-scrubbing filtration system works to remove unwanted odors and impurities. The system creates negative pressure between the dispensary interior and exterior, thus keeping any odors inside the dispensary and not detectable --- Section 3 – Neighborhood Compatibility Plan Page 11 of 19 from the outside. Meanwhile, a carbon-zeolite mixture and a true medical HEPA filter absorb and remove and odors and gases. II.B General Odor Control Measures and Maintenance The dispensary shall incorporate and maintain adequate odor control measures such that the odors of cannabis cannot be detected from outside of the structure in which the business operates. Our Company will regularly inspect and maintain its air filtration system to ensure that the odor mitigation system remains functional. Our Company will also train staff in procedures and protocols for air quality and odor control, including procedures to implement when odors above baseline are detected, appropriate emergency response procedures for potentially harmful or noxious odors, best practices for minimizing the release of odors outside the dispensary and for ensuring proper ventilation, and practices to ensure that the filtration system is on and functioning properly. The odor mitigation systems and plans will be updated regularly to maintain consistency with accepted and best available industry-specific technologies designed to effectively mitigate cannabis odors. II.C Specific Commercial Cannabis Air Quality Measures Within the Retail-Buy Room, the only potential odor concerns our Company anticipates are those from the cannabis products themselves. Our Company’s dispensary will utilize technology, such as double-sealed doors and an air-scrubbing carbon unit, that will remove most if not all of the odors from the area. To further reduce cannabis odors, all cannabis products will be stored in sealed packages, as required by State law, apart from the small quantity used for display purposes. II.D Dispensary Ventilation Requirements All areas of the dispensary shall have sufficient ventilation to facilitate proper cannabis products storage and to provide a reasonable condition of comfort for each employee, consistent with the job performed by the employee. Restrooms shall be vented to the outside air by means an openable, screened window, an airshaft, or a light-switch activated exhaust fan, consistent with the requirements of local building codes. II.E Staff Training All employees shall be trained on how to detect, prevent, and remediate odor outside the dispensary and all corrective options outlined herein. Should complaints about objectionable off-site odors be received, the complaints shall be recorded and staff will be trained to take the following steps: (i) Investigate the likely source of the odor; (ii) utilize on-site management practices to resolve the odor event; (iii) take steps to reduce the source of objectionable odors; (iv) determine if the odor traveled off-site by surveying the perimeter and making observations of existing wind patterns; and (v) document the event for further operational review. If staff is unable to take steps to reduce the odor-generating source, they are to immediately notify the Onsite Manager, who shall create a proper solution, if applicable. If necessary, our Company shall re-engage a licensed certified engineer to review the issue and make recommendations for corrective action(s). Section 3 – Neighborhood Compatibility Plan Page 12 of 19 II.F Odor Detection Documentation The Odor Detection Form (Section VIII) shall be provided to those who suspect objectionable odors emanating from inside the dispensary. The Odor Detection Form will be made available on- site by request. Our Company shall maintain records of all odor detection notifications and/or complaints that will include the remediation measures employed. The records shall be made available to the City upon request and maintained for a period of not less than seven (7) years. III. Waste Management Plan Our Company shall destroy cannabis waste and by-products using a third party waste hauler or by making arrangements with a licensed distributor to have cannabis products destroyed under the following circumstances: (i) If the cannabis products went unused; (ii) if internal quality control assessments determine that the cannabis products are unusable; (iii) if the cannabis products are subject to recall; or (iv) if the cannabis products have been returned to our Company. The Onsite Manager will log the following information into the waste management log before putting the prospective waste into the third-party waste hauler’s bin: • Name and type of the cannabis goods; • Unique identifier of the cannabis goods; • Amount of the cannabis goods, by weight or count; • The total wholesale cost of the cannabis goods, as applicable; • The date the product was put into the waste bin; and • Name and license number of the distributor involved in the activity or transaction. Our Company shall ensure that the third-party waste hauler transforms the cannabis products into cannabis waste by rendering them non-retrievable. “Non-retrievable” means that the cannabis products have been rendered unrecognizable and unusable for all practical purposes. The rendering of the cannabis products into cannabis waste shall be recorded by video camera on site. Following the destruction of any cannabis products, an inventory record shall be generated from the third-party waste hauler with the following information: • The reason the cannabis products were destroyed; • The manner in which the cannabis and cannabis products were destroyed; • The amount of cannabis products destroyed; • The date and time upon which the cannabis products were destroyed; and • Those persons present during the destruction of the cannabis products. Section 3 – Neighborhood Compatibility Plan Page 13 of 19 III.A Disposal of Cannabis Waste Our Company shall use Cannabis Waste Solutions, (“CWS”) a full-service waste management solution, as the third-party waste hauler for the collection and disposal of cannabis waste. All authorized staff will be trained both to use our own internal waste management procedures and to follow CWS’s Standard Operating Procedures included as part of the service agreement. Our Company shall ensure that CWS performs the disposal of cannabis products in the dispensary pursuant to the following operational procedures: • Our Company’s Onsite Managers, along with at least one other personnel authorized to handle cannabis products acting as witness, shall be present prior to the destruction of any cannabis products. • Before the actual destruction of any cannabis products, the general manager and other authorized personnel shall photographically depict the cannabis products as originally packaged. • After photographically depicting the cannabis products as originally packaged, CWS shall transform the cannabis products into a cannabis waste by rendering the cannabis products non-retrievable. • “Cannabis waste” means waste that is not hazardous waste that contains cannabis and that has been made non-retrievable. “Non-retrievable” means that the cannabis and cannabis products have been rendered unrecognizable and unusable for all practical purposes. • The rendering of cannabis and cannabis products into cannabis waste shall be recorded on the video surveillance system. III.B Storage of Cannabis Waste CWS will provide a secured lockable storage bin for all waste earmarked for destruction. The bin is designed to ensure that with proper use, no cross contamination will affect cannabis products available for retail sale. As needed, our Company will arrange secured pick up for cannabis waste. Our Company expects minimal cannabis waste and will arrange a monthly pick up as needed with CWS. The Cannabis Waste bin will be located and kept in the secure storage room, a limited access area that can only be entered by authorized personnel using a security keycard, and a camera will be directly aimed at the bin in order to monitor any possible tampering. IV. Cannabis Product Recall Our Company shall recall any cannabis products sold by our Company if the any of the following are true: (i) The manufacture, distribution, or sale of the cannabis product creates or poses an immediate and serious threat to human life or health and (ii) other procedures available to remedy or prevent the occurrence of the situation would result in an unreasonable delay. Section 3 – Neighborhood Compatibility Plan Page 14 of 19 IV.A Misbranded Cannabis Products Our Company shall consider finished cannabis products “misbranded” if there exists any of the following: (i) Labeling that is false or misleading or (ii) labeling or packaging that does not conform to the requirements of applicable laws set forth by the Department of Public Health Office of Manufactured Cannabis Safety or the local jurisdiction. IV.B Adulterated Cannabis Products Our Company shall consider finished cannabis products “adulterated” if there exists any of the following: • They have been produced, prepared, packed, or held under unsanitary conditions in which they may have become contaminated with filth or in which they may have been rendered injurious; • They consist in whole or in part of any filthy, putrid, or decomposed substance; • They bear or contain any poisonous or deleterious substance that may render them injurious to users under the conditions of use suggested in the labeling or under conditions as are customary or usual; • They bear or contain a substance that is restricted or limited under applicable law and the level of substance in the product exceeds the limits specified in the applicable law; • Their concentrations differ from, or their purity or quality is below, that which they are represented to possess; • The methods, facilities, or controls used for their manufacture, packing, or holding do not conform to, or are not operated or administered in conformity with, practices established by applicable law to ensure that the cannabis products meet the requirements of applicable law as to safety, have the concentrations they purport to have, and meet the quality and purity characteristics that they purport or represent to possess; • Their container is composed, in whole or in part, of any poisonous or deleterious substance that may render the contents injurious to health; or • A substance has been mixed or packed with them after testing by a testing laboratory so as to reduce their quality or concentration or if any substance has been substituted, wholly or in part, for the edible cannabis product. IV.C Recall Procedures In the event of a recall, the Onsite Manager shall initiate and coordinate all recall activities and be the point of contact for the implementation of all recall procedures. The Onsite Manager will also coordinate with upper management, who will reach out to the Bureau of Cannabis Control and any Section 3 – Neighborhood Compatibility Plan Page 15 of 19 other relevant regulatory or law enforcement authorities, if necessary. Upon receiving notification of a product recall, the Onsite Manager will confirm if any of the cannabis product is in their stock or has been sold to a customer. The steps below shall be based on the level of risk. The Onsite Manager shall: • Provide contact details for key personnel to the Bureau of Cannabis Control and any other relevant regulatory or law enforcement authorities; • Formulate a plan on how best to notify the distributor and to halt any further delivery of affected goods; • Ask the distributor if there is a need to reach out to consumers that have, or could have, obtained the cannabis products, including communication and outreach via media, as necessary and appropriate; • If applicable, ensure that the notification of recall from distributors includes the following information: (i) the name, pack size, and adequate description of the product; (ii) identifying features of the products and lots concerned; (iii) the nature of the defect; (iv) actions required, with an indication of the degree of urgency involved; and (v) the name of contact and telephone number of contact who can supply further information; • Ensure the proper treatment of withdrawn or recalled material or product, which should be quarantined, until a decision is made on whether the distributor wants our Company to destroy the cannabis product or return it to the distributor; • Ensure that quantities of the recalled lot of product are reconciled with the total lot quantity in question. Once reconciled, make sure that any products that are to be recalled and sent back to the distributor are documented and reconciled into our Company’s Point-of-Sale system and METRC; • Ensure that any recalled cannabis products not picked up by the distributor be destroyed in accordance with the waste management plan, while recording the following information into the waste management log: (i) name and type of the cannabis goods; (ii) unique identifier of the cannabis goods; (iii) amount of the cannabis goods, by weight or count, and total wholesale cost of the cannabis goods, as applicable; (iv) date and time of the recall; and (v) name and license number of the licensee who requested the recall; and • Finally, work with the distributor to either be provided with new cannabis products similar to those that were recalled, a credit with the distributor for future orders, or a complete refund of the cost of goods sold to our Company. The Onsite Manager will work with the distributor to decide what is the best course of action in this instance. V. Public Education & Awareness Our Company will create a public awareness campaign for responsible cannabis consumption by sponsoring free on and off-site workshops and seminars to the general public on topics related to Section 3 – Neighborhood Compatibility Plan Page 16 of 19 responsible cannabis use as well as legal and policy updates regarding commercial cannabis. By becoming embedded into the fabric of the community, our Company will seek to emerge as a touchstone for reliable information and a trusted partner to the community’s residents. Below is a sample of the types of educational materials our Company intends on disseminating: • Factsheets utilizing photographic examples and written descriptions, charts and graphs that discuss topics pertaining to medical cannabis qualifying conditions and other information relevant to the consumption of cannabis and cannabis infused products. • Management will work with cannabis-knowledgeable medical professionals to compose and update instructional guidance on test dosing; distinguishing by the type and method of medication to be consumed by qualified patients. The instructional guide / educational materials will include directions on how to keep a medical cannabis journal allowing the patient to generate anecdotal evidence on what type and strain works best for their condition. This will be made available to our trained employees in addition to being available on our website. A section of our Company’s age-verified website will be designated for educational purposes maintaining a weekly blog with the latest news regarding health, technology, updates to state and federal laws, links noteworthy scientific articles, and customer testimonials. The website will include a designated portal where visitors are encouraged to leave feedback and ask questions. The main purpose of the “listening corner” is to listen and find ways to be responsive. Our Company will be able to post real time responses to queries and encourage an open dialogue between all participants. VI. Environmental Impact Mitigation Our Company will implement the following sustainable practices into its construction and design plans to minimize any potential negative environmental impacts from its operations: (i) Green energy; (ii) water conservation; (iii) green / sustainable materials; (iv) green waste management; and (v) green / sustainable business practices. Our Company will encourage alternative transportation options to minimize its carbon footprint, including human-powered transportation (i.e., walking or biking), public transit, rideshare options, compressed workweeks, carpools, and green vehicles. Our Company’s employees will be incentivized and encouraged to utilize public transportation or non-automotive transportation to reduce carbon emissions. Furthermore, information regarding public bus routes will be provided to our Company’s employees, and secured bike racks will be installed in the parking area to accommodate cyclists. Our Company will offer reasonable reimbursement for the use of public transportation and incentives for carpooling, including reserved parking spots, and will potentially offer reserved spots for electric vehicles (“EVs”). In so doing, our Company will minimize its “carbon footprint”, while relieving the neighborhood of an additional parking burden. Our Company will utilize best management practices for the responsible usage of electrical services. These practices will include energy efficient light practices, the use of energy-efficient building materials and insulation to minimize drastic temperature changes, and sufficient --- Section 3 – Neighborhood Compatibility Plan Page 17 of 19 deployment of equipment to ensure that there is no over burdening of the power supply. Natural gas as an alternative heat source is a possibility, which will be determined at the construction phase of the project. Our Company will do its part to help conserve California’s precious water resources. To that end, its building remodel will ensure water conservation through the use of low-flow plumbing fixtures, rainwater collection practices, and drought-resistant landscaping and Best Management Practices (“BMPs”) for water use, as described further below. Our Company will use low-flow, water conserving plumbing fixtures and fittings. Plumbing fixtures (water closets and urinals) and fittings (faucets and showerheads) shall comply with the following non-residential mandatory water efficiency and conservation measures set forth in the California Green Building Standards Code (“Green Building Code”), Chapter 5, Division 5.3. Our Company will also implement the following indoor water conservation BMPs, as appropriate specifically with regard to the dispensary operation: (i) Repairing all water leaks immediately and being especially alert for leaks in toilets, faucets, and irrigation systems for parking lot landscaping (if used) and (ii) capturing the flow for other uses while waiting for running water to warm or cool for use on landscaping or in cleaning. Our Company is committed to using “green” construction procedures and to using recycled materials during construction and in its day-to-day operations whenever feasible. Development and build-out will include reclaimed materials and practices that reduce construction waste. In addition, our Company will use locally sourced materials and low-VOC paints to the extent possible. Our Company’s proposed construction will target waste diversion above the City’s requirements. All remodeling undertaken at the dispensary will seek LEED certification in order to maximize sustainability. During construction, our Company will manage construction with a focus on satisfying the requirements of the City’s Public Works Department. Accordingly, the following protocols will be followed to prevent run-off into storm drains: A. Our Company will fully comply with the storm water management and/or erosion control requirements established by the City’s Municipal Code and its Public Works Department; and B. Our Company will implement an effective combination of erosion and sediment control and good housekeeping BMPs to prevent the loss of soil through wind or water erosion. In the event that our Company reseals or repaves any parking areas following the completion of construction, our Company will work with its neighbors to ensure that any paving is performed in a manner that does not interfere with the operations of any business. The construction plans will ultimately dictate the manner of site grading and drainage system controls that will manage all surface water flows to ensure water does not enter the buildings, but our Company is likely to utilize a combination of the following methods: (i) Swales; (ii) Water collection and disposal systems; (iii) French drains; (iv) Water retention gardens; and/or (v) Other water measures to keep surface water away from buildings and aid in groundwater recharge. In an effort to reduce greenhouse gas (“GHG”) emissions, our Company will fully comply with State requirements mandating commercial recycling in accordance with Assembly Bill 341 and Section 3 – Neighborhood Compatibility Plan Page 18 of 19 Senate Bill 1018. Since our Company anticipates that seventy-five percent (75%) of all dispensary waste will be recyclable, it will initially maintain a 95-gallon blue recycling cart on site and request larger or additional bins from the City as demand requires. Our Company will post a list of recyclable products near each waste bin to encourage its employees to implement BMPs and comply with our Company’s zero-waste policy. A co-benefit of increased recycling is reduced methane emissions at landfills from the decomposition of organic materials. Use of composted organic materials also provides environmental benefits such as carbon storage in soils and reduced use of fertilizers, pesticides, and water. The Mandatory Commercial Recycling Measure focuses on increased commercial waste diversion as a method to reduce GHG emissions. As part of its mission to ensure green business practices throughout its dispensary operations, our Company will have a strong preference towards working with and obtaining cannabis products from “Clean Green Certified” cannabis producers to the extent possible. The Clean Green Certified program, modeled after the USDA’s National Organic Program, provides a means of ensuring environmentally clean and sustainable practices within the cannabis industry. Section 3 – Neighborhood Compatibility Plan Page 19 of 19 VII. Odor Detection Form Odor Detection Fonn Narne of Rep ortin g P·arty: Phone umber: Email Address : D ate: Time: Location of Odor: Weather Conditions: Date/Time of .otifi.cation: Notification Metl1od : Administrative U. e Only Mitigation Respo nse Taken : Da te/Time 1'1easures Emplo yed: Were Mitigation Measures Successful? Signature/Date/rime: Phone I O Email / Online I O In-Person TRADITIONAL - FRESNO - AGK LLC ATTN: ARTHUR REYNA, ATTORNEY AT LAW PHONE: | EMAIL: AR@ARTHURREYNALAW.COM Page 1 of 3 Location Plan for Traditional - Fresno - AGK LLC Introduction & Executive Summary Traditional - Fresno - AGK LLC (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of cannabis businesses—in particular cannabis retail businesses—throughout the State of California. Our Company’s Owners / Members are a team of experienced professionals and stalwarts of the cannabis industry that include: (i) the owner and operator of one of the largest and most successful cannabis business portfolios in California and the U.S. with an established dedication and investment in social equity cannabis businesses and (ii) a young Latina that overcame growing up one of the most heavily impacted communities by the War on Drugs to go on to be a Minority Owner of a social equity retail cannabis business in the City of Los Angeles. Through its Owners / Members and officers, our Company will bring the Traditional brand to the City of Fresno (“Fresno” or the “City”) and operate an all-inclusive, elevated cannabis retail business that is custom-tailored and completely integrative and symbiotic with the local neighborhood. I. Location Planning Consistent with our neighborhood integration business model, our Company takes the position that location planning starts with site selection. On that note, our Company’s Owners / Members are experienced real estate developers and owners and operators of active cannabis retail businesses with outstanding reputations in their local community. With that in mind, our Company’s proposed location at APN 479-020-35, Fresno, CA 93706, is presently going through a development that will involve the complete construction of a shopping center at APN 479-020-35, and the replacement of vacant land to construct an integrated, modern shopping center consisting of best-in-class retail and service businesses such as Dollar General and O’Reilly Auto Parts (which have already signed leases for APN 479-020-35) and our Company. II. Location Information II.A Location Analysis As demonstrated by the comprehensive Location Plan Set attached here as Appendix A, APN 479- 020-35 is vacant land at the intersection of E. Jensen Avenue and S. Elm Avenue immediately off Highway 41 at the westbound Jensen Avenue exit. APN 479-020-35 is located in the City’s CC (Commercial Community) zoning district and is not located within the 800-foot radius of any rTRADITIONALl Section 6 – Location Plan Page 2 of 3 sensitives uses such as schools, daycares, or youth centers. APN 479-020-35 is surrounded by other commercial businesses, parking lots, streets, fencing, and landscaping that insulate APN 479- 020-35 from residential uses in the area. Overall and as further demonstrated by the comprehensive Location Plan Set attached here as Appendix A, our Company’s cannabis retail business is totally complimentary to the this commercial area off the eastbound Jensen Avenue exit of Highway 41 running north and south along S. Elm Avenue, and Company’s cannabis retail business will be a centerpiece for the complete construction of a shopping center at APN 479-020- 35 consisting of best-in-class retail and service businesses such as Dollar General, O’Reilly Auto Parts, and our Company. II.B Design Concept As demonstrated by the comprehensive Location Plan Set attached here as Appendix A, our Company’s cannabis retail business at APN 479-020-35 shall meet the following design guidelines: (1) Demonstrate compatibility with the surrounding character of the neighborhood and blend in with existing buildings; our cannabis retail business will look like any other similarly situated building; (2) comply with all applicable zoning and related development standards including, but not limited to, parking, lighting, materials, and colors; and (3) signage, as described in Section 9-3309(h) of the Fresno Municipal Code, shall be limited to that needed for identification only and shall not contain any logos or information that identifies, advertises, or lists the services or the products offered. II.C Environmental Review As demonstrated by the comprehensive Location Plan Set attached here as Appendix A, our Company’s proposed cannabis retail business at APN 479-020-35 will comply with the with the requirements of the California Environmental Quality Act (“CEQA”) and the CEQA Guidelines because: Our Company’s cannabis retail business is required to meet all local, state, and federal health and safety regulations to ensure that that there are no significant environmental impacts to the cannabis retail business and surrounding properties. Moreover, cannabis retail business is similar to already existing permitted general uses on the property such as “General Market”, “Convenience Retail”, and “General Retail”, with the difference being the product sold. More still, our Company’s cannabis retail business will be designed and operated to integrate and be compatible with the local community and with a plan to directly mitigate environmental impacts as demonstrated by the comprehensive Location Plan Set attached here as Appendix A. Section 6 – Location Plan Appendix A – Location Plan Set for APN 479-020-35, Fresno, CA 93706 [Page intentionally left blank] Street V iew of the Proposed Lot • • • .,-, • • J il . ', • • -J • • ·' l . ' , . 1 , Approximate Stte Area • @:i) ;- I ~~~~ • • • (/) 0 0 ..c Q_ prcject name traditional 6926 Nath 'No'oor Avenue Fresro. California 93722 issued description 01/29/21 diagrammatic site shcGI l,ti3 ph otos rt1Ming filo sa;Jo nolod drawnhy lsw 6926NWcoor sheet a 1 .2 TRADITIONAL - FRESNO - AGK LLC ATTN: ARTHUR REYNA, ATTORNEY AT LAW PHONE: | EMAIL: AR@ARTHURREYNALAW.COM Page 1 of 10 Community Benefits & Investments Plan for Traditional - Fresno - AGK LLC Introduction & Executive Summary Traditional - Fresno - AGK LLC (our “Company”), through its Owners / Members and officers has an unmatched track record of successful and timely development, establishment, and operation of cannabis businesses—in particular cannabis retail businesses—throughout the State of California. Our Company’s Owners / Members are a team of experienced professionals and stalwarts of the cannabis industry that include: (i) the owner and operator of one of the largest and most successful cannabis business portfolios in California and the U.S. with an established dedication and investment in social equity cannabis businesses and (ii) a young Latina that overcame growing up one of the most heavily impacted communities by the War on Drugs to go on to be a Minority Owner of a social equity retail cannabis business in the City of Los Angeles. Through its Owners / Members and officers, our Company will bring the Traditional brand to the City of Fresno (“Fresno” or the “City”) and operate an all-inclusive, elevated cannabis retail business that is custom-tailored and completely integrative and symbiotic with the local neighborhood. Accordingly, our Company has prepared this Community Benefits & Investments Plan to establish a process by which the local community, including its residents and businesses, can express themselves regarding our operations; to inform the community about cannabis education, issues and developments; and to ensure that our corporate actions genuinely reflect the community’s needs. I. Community Reinvestment As demonstrated, by the pro formas accompanying this Application, our Company estimates that its operation of its cannabis retail business will result in $ in Measure A taxes by the end of 2024. Moreover and consistent with our “Weed for the People” motto and business model and in support on the Social Policies & Local Enterprise Plan articulated below, our Company will commit via a Community Benefits Agreement to donate the equivalent of 3% of “gross receipts” to local community organizations / nonprofits in Fresno and/or the Fresno Community Reinvestment Fund with the specific allocation of funds to be determined by our Company by working with the City and local community organizations / nonprofits in Fresno—over and above Measure A cannabis business taxes! As further demonstrated, by the pro formas accompanying this application, our Company estimates that its additional 3% contribution will result in an additional in public revenue by the end of 2024—bringing our Company’s estimated direct monetary contribution to the City and its residents to over by the end of 2024. rTRADITIONALl Section 7 – Community Benefits & Investments Plan Page 2 of 7 II. Appointment of a Community Liaison Our Company shall appoint a Community Liaison (hereinafter, the “Liaison”) to educate and actively engage with the community and be the original point of contact for any concerns that may arise from the community. Our Liaison will be responsible for the day-to-day management of our Community Benefits & Investments Plan, working with management on putting together the program’s operational budget and establishing a system for tracking and reporting on its performance. Our Liaison’s contact information shall be made readily available both via the Company’s website and shall be on file with the City. Further, our Company shall provide the Liaison’s information to its business and residential neighbors located within 1,000 feet of our cannabis retail business, or greater distance if required by the City. Further, our Company will establish a permanent 24/7 community hotline that will be available to residents so that it can promptly address any issues identified by our neighbors. Furthermore, our Company will actively engage future neighbors to assess their awareness of the project as well as the needs of the community and will canvass all residents and businesses within 1,000 feet of the cannabis retail business with a survey. Amongst other things, our Liaison will participate in an ongoing dialogue with the City and County law enforcement to ensure that there are no instances of concern and to develop an anti-abuse campaign. Local police and fire personnel will be invited to our cannabis retail business for regular updates and tours to ensure that our storefront retailer is not vulnerable to break-in and community residents are secure. Our Liaison shall assist our Company with outreach efforts through follow-up correspondence to community stakeholders, informing them that the Company and its management have received their concerns and informing them of what procedures or programs we plan to employ and develop in response to the concerns raised. II.A Interested Parties Quarterly Meeting & Advisory Board Our Liaison will host quarterly open houses at our cannabis retail business to adults over the age of 21 to engage the community, provide transparency about our operations, and receive continuous feedback so we can better serve the local community. The open house event will give community members an opportunity to discuss costs, benefits, and other community issues related to commercial cannabis and our Company’s cannabis retail business. These quarterly meetings will allow the community to express any grievances they feel that may impact the cost of the nearby community from a financial standpoint, while giving our Company the opportunity to discuss the benefits our Company’s cannabis retail business will bring, both from a monetary standpoint and being a role model as a pillar of safety for the community. Our open houses will also be an open forum to discuss any potential issues that the community feels could be an issue to the community and how our Company can work to resolve these issues and improve upon anything that is requested by the community. Members of the community, local business owners, law enforcement, city officials, and other interested parties will be invited to attend the quarterly meetings. In particular, our Company recognizes that Fresno is home to many admirable public services and charitable organizations and plans to align with these services and organizations accordingly. In addition to the quarterly meetings, our Liaison will create an advisory board consisting of reputable members of the local community and cannabis industry to advise our Company and ensure that our Company has continued input from the community and leaders within the industry, Section 7 – Community Benefits & Investments Plan Page 3 of 7 as well as expert knowledge of the ever growing and evolving cannabis field. With the establishment of the advisory board, our Company will use the quarterly meetings to discuss areas of improvement within the community and ways we can help, whether it is in the form of monetary donations or volunteer efforts from our employees. II.B Engagement with Local Nonprofits and Community Organizations Engagement with local nonprofits and community organizations is a critical component of our Company’s Community Benefits & Investments Plan. Accordingly, our Company has already begun the process of identifying numerous meritorious local nonprofits and community organizations such as UFCW Local 8, Fresno United, the Central Cal Baseball Academy, and the State Center Community College District for engagement and participation in our Community Benefits & Investments Plan. III. Local Hiring and Social Equity Community Commitments III.A Living Wage Our Company is committed to providing a living wage to employees and will ensure our wages are in compliance with the current minimum wage as adopted by the State. Our Company uses the following benchmark for the definition of “living wage”: 200% of the Federal Poverty Level for a family of two. The current Federal Poverty Level for a family of two is $1 . Using these benchmarks (which are just the bare minimum), our Company’s definition of “living wage” is at least $ per year for full-time employees and (ii) $ per hour for part-time employees and independent contractors. This is above the current minimum wage as adopted by the State of $ per hour. III.B Local & Social Equity Hiring Policy As stated above, our Company’s policy will be to hire employees who live close to our cannabis retail business from the City of Fresno and from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code. In an effort to support our policy initiative, we will also seek to utilize professional services from within the local area to stimulate all sectors of business from physical construction to professional services such as accountants, bookkeepers, and web developers. Accordingly, our Company will commit via a Community Benefits Agreement to having (i) at least 50% of all our employees reside in Fresno and at least 50% employee personnel hours are from employees residing in Fresno AND (ii) at least 50% of all our employees are from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code and at least 50% employee personnel hours are from employees from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code. Our Company will take an all-inclusive approach to hiring and prioritize adults over the age of 21 from Fresno with social equity backgrounds. For our Company, this is a two-fold process. First, residents of Fresno with social equity backgrounds must be actively targeted with job offers and postings. For our Company this means, rather than using traditional job-posting media such Indeed, Craigslist, or other mainstream Internet websites, going directly to local publications targeted / catered towards Fresno residents. On that note, our Company will look to post flyers outside of the company’s Section 7 – Community Benefits & Investments Plan Page 4 of 7 proposed cannabis retail business a few months prior to opening with a link to all job postings and availabilities for the cannabis retail business in order to help with hiring local residents. Most importantly and well-beyond passive publications, our Company will look to establish deep ties with local nonprofits and public service organizations. Often times, local nonprofits and public service organizations missions are geared towards helping the members of the local community that our Company seeks to hire as employees. Relatedly, Fresno has a robust educational base for sourcing / recruiting employees with the presence of Fresno State University, Fresno City College, and Clovis Community College. With that point in mind, our Company has already begun engaging with the State Center Community College District on community engagement and hiring initiatives. The second element of our Company’s hiring program involves the interview process, with that point in mind, and recognizing that job interviewing is a specific skill, our Company will work with its community engagement partners to provide interview training to Fresno residents from social equity backgrounds before interviewing with our Company. To show the good faith effort to hiring 50% of employees from the City of Fresno with social equity backgrounds, our Company will document the following: (i) Records of emails reaching out to community members and organizations; (ii) printed job flyers and list of addresses where flyers were posted and dropped off; (iii) links to localized online job postings; and (vi) proof of attending any local job fairs. In addition, our Company will keep track of job applications that were submitted to our Company and a list of all candidates that were interviewed by our Company where we will have copies showing their home address indicating if they are residents of Fresno. As for verifying social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code, the presents additional challenges for our Company, as certain qualifications for social equity status under Section 9-3316(b)(1) of the Fresno Municipal Code (for example, “Former foster home youth who was in foster care as a minor” and “receiving public assistance”) are inappropriate, or arguably unlawful, inquiries during the interview process. As a result, our Company will employ legal counsel specialized in employment law to develop solutions for acquiring and retaining verification documentation of social equity status as defined in Section 9- 3316(b)(1) of the Fresno Municipal Code in a way that provides all potential social equity backgrounds an equal opportunity in our Company’s hiring process. One such solution that our Company is considering to this legal / human resources obstacle is to partner with the City or local community organizations to have the City or local community organizations do the vetting of social equity status under Section 9-3316(b)(1) of the Fresno Municipal Code (who may not have the same legal obstacles as our Company) and then forward vetted candidates to our Company for interviews. If after our Company reaches out to various resources in order to hire local, social equity candidates, our Company is unable to meet its goals of 50% of employees personnel hours from Fresno residents from social equity backgrounds, our Company will attempt to coordinate with the City and other approved cannabis businesses in City to host a local “Cannabis Job Fair”. If after hosting its own “Cannabis Job Fair”, our Company is still unable to meet local and social equity hiring goals, we will then look to use more traditional job platforms such as Indeed and ZipRecruiter to hire the remaining employees needed to properly staff the cannabis retail business, and our Company will collaborate with the City to determine other ways to divert additional community benefits to the City of Fresno and its residents, such as increased public benefits via its Community Benefits Agreement. Section 7 – Community Benefits & Investments Plan Page 5 of 7 III.C Expungement Clinics Our Company is committed to helping individuals from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code overcome obstacles to employment regardless of whether such individuals end up working for our Company. One such obstacle is criminal records. Our Company will host expungement fairs for individuals from social equity backgrounds as defined in Section 9-3316(b)(1) of the Fresno Municipal Code and others with community partners. III.D Social Equity Incubator / Apprenticeship Program Our Company will commit via a Community Benefits Agreement 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, and/or other technical assistance support. Appreciating that it is paramount to address the negative consequences of the War on Drugs, our Company believes that individuals negatively impacted by the War on Drugs should have resources available to assist them in participating in the cannabis industry. Accordingly, our Company’s Owners / Members have a long history of embracing cannabis Social Equity Programs throughout the State and through their existing cannabis retail business operations. To illustrate, Minority Owner / Member & Retailer Manager, Aaron Mamann, is an Owner / Member of three Social Equity cannabis businesses in the City of Los Angeles and Majority Owner / Member, Ana Garcia, is an Owner / Member of one Social Equity cannabis retail business approved applicant in the City of Los Angeles. IV. Public Education & Awareness Our Company will create a public awareness campaign for responsible cannabis consumption by sponsoring free on and off-site workshops and seminars to the general public on topics related to responsible cannabis use as well as legal and policy updates regarding commercial cannabis. By becoming embedded into the fabric of the community, our Company will seek to emerge as a touchstone for reliable information and a trusted partner to the community’s residents. Below is a sample of the types of educational materials our Company intends on disseminating: • Factsheets utilizing photographic examples and written descriptions, charts and graphs that discuss topics pertaining to medical cannabis qualifying conditions and other information relevant to the consumption of cannabis and cannabis infused products. • Management will work with cannabis-knowledgeable medical professionals to compose and update instructional guidance on test dosing; distinguishing by the type and method of medication to be consumed by qualified patients. The instructional guide / educational materials will include directions on how to keep a medical cannabis journal allowing the patient to generate anecdotal evidence on what type and strain works best for their condition. This will be made available to our trained employees in addition to being available on our website. Section 7 – Community Benefits & Investments Plan Page 6 of 7 A section of our Company’s age-verified website will be designated for educational purposes maintaining a weekly blog with the latest news regarding health, technology, updates to state and federal laws, links noteworthy scientific articles, and customer testimonials. The website will include a designated portal where visitors are encouraged to leave feedback and ask questions. The main purpose of the “listening corner” is to listen and find ways to be responsive. Our Company will be able to post real time responses to queries and encourage an open dialogue between all participants. V. Brownfields and Abandoned Buildings / Environmental Sustainability Our Company will implement the following sustainable practices into its construction and design plans to minimize any potential negative environmental impacts from its operations: (i) green energy; (ii) water conservation; (iii) green / sustainable materials; (iv) green waste management; and (v) green / sustainable business practices. Our Company will encourage alternative transportation options to minimize its carbon footprint, including human-powered transportation (i.e., walking or biking), public transit, rideshare options, compressed workweeks, carpools, and green vehicles. Our Company’s employees will be incentivized and encouraged to utilize public transportation or non-automotive transportation to reduce carbon emissions. Furthermore, information regarding public bus routes will be provided to our Company’s employees, and secured bike racks will be installed in the parking area to accommodate cyclists. Our Company will offer reasonable reimbursement for the use of public transportation and incentives for carpooling, including reserved parking spots, and will potentially offer reserved spots for electric vehicles (“EVs”). In so doing, our Company will minimize its “carbon footprint”, while relieving the neighborhood of an additional parking burden. Our Company will utilize best management practices for the responsible usage of electrical services. These practices will include energy efficient light practices, the use of energy-efficient building materials and insulation to minimize drastic temperature changes, and sufficient deployment of equipment to ensure that there is no over burdening of the power supply. Natural gas as an alternative heat source is a possibility, which will be determined at the construction phase of the project. Our Company will do its part to help conserve California’s precious water resources. To that end, its building remodel will ensure water conservation through the use of low- flow plumbing fixtures, rainwater collection practices, and drought-resistant landscaping and Best Management Practices (“BMPs”) for water use, as described further below. Our Company will use low-flow, water conserving plumbing fixtures and fittings. Plumbing fixtures (water closets and urinals) and fittings (faucets and showerheads) shall comply with the following non-residential mandatory water efficiency and conservation measures set forth in the California Green Building Standards Code (“Green Building Code”), Chapter 5, Division 5.3. Our Company will also implement the following indoor water conservation BMPs, as appropriate specifically with regard to the cannabis retail business operation: (i) repairing all water leaks immediately and being especially alert for leaks in toilets, faucets, and irrigation systems for parking lot landscaping (if used) and (ii) capturing the flow for other uses while waiting for running water to warm or cool for use on landscaping or in cleaning. Section 7 – Community Benefits & Investments Plan Page 7 of 7 Our Company is committed to using “green” construction procedures and to using recycled materials during construction and in its day-to-day operations whenever feasible. Development and build-out will include reclaimed materials and practices that reduce construction waste. In addition, our Company will use locally sourced materials and low-VOC paints to the extent possible. Our Company’s proposed construction will target waste diversion above the City’s requirements. All remodeling undertaken at the cannabis retail business will seek LEED certification in order to maximize sustainability. During construction, our Company will manage construction with a focus on satisfying the requirements of the City’s Public Works Department. In an effort to reduce greenhouse gas (“GHG”) emissions, our Company will fully comply with State requirements mandating commercial recycling in accordance with Assembly Bill 341 and Senate Bill 1018. Since our Company anticipates that seventy-five percent (75%) of all cannabis retail business waste will be recyclable, it will initially maintain a 95-gallon blue recycling cart on site and request larger or additional bins from the City as demand requires. Our Company will post a list of recyclable products near each waste bin to encourage its employees to implement BMPs and comply with our Company’s zero-waste policy. A co-benefit of increased recycling is reduced methane emissions at landfills from the decomposition of organic materials. Use of composted organic materials also provides environmental benefits such as carbon storage in soils and reduced use of fertilizers, pesticides, and water. The Mandatory Commercial Recycling Measure focuses on increased commercial waste diversion as a method to reduce GHG emissions. As part of its mission to ensure green business practices throughout its cannabis retail business operations, our Company will have a strong preference towards working with and obtaining cannabis products from “Clean Green Certified” cannabis producers to the extent possible. The Clean Green Certified program, modeled after the USDA’s National Organic Program, provides a means of ensuring environmentally clean and sustainable practices within the cannabis industry. --- TRADITIONAL - FRESNO - AGK LLC ATTN: ARTHUR REYNA, ATTORNEY AT LAW PHONE: | EMAIL: AR@ARTHURREYNALAW.COM Page 1 of 3 January 28, 2021 City of Fresno Office of the City Manager 2600 Fresno Street Fresno, CA 93721 Phone: (559) 621-5555 Email: cannabis.regs@fresno.gov RE: Proof of Capitalization for Traditional - Fresno - AGK LLC To whom it may concern: My name is Traditional - Fresno - AGK LLC. I am the Minority Owner / Member Traditional - Fresno - AGK LLC (“Traditional - Fresno - AGK”). Based on numerous years of experience in the cannabis industry, unmatched business and cannabis expertise, and multiple successful developments of actually operational cannabis retail businesses, Traditional - Fresno - AGK assembled the following start-up budget: Please see Traditional - Fresno - AGK’s Business Plan for further reference and explanation. DocuSign Envelope ID: F65D2124-C9AB-4560-A71A-2BDD7954C122 rTRADITIONALl 1 SHOPPING CENTER LEASE ARTICLE 1 GRANT AND BASIC TERMS This Article 1 contains the basic terms of this Lease (“Basic Terms”) between the Landlord and Tenant named below. Other portions of this Lease referred to in this Article 1 explain and define the Basic Terms and are to be read in conjunction with them. 1.1 Effective Date of Lease: January 28, 2021 1.2 Parties: Landlord: Jensen-ITH, LLC, a Nevada limited liability company Mailing Address: 1925 Village Center Cir., Ste. 150 Las Vegas, NV 89134 Tenant: Traditional - Fresno - AGK LLC, a California limited liability company Mailing Address: Copy to for notices: Arthur Reyna, Esq. 1702 S Roberston Blvd, Suite 356 Los Angeles, CA 90035 1.3 Premises. In consideration of the rents, covenants and agreements on the part of Tenant to be paid and performed, Landlord hereby leases, demises and lets to Tenant, and Tenant hereby leases, hires and takes from Landlord, for the Term, at the rental and upon the conditions of this Lease, that certain interior space (referred to herein as the “Premises”) of a building (“Building”) to be built by Landlord on a parcel of land generally located at the northwest corner of East Jensen Avenue and South Elm Avenue in Fresno, CA 93706, on that certain parcels referred to as APN 479-020-35 that is to be a part of a retail strip center (herein called the “Center”) located within the City of Fresno (“City”), County of Fresno, State of California. The location of the Premises relative to the Building and the Center are noted on the site plan attached hereto as Exhibit “A” and made a part hereof (“Site Plan”). The Premises are agreed for purposes of this Lease to consist of approximately 3,000 square feet of Building space, notwithstanding its actual size. 1.4 Landlord to Acquire Title and Create Parcels . At present, Landlord does not have fee simple title to the land making up the Premises. Tenant is aware that as of the date of this Lease, Landlord is under contract to purchase the land under a purchase contract (the “Contract”) with the current owner of such land. Landlord warrants the Contract (i) to be a binding and valid DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 2 obligation and (ii) will permit Landlord to fulfill its obligations to Tenant hereunder. It is a condition to Landlord’s obligations under this Lease that Landlord obtain good, marketable and insurable fee simple title to said land by September 1, 2021. Landlord intends to subdivide the land making up the Center into three (3) separate parcels, which shall be subject to a Declaration of Covenants, Conditions, and Establishment of Restrictions and Grants of Easements (“CC&Rs”). Despite anything contained in this Lease to the contrary, it is a non-waivable condition imposed upon both Landlord and Tenant, that until the land on which the Premises is located becomes a separate legal parcel pursuant to the California Subdivision Map Act, the Term (defined below) will not commence. 1.5 Length of Term. 1.5.1 Initial Term. The initial term of this Lease shall be for eighty-four (84) full calendar months (“Term”) following the Commencement Date, beginning at 8:00 A.M. on such Commencement Date and terminating at 5:00 P.M. on the last day of the initial Term, unless sooner terminated or extended under any provision hereof. 1.5.2 Option to Extend. (a) Tenant is given the option to extend the Term of this Lease for two (2) additional terms of sixty (60) months each (each an “Extended Term”) following expiration of the initial Term, by giving written notice of exercise of the option to the Landlord at least six (6) months (but not more than one (1) year) before the expiration of the then current Term. (b) The same terms and conditions of this Lease as applied during the initial Term shall apply to each Extended Term, the option of which, when properly exercised by Tenant, shall be included within the definition of “Term” as applied under this Lease. (c) Tenant’s right to exercise the option to extend and/or commence the Extended Term shall be subject to the following conditions (all of which conditions are solely for Landlord’s benefit and may, in Landlord’s sole discretion, be waived): (i) at the time of exercise and at the commencement of such extension, Tenant shall not be in default under this Lease or otherwise failed to have timely performed all of Tenant’s obligations under this Lease, (ii) Tenant must not have assigned this Lease or sublet any portion of the Premises in violation of the terms and provisions contained herein, (iii) Tenant must demonstrate to Landlord’s reasonable satisfaction that Tenant’s creditworthiness is equal to or greater than that in effect when this Lease was signed by Landlord, (iv) the use of the Premises is not changed from that set forth in Section 1.8, and (v) Tenant must exercise the option to extend as to the entire Premises. 1.5.3 Option to Terminate. Tenant shall have the right to immediately terminate this Lease for any reason or no reason prior to the end of the first twelve (12) full calendar months after the Commencement Date. 1.6 Commencement of Term. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 3 1.6.1 The Term of this Lease and Tenant’s obligation to pay rent shall commence on the “Full Rent Date” (as defined below and also referred to herein as the “Commencement Date”). 1.6.2 Tenant shall commence its business on the Premises upon (a) completion of Tenant’s Work and issuance of the necessary certificate of occupancy or reasonably equivalent documentation which will allow Tenant to open for business at the Premises, which items Tenant shall diligently pursue to completion, and (b) after Tenant provides Landlord with the opinion of counsel required pursuant to Section 2(b) of that certain Addendum to Lease (“Addendum”), attached to this Lease and made a part hereof. Landlord agrees to reasonably cooperate with Tenant in obtaining Tenant’s permits and approvals to operate its business on the Premises, at no cost to Landlord. Tenant shall thereafter continuously operate and conduct in and on the Premises the Permitted Use, subject to temporary closures due to casualty, condemnation or permitted remodeling, reasonable closures (but in no event not to exceed six (6) months), or as otherwise required under the Addendum. 1.6.3 In the event Landlord fails to deliver possession of the Premises to Tenant with Landlord’s Work substantially complete on or before September 1, 2022 (as may be extended pursuant to Section 1.13 below), Tenant may terminate this Lease as provided under Section 2.2 below. 1.6.4 In the event that the Full Rent Date does not occur on the first day of the month Tenant shall pay monthly Base Rent and other periodic payments as provided herein, for the fractional month from the Full Rent Date through the first day of the next succeeding month on a per diem basis, calculated on the basis of a thirty (30)-day month, in advance. All Lease expirations, renewal dates, notices of options to renew, and any other provision hereof relating to the commencement of the Term of this Lease shall be determined by reference to (i) the Commencement Date where same occurs on the first day of the month, or (ii) on the first day of the next succeeding month where the Commencement Date does not occur on the first day of the month. 1.7 Acknowledgment of Commencement Date. When the commencement and expiration date of the Term have been ascertained pursuant to Section 1.6.1 and Article 2 herein, the parties shall immediately execute a confirmation of said dates and the Term of this Lease in the form and content as set forth in Exhibit “E” attached hereto and made a part hereof. 1.8 Permitted Use. The Premises shall be used and occupied only as a fully licensed and approved retail cannabis dispensary / retailer as set forth in the Addendum (“Permitted Use”), and for no other use or purpose. Notwithstanding the foregoing, in no event shall the Premises or any portion thereof be used and occupied to sell, rent and/or distribute the items or services listed on Exhibit “F” attached hereto and made a part hereof. 1.9 Guaranty. Contemporaneously with the execution of this Lease, Tenant shall cause all the members/owners of Tenant as identified in Section 2(g) of the Addendum (collectively “Guarantor”) to execute and deliver to Landlord a Guaranty for the benefit of Landlord in the form attached hereto as Exhibit “G” and made a part hereof. This Lease shall not become effective until Landlord receives such Guaranty. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 4 1.10 Non-Refundable Deposit. Within five (5) days of the Effective Date, Tenant shall deliver to Landlord a deposit in the amount of Seven Thousand Five Hundred Dollars ($7,500.00), which shall not be applicable to any Rent or a credit against any other amount owing Landlord by Tenant, and shall not be refundable, unless Landlord fails to timely deliver the Premises to Tenant as set forth in Section 1.6.3 above, and as a result thereof Tenant elects to terminate this Lease. 1.11 Monthly Base Rent and Other Charges Payable by Tenant. Rent shall consist of the following items (collectively referred to herein as “Rent”): 1.11.1 Tenant shall pay to Landlord the amount of per month as Base Rent starting on the date Landlord delivers to Tenant a certificate of occupancy or reasonably equivalent document for Landlord’s Work on the Premises (the “Full Rent Date”). Base Rent shall be payable over the initial Term monthly in the amount of per month. Monthly Base Rent for each Extension Term shall be the amount of monthly Base Rent payable by Tenant for the month immediately before such Extension Term, increased by fifteen percent (15%). 1.11.2 Additional Rent, including, without limitation, monthly payments of Center Operating Costs, as set forth below, and any other amounts payable by Tenant to Landlord as provided in this Lease. 1.12 [Reserved]. 1.13 Excuse of Performance. Anything in this Lease to the contrary notwithstanding, providing such cause is not due to the willful act or neglect of a party, a party shall not be deemed in default or untimely with respect to the performance of any of the terms, covenants and conditions of this Lease if such delay shall be due to any strike, lockout, civil commotion, act or acts of terrorism or sabotage, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, inability to obtain any materials, service or equipment, rain or muddy conditions, through act of God or other cause beyond the control of the party. ARTICLE 2 LEASE TERM 2.1 Lease of Premises for Lease Term. Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord for the Term. The Term is for the period stated above and shall begin and end on the dates specified herein, unless the beginning or end of the Term is changed under any provision of this Lease. 2.2 Delay in Completion. In the event that Landlord’s Work to the Premises is not substantially completed (excluding any work to be performed by Tenant) on or before September 1, 2022 (as may be extended pursuant to Section 1.13 above), then this Lease shall be deemed null and void at the election of Tenant by notice in writing within ten (10) days from said date and the paid by Tenant pursuant to Section 1.10 above shall be returned to Tenant. Should Tenant elect to declare this Lease null and void as provided herein, Landlord shall, except for the return of the DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 5 paid by Tenant pursuant to Section 1.10 above, have no obligations or liabilities to Tenant for damages of any kind relating to the failure to complete construction of the Premises by the date herein specified. 2.3 Early Occupancy. If Tenant occupies the Premises prior to the Full Rent Date, Tenant’s occupancy of the Premises shall be subject to all of the provisions of this Lease. Early occupancy of the Premises shall not advance the expiration date of this Lease. During any period Tenant occupies the Premises prior to the Full Rent Date, Tenant shall not be required to pay monthly Base Rent or its pro rata share of Center Operating Costs; however, Tenant shall pay all other charges specified in this Lease for and during the early occupancy period. 2.4 Holding Over. If, without the execution of a new lease or written extension of this Lease, and with the consent of Landlord, Tenant shall hold over after the expiration of the term of this Lease, Tenant shall be deemed to be occupying the Premises as a tenant from month-to-month, which tenancy may be terminated upon thirty (30) days written notice given at any time by either party or as provided by law. During said tenancy, the monthly Base Rent (except for the calculation of Percentage Rent hereunder) payable to Landlord by Tenant shall be one hundred fifty percent (150%) of the monthly Base Rent set forth herein, unless a different rate is agreed upon, and upon all of the other terms, covenants and conditions set forth in this Lease so far as the same are applicable. Provided that if Tenant shall fail to surrender the Premises upon the termination of this Lease, in addition to any other liabilities to Landlord arising therefrom, Tenant shall and does hereby agree to indemnify and hold Landlord harmless from loss or liability resulting from such failure including, but not limited to, claims made by any succeeding tenant founded on such failure. 2.5 Surrender of Premises. Upon the termination of this Lease, Tenant shall surrender the Premises to Landlord in the condition specified in and according to Section 11.8. 2.6 Successors. All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors, and assigns of the said parties; and if there shall be more than one Tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein. No rights, however, shall inure to the benefit of any assignee or other transferee of Tenant unless the transfer has been approved by Landlord in writing or is a Permitted Transferee as otherwise provided in Article 15 hereof. ARTICLE 3 MONTHLY BASE RENT 3.1 Time and Manner of Payment. On the first day of the month of the Term following the Full Rent Date and each month thereafter, Tenant shall pay Landlord the monthly Base Rent and any first partial month’s Base Rent, and any other charges and sums provided for herein as Additional Rent, in advance, without offset, deduction, or prior demand. All such rents and charges shall be payable at Landlord’s address or at such other place as Landlord may designate in writing. If Tenant submits a check to Landlord which is returned to Landlord by Tenant’s bank DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 6 due to non-sufficient funds, Landlord may require Tenant to submit all future payments in the form of a cashier’s check, money order or wire transfer. ARTICLE 4 OTHER CHARGES PAYABLE BY TENANT 4.1 Additional Rent. All charges payable by Tenant other than Base Rent are called “Additional Rent.” Unless this Lease provides otherwise, all Additional Rent shall be paid with the next monthly installment of Base Rent. 4.2 Cap on CAM. During the initial Term Tenant’s share of Real Property Taxes and Center Operating Costs, as defined below, shall not exceed $18,000.00 per year (prorated for each partial year based on a 30-day month). Thereafter, Tenant’s share of such taxes and costs shall be as otherwise set forth in this Lease. 4.3 [Reserved] 4.4 Lease Year. The term “Lease Year” as used herein shall mean the twelve (12) month period beginning with the Full Rent Date (or the first day of the month following the Full Rent Date if the Full Rent Date does not fall on the first day of a month), and each successive twelve (12) month period thereafter during the Term of this Lease. Landlord shall have the right to change the Lease Year to a calendar year by providing equitable adjustments to Tenant for any partial Lease Years during the Term. 4.5 Real Property Taxes. 4.5.1 Definition of “Real Property Taxes”. “Real Property Taxes” means: (i) any fee, license fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, penalty or tax (other than inheritance or estate taxes) imposed by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agriculture, lighting, drainage or other improvement district thereof, as against any legal or equitable interest of Landlord in the Premises; (ii) any tax on the Landlord’s right to receive, or the receipt of, rent or income from the Premises or against Landlord’s business of leasing the Premises’ (iii) any tax or charge for fire protection, streets, lighting, water, sewer, police, sidewalks, road maintenance, refuse or other services provided to the Premises by any governmental agency; (iv) any tax imposed upon this transaction or based upon a reassessment of the Premises due to a change in ownership or transfer of all or part of Landlord’s interest in the Premises; and (v) any charge or fee replacing any tax previously included within the definition of Real Property Taxes. The definition of “Real Property Taxes” shall also include interest on installment payments and all costs and fees (including reasonable attorney’s, expert witnesses and appraiser’s fees and other related costs) incurred by Landlord in contesting those taxes, charges and fees listed in (i) through (v) above and negotiating with public authorities as to the same and a charge of ten percent (10%) of all such items described in (i) through (v) above for administrative and overhead expenses. “Real Property Taxes” shall not, however, include Landlord’s federal or state income, franchise, inheritance or estate taxes. 4.5.2 Payment of Taxes. Tenant agrees to pay Tenant’s pro rata share (as that DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 7 term is defined herein) of all Real Property Taxes which may be levied or assessed by any lawful authority against the parcel of land on which the Building is located and improvements thereon. Tenant shall pay said taxes upon receipt from Landlord of a statement delineating Tenant’s share of said taxes and said share shall be paid within five (5) days after receipt of said statement. Landlord shall have the right to collect and impound such Real Property Taxes from Tenant on a monthly or quarterly basis for Tenant’s account based upon Landlord’s reasonable estimate of Real Property Taxes next due, and Tenant shall pay to Landlord such Real Property Tax impound upon the basis and at the times hereinbefore described. Tenant’s pro rata share shall be apportioned according to the floor area of the Premises as it relates to the total floor area of the Building on the parcel which includes the Premises. All Real Property Taxes for the year in which the payment of Additional Rent shall be apportioned and adjusted as provided in this Lease. 4.6 Personal Property Taxes. 4.6.1 Tenant shall pay prior to delinquency all taxes, charges, levies or fees imposed against any trade fixture, furnishing, equipment or any other personal property, or any of them, in which Tenant has an interest or which otherwise belongs to, is in the possession of, or is controlled by, Tenant (“Personal Property Taxes”). Tenant shall attempt to have such personal property taxed separately from the Premises. 4.6.2 If the assessed value of the Premises is increased by the inclusion therein of a value placed upon such personal property or trade fixtures of Tenant, then Landlord, after written notice to Tenant, shall have the right to pay the Personal Property Taxes based upon such increased assessments, regardless of the validity thereof, but only under proper protest if requested by Tenant in writing. If Landlord shall do so, then Tenant shall repay to Landlord the Personal Property Taxes levied against Landlord, or the proportion of such Personal Property Taxes resulting from such increase in the assessment as Additional Rent. In any such event, however, Tenant, at Tenant’s sole cost and expense, shall have the right, in the name of Landlord and with Landlord’s full cooperation, to bring suit in any court of competent jurisdiction to recover the amount of any Personal Property Taxes so paid under protest; any amount so recovered to belong to Tenant. 4.6.3 If any of Tenant’s personal property is taxed with the Property, Tenant shall pay Landlord the Personal Property Taxes within thirty (30) days after Tenant receives a written statement from Landlord for such Personal Property Taxes. 4.7 Utilities. Tenant shall pay, directly to the appropriate supplier, the cost of all natural gas, heat, light, power, sewer service, telephone, cable or satellite television, water, refuse disposal and other utilities and services supplied to the Premises. If Landlord can and elects to include the cost of any or all of such utilities and services as a Center Operating Cost or a common cost with other tenants, then Tenant may elect to share in such cost. If any services or utilities are jointly metered with other premises, Landlord shall determine, and the Tenant shall pay Tenant’s pro rata share of the monthly costs of such utilities and services. The Tenant’s pro rata share shall be determined by the ratio of the square footage of the Premises as compared to the square footage of the Building subject to the common metering; provided, however, if the nature of Tenant’s business requires above-average use of a particular utility, Landlord shall make a reasonable adjustment to increase Tenant’s share of the cost of such utility. Tenant shall pay such jointly DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 8 metered charges within five (5) days of notification of the amount by the Landlord. Tenant shall install and maintain, at Tenant’s sole expense, separate meters for any public utility servicing the Premises for which a separate meter is not presently installed, and for which Tenant has not elected to share as a common expense. Notwithstanding the foregoing, Tenant’s payments to Landlord for any common utility services shall be based upon Landlord’s reasonable estimate of Tenant’s utility consumption using the utility rate applicable to the Center. Tenant shall maintain a yearly maintenance contract on all HVAC equipment servicing the Premises, at Tenant’s sole cost and expense, and provide evidence of such contract to Landlord prior to opening for business. Throughout the term of this Lease, Tenant shall execute and deliver to Landlord within ten (10) days of Landlord’s request therefor, any authorization or document necessary for Landlord to comply with California’s Energy Use Program or any other energy efficiency or similar program required by any governmental agency or which will result in the cost savings in the operation or maintenance of the Common Areas or Building on the Center. 4.8 Payment of Operating Costs. 4.8.1 In each Lease Year, as defined in Section 4.4 above, Tenant will pay to Landlord, in addition to the rentals specified in Article 1 hereof, as further Additional Rent, subject to the limitation hereinafter set forth, a proportion of the Center’s Operating Cost, hereinafter defined, based upon the ratio of the square feet of the Premises to the total leasable square feet of all the Building space in the Center; provided, however, if certain occupants of the Center provide at their own cost certain common area services or items (e.g., trash removal, building fire insurance, etc.), then Landlord shall calculate Tenant’s share according to another formula that Landlord deems fair and equitable, including without limitation, the prorata share of an item’s cost based upon the square feet of Tenant’s Premises as it bears to the total Building square feet of those occupants of the Center who are directly benefiting from said item. 4.8.2 For the purpose of this Lease, the “Center’s Operating Cost” means the total cost and expense incurred in connection with the operation, repair, replacement, management, maintenance and protection of all Common Areas (as that term is defined below) and all improvements within the Center, including without limitation: (i) general maintenance, repair and replacement of all improvements (including without limitation parking area surfaces, exterior walls of buildings, roof membrane, and gutters and down spouts), and any additional improvements and replacements as may be required by any governmental laws, rules or regulations or made to reduce the Center’s Operating Costs, including any capital expenses and costs, which Landlord shall amortize over its useful life (not to exceed twelve (12) years), plus interest; (ii) expenses incurred by Landlord under Section 12.3 hereof; (iii) gardening and landscaping; (iv) cost of security services (though Landlord is not obligated to provide such services, and Tenant agrees that Landlord shall not be liable to Tenants, its agents, customers, employees, contractors or invitees, in any manner whatsoever, for any criminal activity occurring anywhere on or about the Center and hereby releases Landlord from same); (v) the cost of liability and property damage and all other insurance carried by Landlord with types of coverage and in amounts determined by Landlord; (vi) repairs to Common Area improvements; (vii) asphalt resurfacing and line painting to drive lines and parking area, and painting of improvements; (viii) promotions and holiday decorations; (ix) utilities serving the improvements and Common Areas; (x) sanitary control; (xi) pest control; (xii) signage costs; (xiii) removal of trash, rubbish, garbage and other refuse; (xiv) DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 9 reasonable reserves for replacements and repairs; (xv) fees for any licenses and/or permits required for operation of the Center or the Common Areas; (xvi) equipment or other rentals; (xvii) bookkeeping; (xviii) Real Property Taxes; (xix) all personal property taxes assessed for any reason and levied on the personal property used in connection with Center; (xx) costs of equipment and machinery used/to maintain or operate the Common Areas; and (xxi) the cost of personnel to implement such services, to direct parking, and to police the Common Areas. In addition, said operating costs shall include an administrative charge equal to seven percent (7%) of the actual Center Operating Costs and this charge shall be included in and billed as a part of the Center Operating Costs. 4.9 Insurance Premiums. 4.9.1 During the Term, Tenant shall maintain a policy of comprehensive general liability insurance or commercial general liability insurance at Tenant’s expense, insuring Tenant against liability arising out of the ownership, use, occupancy or maintenance of the Premises, the sidewalks in front of the Premises, and the business operated by Tenant and any subtenants of Tenant in the Premises. The initial amount of such insurance shall be at least combined, covering single limit bodily injury, property damage and personal injury, and if alcohol is sold on the Premises, an endorsement or coverage for dram shop liability, and shall be subject to periodic increase based upon inflation, increased liability awards, recommendations of professional insurance advisers, and other relevant factors. However, the amount of such insurance shall not limit Tenant’s liability nor relieve Tenant of any obligation hereunder. The policy shall name Landlord, its lender and property manager, as additional insureds as required hereunder. Tenant shall, at Tenant’s expense, maintain such other liability insurance as Tenant deems necessary to protect Tenant. 4.9.2 During the Term, Landlord shall as a Center Operating Cost maintain policies of commercial and general liability insurance and insurance covering loss of or damage to the Center improvements including the Premises in the full amount of its replacement value exclusive of Tenant’s improvements and property. Such policies shall provide protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, and may include endorsements or coverage for special extended perils (all risk), sprinkler leakage, inflation guard, and any other perils (including flood and earthquake), which Landlord deems necessary. Landlord may also maintain as a Center Operating Cost a rental income insurance policy, with loss payable to Landlord in an amount equal to one year’s monthly Base Rent (as adjusted periodically), plus estimated Real Property Taxes and insurance premiums. Tenant shall not do or permit to be done anything which invalidates any such insurance policies. 4.9.3 Tenant shall at all times maintain fire insurance with extended coverage in an amount adequate to cover the cost of replacement of all trade fixtures, alterations, decorations, additions or improvements made to the Premises by Tenant or by Landlord on Tenant’s behalf in the event of fire or extended coverage loss. Such insurance policy shall be maintained with an insurance company approved by Landlord. Tenant shall deliver to Landlord, certificates of such fire insurance policies which shall contain a clause requiring the insurer to give the Landlord thirty (30) written days’ notice of cancellation of such policies. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 10 4.9.4 Tenant shall pay all premiums for the insurance policies covering the Premises described herein prior to delinquency. If the insurance policies maintained by Landlord cover improvements or real property other than the Premises, Landlord shall also deliver to Tenant a statement of the amount of the premiums applicable to the Premises showing, in reasonable detail, how such amount was computed. If the Term expires before the expiration of the insurance policy period, Tenant’s liability for insurance premiums shall be prorated on an annual basis. Tenant shall be liable for its pro rata share of the payment of any deductible amount under Landlord’s insurance policies as a Center Operating Cost. 4.9.5 Tenant agrees that it will not keep, use, manufacture, assemble, sell or offer for sale in or upon the Premises any article which may be prohibited by the standard form of fire insurance policy. Tenant agrees to pay any increase in premiums for fire and extended coverage insurance that may be charged during the Term of this Lease on the amount of such insurance which may be carried by Landlord on said Premises or the Building of which it is a part, resulting from the acts or omission of the Tenant, its agents, servants or employees, or the use or occupancy of the Premises by the Tenant or from the type of materials or products stored, manufactured, assembled or sold by Tenant in the Premises, whether or not Landlord has consented to the same. In determining whether increased premiums are the result of Tenant’s use of the Premises, a schedule, issued by the organization making the insurance rate on the property, showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up the fire insurance rate on the Premises. 4.9.6 Landlord shall replace, at the expense of Tenant, any and all plate and other glass, frames or glazing damaged or broken in and about the Premises. 4.9.7 Tenant hereby agrees, at Tenant’s expense and during the entire Term hereof, to obtain and keep in full force and effect worker’s compensation insurance as required by law and employer’s liability insurance with limits of no less than A copy of the policy or certificate of insurance shall be delivered to Landlord no later than thirty (30) days following the Full Rent Date, but before Tenant enters the Premises. 4.9.8 Landlord and Tenant each hereby waive any and all rights of recovery against the other or against the officers, employees, agents and representatives of the other, on account of loss or damage occasioned to such waiving party or its property or the property of others under its control, to the extent that such loss or damage is insured against under any fire and extended coverage insurance policy which either may have in force at the time of such loss or damage. Tenant shall, upon the policies of insurance required under this Lease, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease and such waiver shall only be effective so long as consented to by the insurance carrier or carriers. 4.9.9 All policies shall be written in a form reasonably satisfactory to Landlord and shall be maintained with insurance companies holding a General Policyholder’s Rating of “A”, and a financial rating of X, or better, as set forth in the most current issue of Best’s Insurance Guide. Insurance policies carried by Tenant hereunder shall (i) name Landlord and if requested, Landlord’s lender(s) as an additional insured and provide certificate(s) of insurance thereof to Landlord’s lender(s) if applicable, (ii) be an occurrence policy (or policies), (iii) specifically cover DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 11 the liability assumed by Tenant under this Lease, including, but not limited to, Tenant’s obligations hereunder, (iv) be primary insurance as to all claims thereunder and provide that any insurance carried by Landlord in excess and noncontributing with any insurance required of Tenant and (v) contain a cross liability endorsement or severability of interest clause acceptable to Landlord. Tenant shall deliver to Landlord and Landlord’s lender(s) if applicable copies of policies or certificates evidencing the existence of the amounts and forms of coverage satisfactory to Landlord. Tenant shall, within ten (10) days prior to the expiration of such policies, furnish Landlord with renewals or “binders” thereof, or Landlord may order such insurance and charge the cost thereof to Tenant as Additional Rent. 4.10 Interest on Past Due Obligations. Any amount owed by Tenant to Landlord which is not paid when due shall bear interest from the due date of such amount at the maximum legal interest rate permitted by law. However, interest shall not be payable on late charges to be paid by Tenant under this Lease. The payment of interest on such amounts shall not excuse or cure any default by Tenant under this Lease. 4.11 Collection of Center Operating Costs. Landlord shall have the right to collect Tenant’s pro rata share (as defined herein) of any or all Center Operating Costs or other charges provided for under this Article 4 including, without limitation, insurance premiums and/or Real Property Taxes, on a monthly basis. Such amounts shall be based on Landlord’s reasonable estimate of the costs, charges or premiums next due, and shall be paid by Tenant as Additional Rent upon the basis and at the times described herein. Landlord shall provide to Tenant a yearly expense estimate statement (the “Estimate Statement”) which shall set forth Landlord’s reasonable estimate of the total amount due from Tenant for the current or next ensuing Lease Year. Tenant shall pay to Landlord with each installment of monthly Base Rent an amount equal to one-twelfth (1/12th) of the estimated amount due from Tenant as set forth in the Estimate Statement. At any time during any Lease Year, Landlord may provide a new Estimate Statement to Tenant indicating any additional amount due from Tenant, and Tenant agrees to pay such amount to Landlord within thirty (30) days after notification of the amount of the deficiency. Such payments shall be paid to Landlord and held in an account with no obligation to pay Tenant interest thereon. Within a reasonable period of time after the end of each Lease Year hereunder, Landlord shall give to Tenant a statement (the “Statement”), which shall indicate all of the Center Operating Costs and other amounts due from Tenant hereunder for the previous Lease Year, and the amount paid by Tenant relating thereto. If the amount paid by Tenant is less than the amount due, Tenant agrees to pay such deficiency to Landlord within thirty (30) days after receipt of the Statement. If the amount paid by Tenant for the prior Lease Year exceeds the amount due from Tenant, such overage shall be credited to amounts due from Tenant for the current Lease Year. If Tenant defaults under this Lease, Landlord may apply any funds in the impound account to any obligation then due under this Lease without waiving any other remedy available under this Lease or applicable law. Provided Tenant is not in default under the Lease, Tenant’s share of Center Operating Costs shall not exceed during the first Lease Year. 4.12 Tenant’s Audit Right. Notwithstanding anything in Section 4.11 to the contrary, if Tenant disputes the amount of Center Operating Costs stated in the Statement, Tenant may, at Tenant’s own cost and expense, designate, within ninety (90) days after receipt of that Statement, an independent certified public accountant to inspect Landlord’s records. Tenant is not entitled to request that inspection, however, if Tenant is then in default under this Lease. The accountant DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 12 must not charge a fee based on the amount of Additional Rent that the accountant is able to save Tenant by the inspection. Tenant must give reasonable notice to Landlord of the request for inspection, and the inspection must be conducted in Landlord’s offices at a reasonable time or times. If, after that inspection, Tenant still disputes the Center Operating Costs, a certification of the proper amount shall be made, at Tenant’s expense, by Landlord’s independent certified public accountant. That certification shall be final and conclusive. Any objection of Tenant to the Statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on the Statement, nor shall any failure of Landlord to deliver the Statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on the Statement. If Tenant’s Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant’ s receipt of Landlord’s accountant’s certification. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for the year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease; provided, however, if it is determined that the Statement overstated the Tenant’s Additional Rent for the year in question by less than three percent (3%), Tenant shall pay to Landlord its actual and reasonable expenses incurred in arbitrating and/or auditing such statement as Additional Rent. 4.13 Prorationing. Upon termination of this Lease, the amount payable by Tenant for rent shall be prorated on the basis which the number of days from the commencement of the year in which the termination occurs to and including said termination date bears to 365. A similar proration shall be made for the year in which the Lease commences. The obligation of Tenant under this section shall survive the termination of this Lease. ARTICLE 5 [RESERVED] ARTICLE 6 CALIFORNIA ACCESS DISCLOSURES AND OBLIGATIONS 6.1 Disclosure. Landlord discloses, pursuant to California Civil Code Section 1938, that (i) to Landlord’s actual knowledge, Landlord has not caused to be performed a Certified Access Specialist (“CASp”) inspection of the Premises, and (ii) Landlord has not been issued a disability access inspection certificate as described in California Civil Code Section 55.53(e) for the Premises. Landlord makes the following statutory disclosure pursuant to California Civil Code Section 1938(e): “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 13 inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” 6.2 Inspection Election and Obligations. Should Tenant elect to have a CASp inspection of the Premises (which Landlord and Tenant agree do not include any of the Common Area), Tenant shall give Landlord no less than ten (10) days prior written notice of the name of the CASp inspector and the date such inspection is scheduled. Landlord, and its authorized representatives, shall have the right to accompany and participate in such CASp inspection. Tenant shall be responsible for the costs, expenses and fees of such inspection and, to the extent that the CASp inspection discloses the need for any corrections pursuant to California Civil Code Section 55.53, then Tenant shall, at Tenant’s sole cost and expense, make any repairs, corrections, or other such applicable and related construction alterations or modifications set forth in such CASp inspection report (and pursuant to the terms of the Lease) so that Tenant may obtain a certification from said CASp inspector that the Premises meets all applicable construction-related accessibility standards and related laws and codes pursuant to California Civil Code Section 55.53. Upon Landlord’s request, Tenant shall supply to Landlord copies of all CASp reports, certificates, and other data generated by the CASp inspection. 6.3 Confidentiality. Any CASp inspection report of the Premises (including any related reports, surveys or other documentation) shall remain confidential and Tenant shall not disclose the results to any other person (other than Landlord, if requested), except to the extent required by governmental authority or pursuant to law; provided, however, to the extent allowed by law, Tenant shall require in writing from any such person to whom it discloses any CASp inspection report, to keep the contents of such report confidential and to indemnify and defend Landlord in the same manner as Tenant is required in the following sentence. Tenant agrees to indemnify, defend, protect Landlord and save and hold harmless Landlord from any claims, actions, damages, costs (including attorney fees and costs), injury or harm resulting from any violation of these confidentiality obligations including any resulting litigation, costs of litigation and attorney fees and costs. The confidentiality agreement and indemnification provision in this Section 6.3 shall survive the termination or expiration of this Lease. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 14 ARTICLE 7 CONSTRUCTION OF PREMISES 7.1 Landlord and Tenant Improvements. 7.1.1 Landlord shall, at its cost and expense, pursue to completion the improvements to be erected by Landlord (“Landlord’s Work”) as shown on the attached Exhibit “B”. Tenant shall commence the installation of fixtures, equipment and shall perform any of Tenant’s work (“Tenant’s Work”) in the tenant improvement drawings approved by Landlord or as set forth on Exhibit “C”, promptly upon substantial completion of Landlord’s Work on the Premises and shall diligently pursue such installation and performance to completion. If Landlord performs any of the Tenant’s Work, or portion thereof, Tenant shall pay any cost or expense of Landlord so incurred within thirty (30) days after receipt of a bill therefor. Said bill will be based upon Landlord’s costs and expenses plus supervision, and architectural expenses, if any. 7.1.2 Tenant shall provide to Landlord for Landlord’s approval Tenant’s plans and specifications for Tenant’s Work to the Premises within thirty (30) days after Landlord provides Tenant with Landlord’s plans and specifications for the cold shell construction of the Premises. Landlord shall reasonably approve or provide Tenant with its objections to Tenant’s plans within fifteen (15) days of its receipt of same. If Landlord does not reasonably approve of such plans, then Tenant shall provide Landlord with revised plans within ten (10) days of Tenant’s receipt of Landlord’s objections. Landlord shall either approve or provide Tenant with objections to Tenant’s revised plans within ten (10) days of its receipt of same. If Landlord does not approve of Tenant’s revised plans, then Tenant shall again revise its plans within ten (10) days and Landlord shall again approve or object to them within ten (10) days of Landlord’s receipt of same, and so on between the parties, until Landlord approves of such plans. Tenant shall obtain all necessary permits and approvals (“Permits”) for its intended use of the Premises and Tenant’s Work. Tenant shall submit applications for Permits for Tenant’s Work with the City within ninety (90) days of receipt from Landlord of shell drawings sufficient for Tenant to create CDs. Tenant agrees to diligently pursue obtaining all necessary Permits to commence its Tenant’s Work. 7.1.3 Landlord shall have the right but not the obligation to perform, on behalf of and for the account of Tenant, subject to reimbursement of the cost thereof by Tenant, any and all of the Tenant’s Work which Landlord determines, in its reasonable discretion, should be performed immediately and on an emergency basis for the best interest of the Center, or as required by any governmental entity or required for compliance with any manufacturer’s warranty, including without limitation, work which pertains to structural components, mechanical, sprinkler and general utility systems, roofing and removal of unduly accumulated construction material and debris. 7.2 Parking Facilities. As part of Landlord’s Work, Landlord shall have constructed upon the Center at its own cost access roads, sidewalks and parking lot facilities substantially as shown on Exhibit “A”, provided Landlord shall have the right to reasonably alter or modify same at any time pursuant to Section 7.4 below. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 15 7.3 Changes and Additions to Building. Landlord hereby reserves the right at any time to make alterations or additions to and to build additional stories on the Building, so long as such alterations or additions to or building of additional stories on the Building do not require Tenant to cease operation of the Permitted Use. Landlord also reserves the right to construct other improvements in the Center from time to time and to make alterations thereof or additions thereto. Easements for light and air are not included in the leasing of these Premises to Tenant. Landlord further reserves the exclusive right to the roof of the Building, except as may be otherwise provided in this Lease. 7.4 Right to Adjust. The purpose of the Site Plan is to show the approximate location of the Premises. Notwithstanding any other provision contained in this Lease, after Landlord’s initial construction of the Building and Common Area, Landlord reserves the right at any time to relocate, vary and adjust the size of the Building (but not the size of the Premises), parking areas, and other Common Areas as shown on the Site Plan; provided, however, (i) that said parking area shall at all times provide for parking stalls within the Center as required by the City and (ii) any such relocation, varying or adjusting the size of the Building, parking areas, and other Common Areas as shown on the Site Plan do not require Tenant to cease operation of the Permitted Use. ARTICLE 8 USE OF PROPERTY 8.1 Permitted Use. Tenant shall use the Premises only for the Permitted Use set forth in Section 1.8 above and for no other use or purpose, without Landlord’s written consent, to be given or withheld in Landlord’s reasonable discretion. 8.2 Manner of Use. 8.2.1 Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with or infringe on the rights of other occupants or customers of the Center, or injure or annoy them, or use or allow the Premises to be used for any improper, immoral, or objectionable purposes; nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises commit or suffer to be committed any waste in, on or about the Premises. Tenant may set out trash containers on the sidewalk adjacent to its Premises, provided Tenant empties such containers throughout the day so that they do not overflow with trash. Landlord agrees that upon Tenant’s performing and observing the terms, covenants, conditions, and provisions on its part to be performed and observed hereunder, Tenant shall and may peaceably and quietly have, hold, and enjoy the Premises during the Term without any manner of hindrance or molestation from Landlord or anyone claiming under Landlord, subject, however, to the terms of this Lease. 8.2.2 Except as otherwise provided in the Addendum, Tenant shall not do or permit to be done in or about the Premises, nor bring, keep or permit to be brought or kept therein, anything which is prohibited by or will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated, or which is prohibited by any standard form of fire insurance policy or will in any way increase the existing rate of or affect any fire or other insurance upon the building or any part thereof or DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 16 any of its contents, or cause a cancellation of any insurance policy covering the building or any part thereof or any of its contents or be in violation of any recorded document affecting the Premises. Except as otherwise provided in the Addendum, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the Premises, as well as any order, directive or certificate of occupancy issued pursuant to any law, ordinance or regulation by any public officer insofar as the same relates to or affects the condition, use or occupancy of the Premises, including but not limited to, (i) requirements of structural changes related to or affected by Tenant’s acts, occupancy or use of the Premises, and (ii) any and all requirements relating to the Premises imposed by applicable law including, but not limited to, modifications of existing portions of the Premises required under the Americans with Disabilities Act (“ADA”) or any other applicable laws, all at Tenant’s sole expense. Landlord shall be responsible to comply with all ADA requirements applicable to Landlord’s Work and the Common Area of the Center at its own cost and expense, provided any change in the rules and regulations of the ADA or current interpretations thereof as of the effective date on this Lease that requires any modifications or additions to the Common Area shall be a Center Operating Cost. 8.2.3 Tenant shall obtain and pay for all permits, including a certificate of occupancy, required for Tenant’s Work and occupancy of the Premises and shall promptly take all substantial and non-substantial actions necessary to comply with all applicable statutes, ordinances, rules, regulations, orders and requirements regulating the use by Tenant of the Premises, including the Occupational Health and Safety Act. 8.2.4 Tenant shall reasonably conduct its business in the Premises during the regular customary days and hours for such type of business in the city or trade area in which the Center is located, and will reasonably keep the Premises open for business during the same days, nights and hours as the majority of the chains and major tenants located in the Center. 8.2.5 Tenant agrees not to establish or change the signage for the advertised name of the business operated in the Premises without the written permission of Landlord, which shall not be unreasonably withheld or delayed. 8.2.6 Tenant and Tenant’s employees and agents shall not solicit business in the parking or other Common Areas, nor shall Tenant distribute any handbills or other advertising matter in automobiles parked in the parking area or in other Common Areas. 8.3 [Reserved]. 8.4 Indemnification. 8.4.1 Tenant shall indemnify, defend and protect Landlord and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or about the Premises or Center, or the occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, tenants or concessionaires. Tenant shall further indemnify, protect and hold Landlord harmless from and against any and all claims arising from any breach or default in performance of any obligation of Tenant’s part to be performed under the terms of DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 17 this Lease, or arising from any act, neglect, fault or omission of Tenant or its agents, contractors, employees, servants, tenants or concessionaires, and from and against all costs, attorneys’ fees, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant’s expenses by counsel reasonable approved in writing by Landlord. Tenant, as a material part of the consideration to Landlord, hereby waives all claims against Landlord for and assumes all risk of damage to property or injury to persons in, upon or about the Premises from any cause whatsoever except (i) that which is caused by the failure of Landlord to observe any of the terms and conditions of this Lease where such failure has persisted for an unreasonable period of time after written notice of such failure, and (ii) Landlord’s negligence or intentional misconduct. 8.4.2 Landlord shall indemnify, defend and protect Tenant and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or about the Common Area of the Center, or any part thereof, or occasioned wholly or in part by any act or omission of Landlord, its agents, contractors, employees or servants. Landlord shall further indemnify, protect and hold Tenant harmless from and against any and all claims arising from any breach or default in performance of any obligation of Landlord’s part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of Landlord or its agents, contractors, employees or servants, and from and against all costs, attorneys’ fees, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord upon notice from Tenant shall defend the same at Landlord’s expenses by counsel reasonably approved in writing by Tenant. Landlord, as a material part of the consideration to Tenant, hereby waives all claims against Tenant for and assumes all risk of damage to property or injury to persons in, upon or about said Common Area from any cause whatsoever except (i) that which is caused by the failure of Tenant to observe any of the terms and conditions of this Lease where such failure has persisted for an unreasonable period of time after written notice of such failure, and (ii) Tenant’s negligence or intentional misconduct. 8.5 Landlord’s Access. Landlord or its agents may enter the Premises at all reasonable times to show the Premises to potential buyers, investors or tenants or other parties, to inspect the Premises or the equipment therein, to effect repairs to the Premises and/or the building of which it is a part, posting notice of non-responsibility, or for any other purpose Landlord deems necessary, except that entry to the Premises and its limited access areas must be accessed in compliance with State and local laws. Landlord shall give Tenant reasonable prior notice of such entry, except in the case of an emergency. Landlord may reasonably place customary “For Sale” signs on the Premises. Landlord may reasonably place customary “For Lease” signs on the Premises during the last six (6) months of the term of this Lease. ARTICLE 9 HAZARDOUS MATERIALS 9.1 Prohibition of Storage. Tenant shall not cause or permit any Hazardous Materials (as hereinafter defined) to be brought upon, kept or used in or about the Premises by Tenant, its DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 18 agents, employees, contractors or invitees in a manner or for a purpose prohibited by or which could result in liability under any applicable law, regulation, rule or ordinance. Tenant shall comply with all affirmative legal requirements concerning Hazardous Materials. If Tenant breaches the obligation stated in the preceding sentences, or if the presence of Hazardous Materials on the Premises caused or permitted by Tenant (including Hazardous Materials specifically permitted and identified below) results in a release of a hazardous substances or Hazardous Materials, a discharge of a pollutant or contaminant or any other contamination of the Premises resulting in a potential violation of or incurrence of liability under any law, regulation, rule or ordinance, then Tenant shall indemnify, protect, defend and hold Landlord, its agents and contractors harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, injunctive actions or orders, or losses (including without limitation diminution in value of the Premises, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact on marketing of space in the Premises and sums paid in settlement of claims, “response costs” as defined in the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), attorney’s fees, consultant fees and expert fees) which arise during or after the Term as a result of such contamination. 9.2 Clean-up. This indemnification of Landlord by Tenant pursuant to the section above includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal state or local governmental agency or political subdivision because of Hazardous Materials present in the soil or ground water on or under the Premises or emanating from the Premises. Without limiting the foregoing, if the presence of any Hazardous Materials on the Premises caused or permitted by Tenant results in any contamination of the Premises, Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Materials to the Premises, provided that Landlord’s approval of such action shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long term or short term effect on the Premises. 9.3 Business. Landlord acknowledges that it is not the intent of this section to prohibit Tenant from operating its business as described above. Tenant may operate its business so long as the use or presence of Hazardous Materials is strictly and properly monitored according to all applicable governmental requirements. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be present on the Premises and setting forth any and all governmental approvals or permits required in connection with the presence of Hazardous Materials on the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List at least once a year and shall also deliver an updated list before any new Hazardous Materials are brought onto the Premises or on or before the date Tenant obtains any additional permits or approvals. In connection with any Hazardous Materials utilized by Tenant on the Premises, Tenant shall be responsible, at its sole cost and expense, for making any necessary modifications or improvements either to Premises or Tenant’s equipment as required by applicable laws, or any governmental agency, Landlord’s insurance company, Landlord’s lender(s), Landlord’s consultant(s), or prospective purchaser(s). Tenant will, at its sole cost and expense, promptly upon receipt of DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 19 written notice from Landlord complete such improvements. If such work is not promptly undertaken and completed, Landlord shall have the right, but not the obligation, to complete such work and to charge such amounts to Tenant as Additional Rent under this Lease. 9.4 Termination of Lease. Notwithstanding the provisions of Subsection 9.1 above, Landlord shall have the right to terminate the Lease in Landlord’s sole and absolute discretion if (i) any anticipated use of the Premises by Tenant involves the generation or storage, use, treatment or disposal of Hazardous Materials in a manner or for a purpose prohibited by any governmental agency or authority; (ii) Tenant has been required by any governmental authority to undertake removal or remedial action in connection with Hazardous Materials on the Premises if the presence of Hazardous Materials resulted from Tenant’s action or use of the Premises (unless Tenant is in full compliance with all requirements connected with such removal or remedial action); or (iii) Tenant is subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of Hazardous Materials on the Premises (unless Tenant is in full compliance with the terms of such enforcement order). 9.5 Assignment and Subletting. Notwithstanding the provisions of Subsection 9.1 above, if (i) any anticipated use of the Premises by any proposed assignee or sublessee involves or reasonably could involve the generation or storage, use, treatment or disposal of Hazardous Materials in a manner or for a purpose prohibited by any law, regulation, rule or ordinance; (ii) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to undertake removal or remedial action in connection with any Hazardous Materials on a property if the presence of the Hazardous Materials resulted from such party’s action or use of the property in question; or (iii) the proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of Hazardous Materials, it shall not be unreasonable for Landlord to withhold its consent to an assignment or subletting to such proposed assignee or sublessee. This section shall not preclude other grounds for Landlord’s rejection of a sublease or assignment pursuant to any other provisions of this Lease. 9.6 Landlord’s Right to Perform Tests. At any time prior to the expiration of the Term, Landlord shall have the reasonable right to enter upon the Premises in order to conduct appropriate tests of water and soil and to deliver to Tenant the results of such tests to demonstrate that levels of any Hazardous Materials in excess of permissible levels has occurred as a result of Tenant’s use of the Premises. Tenant shall further be solely responsible for and shall defend, indemnify and hold Landlord, its agents and contractors harmless from and against all claims, costs and liabilities including actual attorneys’ fees and costs, arising out of or in connection with any removal, remediation, clean up, restoration and materials required hereunder to return the Premises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials in violation of Section 9.1 above. 9.7 Tenant’s Obligations. Tenant’s obligations under this Article 9 shall survive the termination of the Lease. During any period of time employed by Tenant after the termination of this Lease to complete the removal from the Premises or remediation of any such Hazardous Materials released in violation of Section 9.1 above, Tenant shall continue to pay the Rent in accordance with this Lease, which shall be prorated daily. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 20 9.8 Health and Safety Code and Civil Code Notification Requirements. Tenant recognizes its obligations under California Health and Safety Code to notify Landlord of any release of any Hazardous Materials that Tenant knows or has reason to believe has or will come to be located on or beneath the Premises. Tenant further recognizes its obligations under California Civil Code sections 850, et seq. to notify Landlord of any release of a Hazardous Material of which Tenant has actual awareness and which is likely to exceed the notification threshold as defined in California Civil Code section 850. 9.9 Definition of “Hazardous Materials”. The term “Hazardous Materials” shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, mold or petroleum product including but not limited to those substances, materials or wastes regulated now or in the future by any federal, state or local law, statute, rule, regulation or ordinance for the protection of health or the environment (but not cannabis and cannabis products, except to the extent covered under State or local law or, subject to the terms of the Addendum as to Federal law). ARTICLE 10 PARKING AND COMMON USE AREAS AND FACILITIES 10.1 Control of Common Areas by Landlord. “Common Areas” means all areas, space, equipment and special services provided by Landlord for the common or joint use and benefit of the occupants of the Center, their employees, agents, servants, customers and other invitees, including without limitation parking areas, access roads, driveways, retaining walls, Center pylons or monuments, landscaped areas, truck service-ways, and pedestrian sidewalks. All Common Areas shall at all times be subject to the exclusive control and management of Landlord, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to the Common Areas. Landlord shall have the reasonable right to construct, maintain and operate lighting facilities on all said areas and improvements; to police the same; from time to time to change the area, level, location and arrangement of parking areas and other facilities hereinabove referred to; to restrict parking by tenants, their officers, agents and employees to employee parking areas; to reserve certain portions of the Common Areas for the exclusive use of other occupants of the Center; to close all or any portion of said areas or facilities to such extent as may, in the opinion of Landlord’s counsel, be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; to close temporarily all or any portion of the parking areas or facilities; to discourage non-customer parking; and to do and perform such other acts in and to said areas and improvements as, in the use of reasonable business judgment, the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by tenants, their officers, agents, employees and customers; provided, however, that Landlord’s control and management of the Common Areas shall not (i) require Tenant to cease operation of the Permitted Use (unless otherwise provided in the Addendum) and (ii) result in fewer parking stalls within the Center than required by the City. Landlord will operate and maintain the Common Areas referred to above in such manner as Landlord, in its reasonable discretion, shall determine from time to time. Without limiting the scope of such discretion, Landlord shall have the reasonable right and authority to employ all personnel and to make all rules and regulations pertaining to and necessary for the proper operation and maintenance of the Common Areas and facilities. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 21 10.2 License. All Common Areas and facilities not within the Premises which Tenant may be permitted to use and occupy, are to be used and occupied under a revocable license. ARTICLE 11 IMPROVEMENTS 11.1 Signs and Auctions. No auction, fire or bankruptcy sales may be conducted in the Premises, and no signs advertising such sales shall be posted on the Premises without the prior reasonable written consent of Landlord. 11.2 Installation by Tenant. Tenant shall not make or cause to be made any alterations, additions or improvements or install or cause to be installed any trade fixtures, exterior signs, exterior machinery, floor covering, interior or exterior lighting, plumbing fixtures, shades or awnings or make any changes to the Premises without the prior reasonable written consent of Landlord. All fixtures installed by Tenant shall be new or completely reconditioned. Tenant shall present to Landlord plans and specifications for such work at the time approval is sought. 11.3 Improvements. It is understood and agreed by Tenant that any and all leasehold improvements made to the Premises by Tenant prior to or during the Term or any extensions thereof shall be subject to Landlord’s prior reasonable approval and consent. As a condition to giving consent to Tenant improvements, Landlord may require that Tenant agree to remove any such alterations, additions, improvements or utility installations at the expiration of the Term and to restore the Premises to their prior condition. As a further condition to giving such consent, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a lien and completion bond in an amount equal to one and one-half (1-1/2) times the estimated cost of such improvements to insure Landlord against any liability for mechanics’ and materialmen’s liens and to insure completion of the work. 11.4 Ownership of Improvements. All Tenant improvements, alterations, additions and improvements to the Premises, including signs and sign cases, made by Tenant, or made by Landlord on Tenant’s behalf and for which Tenant has paid Landlord in accordance with this Lease, shall remain the property of the Tenant for the Term of the Lease, or any extension or renewal thereof. 11.5 Removal and Restoration. Landlord may, in its sole and absolute discretion, require Tenant upon expiration or termination of the Term to return all or part of the Premises to their condition as existed at the commencement of the Term, removing any alteration, addition or improvement made by Tenant, or made by Landlord on the Tenant’s behalf. In removing any such alteration, addition or improvement as may be required by the Landlord, the Tenant shall repair any damage to the Premises caused by such removal and, prior to such removal Tenant shall post a bond or other security as may be requested by the Landlord in order to insure the Landlord that the Premises will be repaired in a prompt and workmanlike manner. 11.6 Liens. Tenant shall keep the Premises and any building of which the Premises are a part free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant and shall indemnify, hold harmless and defend Landlord from any liens and DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 22 encumbrances arising out of any work performed or materials furnished by, or at the direction of, Tenant. In the event that Tenant shall not, within thirty (30) days following the imposition of any lien, cause such lien to be released of record by payment or posting of a proper bond. Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in connection therewith shall bear interest at the rate of ten percent (10%) per annum from the date expended until the date repaid. Landlord shall have the right at all times to post and keep posted on the Premises any notices permitted or required by law, or which Landlord shall deem proper, for the protection of Landlord and the Premises, and any other party having an interest therein from mechanics’ and materialmen’s liens, and Tenant shall give to Landlord at least five (5) business days prior written notice of the expected date of commencement of any work relating to alterations or additions to the Premises if the total cost of such work exceeds Five Thousand Dollars ($5,000.00) and the work is not an emergency or otherwise related preventing Tenant’s closure. 11.7 Signs, Awnings and Canopies. Tenant shall be allowed to place its signage on a portion of the lower half of at least one (1) of the pylon or monument signs for the Center (and not reserved for the exclusive use of another occupant of the Center), as mutually agreed upon by Landlord and Tenant, provided Tenant pays Landlord for its pro rata share (based on the area of the signage allowed on such sign, and the area thereof used by Tenant) of all of Landlord’s costs to construct and maintain such sign (including electric power thereto). Tenant shall be responsible at its sole cost to maintain its signage in a first-class condition. Tenant will not place or suffer to be placed or maintained on any exterior door, wall or window of the Premises any sign, awning or canopy, or advertising matter or other thing of any kind, and will not place or maintain any decoration, lettering or advertising matter on the glass of any window or door of the Premises without first obtaining Landlord’s written reasonable approval and consent of any governmental body requiring approval of signs in the Center. Landlord has approved the signage set forth on Exhibit “D” attached hereto and made a part hereof. Tenant further agrees to maintain such signs, awnings, canopy, decoration, lettering or other advertising matter as may be approved in first class condition and repair at all times. Prior to termination of this Lease, Tenant shall remove all of its signage from the Premises and make repair to, and repaint such repairs to the then existing color, all surfaces to which such signs were affixed. 11.8 Surrender. Upon the expiration or sooner termination of the term hereof, Tenant shall surrender the Premises including, without limitation, all keys and all apparatus and fixtures then upon the Premises, in as good condition as when received, reasonable wear and tear alone excepted, broom clean and free of trash and rubbish and, subject to Landlord’s reasonable election set forth in Section 12.6 below, with all alterations, changes, additions and improvements (other than Tenant’s trade fixtures and equipment), which may have been made or installed from time to time either by Landlord or Tenant in, on or about the Premises. All of the same shall be the property of Landlord and shall be surrendered by Tenant without any injury, damage or disturbance thereto, and Tenant shall not be entitled to any payment therefor. Such property of Landlord shall include, without limitation, all interior lighting fixtures, fluorescent tubes and bulbs, and all partitions, unless movable or portable. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 23 11.9 Trade Fixtures. Moveable trade fixtures, furniture and other personal property installed in the Premises by Tenant at its cost shall be Tenant’s property unless otherwise provided in this Lease, and Tenant shall remove all of the same, specifically including Tenant’s identification signs, prior to the termination of this Lease and at its own cost and repair any damage to the Premises and the building caused by such removal. If Tenant fails to remove any of such property at the expiration or sooner termination of the Lease term, Landlord may at its option retain such property as abandoned by Tenant and title thereto shall thereupon vest in Landlord, or Landlord may remove the same and dispose of it in any manner and Tenant shall, upon demand, pay Landlord the actual expense of such removal and disposition plus the cost of repair of any and all damage to the Premises and Building resulting from or caused by such removal. Landlord may offset any expense incurred against Tenant’s security deposit. In the event the security deposit does not cover Landlord’s expense, Tenant shall submit payment within ten (10) days following written notice from Landlord. 11.10 Removal of Tenant’s Property. If, at any time during the last thirty (30) days of the term hereof, Tenant has removed all or substantially all of its aforesaid property from the Premises, Landlord shall thereafter have the right to enter said Premises for the purpose of altering, renovating and/or redecorating the same. Any such entry or work by Landlord shall not entitle Tenant to any abatement of rent or any other sum payable hereunder nor shall such entry or work be deemed an eviction or disturbance of Tenant’s use and occupancy. ARTICLE 12 CONDITION OF PROPERTY, MAINTENANCE, REPAIRS AND ALTERATIONS 12.1 Existing Conditions. Tenant accepts the Premises in its condition as of the Full Rent Date, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation as to the condition of the Premises or the suitability of the Premises for Tenant’s intended use, except as specifically provided for herein. Landlord represents and warrants that as of the Full Rent Date, the Premises, including Landlord’s Work, shall not be in violation of any governmental law, regulation or building code, including the ADA. If there is any governmental law that requires any seismic retrofitting to the Premises (that is not required as a result of any improvement made thereon by Tenant) or new ADA law or regulation regarding the exterior doors or door to the bathroom or any fixtures in the bathroom (that were not installed by Tenant) then Landlord shall make the appropriate renovations to such items at Landlord’s sole cost and expense. 12.2 Exemption of Landlord from Liability; Waiver. Landlord shall not be liable for any damage or injury to the person, business (or any loss of income therefrom), goods, wares, merchandise or other property of Tenant, Tenant’s employees, invitees, customers or any other person in or about the Premises, whether such damage or injury is caused by or results from: (a) fire, steam, electricity, water, gas, rain or act of God or nature; (b) the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any other cause; (c) conditions arising in or about the Premises or upon other portions of the Building of which the Premises is a part, or from other sources or places; or (d) any act or omission of any other tenant or occupant of the Center. Landlord shall not be liable for any such damage or injury even though the cause of or the means of repairing such damage or injury DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 24 are not accessible to Tenant. Tenant, as a material part of the consideration to be rendered to Landlord, hereby waives all claims against Landlord for the foregoing damages from any cause arising at any time. The provisions of this section shall not, however, exempt Landlord from liability for Landlord’s negligence or willful misconduct. With respect to this Section 12.2, Tenant acknowledges that it is familiar with Section 1542 of the California Civil Code which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor….” and hereby releases Landlord from any unknown claims and waives all rights it may have under Section 1542 of the Civil Code or under any other statute or common law principle of similar effect. 12.3 Tenant’s Obligations. 12.3.1 Tenant agrees at all times, at its own cost and expense, to repair, maintain in good and tenantable condition and replace, as necessary, the Premises and every part thereof (except that portion of the Premises to be maintained by Landlord under Section 12.4) including, without limitation, the following: all meters, pipes, conduits, equipment, components and facilities that supply the Premises exclusively with utilities (except if the appropriate utility company has assumed these duties, and excluding any underground utilities installed by Landlord, which Landlord shall maintain at its cost) or that form an air conditioning, heating and ventilating system exclusively servicing the Premises; all fixtures and other equipment installed in the Premises; all exterior and interior glass installed in the Premises; the store front(s); all signs (see Section 12.4); locks and closing devices; all window sashes, casements and frames; doors and door frames; floor coverings; and all such items of repair, maintenance, alteration, improvement or reconstruction as may be required at any time or from time to time by any governmental agency having jurisdiction thereof. Landlord has the right in its reasonable discretion, but not the obligation, to paint/stain/varnish or otherwise refinish Tenant’s store front, window sashes, casements, frames, doors and door jams with Landlord having the right, but not the obligation, to include all such costs as Center Operating Costs under Section 4.8 hereof. Tenant shall promptly replace any portion of the Premises or system or equipment in the Premises which cannot be fully repaired, regardless of whether the benefit of such replacement extends beyond the Term. Landlord shall obtain or cause Tenant to obtain, a preventive maintenance contract providing for the regular inspection and maintenance of the heating and air conditioning system (including leaks around ducts, pipes, vents, or other parts of the air conditioning) by a licensed heating and air conditioning contractor. If obtained by Landlord, Tenant shall pay Landlord for the cost of such contract as Additional Rent. It is the intention of Landlord and Tenant that, at all times following the completion of Landlord’s Work and Tenant’s Work, Tenant shall maintain the Premises in an attractive, first-class, and fully operative condition. 12.3.2 All of Tenant’s obligations to maintain and repair shall be accomplished at Tenant’s sole expense. If Tenant refuses or neglects to repair properly as required hereunder and to the reasonable satisfaction of Landlord, Landlord may, on fifteen (15) days’ prior notice (except that no notice shall be required in case of emergency) enter the Premises and perform such repair and maintenance on behalf of Tenant without liability to Tenant for any loss or damage that may accrue to Tenant’s merchandise, fixtures, or other property or to Tenant’s business by reason thereof and upon completion thereof, Tenant shall pay Landlord’s costs for making such repairs plus twenty percent (20%) for overhead, upon presentation of a bill therefor, as Additional Rent. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 25 Said bill shall include interest at ten percent (10%) on said costs from the date of completion of repairs by Landlord. 12.4 Landlord’s Obligations. Subject to the provisions of Section 12.3, Article 10, Article 13, and Article 14, Landlord shall repair, maintain in good and tenantable condition and replace, as necessary, at its sole cost and expense, structural parts of the Premises including the structural components of the roof, exterior walls, foundation, exterior canopies, truck loading facilities and all meters, pipes, conduits, equipment, components and facilities that supply the Premises with utilities on a nonexclusive basis (except if the appropriate utility company has assumed these duties); provided, however, that Landlord shall not be required to make repairs necessitated by reason of the negligence or willful misconduct of Tenant or its agents, employees, contractors, vendors, customers or invitees, by reason of the failure of Tenant to perform or observe any conditions or agreements of this Lease, or by reason of any improvements made by Tenant or anyone claiming under Tenant. In addition, Landlord shall have the right, but not the obligation, to maintain and repair at Tenant’s expense any and all signs maintained by Tenant, including but not limited to, repairing the sign face and electrical portions of any Tenant sign, and waxing and/or refinishing the cabinet sign faces. Any and all of such costs and expenses of Landlord shall be Center Operating Costs. Tenant waives the benefit of California Civil Code sections 1941 and 1942 and of any other present or future statute which might give Tenant the right to terminate the Lease due to the condition of the Premises. It is the intention of Landlord and Tenant that, at all times following the completion of Landlord’s Work, Landlord shall maintain the structural parts of the Premises, including the Building, in fully operative condition. 12.5 Rules and Regulations. 12.5.1 The Tenant agrees as follows: (a) With the exception of garbage and refuse derived from cannabis and cannabis products (which shall be managed by Tenant at its sole cost and expense pursuant to State and local law), all garbage and refuse shall be kept in the kind of container specified by Landlord and shall be placed outside of the Premises in specified trash containers prepared for collection in the manner and at the times and places specified by Landlord. If Landlord shall provide or designate a service for picking up refuse and garbage, Tenant shall use same at Tenant's cost. Tenant shall pay the cost of removal of any of Tenant’s refuse or rubbish. (b) No aerial, antennae or satellite dish shall be erected on the roof or exterior walls of the Premises, or on the grounds, without in each instance, the reasonable written consent of Landlord. Any aerial, antennae or satellite dish so installed without such written consent shall be subject to removal without notice at any time. (c) No loudspeakers, televisions, phonographs, radios, or other devices shall be used in a manner so as to be heard or seen outside of the Premises without the prior written consent of Landlord. (d) The outside areas immediately adjoining the Premises shall be kept clean and free from dirt and rubbish by Tenant to the reasonable satisfaction of the Landlord and DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 26 Tenant shall not place or permit any obstruction or materials in such areas. No exterior storage shall be allowed without permission in writing from Landlord. (e) Tenant and Tenant’s employees shall park only the number of cars approved and only in those portions of the parking area designated for that purpose by Landlord. (f) The plumbing facilities shall not be used for any other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from a violation of this provision shall be borne by Tenant. (g) Tenant shall use at Tenant’s cost such pest extermination contractor as Landlord may direct and at such intervals as Landlord may reasonably require. (h) Tenant shall not burn any trash or garbage of any kind in or about the Premises, or the Building. (i) Tenant shall warehouse, store and/or stock in the Premises only such goods, wares and merchandise as Tenant intends to offer for sale at retail at, in, from or upon the Premises. This shall not preclude occasional emergency transfers of merchandise to the other stores of Tenant, if any, not located in the Center. (j) Tenant shall not cause or permit any odors to be emitted from the Premises which do or may in Landlord’s reasonable judgment affect other tenants or patrons of the Center. Tenant agrees and acknowledges that if Tenant violates the foregoing provision and Landlord receives complaints from other tenant(s) or visitor(s) of the Center, then Landlord shall have the right to determine what corrective measures are reasonably required and all such corrective measures shall be immediately undertaken by Tenant and at Tenant’s sole cost and expense after receipt of notice of the required corrective measures from Landlord. If Tenant does not comply, Landlord shall have the right, but not the obligation, to cause such corrective measures to be implemented and charge any and all costs thereof to Tenant as Additional Rent due under this Lease. 12.5.2 Landlord reserves the right from time to time to reasonably amend or supplement the foregoing rules and regulations, and to adopt and promulgate additional reasonable rules and regulations applicable to the Premises. Notice of such rules and regulations and amendments and supplements thereto, if any, shall be given to Tenant and Tenant agrees to comply with all such rules and regulations upon receipt of notice, unless compliance reasonably requires additional time. Landlord shall not be liable in any way to Tenant for any damage or inconvenience caused by any other tenant’s non-compliance with these rules and regulations. Tenant may report to Landlord any violation of the rules and regulations by any other tenant of the Center and Landlord shall investigate and address same, and report to Tenant the results of such investigation and, accordingly, Landlord agrees that upon Tenant’s performing and observing the terms, covenants, conditions, and provisions on its part to be performed and observed hereunder, Tenant shall and may peaceably and quietly have, hold, and enjoy the Premises during the Term without any manner of hindrance or molestation from Landlord or anyone claiming under Landlord. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 27 ARTICLE 13 DAMAGE OR DESTRUCTION 13.1 Damage or Destruction to the Premises. Tenant shall notify Landlord in writing immediately upon the occurrence of any damage to the Premises or Building. If the Premises or Building is damaged or substantially destroyed and if the proceeds received by Landlord from the insurance policies described in Article 4 (together with the deductible, if any) are sufficient to pay for the necessary repairs, this Lease shall remain in effect (except that Rent shall be abated) and Landlord shall repair the damage as soon as reasonably possible. Landlord may elect to repair any damage to Tenant’s fixtures, equipment, or improvements. If the insurance proceeds received by Landlord (together with the deductible, if any) are not sufficient to pay the entire cost of repair, or if the cause of the damage is not covered by the insurance policies which Landlord maintains under Article 4, Landlord may elect either to (a) repair the damage as soon as reasonably possible, in which case this Lease shall remain in full force and effect (except that Rent shall be abated), or (b) terminate this Lease as of the date the damage occurred; provided, however, that Landlord may not terminate the Lease if the damage or destruction Premises or Building (or the insufficiency of insurance coverage) is the fault of Landlord, or if such damage occurs within the last three (3) years of the then existing Term of the Lease and Tenant agrees in writing to extend the term of this Lease for an additional five (5) year period after the then existing Term, and said damage was not caused by Tenant, its employees, contractors or anyone else acting through Tenant. Landlord shall notify Tenant within thirty (30) days after receipt of notice of the occurrence of the damage, whether Landlord elects to repair the damage or terminate this Lease. If Landlord elects to repair the damage, Tenant shall pay Landlord the Tenant’s pro rata share of “deductible amount” (if any) under Landlord’s insurance policies if the Premises is in a multi-tenant building, and, if the damage was due to an act or omission of Tenant, Tenant shall pay Landlord the difference between the actual cost of repair and any insurance proceeds received by Landlord. If the damage to the Premises occurs during the last six (6) months of the Term, Landlord may elect to terminate this Lease as of the date the damage occurred, regardless of the sufficiency of any insurance proceeds and Landlord may retain all such proceeds. Landlord shall notify Tenant of its election within thirty (30) days after receipt of notice of the occurrence of the damage. 13.2 Landlord’s Obligations. Landlord shall not be required to repair any injury or damage by fire or other cause, or to make any restoration or replacement of any paneling, decorations, partitions, railings, floor coverings, office fixtures or any other improvements or property installed in the Premises by Tenant or at the direct or indirect expense of Tenant which are not part of the original Tenant improvements paid for by Landlord. Tenant shall be required to restore or replace same in the event of damage except for damage caused solely by the Landlord’s negligence or intentional misconduct. Tenant shall have no claim against Landlord for any damage suffered by reason of any such damage, destruction, repair or restoration, nor shall Tenant have the right to terminate this Lease as the result of any statutory provision now or hereafter in effect pertaining to the damage and destruction of the Premises, except as expressly provided herein; more specifically, Tenant may terminate the Lease if the damage or destruction Premises or Building (or the insufficiency of insurance coverage) is the result of Landlord’s negligence or intentional misconduct. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 28 13.3 Temporary Reduction of Rent. If the Premises is destroyed or damaged and Landlord or Tenant repairs or restores the Premises pursuant to the provisions of this Article 13, any Rent payable during the period of such damage, repair and/or restoration shall be abated. 13.4 Waiver. Because Landlord and Tenant have agreed that the provisions of this Article 13 shall govern the rights and obligations of Landlord and Tenant in the event of any damage or destruction of the Premises, Tenant waives the provisions of California Civil Code Section 1932(2) which indicates that the hirer of a thing may terminate the hiring before the end of the term “when the greater part of the thing hired, or that part which was and which the letter had at the time of the hiring reason to believe was the material inducement to the hirer to enter into the contract, perishes from any other cause than the want of ordinary care of the hirer,” and of California Civil Code Section 1933(4) which indicates that “the hiring of a thing terminates by the destruction of the thing hired,” and of any similar statute, code or judicial decision which grants a tenant the right to terminate the lease in the event of damage or destruction of the Premises. ARTICLE 14 CONDEMNATION 14.1 Total Condemnation. If the whole of the Premises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, then the Term of this Lease shall cease and terminate as of the date of title vesting in such proceeding and all rentals shall be paid up to that date and Tenant shall have no claim against Landlord for the value of any unexpired Term of this Lease. 14.2 Partial Condemnation. If any part of the Premises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, and in the event that such partial condemnation shall render the Premises unsuitable for the business of Tenant, then the Term of this Lease shall cease and terminate as of the date of title vesting in such proceeding and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. In the event such partial condemnation is not extensive enough to render the Premises unsuitable for the business of Tenant, then Landlord shall within a reasonable time restore the Premises to a condition comparable to its condition at the time of such condemnation less the portion lost in the taking, and this Lease shall continue in full force and effect, except that Rent shall be abated while Landlord restores the Premises and Rent shall be reduced after Landlord restores the Premises to reflect the portion of the Premises lost in the taking. 14.3 [Reserved] 14.4 Distribution of Condemnation Award. Any condemnation award or payment shall be distributed in the following order: (a) first, to any ground lessor, mortgagee or beneficiary under a deed of trust encumbering the Premises, the amount of its interest in the Premises; (b) second, to Tenant representing the lost value of the Lease and its ability to conduct the Permitted Use on the Premises (provided such lost value does not reduce the amount of Landlord’s award), loss of or damage to Tenant’s trade fixtures or removable personal property, and relocation expenses; and (c) third, to Landlord, the remainder of such award, whether as compensation for reduction in the value of the leasehold, the taking of the fee, or otherwise. If this Lease is not DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 29 terminated, Landlord shall repair any damage to the Premises caused by the condemnation, except that Landlord shall not be obligated to repair any damage for which Tenant has been reimbursed by the condemning authority. If the severance damages received by Landlord are not sufficient to pay for such repair, Landlord shall have the right to either terminate this Lease or make such repair at Landlord’s expense. ARTICLE 15 ASSIGNMENT AND SUBLETTING 15.1 Landlord’s Consent Required. Tenant shall not either voluntarily or by operation of law, assign, mortgage, pledge, hypothecate or encumber this Lease or the leasehold interest created hereby or any interest herein, or sublet the Premises or any portion thereof, or license the use of all or any portion of the Premises or permit any other person to occupy or use the Premises or any portion thereof (collectively referred to herein as a “Transfer”), without the reasonable written consent of Landlord first had and obtained, which consent is subject to the following conditions: (i) the proposed transferee’s use of the Premises must be consistent with Articles 8 and 9 hereof; (ii) in Landlord’s reasonable business judgment, the proposed transferee must have sufficient business reputation and experience to operate a successful business of the type and quality permitted under this Lease; (iii) the proposed Transfer must not breach any covenant of Landlord respecting radius, business location, use or exclusivity in any other lease, financing agreement or any other agreement relating to the Center or, in Landlord’s reasonable business judgment, create a tenant mix concern; (iv) fifty percent (50%) of any profit received by Tenant from the proposed Transfer (except for any Permitted Transfers), whether during or after the Term of this Lease, shall be paid to Landlord when received; and (v) the proposed transferee must not be an existing tenant in the Center. 15.2 Transfers of Interests in Tenant Requiring Landlord’s Consent. If Tenant or its general partner or manager hereunder is a corporation which, under the laws of California, is not deemed a public corporation, or is an unincorporated association, partnership, or a limited liability company, then the transfer, assignment, or hypothecation of any stock or interest in such corporation, association, partnership or limited liability company or its general partner or manager in the aggregate in excess of fifty percent (50%) shall be deemed a Transfer under the meaning of this Article 15. 15.3 Permitted Transfers. Tenant may, without Landlord’s consent, sublet all of the Premises or assign the Lease (but only after prior written notice to Landlord) to (a) a parent, subsidiary, affiliate, division or other entity controlling, controlled by, or under common control with Tenant; (b) a successor entity related to Tenant by merger, consolidation, reorganization or government action; (c) a party that acquires Tenant’s leasehold interest provided, such party engages in the Permitted Use, subject to the terms of the Lease. More specifically, Tenant may assign (or sublease) its entire interest in the Lease to an assignee or subtenant that is majority owned, individually or in combination, by (i) Lessee, (ii) Lessee’s Majority Member, Ana Garcia, (iii) Lessee’s Minority Member, Aaron Mamann, and/or (iv) Odyssey Insights, Inc., a California corporation (or a subsidiary of Odyssey Insights, Inc.). DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 30 15.4 Transfer Without Consent. Any Transfer without Landlord’s prior written consent shall, at the option of the Landlord, constitute a non-curable breach of this Lease and shall not act as a release of Tenant or Guarantor hereunder, from any of the obligations and agreements on its part to be kept and performed hereunder. Tenant hereby fully waives and relinquishes any rights it may have under California Civil Code Section 1995.310, otherwise permitting Tenant to seek damages against Landlord and/or to attempt to terminate this Lease in connection with an allegation that Landlord has unreasonably withheld consent to a Transfer. Tenant agrees and acknowledges that Tenant’s sole right and remedy against Landlord in such instance shall be to seek and to have the Transfer approved as consistent with the terms and provisions of this Lease or based upon a determination that Landlord has unreasonably withheld its consent to the proposed Transfer. 15.5 No Release of Guarantor. No Transfer permitted by this Article 15, shall release Guarantor without an express written agreement to the contrary. Landlord’s acceptance of rent from any other person is not a waiver of any provision of this Article 15. Consent to one transfer is not a consent to any subsequent transfer. If Tenant’s transferee defaults under this Lease, Landlord may proceed directly against Guarantor without pursuing remedies against the transferee. Landlord may consent to subsequent assignments or modifications of this Lease by Tenant’s transferee, without notifying Tenant or obtaining its consent. Such action shall not relieve Guarantor’s liability under this Lease. 15.6 Landlord’s Election. Tenant’s request for consent to any Transfer described in Section 15.1 above shall be accompanied by a written statement setting forth the details of the proposed Transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed Transfer (e.g., the term of and rent and security deposit payable under any assignment or sublease), and any other information requested by Landlord. Landlord shall have the obligation, in its reasonable discretion (a) to withhold consent based upon the standards set forth herein; (b) to grant consent; or (c) if the Transfer is a sublease of the Premises or an assignment of this Lease, to terminate this Lease as of the effective date of such sublease or assignment, in which case Landlord may elect to enter into a direct lease with the proposed assignee or subtenant. 15.7 No Merger. No merger shall result from Tenant’s sublease of the Premises under this Article 15, Tenant’s voluntary or other surrender of this Lease, a mutual cancellation thereof, or the termination of this Lease in any other manner. In any such event, Landlord may, at its option, terminate any or all subtenancies or succeed to the interest of Tenant as sub-landlord thereunder, or if such sublease was approved by Landlord, the termination shall operate as an assignment to Landlord of any or all such subleases or subtenancies. 15.8 Assignment Fees and Procedures. In the event Landlord shall be requested to consent to a sublease, assignment, pledge, encumbrance, or any other Transfer described in Section 15.1 above, Tenant shall pay Landlord a reasonable fee not to exceed Five Hundred Dollars ($500.00) to reimburse Landlord for costs and expenses, excluding attorneys’ fees which shall be reimbursed pursuant to Section 18.2 herein, incurred in connection with reviewing Tenant’s request for consent. Tenant’s check for the assignment fee shall be delivered to Landlord concurrent with Tenant’s request for consent. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 31 ARTICLE 16 DEFAULTS; REMEDIES 16.1 Covenants and Conditions. Tenant’s performance of each of Tenant’s obligations under this Lease is a condition as well as a covenant. Tenant’s right to continue in possession of the Premises is conditioned upon such performance. Time is of the essence in the performance of all covenants and conditions. 16.2 Defaults. Tenant shall be in material default under this Lease: 16.2.1 If Tenant abandons or vacates the Premises (other than as permitted hereunder); 16.2.2 If Tenant fails to pay Rent or any other charge required to be paid by Tenant, as and when due where such failure continues for a period of three (3) business days following written notice to Tenant; provided, however, if Tenant fails to timely pay such Rent or charge two (2) times within any twelve (12) month period, then thereafter, Landlord shall not be required to provide Tenant with any notice of non-payment and Tenant shall be in default upon failure to pay when due; 16.2.3 If Tenant fails to perform any of Tenant’s nonmonetary obligations under this Lease after written notice from Landlord establishing a reasonable deadline for such performance; provided that if more time is required for such performance, Tenant shall not be in default if Tenant commences such performance prior to the deadline established and thereafter diligently pursues its completion. However, Landlord shall not be required to give such notice if Tenant’s failure to perform constitutes a non-curable breach of this Lease. The notice required by this section is intended to satisfy any and all notice requirements imposed by law on Landlord prior to the commencement of an unlawful detainer action and is not in addition to any such requirement; and 16.2.4 (i) If Tenant makes a general assignment or general arrangement for the benefit of creditors; (ii) if a petition for adjudication of bankruptcy or for reorganization or rearrangement is filed by or against Tenant and is not dismissed within thirty (30) days; (iii) if a trustee or receiver is appointed to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease and possession is not restored to Tenant within thirty (30) days; or (iv) if substantially all of Tenant’s assets located at the Premises or if substantially all of Tenant’s interest in this Lease is subjected to attachment, execution or other judicial seizure which is not discharged within thirty (30) days. If a court of competent jurisdiction determines that any of the acts described in this section is not a default under this Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor in possession) and such trustee or Tenant transfers Tenant’s interest hereunder, then Landlord shall receive, as Additional Rent, the difference between the rent (or any other consideration) paid in connection with such assignment or sublease and the rent payable by Tenant hereunder. 16.3 Default by Landlord. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 32 (30) days after written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. 16.4 Remedies. On the occurrence of any material default by Tenant, Landlord may, at any time thereafter, with or without notice or demand and without limiting Landlord in the exercise of any right or remedy which Landlord may have: 16.4.1 Terminate Tenant’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate, and Tenant shall immediately surrender possession of the Premises to Landlord. In such event Landlord shall have the immediate right to re-enter the Premises and remove all persons and property and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Tenant, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby; and Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant’s default, including (i) the worth at the time of the award of all monthly Base Rent, Additional Rent and other charges which were earned or were payable at the time of the termination; (ii) the worth at the time of the award of the amount by which the unpaid monthly Base Rent, Additional Rent and other charges which would have been earned or were payable after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (iii) the worth at the time of the award of the amount by which the unpaid monthly Base Rent, Additional Rent and other charges which would have been payable for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom whether provided by this Lease or allowed by applicable law, including, but not limited to, any costs or expenses incurred by Landlord in maintaining or preserving the Premises after such default, the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation or alteration of the Premises, Landlord’s reasonable attorney’s fees, and any real estate commissions or other such fees paid or payable; and (v) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted by applicable California law from time to time. As used in subparts (i) and (ii) above, the “worth at the time of the award” is computed by allowing interest on unpaid amounts at the rate of ten percent (10%) per annum, or such lesser amount as may then be the maximum lawful rate. As used in subpart (iii) above, the “worth at the time of the award” is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus one percent (1%). If Tenant shall have abandoned the Premises, Landlord shall have the option of (i) retaking possession of the Premises and recovering from Tenant the amount specified in this section, or (ii) proceeding as set forth below; DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 33 16.4.2 Maintain Tenant’s right to possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Premises. In such event, Landlord shall be entitled to enforce all of Landlord’s rights and remedies under this Lease, including the right to recover the rent as it becomes due hereunder. Tenant acknowledges that Landlord has the remedy described in California Civil Code Section 1951.4 in that Landlord may continue the Lease in effect after Tenant’s breach and abandonment and recover rent as it becomes due; and 16.4.3 Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the state in which the Premises is located. 16.5 The Right to Relet the Premises. Should Landlord elect to re-enter, as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary in order to relet the Premises, and relet said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable; upon each such reletting all rentals received by Landlord from such reletting shall be applied, first, to the repayment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees and attorneys’ fees and of costs of such alterations and repairs; third, to the payment of rent due and unpaid hereunder, and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. In no event shall Tenant be entitled to any excess rental received by Landlord over and above that which Tenant is obligated to pay hereunder. Should that portion of such rentals received from such reletting during any month, which is applied to the payment of rent hereunder, be less than the rent payable hereunder during that month by Tenant, then Tenant shall pay such deficiency to Landlord forthwith upon demand, and said deficiency shall be calculated and paid monthly. Tenant shall also pay Landlord as soon as ascertained and upon demand, all costs and expenses incurred by Landlord in connection with such reletting and in making any such alterations and repairs which are not covered by the rentals received from such reletting. No re-entry or taking possession of the Premises by Landlord under this Article shall be construed as an election to terminate this Lease unless a written notice of such intention is given to Tenant or unless the termination thereof be adjudged by a court of competent jurisdiction. Notwithstanding any reletting without termination by Landlord because of Tenant's default, Landlord may at any time after such reletting elect to terminate this Lease because of such default. 16.6 Waiver of Rights of Redemption. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants or conditions of this Lease, or otherwise. 16.7 Cumulative Remedies. Landlord’s exercise of any right or remedy shall not prevent it from exercising any other right or remedy. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 34 16.8 Late Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord of rent and other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult and costly to ascertain. Such costs include, but are not limited to, processing, administrative and accounting charges, and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises. Accordingly, if any installment of rent or another sum due from Tenant shall not be received by Landlord or Landlord’s designee within five (5) days after such amount shall be due, Tenant shall pay to Landlord a late charge as liquidated damages as that term is used in section 1671 of the California Civil Code, equal to ten percent (10%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur as a consequence of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. 16.9 Attorney Fees. If Landlord shall retain an attorney for the purpose of collecting any rental due from Tenant, Tenant shall pay the reasonable fees of such attorney for his or her services regardless of the fact that no legal proceeding or action may have been filed or commenced. 16.10 Mitigation of Damages. 16.10.1 Both Landlord and Tenant shall each use commercially reasonable efforts to mitigate any damages resulting from a default of the other party under this Lease. 16.10.2 Landlord’s obligation to mitigate damages after a default by Tenant under this Lease that results in Landlord regaining possession of all or part of the Premises shall be satisfied in full if Landlord undertakes to lease the Premises to another tenant (a “Substitute Tenant”) in accordance with the following criteria: (a) Landlord shall have no obligation to solicit or entertain negotiations with any other prospective tenants for the Premises until Landlord obtains full and complete possession of the Premises including, without limitation, the final and unappealable legal right to re-let the Premises free of any claim of Tenant. (b) Landlord shall not be obligated to offer the Premises to any prospective tenant when other premises in the Center suitable for that prospective tenant's use are currently available or will be available within the next six (6) months. (c) Landlord shall not be obligated to lease the Premises to a Substitute Tenant for a rental less than the current fair market rental then prevailing for similar retail space in comparable shopping centers in the same market area as the Center. (d) Landlord shall not be obligated to enter into a new lease under terms and conditions that are unacceptable to Landlord under Landlord's then current leasing policies for comparable space in the Center. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 35 (e) Landlord shall not be obligated to enter into a lease with any proposed Substitute Tenant that does not have, in Landlord’s reasonable opinion, sufficient financial resources or operating experience to operate the Premises in a first-class manner. (f) Landlord shall not be required to expend any amount of money to alter, remodel, or otherwise make the Premises suitable for use by a Substitute Tenant unless: (i) Tenant pays any such sum to Landlord in advance of Landlord's execution of a lease with such Substitute Tenant (which payment shall not be in lieu of any damages or other sums to which Landlord may be entitled to as a result of Tenant's default under this Lease); or (ii) Landlord determines that any such expenditure is financially justified in connection with entering into any lease with such Substitute Tenant. (g) Landlord shall not be obligated to enter into a lease with any Substitute Tenant whose use would: (i) Disrupt the tenant mix or balance of the Center; (ii) Violate any restriction, covenant, or requirement contained in the lease of another tenant of the Center; (iii) Adversely affect the reputation of the Center; or (iv) Be incompatible with the operation of the Center as a first- class shopping center. 16.10.3 Upon compliance with the criteria regarding the re-letting of the Premises after a default by Tenant, Landlord shall be deemed to have fully satisfied Landlord's obligation to mitigate damages under this Lease and under any law or judicial ruling in effect on the date of this Lease or at the time of Tenant’s default; and Tenant waives and releases, to the fullest extent legally permissible, any right to assert in any action by Landlord to enforce the terms of this Lease, any defense, counterclaim, or rights of setoff or recoupment respecting the mitigation of damages by Landlord, unless and to the extent Landlord fails to act in accordance with the requirements of this Section. 16.10.4 Tenant's right to seek damages from Landlord as a result of a default by Landlord under this Lease shall be conditioned on Tenant taking all actions reasonably required, under the circumstances, to minimize any loss or damage to Tenant's property or business, or to any of Tenant's officers, employees, agents, invitees, or other third parties that may be caused by any such default of Landlord. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 36 ARTICLE 17 PROTECTION OF CREDITORS 17.1 Subordination. Tenant agrees to execute, acknowledge and deliver to Landlord upon request such documents and instruments reasonably acceptable to Tenant and as may be necessary to subordinate this Lease to (a) any mortgages or trust deeds that now exist or may hereafter be placed upon the underlying property by Landlord, (b) to and all advances made or to be made thereunder, (c) to the interest on all obligations secured thereby, and (d) to all renewals, modifications, consolidations, replacements and extensions thereof. Except as expressly provided herein, this Lease is made subject to all existing encumbrances, covenants, restrictions, conditions, and easements of record as of the Commencement Date. With respect to encumbrances, covenants, restrictions, conditions, and easements entered into by Landlord after the Commencement Date, Tenant’s subordination of this Lease shall be subject to receiving assurance (a “non-disturbance agreement”) from Landlord that Tenant’s possession of the Premises and this Lease, including any options to extend the Term, will not be disturbed so long as Tenant is not in default of the Lease. 17.2 Attornment. If Landlord’s interest in the Premises is acquired by any ground lessor, beneficiary under a deed of trust, mortgagee, or purchaser at a foreclosure sale, Tenant shall attorn to the transferee of or successor to Landlord’s interest in the Premises and recognize such transferee or successor as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. 17.3 Signing of Documents. Tenant shall execute, have notarized at Tenant’s expense, and deliver any instrument or documents necessary or appropriate to effectuate or evidence any such attornment or subordination or agreement to do so. If Tenant fails to do so within ten (10) days after written request (i) Tenant hereby makes, constitutes and irrevocably appoints Landlord, or any transferee or successor of Landlord, the attorney-in-fact of Tenant to execute and deliver any such instrument or document, and (ii) such failure shall constitute a default under this Lease entitling Landlord to terminate this Lease. 17.4 Estoppel Certificates. 17.4.1 Upon Landlord’s written request, Tenant shall execute, have notarized at Tenant’s expense, and deliver to Landlord a written statement certifying: (i) that none of the terms or provisions of this Lease have been changed (or if they have been changed, stating how they have been changed); (ii) that this Lease is in full force and has not been canceled or terminated; (iii) the last date of payment of the monthly Base Rent and other charges and the time period covered by such payment; (iv) that Landlord is not in default under this Lease (or, if Landlord is claimed to be in default, stating why); (v) that to the best of its knowledge, there are no uncured defaults on the part of Landlord or matters which, upon the passage of time and the giving of notice, or both, would constitute a default or breach by Tenant (of if any such default exists, the specific nature and extent thereof); (vi) the date to which any rents and other charges have been paid in advance, if any; (vii) Tenant agrees not enter into any amendments or modification of the Lease without the prior written consent of lender specified by Landlord, provided such consent would not be unreasonably withheld; and (viii) such other statements as required by Landlord, or DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 37 any lender prospective lender, investor or purchaser. Tenant shall deliver such statement to Landlord within ten (10) days after Landlord’s request. Any such statement by Tenant may be given by Landlord to any prospective purchaser or encumbrancer of the Premises. Such purchaser or encumbrancer may rely conclusively upon such statement as true and correct. Landlord may request multiple originals of such statement, or request more than one statement. 17.4.2 If Tenant does not deliver such statement to Landlord within such ten (10) day period, (i) Tenant irrevocably constitutes and appoints Landlord as its special attorney- in-fact to execute and deliver the certificate to any third party, and (ii) such failure shall constitute a default under this Lease. Further, if Tenant fails to deliver such statement, Landlord, and any prospective purchaser or encumbrancer, may conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated except as otherwise represented by Landlord; (iii) that not more than one month’s monthly Base Rent or other charges have been paid in advance; and (iv) that Landlord is not in default under this Lease. In such event, Tenant shall be estopped from denying the truth of such facts. 17.4.3 Within ten (10) days after written request from Landlord, Tenant shall deliver to Landlord such financial statements as are reasonably required by Landlord to verify the net worth of Tenant or any assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall deliver to any lender or proposed purchaser of the Premises designated by Landlord any financial statements or other document(s) required by such lender to facilitate the sale, financing or refinancing of the Premises. Tenant represents and warrants to Landlord that each such financial statement is a true and accurate statement as of the date of such statement. All financial statements shall be confidential and shall be used only for the purposes set forth herein. 17.4.4 Tenant agrees to give any mortgagees and/or trust deed holders, by U.S. certified or express mail, a copy of any notice of default, served upon the Landlord, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the addresses of such mortgagees and/or trust deed holders. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the mortgagees and/or trust deed holders shall have an additional thirty days (30) within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if within such thirty days (30) any mortgagee and/or trust deed holder has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings if necessary to affect such cure), in which event this Lease shall not be terminated while such remedies are being so diligently pursued. ARTICLE 18 LEGAL COSTS 18.1 Legal Proceedings. With the exception of a party’s negligence or willful misconduct, each party shall reimburse the other party, upon demand, for any costs or expenses incurred by the other party in connection with any breach or default of a party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 38 costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys’ fees and costs. Such attorneys’ fees and costs shall be paid by the losing party in such action. With the exception of claims resulting from Landlord’s negligence or willful misconduct, Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord if Landlord becomes or is made a party to any claim or action (a) by any third party against Tenant or by or against any person holding any interest under or using the Premises by a license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant’s expense with counsel reasonably acceptable to Landlord or, at Landlord’s election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord in any such claim or action. 18.2 Landlord’s Consent. Tenant shall pay Landlord’s reasonable attorneys’ fees incurred in connection with Tenant’s request for Landlord’s consent under Section 15.1, or in connection with any other act which Tenant proposes to do and which requires Landlord’s consent. ARTICLE 19 MISCELLANEOUS PROVISIONS 19.1 Non-Discrimination. Tenant promises, and it is a condition to the continuance of this Lease, that there will be no discrimination against, or segregation of, any person or group of persons on the basis of race, color, sex, creed, national origin or ancestry in the leasing, subleasing, transferring, occupancy, tenure or use of the Premises or any portion thereof. 19.2 Landlord’s Liability; Certain Duties. 19.2.1 As used in this Lease, the term “Landlord” means only the current owner or owners of the fee title to the Premises or the leasehold estate under a ground lease of the Premises at the time in question. Each Landlord is obligated to perform the obligations of Landlord under this Lease only during the time such Landlord owns such interest or title. Any Landlord who transfers its title or interest is relieved and released of all liability with respect to the obligations of Landlord under this Lease to be performed on or after the date of transfer. However, each Landlord shall deliver to its transferee all funds previously paid by Tenant if such funds have not yet been applied under the terms of this Lease. 19.2.2 Tenant shall give written notice of any failure by Landlord to perform any of its obligations under this Lease to Landlord and to any ground lessor, mortgagee or beneficiary under any deed of trust encumbering the Premises whose name and address have been furnished to Tenant in writing. Landlord shall not be in default under this Lease unless Landlord (or such ground lessor, mortgagee or beneficiary) fails to cure such non-performance within thirty (30) days after receipt of Tenant’s notice. However, if such non-performance reasonably requires DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 39 more than thirty (30) days to cure, Landlord shall not be in default if such cure is commenced within such thirty (30) day period and thereafter diligently pursued to completion. 19.3 Severability. A determination by a court of competent jurisdiction that any provision of this Lease or any part thereof is illegal or unenforceable shall not cancel or invalidate the remainder of such provision or this Lease, which shall remain in full force and effect. 19.4 Interpretation. The captions of the Articles or Sections of this Lease are to assist the parties in reading this Lease and are not a part of the terms or provisions of this Lease. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant, the term “Tenant” shall include Tenant’s agents, employees, contractors, invitees, successors or others using the Premises with Tenant’s expressed or implied permission. In any provision relating to the conduct, acts or omissions of Landlord, the term “Landlord” shall include Landlord’s agents, employees, contractors, invitees, successors or others using the Premises with Landlord’s expressed or implied permission. 19.5 Counterparts. This Lease may be executed in any number of counterparts to the same effect as if each party hereto had signed the same document. All counterparts shall be construed together and shall constitute one Lease. 19.6 Entire Agreement. This Lease and the Exhibits, and Rider(s) and/or Addendum(a), if any, attached hereto and forming a part hereof, set forth all the covenants, terms, provisions, warranties (if any), obligations, limitations, promises, representations, agreements, conditions and understandings, either oral or written, between Landlord and Tenant concerning the Premises and there are no covenants, terms, provisions, warranties (if any), obligations, limitations, promises, representations, agreements, conditions and understandings, either oral, or written, between them other than are herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by the party to be charged with their performance. Tenant acknowledges and agrees that no prior information provided or statements made by Landlord or its agent(s), including without limitation, estimated gross sales and estimated Center Operating Costs (Common Area maintenance) expenses or calculations, and any other financial matters, and matters related to: (a) any of the premises in the Center; (b) the Center itself; or (c) the number and kinds of tenants in the Center, have in any way induced Tenant to enter into this Lease. 19.7 Notices. Any notice required or permitted under this Lease must be in writing, and delivered to the addresses specified in Section 1.2 by (i) express mail with proof of delivery; (ii) personal delivery; or (iii) electronic mail with read receipt (provided such email is received prior to 5 p.m. on a business day, otherwise it shall be deemed delivered on the next business day), provided any notice of a breach under this Lease must be delivered pursuant to 19.7(i) or (ii), above. Any such notice shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Either party may change its notice address upon written notice to the other party, provided a street address for personal delivery is given. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 40 19.8 Waivers. All waivers must be in writing and signed by the waiving party. Landlord’s failure to enforce any provision of this Lease or its acceptance of rent shall not be a waiver and shall not prevent Landlord from enforcing that provision or any other provision of this Lease in the future. No statement on a payment check from Tenant or in a letter accompanying a payment check shall be binding on Landlord. Landlord may, with or without notice to Tenant, negotiate such check without being bound to the conditions of such statement. 19.9 No Recordation. Tenant shall not record this Lease without prior written consent from Landlord. However, Landlord may require that a “Short Form” memorandum of this Lease be executed by both parties and, at its expense, recorded. 19.10 Binding Effect: Choice of Law. This Lease binds any party who legally acquires any rights or interest in this Lease from Landlord or Tenant. However, Landlord shall have no obligation to Tenant’s successor unless the rights or interests of Tenant’s successor are acquired in accordance with the terms of this Lease. The laws of the state in which the Premises is located shall govern this Lease. 19.11 Corporate or Company Authority; Partnership Authority. If Tenant is a corporation or limited liability company, each person signing this Lease on behalf of Tenant represents and warrants that he has full authority to do so and that this Lease binds the corporation or limited liability company, as the case may be. If Tenant is a partnership, each person signing this Lease for Tenant represents and warrants that he is a general partner of the partnership, that he has full authority to sign for the partnership and that this Lease binds the partnership and all general partners of the partnership. Tenant shall give written notice to Landlord of any general partner’s withdrawal or addition. Within five (5) days after this Lease is signed, Tenant shall deliver to Landlord a copy of Tenant’s recorded statement of partnership or certificate of limited partnership. 19.12 No Partnership. Landlord shall not by virtue of this Lease, in any way or for any purpose, be deemed to have become a partner of Tenant in the conduct of its business, or otherwise, or joint venturer or a merger of a joint enterprise with Tenant, nor is Tenant an agent of Landlord for any reason whatsoever. 19.13 Joint and Several Liability. All parties signing this Lease as Tenant shall be jointly and severally liable for all obligations of Tenant. 19.14 Construction of Lease and Terms. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by counsel of its own choosing, and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of the same. Landlord’s submission of this instrument to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 41 drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced only by Landlord’s execution of this Lease. 19.15 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy provided in this Lease. 19.16 Provisions are Covenants and Conditions. All provisions, whether covenants or conditions, on the part of the Landlord, or on the part of Tenant, shall be deemed to be both covenants and conditions. 19.17 Remodel. Landlord may in the future remodel or refurbish portions of the Center so long as such remodeling and/or refurbishing does not require Tenant to unreasonably cease operation of the Permitted Use for more than a temporary amount of time. Accordingly, such remodeling and/or refurbishing may include the Premises. The remodeling and/or refurbishing will be done in accordance with the proper architect’s design specifications which will be reasonably reviewed and approved by Landlord and copies of such drawings will be made available to Tenant. Tenant agrees to reasonably accept such specifications. Tenant further agrees that Tenant will not, through any act or omission on the part of Tenant, in any way hinder, impede, or frustrate the efforts of Landlord in completing such remodeling or refurbishing in a timely fashion. As part of architect’s design specifications, a new reasonable exterior Tenant sign criteria may be developed. Upon development of said new sign criteria Tenant, at Tenant’s expense, upon written notice from Landlord, shall remove all existing signs and replace such exterior signs with a new sign in accordance with the new sign criteria. Such resigning by Tenant shall be completed with reasonable diligence after receipt of new sign criteria from Landlord. 19.18 Waiver of Right to Jury Trial. To the extent permitted by law, Landlord and Tenant hereby waive their respective right to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding and/or hearing brought by either Landlord against Tenant or Tenant against Landlord on any matter whatsoever arising out of, or in any way connected with, this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or any claim of injury or damage, or the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect. 19.19 Real Estate Brokers. Landlord shall pay Landlord’s broker for this Lease, pursuant to a separate Agreement. Elliot Lewis, Broker (DRE License #01411286) is broker for Tenant and shall make arrangements with Landlord’s broker for payment as cooperating broker which shall provide that Landlord’s broker and Tenant’s broker shall share one-half each of a commission equal to six percent (6%) of Base Rent payable for the first seven (7) years of the Term. Except as to the broker(s) specifically set forth above, Landlord and Tenant represent and warrant that there are no claims for brokerage commissions or finder’s fees by any other person in connection DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 42 with the execution of this Lease, and agree to indemnify the other against and hold it harmless from all liability arising from any such claim made through the indemnifying party, including, without limitation, the cost of attorneys’ fees in connection therewith. 19.20 Exculpation. The obligations of Landlord under this Lease do not constitute personal obligations of Landlord, or its managers, members, partners, directors, officers or shareholders and Tenant shall look solely to the Center (as defined in Section 1.4) and to no other assets of Landlord for satisfaction of any liability with respect to this Lease and will not seek recourse against the managers, members, partners, directors, officers or shareholders of Landlord (collectively referred to herein as “Member”) herein, nor against any of their personal assets for such satisfaction. In addition (i) no Member shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction of the partnership), (ii) no service of process shall be made against any Member (except as may be necessary to secure jurisdiction of the partnership), (iii) no Member shall be required to answer or otherwise plead to any service of process and no judgment will be taken against any Member, (iv) no writ of execution will ever be levied against the assets of any Member, and (v) these covenants and agreements are enforceable both by Landlord and also by any Member. [Signature page follows] DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 43 SIGNATURE PAGE TO SHOPPING CENTER LEASE IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the Effective Date. TENANT: Traditional - Fresno - AGK LLC, a California limited liability company By: _______________________________ Name: Ana Garcia___________________ Its: Majority Member_________________ By: _______________________________ Name: Aaron Mamann________________ Its: Minority Member_________________ LANDLORD: Jensen-ITH, LLC, a Nevada limited liability company By: Name: Its: DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 James Allen Managing Member r DocuSigned by: L~~ A-1 EXHIBIT “A” [To Be Attached] DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 B-1 EXHIBIT “B” LANDLORD’S WORK Landlord shall construct, at its sole cost and expense, the base Building. Tenant shall occupy 3,000 square feet of the Building (“Premises”) which Landlord shall finish to a warm shell which shall consist of a completely finished, water right, fully insulated building shell with a level and smooth slab floor housing the Premises, including a complete and finished storefront and entry door, back door, four perimeter walls, but no drop ceiling, with one bathroom containing a toilet, sink and ADA fixtures, and an electric panel. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 C-1 EXHIBIT “C” TENANT’S WORK 1. Tenant shall be obligated to perform the following: A. Signs: Tenant shall pay for all signs and installation thereof, subject to all applicable provisions of the Lease. B. Utilities: All meters or other measuring devices in connection with utility services shall be provided by Tenant unless previously installed by Landlord and then only if same are authorized by Landlord for Tenant’s use. All service shall be made at Tenant’s expense. C. Interior Work: The work to be done by Tenant shall include, but not be limited to, the purchase, construction, installation and/or performance of the following: 1. Electrical panels, wiring, breakers and fixtures beyond that provided by Landlord. 2. Interior partitions including finishing, electrical wiring, and connections within the Premises. 3. Lighting and covers. 4. All interior painting and wall and ceiling finishes. 5. Store fixtures and furnishings and floor coverings. 6. Display window enclosure. 7. Plumbing fixtures within the Premises beyond those provided by Landlord, together with a separate water meter for any plumbing fixtures or work beyond those provided by Landlord. 8. Mechanical equipment in addition to that provided by Landlord, including venting and ducting. 9. Distribution and hook-up to all gas appliances. 10. The Tenant shall be responsible for all modifications, expansions, and alterations to any fire suppression and alarm system provided by Landlord within the Premises only, including (but not limited to) permit fees, required alarm devices (strobes, pull stations, and spoke detectors) and any other modifications to the sprinkler system due to partitions, dropped ceilings, or any other specific use of the Premises by the Tenant. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 C-2 If per the Landlord’s request, the Tenant may be required to contract with the shell and core fire suppression and alarm contractors for this scope of work. 2. All work undertaken by Tenant shall be at Tenant’s expense and shall not damage the Building or any part thereof. Any damage to the Premises, to the Building within which the Premises are located or to any other work caused by Tenant’s contactor shall be repaired to Landlord’s reasonable satisfaction at the sole cost and expense of Tenant. Any roof penetration shall be sealed by Landlord’s approved roofer and shall be performed only after Landlord has given reasonable consent, which consent shall in part be conditioned upon the Plans and Specifications, including materials reasonably acceptable to Landlord and roof top curbs to spread the weight of the equipment being installed in order to prevent damage to the roof. Tenant shall also be responsible for obtaining and paying for professional inspections of any structural work and/or mechanical work (including, without limitation, any roof work or concrete work) as required by Landlord. All of the work to the Premises made by Tenant (“Tenant’s Work”) shall be good and workmanlike manner and shall be in conformity with the applicable building code or other applicable governmental requirements of the city or county (as applicable) in which the Project is located. 3. Prior to commencement of any of Tenant’s Work on the Premises, Tenant shall first provide to Landlord Tenant’s Certificate(s) of Insurance as required by the Lease, and evidence of the following: Contractors Insurance Requirements: 1. Workers Compensation Statutory Limits 2. Employers Liability 3. Comprehensive Business Auto Liability Coverage shall apply to “any auto” 4. Commercial General Liability Insuring against Bodily Injury, Property Damage, Personal Injury, and Advertising Injury Any general aggregate shall apply on a “per project” basis for contractors. Coverage is to be provided on an “occurrence” rather than a “claims made” basis. Any subcontractor performing work that is less than ten percent (10%) of the total contract price of Tenant’s Work may maintain commercial general liability limits of per occurrence, general aggregate, products and completed operations, provided the coverage DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 C-3 for the general contractor meets the insurance requirements above and provide coverage for the work performed by any subcontractor. All contractors’ or vendors’ liability policies (except employers’ liability and errors and omissions) shall name the Landlord as Additional Insured and Certificate holder, and a copy of that Certificate shall be provided to Landlord prior to the commencement of the Tenant’s Work. 4. All plans, diagrams, schedules, specifications and other data (in three (3) copies) to be furnished by Tenant (collectively, the “Plans and Specifications”) to Landlord (at Tenant’s sole expense) complete and sufficient to obtain a building permit, and ready for Landlord’s reasonable approval before submission to City. Upon review, Landlord shall, in writing, reasonably accept or notify Tenant of Landlord’s objections to the Plans and Specifications on or before the date that is ten (10) days after Landlord’s receipt thereof. Tenant shall promptly remedy any objections made by Landlord to the Plans and Specifications and submit the so modified Plans and Specifications to Landlord for reasonable approval as herein provided, and so on, until reasonably approved by Landlord. 5. Tenant shall secure Landlord’s written approval of the Plans and Specifications and shall secure all necessary City approvals and permits to be used in performing the work. Changes to the Plans and Specifications shall be made only by written change order describing scope of work and exact cost of same signed by both parties. Tenant’s finished work shall be subject to Landlord’s reasonable approval and acceptance. 6. During the course of the performance of Tenant’s Work, Landlord reserves the right to inspect Tenant’s Work for conformance with the Plans and Specifications and all other Tenant Work matters requiring Landlord’s prior approval. Failure by Tenant to conform to the Plans and Specifications or other Landlord approved Tenant Work matters, which failure continues for a period of greater than thirty (30) days without cure (assuming the nonconformance can reasonably be cured within thirty (30) days), shall constitute a Tenant default under the Lease. 7. Tenant shall only use contractors and mechanical, electrical, and plumbing subcontractors and roofing subcontractors first reasonably approved by Landlord in writing. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 D-1 EXHIBIT “D” TENANT’S SIGNAGE [To be provided by Tenant as part of the Plans and Specifications for Tenant’s Work] DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 E-1 EXHIBIT “E” CONFIRMATION OF TERM OF LEASE This Confirmation of Term of Lease is made _____________, 20__, between Jensen-ITH, LLC, a Nevada limited liability company (“Landlord”), and Traditional – Fresno - AGK LLC, a California limited liability company (“Tenant”), who agree as follows: 1. Landlord and Tenant entered into that certain Shopping Center Lease dated July 20, 2020, in which Landlord leased to Tenant and Tenant leased from Landlord the Premises described in Section 1.4 of the Lease (the “Premises”). 2. Pursuant to Section 1.6 of the Lease, Landlord and Tenant agree to confirm the commencement and expiration dates of the Term, and the commencement date of rent, as follows: a. _____________, 202__, is the Commencement Date of the Term of the Lease; b. _____________, 20__, is the expiration date of the Term of Lease; and c. _____________, 20__, is the Full Rent Date and the commencement date of Rent and other periodic payments under the Lease. 3. Tenant confirms that: a. It has accepted possession of the Premises as provided in the Lease; b. The improvements and space required to be furnished by Landlord under the Lease have been furnished; c. Landlord has fulfilled all its duties of an inducement nature; d. The Lease has not been modified, altered, or amended; e. There are no setoffs or credits against rent, and no security deposit has been paid except as provided by the Lease; f. Tenant has no notice of a prior assignment, hypothecation, or pledge of rent, or of the Lease; and g. The Lease is in full force and effect. 4. The provisions of this Confirmation of Term of Lease shall inure to the benefit, or bind, as the case may require, the parties and their respective successors subject to the restrictions on assignment and subleasing contained in the Lease. [Signature page follows] DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 E-2 SIGNATURE PAGE TO CONFIRMATION OF TERM OF LEASE Dated: LANDLORD: Jensen-ITH, LLC, a Nevada limited liability company By: Name: Its: Dated: TENANT: Traditional-Fresno-ME, LLC, a California limited liability company By: _______________________________ Name: Ana Garcia___________________ Its: Majority Member_________________ By: _______________________________ Name: Aaron Mamann________________ Its: Minority Member_________________ DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 F-1 EXHIBIT “F” PROHIBITED AND/OR RESTRICTED USES Traditional - Fresno - AGK LLC, a California limited liability company, shall not use its Premises (as set forth in the Shopping Center Lease to which this Exhibit “F” is attached) for any of the following uses which are granted, reserved, restricted or prohibited for the benefit of the following tenants of the Center (and their successor and assigns), and for the benefit of their premises: 1. Dollar General (DolGen California, LLC): Covenant Not to Lease: Landlord covenants and agrees not to lease, rent or occupy, or allow to be leased, rented or occupied, any part of the Shopping Center, for use as a Family Dollar, Bill’s Dollar Store, Fred’s, Dollar Tree, Dollar Zone, Ninety-Nine Cents Only, Deals, Dollar Bills, Bonus Dollar, Maxway, Super Ten, Planet Dollar, Big Lots, Walgreens, CVS, Rite Aid, Five Below, or any Wal-Mart concept. However, said covenant shall expire and have no further effect upon the termination of this Lease, and shall be in effect only during those times that Tenant, or Tenant’s assignee or sublessee, operates the Premises (subject to closures for casualty, condemnation, inventory, training, remodeling, holidays, and Tenant’s business hours) as a general merchandise store, including, but not limited to, a Dollar General® store, or a discount store. In the event Tenant’s Exclusive is considered ineffective at any time during the Term pursuant to the foregoing, then Landlord shall not be restricted by Tenant’s Exclusive during such time that it is ineffective, provided that once Tenant, or Tenant’s assignee or sublessee, recommences operations at the Premises then Tenant’s Exclusive shall once again be in effect and all leases entered into during the ineffective period shall be grandfathered in as exceptions to the above Tenant’s Exclusive, except to the extent that Landlord’s approval is required for a change in use and in such event Landlord shall not approve a change in use that would violate Tenant’s exclusive use unless, by so doing, Landlord would be required to terminate such grandfathered lease. 2. O’Reilly Auto Parts (O’Reilly Auto Enterprises, LLC): Restricted Use: Landlord agrees to prohibit the sale, use, or lease of any portion of Landlord's remaining property or that of its affiliates or subsidiaries, to an auto parts company or other company which derives more than fifteen percent (15%) of their business from the sale and supply of commercial, professional, wholesale and/or retail auto parts (such use is referred to herein as an “Auto Parts Store”). This restriction shall include, but not be limited to, such companies as AutoZone, Advance Auto parts, CarQuest, NAPA and Pep Boys and their related entities (including service centers), successors and assignees, or other company which derives more than fifteen percent (15%) of their business from the sale and supply of commercial, professional, wholesale and/or retail auto parts. If Tenant ceases to operate an Auto Parts Store on the Demised Premises for more than six (6) months (excluding time for repairs addressed in Sections 14(B) and 21), said restriction on the remaining property shall be void and shall no longer have any force or effect. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 G-1 EXHIBIT “G” GUARANTY OF LEASE THIS GUARANTY OF LEASE (“Guaranty”) is made effective as of the 28th day of January 2021, by Ana Garcia, an individual whose address is 528 E. 33rd Street, Los Angeles, CA 90011, and Aaron Mamann, an individual whose address is 1702 S Robertson Blvd, Suite 356, Los Angeles, CA 90035 (collectively referred to herein as “Guarantor”), jointly and severally, for the benefit of Jensen-ITH, LLC, a Nevada limited liability company (“Landlord”), whose address is 1925 Village Center Cir., Ste 150, Las Vegas, NV 89134, with reference to the following facts: WHEREAS, Landlord and Traditional - Fresno - AGK LLC, a California limited liability company (“Tenant”), are either about to enter into, or have already entered into, that certain Shopping Center Lease dated on or about January 28, 2021 (the “Lease”), respecting certain premises generally located at the northwest corner of East Jensen Avenue and South Elm Avenue in Fresno, CA (“Premises”); and WHEREAS, Landlord has required as a material inducement and condition to Landlord’s entering into the Lease that the undersigned guarantee the full and timely performance of the obligations of Tenant under the Lease; and WHEREAS, the undersigned is desirous that Landlord enter into the Lease with Tenant. NOW, THEREFORE, in consideration of the execution of the Lease by Landlord, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Guarantor unconditionally and irrevocably guarantees, without recoupment or deduction by reason of setoff, defense or counterclaim, to Landlord and its successors and assigns, and promises to perform and be liable for the full and punctual payment, and the performance and observance by Tenant, of all the sums, terms, covenants and conditions in the Lease to be paid, kept, performed or observed by Tenant, as a primary obligor and not as a surety. 2. If Tenant shall at any time default in the performance or observance of any of the terms, covenants or conditions of the Lease to be kept, performed or observed by Tenant, Guarantor will keep, perform and observe the same, as the case may be, in the place and stead of Tenant. Guarantor has the right to cure any default of Tenant, provided such cure is performed in accordance with the terms and within the time periods set forth in the Lease. No notice of default need be given to Guarantor, it being specifically agreed and understood that Landlord may proceed forthwith and immediately against Tenant or against Guarantor following any breach or default by Tenant or for the enforcement of any rights which Landlord may have as against Tenant pursuant to or under the terms of the Lease or at law or in equity. 3. Any act of Landlord, or of its successors or assigns, consisting of a waiver of any of the terms or conditions of the Lease, or the giving of any consent on any manner or thing relating DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 G-2 to the Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without notice to Guarantor and without releasing Guarantor from any of its hereunder. 4. The obligations of Guarantor hereunder shall not be released by Landlord’s receipt, application or release of any security given for the performance and observance of any covenant or condition of the Lease to be performed or observed by Tenant, nor by any modification of the Lease, regardless of whether Guarantor consents thereto or receives notice thereof. 5. The liability of Guarantor hereunder shall in no way be altered, limited, or affected by (a) the release or discharge of Tenant in any bankruptcy, receivership, reorganization, liquidation, insolvency, or other proceeding; (b) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's liability under the Lease resulting from the operation of any present or future provision of any federal or state bankruptcy or insolvency law or other statute or from the decision of any court; (c) the rejection or disaffirmance of the Lease in any such proceedings; (d) the assignment or transfer of the Lease by Tenant; (e) any disability or other defense of Tenant; (f) the cessation from any cause whatsoever of the liability of Tenant; (g) the exercise by Landlord of any of its rights or remedies reserved under the Lease or by law; or (h) any termination of the Lease. Guarantor shall not, without the prior reasonable written consent of Landlord, commence, or join with any other person in commencing, any bankruptcy, reorganization, or insolvency proceeding against Tenant. At Landlord’s direction, Guarantor shall file in any bankruptcy or other proceeding in which the filing of claims is required or permitted by law all claims that Guarantor may have against Tenant relating to any indebtedness of Tenant to Guarantor, and shall assign to Landlord all rights of Guarantor under those claims. Landlord shall have the sole right to accept or reject any plan proposed in such proceeding and to take any other action that a party filing a claim is entitled to take. In all such cases, the person or persons authorized to pay such claim shall pay to Landlord the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor assigns to Landlord all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise be entitled; provided, however, that Guarantor’s obligations under this Guaranty shall not be deemed to be satisfied except to the extent that Landlord receives cash by reason of any such payment or distribution. If Landlord receives anything other than cash, the same shall be held as collateral for amounts due under this Guaranty. 6. Guarantor further agrees that it may be joined in any action against Tenant in connection with the said obligations of Tenant and recovery may be had against Guarantor in any such action. Landlord may enforce the obligations of Guarantor hereunder without first taking any action whatsoever against Tenant or its successors and assigns, or pursue any other remedy or apply any security it may hold, and Guarantor hereby waives (a) notice of acceptance of this Guaranty or any other notice (including notices of adverse change in the financial status of Tenant or any other facts that increase the risk to Guarantor), (b) demand of payment, performance, presentation and/or protest of any kind, (c) all right to assert or plead any statute of limitations as to or relating to this Guaranty and the Lease, (d) any right to require Landlord to proceed against Tenant or any other guarantor or any other person or entity liable to Landlord, (e) any right to require Landlord to apply to any default any security deposit or other security it may hold under the Lease, (f) any right to require Landlord to proceed under any other remedy Landlord may have before proceeding against Guarantor, (g) any right or defense arising by reason of the incapacity, DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 G-3 lack of authority, death, or disability of Tenant or any other person, (h) any right or defense arising by reason of the absence, impairment, modification, limitation, destruction, or cessation (in bankruptcy, by an election of remedies, or otherwise) of the liability of Tenant, of the subrogation rights of Guarantor, or of the right of Guarantor to proceed against Tenant for reimbursement, and (h) and any and all surety or other defenses in the nature thereof. Without in any manner limiting the generality of the foregoing, Guarantor waives the benefits of Sections 2809, 2810, 2819, 2845, 2849, and 2850 of the California Civil Code or any similar or analogous statutes of California (or any other jurisdiction) now or hereafter existing. 7. Until all the covenants and conditions in the Lease on Tenant’s part to be performed and observed are fully performed and observed, Guarantor (a) shall have no right to enforce or receive any payment by way of subrogation against Tenant by reason of any payments or acts of performance by Guarantor hereunder and (b) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant to Landlord under the Lease. 8. This Guaranty shall apply to the Lease, and to any extension, renewal, modification or amendment thereof and to any assignment, subletting or other tenancy thereunder, and to any holdover term following the term granted under the Lease or any extension or renewal thereof, and to any obligations resulting from any expansion of the Premises. It is specifically agreed and understood that any or all of the terms of the Lease may be amended, affected, modified or otherwise altered by agreement between Landlord and Tenant, or by a course of conduct, and the Lease may be assigned by Landlord or any assignee of Landlord without consent or notice to Guarantor and that this Guaranty shall thereupon and thereafter guarantee the performance of the Lease as so changed, modified, altered or assigned. To the extent this Guaranty is, or is deemed to be, a continuing guarantee for the purposes of Section 2814 of the California Civil Code or otherwise, Guarantor expressly waives the benefit of the provisions of Section 2815 of the California Civil Code, and waives any right to revoke this Guaranty. 9. In the event this Guaranty shall be held ineffective or unenforceable by any court of competent jurisdiction or in the event of any limitation of Guarantor’s liability hereunder other than as expressly provided herein, then Guarantor shall be deemed to be a tenant under the Lease with the same force and effect as if Guarantor were expressly named as a joint and several tenant therein with respect to the obligations of Tenant thereunder hereby guaranteed. 10. In the event of any litigation between Guarantor and Landlord with respect to the subject matter hereof, the unsuccessful party to such litigation agrees to pay to the successful party all fees, costs and expenses thereof, including reasonable attorneys’ fees and expenses. 11. No delay on the part of Landlord in exercising any right hereunder or under the Lease shall operate as a waiver of such right or of any other right of Landlord under the Lease or hereunder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or a waiver of the same or any other right on any future occasion. This Guaranty shall not be released, modified or affected by failure or delay on the part of Landlord to enforce any of the rights or remedies of Tenant under the Lease, whether pursuant to the terms thereof or at law or in equity. 12. If there is more than one undersigned Guarantor, the term "“Guarantor”", as used DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 G-4 herein, shall include all of the undersigned; each and every provision of this Guaranty shall be binding on each and every one of the undersigned; they shall be jointly and severally liable hereunder; and Landlord shall have the right to join one or all of them in any proceeding or to proceed against them in any order. Landlord may release, substitute, or add any guarantor of the Lease without affecting Guarantor’s liability hereunder. The failure of one (1) or more Guarantors to execute and deliver this Guaranty to Landlord shall in no manner diminish or otherwise affect the obligations of other Guarantors or Landlord’s rights under this Guaranty. Any married person who signs this Guaranty expressly agrees that recourse may be had against that person’s separate property for all of that person’s obligations hereunder. 13. This instrument constitutes the entire agreement between Landlord and Guarantor with respect to the subject matter hereof, superseding all prior oral or written agreements or understandings with respect thereto and may not be changed, modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by Guarantor and Landlord. 14. As a further material part of the consideration to Landlord to enter into the Lease with Tenant, (i) Guarantor agrees that the law of the State of California shall govern all questions with respect to the Guaranty; (ii) Guarantor agrees that any suit, action, or proceeding arising directly or indirectly from the Guaranty, the Lease, or the subject matter of either shall be litigated only in courts located within the county and state in which the Premises are located; (iii) Guarantor irrevocably consents to the jurisdiction of any local or state court located within the county and state in which the Premises are located; and (iv) without limiting the generality of the foregoing, Guarantor waives and agrees not to assert by way of motion, defense, or otherwise in any suit, action, or proceeding any claim that Guarantor is not personally subject to the jurisdiction of the above-named courts, that such suit, action, or proceeding is brought in an inconvenient forum, or that the venue of such action, suit or proceeding is improper. 15. The liability of Guarantor and all rights, powers, and remedies of Landlord under this Guaranty and under any other agreement now or at any time hereafter in force between Landlord and Guarantor relating to the Lease shall be cumulative and not alternative, and such rights, powers, and remedies shall be in addition to all rights, powers, and remedies given to Landlord by law or in equity. 16. Any notice required or permitted hereunder must be in writing, and delivered to the addresses specified above by (i) express mail with proof of delivery; (ii) personal delivery; or (iii) electronic mail with read receipt (provided such email is received prior to 5 p.m. on a business day, otherwise it shall be deemed delivered on the next business day), provided any notice of a breach under this Lease must be delivered pursuant to 19.7(i) or (ii), above. Any such notice shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Either party may change its notice address upon written notice to the other party, provided a street address for personal delivery is given. 17. If Landlord desires to sell, finance or refinance the Premises demised under the Lease, Guarantor hereby agrees, within ten (10) days after a written request, to deliver to any lender or buyer designated by Landlord such estoppel statements and financial statements of Guarantor as may be reasonably required by such lender or buyer. Such financial statements shall DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 G-5 include the past three (3) years’ financial statements of Guarantor. All such statements shall be received by any such lender or buyer in confidence and shall be used only for the foregoing purposes, and such lender or buyer shall acknowledge the same to Guarantor in writing (should Guarantor require such an acknowledgment) as a precondition to Guarantor’s obligations under this Paragraph 17. In addition, Guarantor shall not be obligated to deliver estoppel statements or financial statements hereunder more frequently than two (2) times in any calendar year. 18. The term “Landlord” whenever hereinabove used refers to and means the Landlord in the Lease specifically named and also any assignee of said Landlord, whether by outright assignment or by assignment for security, and also any successor to the interest of said Landlord or of any assignee in such Lease or any part thereof, whether by assignment or otherwise. So long as the Landlord’s interest in or to the leased Premises or the rents, issues and profits therefrom, or in, to or under the Lease, are subject to any mortgage or deed of trust or assignment for security, no acquisition by Guarantor of Landlord’s interest in the leased premises or under the Lease shall affect the continuing obligation of Guarantor under this Guaranty, which shall nevertheless continue in full force and effect for the benefit of the mortgagee, beneficiary, trustee or assignee under such mortgage, deed of trust or assignment, of any purchase at sale by judicial foreclosure or under private power of sale, and of the successors and assigns of any such mortgagee, beneficiary, trustee, assignee or purchaser. 19. If Guarantor is a corporation, the authorized officers must sign on behalf of the corporation and indicate the capacity in which they are signing. This Guaranty must be executed by the President or Vice-President and the Secretary or Assistant Secretary unless the Bylaws or a Resolution of the Board of Directors shall otherwise provide, in which event the Bylaws or a certified copy of the Resolution, as the case may be, must be attached to this Guaranty. 20. Guarantor waives the right to a jury trial of any cause of action, claim, counterclaim, or cross-complaint in any action, proceeding, or other hearing brought by either Landlord against Tenant or Guarantor or by Tenant or Guarantor against Landlord on any matter arising out of, or in any way connected with the Lease, this Guaranty, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or any claim of injury or damage, or the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect. 21. The waiver or failure to enforce any provision of this Guaranty shall not operate as a waiver of any other breach of such provision or any other provisions of this Guaranty, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further such exercise or the exercise of any other right power or privilege. 22. Guarantor shall execute such other and further documents and take such further actions as may be reasonably required to effectuate the intent of this Guaranty and carry out its terms. 23. This Guaranty is intended for the sole benefit of Landlord. Accordingly, this Guaranty shall not confer (or he deemed to confer) any right or benefit on any person other than Landlord (or any successor to Landlord’s interest as set forth in Paragraph 18 hereof). DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 G-6 24. The term “Tenant” wherever hereinabove used refers to and means the Tenant in the foregoing Lease specifically named and also any assignee or sublessee of the Lease and also any successor to the interests of said Tenant, assignee or sublessee of the Lease or any part thereof, whether by assignment, sublease or otherwise. IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first above written. GUARANTOR: ________________________________________ Ana Garcia, an individual ________________________________________ Aaron Mamann, an individual DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 r DocuSigned by: L~~ 1 ADDENDUM TO LEASE SHOPPING CENTER LEASE This Addendum to Shopping Center Lease ("Addendum"), is made by and between Jensen- ITH, LLC, a Nevada limited liability company (hereinafter called "Landlord"), and Traditional – Fresno - AGK LLC, a California limited liability company (hereinafter called" 'Tenant"), who here by agree as follows: 1. Landlord and Tenant entered into that certain Shopping Center Lease (''Lease") dated January 28, 2021, regarding certain premises generally located at the northwest corner of East Jensen Avenue and South Elm Avenue in Fresno, CA 93706. Unless otherwise specifically defined here in, all capitalized terms contained in this Addendum shall have the same meaning as such capitalized terms are defined in said Lease. 2. Tenant acknowledges that in furtherance of the Medicinal and Adult-Use Cannabis Regulation and Safety Act (the "Act"), codified at California Business and Professions Code ("BPC ") Section 26000, et seq., the State of California ("State") and California local governments can permit and authorize commercial cannabis activity as defined in BPC section 26001, subdivision (k), as amended. The City of Fresno ("'City") has adopted certain ordinances allowing certain non-residential properties to be used for commercial cannabis operations, including the sale of medical and recreational cannabis to adults whose age is twenty-one (21) years or older. In addition, State agencies are specifically authorized by the Act to promulgate regulations in furtherance of the Act. Notwithstanding the foregoing, Tenant acknowledges that the federal Controlled Substances Act ("CSA"), codified at 21 U.S.C. §§ 80 1-952, as amended, classifies cannabis as an illegal drug under schedule I. Thus, " commercial cannabis activity" authorized by the Act remains subject to federal criminal prosecution, fines and penalties, including incarceration and forfeiture of properly under the CSA. Tenant further acknowledges that the U.S. Department of Justice, Office of the Deputy Attorney General, issued two (2) Memorandum For All United States Attorneys, the first dated August 29, 2013, the second dated February 14, 2014, both prepared by James M. Cole. then- Deputy Attorney General, providing "Guidance Regarding Marijuana Enforcement" (collectively referred to herein as the "Cole Memoranda"). The Cole Memoranda acknowledged state ballot initiatives that legalized, under state law, the possession of cannabis and provided regulation of cannabis production, processing and sale. The Cole Memoranda further set forth eight (8) CSA enforcement priorities (referred to herein as the “Priorities”) for cannabis-related conduct for the Department. The second of the Cole Memoranda. however, concluded: As with the Department' s previous statements on this subject, this memorandum is int ended solely as a guide to the exercise of investigative and prosecutorial discretion. This memorandum does not alter in any way the Department's authority to enforce federal law, including federal laws relating to marijuana, regard less of state law. Neither the guidance he re in nor any state or local law provides a legal defense to a violation of federal law, including any civil or criminal violation of the CSA. Even in jurisdictions with strong and effective regulatory systems, evidence that particular conduct threatens federal priorities will subject that person or entity to federal enforcement action, based on the circumstances. This memorandum is not intended to, does not, and may not be DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 2 relied upon to create any rights, substantive or procedural, enforceable at law by any party in any matter civil or criminal. It applies prospectively to the exercise of prosecutorial discretion in future cases and does not provide defendants or subjects of enforcement action with a basis for reconsideration of any pending civil action or criminal prosecution. Finally, nothing herein precludes investigation or prosecution, even in the absence of any one of the factors listed above, in particular circumstances where investigation and prosecution otherwise serves as important federal interest. Also, on February 14, 2014, the Department of the Treasury, Financial Crimes Enforcement Network ("FinCEN") issued a Guidance statement to clarify the Bank Secrecy Act ("BSA") expectations for financial institutions seeking to provide services to marijuana-related businesses. In conjunction with the issuance of the second Cole Memorandum, the FinCEN Guidance outlined the procedures financial institutions would need to undertake in order to provide services to cannabis-related business which incorporated the concepts contained in the Cole Priorities. Since the Cole Memoranda, the United States Court of Appeals for the Ninth Circuit in US. v. Mclntosh, 833 F.3d 1163 (9th Cir. 2016), held that the federal Rohrabacher-Farr Amendment ("Amendment") prohibits the U.S. Department of Justice from spending congressionally appropriated funds to prosecute: (a) medical cannabis organizations that are compliant under the state' s law in which they operate or (b) otherwise preventing states from "implementing their own State laws that authorize the use, distribution, possession, or cultivation of medical marijuana." As of the date of this Lease, the Amendment has been extended through September 30, 2020. On January 4, 2018, Attorney General Jeff Sessions rescinded the Cole Memoranda leaving federal prosecutors free to determine to what extent they will enforce the CSA (which, arguably, allows them to still consider the Cole Priorities). In addition, FinCEN has not yet indicated what effect the rescission by Attorney General will have on its Guidance statement issued February 12, 201 4, and appears to be operating under the guidelines set forth therein. Also, the Amendment is not affected by the Attorney General's rescission of the Cole Memoranda. It is in the context of this conflict between the laws of the State and the United States, and the tentative nature of the federal government's enforcement of laws, including without limitation the CSA as indicated by the Cole Memoranda, that notwithstanding anything contained in the Lease to the contrary, Tenant covenants to adhere to all the following terms, conditions and restrictions: (a) Tenant shall not allow any cannabis activity on the Premises unless it is fully permitted under the laws of the State and City, and unless it adheres to all the laws, rules, regulations and ordinances of the State and City with respect to such activities, and in a manner so as not to engage in any of the Priorities, and so as to be compliant with any other similar memoranda, directives, or other policies, regulations or statutes issued by any Federal authority addressing cannabis activities. DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 3 (b) Tenant shall not allow any cannabis activity on the Premises, or allow any cannabis thereon, until Tenant has obtained all necessary State and City permits, licenses, certificates and any other approvals (collectively referred to as "Permits") necessary to operate its cannabis activity on the Premises, and has delivered to Landlord copies of all said Permits and an opinion of counsel for the benefit of Landlord by Tenant' s attorney opining that Tenant has obtained all the necessary State and City permits to operate the cannabis activity on the Premises , and identifies each expiration date of each required Pem1it. Tenant further covenants that it shall throughout the tern, of this Lease prov ide Landlord on an annual basis with copies of each renewed Permit, or any newly required Permit, and a similar opinion of counsel by Tenant's attorney that Tenant has obtained all necessary Permits to continue operation of its Pe rn1itted Use on the Premises, before any expiration of any previously obtained Pern1it, or the deadline of any governmental requirement that a new Permit be obtained. (c) Tenant shall transact commercial cannabis activities from the Premises with other commercial cannabis businesses only if such other businesses are appropriately licensed and permitted under State, City, and other local law as the case may be (referred to herein as "Licensed Operators"). Tenant shall be responsible to ensure that the transportation of any cannabis or cannabis based products onto or off the Premises shall be done only in a manner consistent with State and City laws, and the laws of local jurisdictions from, through and/or to which such cannabis is being transported. (d) Tenant shall not permit any firearms to be located on the Premises unless in the possession or so le control of a permitted agent of a private security firm licensed in the State, unless otherwise required by State or City law. Tenant shall maintain adequate monitoring on the Premises 24-hours per day, seven days a week. (e) Tenant shall not permit or allow any canna bis to be sold from the Premises that is not clearly labeled or marked as being a cannabis product and being not for consumption by any individual under the age of twenty-one (21) years, unless the person under twenty-one (21) years is an authorized " qualified patient" or " primary caregiver" under State law. Tenant shall not allow or permit any cannabis product or byproduct to be ingested, inhaled, injected, applied topically, by eye drops, by suppository or otherwise consumed in any manner whatsoever by an individual while on the Premises, unless such consumption is ultimately permitted by Tenant under State and local law. (f) Tenant shall maintain all books and records required by the State and City with respect to any cannabis activity on the Premises and shall make such books and records available to Landlord for inspection on the Premises within seventy-two (72) hours of Landlord’s request therefore, and Tenant shall provide contact information to Landlord of an agent of Tenant to provide timely access to such books and records for such inspection, provided Landlord agrees that it shall keep confidential and private all DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 4 information contained in such books and records, unless otherwise required by la w to disclose any such information to a governmental agency. Tenant acknowledges that it will be the person holding all Permits necessary for any cannabis activity on the Premises, and agrees that it shall notify Landlord in writing with the identity and current contact information in a form acceptable to Landlord, of any additional or replacement holders of such Permits. (g) Tenant warrants that the only " Owners", as defined by BPC section 26000 (et al), of Tenant are Ana Garcia and Aaron Mamann. Tenant shall notify Landlord of any other person that may become an Owner of Tenant from time to time. (h) Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all actions, claims, costs (including attorney fees and costs) and damages resulting or arising in any manner whatsoever from any alleged criminal activity arising from Tenant' s cannabis activity in, on, or around the Premises. (i) If at any time during the term of the Lease, (i) any local branch of an agency or subpart of the Department of Justice, or any other Federal law enforcement unit, indicates that it may (or does) charge, arrest and/or prosecute Tenant, or any Owner pursuant to any Federal law, rule or regulation, for engaging in any cannabis activities, (ii) the State or City decides not to allow any cannabis activity in its jurisdiction, or (iii) Tenant is in breach of any of the conditions contained in this Addendum and Tenant has not cured such breach within twenty-four (24) hours after Landlord has notified Tenant of such breach, then, upon receipt by Tenant of any notice from Landlord regarding such determination in subsection (i) or (ii), or upon Tenant's receipt of a second notice for failing to timely cure the breach in subsection (iii), Tenant shall immediately cease its cannabis activities on the Premises and remove all cannabis from the Premises. Tenant shall indemnify, defend, and hold Landlord harmless from and against any action, claim, cost (including attorney fees and costs), or damage resulting or arising in any manner whatsoever from any criminal or civil prosecution and penalties, including any forfeiture of the Premises, or any portion thereof, resulting from Tenant's cannabis activities on the Premises. (j) If Tenant breaches any of its covenants contained in this Paragraph 2, Tenant agrees that Tenant shall be in default under this Lease and in addition to any other rights and remedies of Land lord, by law or in equity, Landlord shall be entitled to pursue a temporary restraining order, preliminary injunction, and/or injunction to require Tenant to immediately cease all of Tenant's cannabis activities on the Premises and/or to remove all cannabis from the Premises. 3. THE PARTIES HERETO ACKNOWLEDGE, AGREE AND AFFIRM THAT THEY ARE AWARE AND HAVE BEEN ADVISED THAT, ALTHOUGH CANNABIS IS LEGAL UNDER CERTAIN CONDITIONS OR CIRCUMSTANCES PURSUANT TO THE LAWS OF THE STATE OF CALIFORNIA AND THE CITY OF FRESNO, THE POSSESSION CULTIVATION, PRODUCTION, DISTRIBUTION OR USE OF CANNABIS, INCLUDING FOR MEDICAL REASONS, REMAINS PROHIBITED UNDER FEDERAL LAW AND THE LAW OF OTHER JURISDICTIONS WITHIN THE UNITED STATES AND ELSEWHERE (COLLECTIVELY “FEDERAL LAW”). AS SUCH, THE TENANT AGREES TO DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 5 INDEMNIFY, DEFEND AND HOLD LANDLORD AND ITS RESPECTIVE PARTNERS, ATTORNEYS, MEMBERS, OWNERS, SHAREHOLDERS, HEIRS, EMPLOYEES, AGENTS AND ASSIGNS HARMLESS FROM ANY CLAIMS OR CONSEQUENCES ARISING FROM THE SCOPE OF THE LEASE, SOLELY AS IT RELATES TO VIOLATIONS OF FEDERAL LAW WITH RESPECT TO CANNABIS, MEDICAL, RECREATIONAL OR OTHERWISE. 4. Landlord and Tenant acknowledge that the cultivation, product ion and sale of marijuana is in violation of Federal Law, including, without limitation, the CSA. To the extent permitted by law, the parties hereby waive the right to assert any defense in any proceedings relating to the enforcement of this Agreement, including, without limitation, the defense of illegality. 5. At Tenant' s sole cost and expense. Tenant shall be permitted to apply for, obtain and maintain entitlements for the Permitted Use. Landlord hereby agrees to reasonably cooperate with Tenant's efforts to secure the entitlements, so long as such cooperation is without any material out-of-pocket cost to Landlord, provided, if any request by Tenant would require any cost to Landlord. Landlord shall identify the cost to Tenant. and if Tenant agrees to pay Landlord such costs and the parties reasonably agree as to a manner or payment. then Landlord shall cooperate with such request. Such cooperation shall include the execution, by Landlord, as owner, of applications, petitions, permits, approvals, and any similar document necessary for obtaining said entitlements. 6. Notwithstanding anything contained in the Lease to the contrary if there are any inconsistencies between the provisions of the Lease and the provisions of this Addendum, the provisions of this Addendum shall pre vail. Except as otherwise specifically or implicitly set forth in this Addendum, all the terms and conditions set forth in the Lease shall continue in full force and effect. IN WITNESS WHEREOF, the Landlord and Tenant have entered into this Addendum effective as of January 28, 2021. LANDLORD: Jensen-ITH, LLC, a Nevada limited liability company By: ___________________________________________________ Name: ___________________________ Title: ____________________________ TENANT: Traditional - Fresno - AGK LLC, a California limited liability company By: _______________________________ Name: Ana Garcia___________________ Its: Majority Member_________________ By: _______________________________ Name: Aaron Mamann________________ Its: Minority Member_________________ DocuSign Envelope ID: 1DD6AB32-AF75-46D7-A91E-A5E599716027 James Allen Managing Member r DocuSigned by: L~~ 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 February 3, 2021 Please reply to: Marisela Martínez (559) 621-8038 Ana Garcia Traditional - Fresno - AGK LLC ana.garcia@southcordholdings.com Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P21-00567 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 2580 SOUTH ELM AVENUE (APN 479-020-35) Thank you for your inquiry regarding the allowance of new cannabis retail uses. The requested information about cannabis retail uses was analyzed using Article 27, Chapter 15 of the Fresno Municipal Code (FMC) of the City of Fresno. Please note, all research for this inquiry is based on existing land development of the subject property. If there are multiple buildings on the subject property, this research was based on the address provided in the request. This research does not take into effect of future development unless provided in your application request. With that, research of a proposed cannabis retail business on the subject property conveys the following: 1. All cannabis retail businesses must be located on property zoned DTN (Downtown Neighborhood), DTG (Downtown General), CMS (Commercial Main Street), CC (Commercial Community), CR (Commercial Regional), CG (Commercial General), CH (Commercial Highway), NMX (Neighborhood Mixed-Use), CMX (Corridor/Center Mixed- Use), RMX (Regional Mixed-Use), and must meet all of the requirements for development in these zones, including, but not limited to, parking, lighting, building materials, etc. The subject property is zoned CC+CMX, which is one of the allowable zone districts for cannabis retail businesses. Development standards of the CC+CMX zone district are available in Sections 15-1103, 15-1104, 15-1105, 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 P21-00567 2580 South Elm Avenue Page 2 February 3, 2021 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 two cannabis retail businesses may be located in any one Council District. If more than 14 are ever authorized by Council (more than two per Council District), they shall be dispersed evenly by Council District. The subject property is in Council District 3. There are currently no cannabis retail businesses located in Council District 3. This location requirement is satisfied for a cannabis retail business. Please review the entirety of Article 33, Chapter 9 (Cannabis Retail Business and Commercial Cannabis), and Section 15-2739 (Adult Use and Medicinal Cannabis Retail Business and Commercial Cannabis Business) of the FMC to understand other requirements of cannabis retail businesses, including but not limited to, application requirements, signage, etc. This information was researched by the undersigned per the zoning request. The undersigned certifies that the above information contained herein is believed to be accurate and is based upon, or relates to, the information supplied by the requestor. The City of Fresno assumes no liability for errors and omissions. All information was obtained from public records held by the Planning and Development Department. A copy of the Fresno Municipal Code may be obtained by contacting the City Clerk’s office at 559-621-7650. The Fresno Municipal Code may also be searched on the Internet, free of charge, by going to www.fresno.gov. If you have questions regarding this matter, please contact me by telephone at 559-621-8038 or at Marisela.Martinez@fresno.gov. Cordially, Marisela Martínez, Planner II Development Services Division Planning and Development Department 1 From:No Reply <noreply@fresno.gov> Sent:Thursday, January 28, 2021 2:40 PM To:ana.garcia@southcordholdings.com Subject:Your City of Fresno Zoning Inquiry Application was successfully submitted. Dear Applicant,  Your planning application P21‐00567 was successfully submitted.  Announcements Logged in as :Arthur Reyna Collections (0) ~ Cart (0) Reports (3) • Logout Home Building Public Works/Utilities Planning/Land Division .... Create an Application Obtain a Fee Estimate Search Applications Record P21-00567: Zoning Inquiry Record Status: In Process Record Info .., Payments .., A notice was added to this record on 01/28/2021. Condition : Housing Element Severity : Notice Total Conditions: 1 (Notice: 1) Project Location 2580 S ELM AVE FRESNO CA 93706 Record Details Conditions 1 Fire Applicant: Project Description: Parks Ana Garcia Traditional -Fresno -AGK LLC 528 E. 33rd Street Traditional -Fresno -AGK LLC Proposed cannabis retail. Los Angeles, CA, 90011 United States Primary Phone :2108850517 ana .garcia@southcordholdings.com Owner: JENSEN/ELM LLC PO BOX11503 CARSON CA 90749 •More Details B Application Information GENERAL INFORMATION Existing Use on the site : Confirmation of zoning : Conformity of Use to the Fresno Municipal Code Zoning Ordinance: Ability to Rebuild the Present Use on the Site : Is the building or site occupied or vacant?: If add'l/specific info is requested beyond the info checked above, state the information requested : Vacant land Yes Yes Yes Vacant • Add to cart Add to collection View Condition Traditional -Fresno -AGK LLC intends to operate a cannabis retail business at APN 479-020-35, Fresno, CA 93706, will submit a Commercial Cannabis Business Permit applicable to the site accordingly, and requires a Zoning Inquiry Letter for its Commercial Cannabis Business Permit application. B Parcel Information Parcel Number: 47902035 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: FE257A73-6AA5-4F43-BAD6-45A9DDB240FE November 13, 2020 Ana Karen Garcia Traditional - Fresno - AGK LLC Majority Member GOocuSigned by: /7 77 . ~-z.,--~~ 0EEDAFD68023419 ... 2019 Tax Return(s) EXTENSION OF LEASE (C.A.R. Form EL 11/11) The following terms and conditions are hereby incorporated in and made a part of the Residential Lease other (“Lease”), dated , on property known as (“Premises”), inwhich is referred to as (“Tenant”) and is referred to as (“Landlord”). The terms of the tenancy are changed as follows. Unless otherwise provided, the change shall take effect on the date the Lease was scheduled to terminate. 1. EXTENSION OF TERM:The scheduled termination date is extended to (Date). 2. Rent shall be $per month. 3. Security deposit shall be increased by $. 4. ADDITIONAL TERMS: By signing below, Tenant and Landlord acknowledge that each has read, understands, and received a copy of and agrees to the terms of this Extension of Lease. Tenant Date Tenant Date Landlord Date Landlord Date © 2011, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 EL 11/11 (PAGE 1 OF 1) EXTENSION OF LEASE (EL PAGE 1 OF 1) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com April 15, 2018 Damian Martin, Ana Garcia Kelli Debbs April 30, 2021 $ of original security deposit will be applied to pay for the rent for April 2020. Damian Martin Ana Garcia Kelli Debbs Kelli Debbs Realty, 14622 Ventura Blvd Sherman Oaks CA 91403 8183336646 528 E 33rd St Kelli Debbs DocuSign Envelope ID: 29DA192D-9A9A-4B2E-AF52-781820F73440 4/2/2019 4/2/2019 4/2/2019 □ CALIFORNIA ASSOCIATION OF REALTORS ® 4E667B2FE570439. [~~ ~ EOUALflOUSING OPPORTUNITY RESIDENTIAL LEASE OR MONTH-TO-MONTH RENTAL AGREEMENT (C.A.R. Form LR, Revised 6/17) Date , ("Landlord") and ("Tenant") agree as follows: 1. PROPERTY: A.Landlord rents to Tenant and Tenant rents from Landlord, the real property and improvements described as: ("Premises"). B.The Premises are for the sole use as a personal residence by the following named person(s)only: . C.The following personal property, maintained pursuant to paragraph 11, is included: or (if checked) the personal property on the attached addendum. D.The Premises may be subject to a local rent control ordinance . 2. TERM:The term begins on (date) ("Commencement Date”). If Tenant has not paid all amounts then due; (i) Tenant has no right to possession or keys to the premises and; (ii) this Agreement is voidable at the option of Landlord, 2 calendar days after giving Tenant a Notice to Pay (C.A.R. Form PPN). Notice may be delivered to Tenant (i) in person; (ii) by mail to Tenant's last known address; or (iii) by email, if provided in Tenant's application or previously used by Tenant to communicate with Landlord or agent for Owner. If Landlord elects to void the lease, Landlord shall refund to Tenant all rent and security deposit paid. (Check A or B): A. Month-to-Month:This Agreement continues from the commencement date as a month-to-month tenancy. Tenant may terminate the tenancy by giving written notice at least 30 days prior to the intended termination date. Tenant shall be responsible for paying rent through the termination date even if moving out early. Landlord may terminate the tenancy by giving written notice as provided by law. Such notices may be given on any date. B. Lease:This Agreement shall terminate on (date) at AM/ PM. Tenant shall vacate the Premises upon termination of the Agreement, unless:(i)Landlord and Tenant have extended this Agreement in writing or signed a new agreement;(ii)mandated by local rent control law; or (iii)Landlord accepts Rent from Tenant (other than past due Rent), in which case a month-to-month tenancy shall be created which either party may terminate as specified in paragraph 2A. Rent shall be at a rate agreed to by Landlord and Tenant, or as allowed by law. All other terms and conditions of this Agreement shall remain in full force and effect. 3. RENT:"Rent" shall mean all monetary obligations of Tenant to Landlord under the terms of the Agreement, except security deposit. A.Tenant agrees to pay $ per month for the term of the Agreement. B.Rent is payable in advance on the 1st (or ) day of each calendar month, and is delinquent on the next day. C.If Commencement Date falls on any day other than the day Rent is payable under paragraph 3B, and Tenant has paid one full month's Rent in advance of Commencement Date, Rent for the second calendar month shall be prorated and Tenant shall pay 1/30th of the monthly rent per day for each day remaining in prorated second month. D.PAYMENT:(1)Rent shall be paid by personalcheck, moneyorder, cashier's check, made payable to , wire/electronic transfer, or other , (2)Rent shall be delivered to (name) (whose phone number is) at(address) , ,(or atany other location subsequently specified by Landlord in writing to Tenant) (and if checked, rent may be paid personally, between the hours of and on the following days ). (3)If any payment is returned for non-sufficient funds (“NSF”) or because tenant stops payment, then, after that: (i) Landlord may, in writing, require Tenant to pay Rent in cash for three months and (ii) all future Rent shall be paid by money order, or cashier's check. E.Rent payments received by Landlord shall be applied to the earliest amount(s) due or past due. 4. SECURITY DEPOSIT: A.Tenant agrees to pay $ as a security deposit. Security deposit will be transferred to and held by the Owner of the Premises, or held in Owner's Broker's trust account. B.All or any portion of the security deposit may be used, as reasonably necessary, to:(i)cure Tenant's default in payment of Rent (which includes Late Charges, NSF fees or other sums due);(ii)repair damage, excluding ordinary wear and tear, caused by Tenant or by a guest or licensee of Tenant;(iii)clean Premises, if necessary, upon termination of the tenancy; and (iv)replace or return personal property or appurtenances. SECURITY DEPOSIT SHALL NOT BE USED BY TENANT IN LIEU OF PAYMENT OF LAST MONTH'S RENT.If all or any portion of the security deposit is used during the tenancy, Tenant agrees to reinstate the total security deposit within five days after written notice is delivered to Tenant. Within 21 days after Tenant vacates the Premises, Landlord shall:(1)furnish Tenant an itemized statement indicating the amount of any security deposit received and the basis for its disposition and supporting documentation as required by California Civil Code § 1950.5(g); and (2) return any remaining portion of the security deposit to Tenant. C. Security deposit will not be returned until all Tenants have vacated the Premises and all keys returned. Any security deposit returned by check shall be made out to all Tenants named on this Agreement, or as subsequently modified. D.No interest will be paid on security deposit unless required by local law. E.If the security deposit is held by Owner, Tenant agrees not to hold Broker responsible for its return. If the security deposit is held in Owner's Broker's trust account,and Broker's authority is terminated before expiration of this Agreement,and security deposit is released to someone other than Tenant,then Broker shall notify Tenant, in writing, where and to whom security deposit has been released. Once Tenant has been provided such notice, Tenant agrees not to hold Broker responsible for the security deposit. Tenant's Initials () ()Landlord's Initials () () © 2017, California Association of REALTORS®, Inc. LR REVISED 6/17 (PAGE 1 OF 7) RESIDENTIAL LEASE OR MONTH-TO-MONTH RENTAL AGREEMENT (LR PAGE 1 OF 7) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 03/13/2018 Kelli Debbs Realty Damian Martin, Ana Garcia Damian Martin, Ana Garcia, Michael Damian Allen Martin April 15, 2018 X April 14, 2019 5 X X X X Kelli Debbs Realty Kelli Debbs Realty (818)333-6646 827 Hollywood Way #315 Burbank, CA 91505 X 8AM 6PM Monday-Friday X Kelli Debbs Realty, 14622 Ventura Blvd Sherman Oaks CA 91403 8183336646 528 E 33rd St Kelli Debbs DocuSign Envelope ID: A24D95FB-64D1-4A61-8929-9054675C4BEE 4-~ C A L I F ORN I A ', ASSOCIATION ~r OF RE ALTO RS ® □ □ □ □ □ ----□ □ □ --------------□ □ □ □ □ EQUAL ,-IQUSING OPPORTUNITY Premises: Date: 5. MOVE-IN COSTS RECEIVED/DUE:Move-in funds shall be paid by personal check, money order, or cashier's check, wire/ electronic transfer. Category Total Due Payment Received Balance Due Date Due Payable To Rent from to (date) *Security Deposit Other Other Total *The maximum amount of security deposit, however designated, cannot exceed two months' Rent for unfurnished premises, or three months' Rent for furnished premises. 6. LATE CHARGE; RETURNED CHECKS: A.Tenant acknowledges either late payment of Rent or issuance of a returned check may cause Landlord to incur costs and expenses, the exact amounts of which are extremely difficult and impractical to determine. These costs may include, but are not limited to, processing, enforcement and accounting expenses, and late charges imposed on Landlord. If any installment of Rent due from Tenant is not received by Landlord within 5 (or ) calendar days after the date due, or if a check is returned, Tenant shall pay to Landlord, respectively, an additional sum of $ or % of the Rent due as a Late Charge and $25.00 as a NSF fee for the first returned check and $35.00 as a NSF fee for each additional returned check, either or both of which shall be deemed additional Rent. B.Landlord and Tenant agree that these charges represent a fair and reasonable estimate of the costs Landlord may incur by reason of Tenant's late or NSF payment. Any Late Charge or NSF fee due shall be paid with the current installment of Rent. Landlord's acceptance of any Late Charge or NSF fee shall not constitute a waiver as to any default of Tenant. Landlord's right to collect a Late Charge or NSF fee shall neither be deemed an extension of the date Rent is due under paragraph 3 nor prevent Landlord from exercising any other rights and remedies under this Agreement and as provided by law. 7. PARKING: (Check A or B) A.Parking is permitted as follows: . The right to parking is is not included in the Rent charged pursuant to paragraph 3. If not included in the Rent, the parking rental fee shall be an additional $ per month. Parking space(s) are to be used only for parking properly registered and operable motor vehicles, except for trailers, boats, campers, buses or trucks (other than pick-up trucks). Tenant shall park in assigned space(s) only. Parking space(s) are to be kept clean. Vehicles leaking oil, gas or other motor vehicle fluids shall not be parked on the Premises. Mechanical work, or storage of inoperable vehicles, or storage of any kind is not permitted in parking space(s) or elsewhere on the Premises except as specified in paragraph 8. OR B.Parking is not permitted on the Premises. 8. STORAGE: (Check A or B) A.Storage is permitted as follows: The right to separate storage space is, is not, included in the Rent charged pursuant to paragraph 3. If not included in the Rent, storage space fee shall be an additional $ per month. Tenant shall store only personal property Tenant owns, and shall not store property claimed by another or in which another has any right, title or interest. Tenant shall not store any improperly packaged food or perishable goods, flammable materials, explosives, hazardous waste or other inherently dangerous material, or illegal substances. OR B.Except for Tenant's personal property, contained entirely within the Premises, storage is not permitted on the Premises. 9. UTILITIES:Tenant agrees to pay for all utilities and services, and the following charges: . except , which shall be paid for by Landlord. If any utilities are not separately metered, Tenant shall pay Tenant's proportional share, as reasonably determined and directed by Landlord. If utilities are separately metered, Tenant shall place utilities in Tenant's name as of the Commencement Date. Landlord is only responsible for installing and maintaining one usable telephone jack and one telephone line to the Premises. Tenant shall pay any cost for conversion from existing utilities service provider. A. Water Submeters:Water use on the Premises is measured by a submeter and Tenant will be separately billed for water usage based on the submeter. See attached Water Submeter Addendum (C.A.R. Form WSM) for additional terms. B. Gas Meter:The Premises does not have a separate gas meter. C. Electric Meter:The Premises does not have a separate electrical meter. 10. CONDITION OF PREMISES:Tenant has examined Premises and, if any, all furniture, furnishings, appliances, landscaping and fixtures, including smoke alarm(s) and carbon monoxide detector(s). (Check all that apply:) A.Tenant acknowledges these items are clean and in operable condition, with the following exceptions: . B.Tenant's acknowledgment of the condition of these items is contained in an attached statement of condition (C.A.R. Form MIMO). C. (i)Landlord will Deliver to Tenant a statement of condition (C.A.R. Form MIMO) within 3 days after execution of this Agreement; prior to the Commencement Date; within 3 days after the Commencement Date. (ii)Tenant shall complete and return the MIMO to Landlord within 3 (or ) days after Delivery. Tenant's failure to return the MIMO within that time shall conclusively be deemed Tenant's Acknowledgement of the condition as stated in the MIMO. D.Tenant will provide Landlord a list of items that are damaged or not in operable condition within 3 (or ) days after Commencement Date, not as a contingency of this Agreement but rather as an acknowledgement of the condition of the Premises. E.Other: . Tenant's Initials () ()Landlord's Initials () () LR REVISED 6/17 (PAGE 2 OF 7) RESIDENTIAL LEASE OR MONTH-TO-MONTH RENTAL AGREEMENT (LR PAGE 2 OF 7) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com March 13, 2018 04/15/2018 05/14/2018 03/14/2018 Kelli Debbs Realty Kelli Debbs Realty Deposit 03/14/2018 Kelli Debbs Realty Last two month's 03/14/2018 Kelli Debbs Realty Kelli Debbs Realty X 0 6.000 X in driveway X X X X X 528 E 33rd St DocuSign Envelope ID: A24D95FB-64D1-4A61-8929-9054675C4BEE I ~ I □ □ □ □ □ B □ B □ □ I I □ -----~□~-□ □ j I I □ □-- I I I I □-- □ -I - - J □ ~ EQUAL HOUSING OPPORTUN ITY Premises: Date: 11. MAINTENANCE USE AND REPORTING: A.Tenant shall properly use, operate and safeguard Premises, including if applicable, any landscaping, furniture, furnishings and appliances, and all mechanical, electrical, gas and plumbing fixtures, carbon monoxide detector(s) and smoke alarms, and keep them and the Premises clean, sanitary and well ventilated. Tenant shall be responsible for checking and maintaining all carbon monoxide detectors and any additional phone lines beyond the one line and jack that Landlord shall provide and maintain. Tenant shall immediately notify Landlord, in writing, of any problem, malfunction or damage with any item including carbon monoxide detector(s) and smoke alarms on the property. Tenant shall be charged for all repairs or replacements caused by Tenant, pets, guests or licensees of Tenant, excluding ordinary wear and tear. Tenant shall be charged for all damage to Premises as a result of failure to report a problem in a timely manner. Tenant shall be charged for repair of drain blockages or stoppages, unless caused by defective plumbing parts or tree roots invading sewer lines. B. Landlord Tenant shall water the garden, landscaping, trees and shrubs, except: . C. Landlord Tenant shall maintain the garden, landscaping, trees and shrubs, except: . D. Landlord Tenant shall maintain . E.Landlord and Tenant agree that State or local water use restrictions shall supersede any obligation of Landlord or Tenant to water or maintain any garden, landscaping, trees or shrubs pursuant to 11B, 11C, and 11D. F.Tenant's failure to maintain any item for which Tenant is responsible shall give Landlord the right to hire someone to perform such maintenance and charge Tenant to cover the cost of such maintenance. G.The following items of personal property are included in the Premises without warranty and Landlord will not maintain, repair or replace them: . H.Tenant understands that if Premises is located in a Common Interest Development, Landlord may not have authority or control over certain parts of the Premises such as roof, electrical, gas or plumbing features inside certain walls, and common areas such as shared parking structure or garage. I.Tenant shall not use the premises to plant, grow, cultivate or sell marijuana. 12. NEIGHBORHOOD CONDITIONS:Tenant is advised to satisfy him or herself as to neighborhood or area conditions, including, but not limited to, schools, proximity and adequacy of law enforcement, crime statistics, proximity of registered felons or offenders, fire protection, other governmental services, availability, adequacy and cost of any wired, wireless internet connections or other telecommunications or other technology services and installations, proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazards, or circumstances, cemeteries, facilities and condition of common areas, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Tenant. 13. PETS:Unless otherwise provided in California Civil Code §54.2, no animal or pet shall be kept on or about the Premises without Landlord's prior written consent, except as agreed to in the attached Pet Addendum (C.A.R. Form PET). 14. NO SMOKING: A.(i) Tenant is responsible for all damage caused by smoking including, but not limited to stains, burns, odors and removal of debris; (ii) Tenant acknowledges that in order to remove odor caused by smoking, Landlord may need to replace carpet and drapes and paint the entire premises regardless of when these items were last cleaned, replaced or repainted. Such actions and other necessary steps will impact the return of any security deposit. B.The Premises or common areas may be subject to a local non-smoking ordinance. C.NO SMOKING of any substance is allowed on the Premises or common areas. If smoking does occur on the Premises or common areas, (i) Tenant is in material breach of this Agreement; (ii) Tenant, guests, and all others may be required to leave the Premises. Smoking of the following substances only is allowed:. 15. RULES/REGULATIONS: A.Tenant agrees to comply with all Landlord rules and regulations that are at any time posted on the Premises or delivered to Tenant. Tenant shall not, and shall ensure that guests and licensees of Tenant shall not, disturb, annoy, endanger or interfere with other tenants of the building or neighbors, or use the Premises for any unlawful purposes, under federal, state, or local law including, but not limited to, using, manufacturing, selling, storing or transporting illicit drugs or other contraband, or violate any law or ordinance, or commit a waste or nuisance on or about the Premises. B. (If applicable, check one) 1.Landlord shall provide Tenant with a copy of the rules and regulations within days or . OR 2.Tenant has been provided with, and acknowledges receipt of, a copy of the rules and regulations. 16. (If checked)CONDOMINIUM; PLANNED UNIT DEVELOPMENT: A.The Premises are a unit in a condominium, planned unit development, common interest subdivision or other development governed by a homeowners' association (“HOA”). The name of the HOA is . Tenant agrees to comply with all HOA covenants, conditions and restrictions, bylaws, rules and regulations and decisions ("HOA Rules"). Tenant shall reimburse Landlord for any fines or charges imposed by HOA or other authorities, due to any violation by Tenant, or the guests or licensees of Tenant or Landlord shall have the right to deduct such amounts from the security deposit. B.If applicable, Tenant is required to pay a fee to the HOA to gain access to certain areas within the development such as but not necessarily including or limited to the front gate, pool, and recreational facilities. If not specified in paragraph 5, Tenant is solely responsible for payment and satisfying any HOA requirements prior to or upon or after the Commencement Date. C. (Check one) 1.Landlord shall provide Tenant with a copy of the HOA Rules within days or . OR 2.Tenant has been provided with, and acknowledges receipt of, a copy of the HOA Rules. 17. ALTERATIONS; REPAIRS:Unless otherwise specified by law or paragraph 32C, without Landlord's prior written consent,(i)Tenant shall not make any repairs, alterations or improvements in or about the Premises including: painting, wallpapering, adding or changing locks, installing antenna or satellite dish(es), placing signs, displays or exhibits, or using screws, fastening devices, large nails or adhesive materials;(ii)Landlord shall not be responsible for the costs of alterations or repairs made by Tenant;(iii)Tenant shall not deduct from Rent the costs of any repairs, alterations or improvements; and (iv)any deduction made by Tenant shall be considered unpaid Rent. Tenant's Initials () ()Landlord's Initials () () LR REVISED 6/17 (PAGE 3 OF 7) RESIDENTIAL LEASE OR MONTH-TO-MONTH RENTAL AGREEMENT (LR PAGE 3 OF 7) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com March 13, 2018 X X X tenant shall water the yard once a week 528 E 33rd St DocuSign Envelope ID: A24D95FB-64D1-4A61-8929-9054675C4BEE □ □ □ □ □ □ □ □ □ □ □ □ □ !5:r EQUAL HOUSING OPPORTUN ITY Premises: Date: 18. KEYS; LOCKS: A.Tenant acknowledges receipt of (or Tenant will receive prior to the Commencement Date, or ): key(s) to Premises, remote control device(s) for garage door/gate opener(s), key(s) to mailbox, , key(s) to common area(s), . B.Tenant acknowledges that locks to the Premises have, have not, been re-keyed. C.If Tenant re-keys existing locks or opening devices, Tenant shall immediately deliver copies of all keys to Landlord. Tenant shall pay all costs and charges related to loss of any keys or opening devices. Tenant may not remove locks, even if installed by Tenant. 19. ENTRY: A.Tenant shall make Premises available to Landlord or Landlord's representative for the purpose of entering to make necessary or agreed repairs (including, but not limited to, installing, repairing, testing, and maintaining smoke detectors and carbon monoxide devices, and bracing, anchoring or strapping water heaters, or repairing dilapidation relating to the presence of mold); providing decorations, alterations, or improvements, or supplying necessary or agreed services; or to show Premises to prospective or actual purchasers, tenants, mortgagees, lenders, appraisers, contractors and others (collectively “Interested Persons”). Tenant agrees that Landlord, Broker and Interested Persons may take photos of the Premises. B.Landlord and Tenant agree that 24-hour written notice shall be reasonable and sufficient notice, except as follows: (1) 48-hour written notice is required to conduct an inspection of the Premises prior to the Tenant moving out, unless the Tenant waives the right to such notice. (2) If Landlord has in writing informed Tenant that the Premises are for sale and that Tenant will be notified orally to show the premises (C.A.R. Form NSE), then, for the next 120 days following the delivery of the NSE, notice may be given orally to show the Premises to actual or prospective purchasers. (3) No written notice is required if Landlord and Tenant orally agree to an entry for agreed services or repairs if the date and time of entry are within one week of the oral agreement. (4) No notice is required:(i)to enter in case of an emergency;(ii)if the Tenant is present and consents at the time of entry; or (iii)if the Tenant has abandoned or surrendered the Premises. C. (If checked) Tenant authorizes the use of a keysafe/lockbox to allow entry into the Premises and agrees to sign a keysafe/lockbox addendum (C.A.R. Form KLA). 20. PHOTOGRAPHS AND INTERNET ADVERTISING: A. In order to effectively market the Premises for sale or rental it is often necessary to provide photographs, virtual tours and other media to Interested Persons. Tenant agrees that Broker may photograph or otherwise electronically capture images of the exterior and interior of the Premises (“Images”) for static and/or virtual tours of the Premises by Interested Persons for use on Broker's website, the MLS, and other marketing materials and sites. Tenant acknowledges that once Images are placed on the Internet neither Broker nor Landlord has control over who can view such Images and what use viewers may make of the Images, or how long such Images may remain available on the Internet. B.Tenant acknowledges that prospective Interested Persons coming onto the Premises may take photographs, videos or other images of the Premises. Tenant understands that Broker does not have the ability to control or block the taking and use of Images by any such persons. Once Images are taken and/or put into electronic display on the Internet or otherwise, neither Broker nor Landlord has control over who views such Images nor what use viewers may make of the Images. 21. SIGNS:Tenant authorizes Landlord to place FOR SALE/LEASE signs on the Premises. 22. ASSIGNMENT; SUBLETTING: A.Tenant shall not sublet all or any part of Premises, or parking or storage spaces, or assign or transfer this Agreement or any interest in it, without Landlord's prior written consent. Unless such consent is obtained, any assignment, transfer or subletting of Premises or this Agreement or tenancy, by voluntary act of Tenant, operation of law or otherwise, shall, at the option of Landlord, terminate this Agreement. Any proposed assignee, transferee or sublessee shall submit to Landlord an application and credit information for Landlord's approval and, if approved, sign a separate written agreement with Landlord and Tenant. Landlord's consent to any one assignment, transfer or sublease, shall not be construed as consent to any subsequent assignment, transfer or sublease and does not release Tenant of Tenant's obligations under this Agreement.B.This prohibition also applies ( does not apply) to short term, vacation, and transient rentals such as, but not limited to, those arranged through AirBnB, VRBO, HomeAway or other short term rental services.C.Any violation of this prohibition is a non-curable, material breach of the Agreement. 23. JOINT AND INDIVIDUAL OBLIGATIONS:If there is more than one Tenant, each one shall be individually and completely responsible for the performance of all obligations of Tenant under this Agreement, jointly with every other Tenant, and individually, whether or not in possession. 24. LEAD-BASED PAINT (If checked):Premises were constructed prior to 1978. In accordance with federal law, Landlord gives and Tenant acknowledges receipt of the disclosures on the attached form (C.A.R. Form FLD) and a federally approved lead pamphlet. 25. PERIODIC PEST CONTROL: (CHECK IF EITHER APPLIES) A.Landlord has entered into a contract for periodic pest control treatment of the Premises and shall give Tenant a copy of the notice originally given to Landlord by the pest control company. B.Premises is a house. Tenant is responsible for pest control. 26. METHAMPHETAMINE CONTAMINATION:Prior to signing this Agreement, Landlord has given Tenant a notice that a health official has issued an order prohibiting occupancy of the property because of methamphetamine contamination. A copy of the notice and order are attached. 27. BED BUGS:Landlord has no knowledge of any infestation in the Premises by bed bugs. See attached Bed Bug Disclosure (C.A.R. Form BBD) for further information. Tenant shall report suspected bed bug infestation to Landlord or, if applicable, property manager and cooperate with any inspection for and treatment of bed bugs. Landlord will notify tenants of any units infested by bed bugs. 28. MEGAN'S LAW DATABASE DISCLOSURE:Notice: Pursuant to Section 290.46 of the Penal Code, information about specified registered sex offenders is made available to the public via an Internet Web site maintained by the Department of Justice at www.meganslaw.ca.gov. Depending on an offender's criminal history, this information will include either the address at which the offender resides or the community of residence and ZIP Code in which he or she resides. (Neither Landlord nor Brokers, if any, are required to check this website. If Tenant wants further information, Tenant should obtain information directly from this website.) 29. RESIDENTIAL ENVIRONMENTAL HAZARDS BOOKLET:Tenant acknowledges receipt of the residential environmental hazards booklet. 30. MILITARY ORDNANCE DISCLOSURE:(If applicable and known to Landlord) Premises are located within one mile of an area once used for military training, and may contain potentially explosive munitions. Tenant's Initials () ()Landlord's Initials () () LR REVISED 6/17 (PAGE 4 OF 7) RESIDENTIAL LEASE OR MONTH-TO-MONTH RENTAL AGREEMENT (LR PAGE 4 OF 7) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com March 13, 2018 X April 15th, 2018 X 2 X X X X X 528 E 33rd St DocuSign Envelope ID: A24D95FB-64D1-4A61-8929-9054675C4BEE □ □ □ □ □ □ □-□-□- □ □ □--------□ B========================== □ □ ~ EQUAL HOUSING OPPORTUNITY Premises: Date: 31. POSSESSION: A.Tenant is not in possession of the Premises. If Landlord is unable to deliver possession of Premises on Commencement Date, such Date shall be extended to the date on which possession is made available to Tenant. If Landlord is unable to deliver possession within 5 (or ) calendar days after agreed Commencement Date, Tenant may terminate this Agreement by giving written notice to Landlord, and shall be refunded all Rent and security deposit paid. Possession is deemed terminated when Tenant has returned all keys to the Premises to Landlord. B. Tenant is already in possession of the Premises. 32. TENANT'S OBLIGATIONS UPON VACATING PREMISES: A.Upon termination of this Agreement, Tenant shall:(i)give Landlord all copies of all keys and any opening devices to Premises, including any common areas;(ii)vacate and surrender Premises to Landlord, empty of all persons;(iii)vacate any/all parking and/or storage space;(iv)clean and deliver Premises, as specified in paragraph C below, to Landlord in the same condition as referenced in paragraph 10;(v)remove all debris;(vi)give written notice to Landlord of Tenant's forwarding address; and (vii) . B.All alterations/improvements made by or caused to be made by Tenant, with or without Landlord's consent, become the property of Landlord upon termination. Landlord may charge Tenant for restoration of the Premises to the condition it was in prior to any alterations/improvements. C. Right to Pre-Move-Out Inspection and Repairs: (i)After giving or receiving notice of termination of a tenancy (C.A.R. Form NTT), or before the expiration of this Agreement, Tenant has the right to request that an inspection of the Premises take place prior to termination of the lease or rental (C.A.R. Form NRI). If Tenant requests such an inspection, Tenant shall be given an opportunity to remedy identified deficiencies prior to termination, consistent with the terms of this Agreement.(ii)Any repairs or alterations made to the Premises as a result of this inspection (collectively, “Repairs”) shall be made at Tenant's expense. Repairs may be performed by Tenant or through others, who have adequate insurance and licenses and are approved by Landlord. The work shall comply with applicable law, including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials of quality and appearance comparable to existing materials. It is understood that exact restoration of appearance or cosmetic items following all Repairs may not be possible.(iii)Tenant shall:(a) obtain receipts for Repairs performed by others;(b)prepare a written statement indicating the Repairs performed by Tenant and the date of such Repairs; and (c)provide copies of receipts and statements to Landlord prior to termination. Paragraph 32C does not apply when the tenancy is terminated pursuant to California Code of Civil Procedure § 1161(2), (3) or (4). 33. BREACH OF CONTRACT; EARLY TERMINATION:In addition to any obligations established by paragraph 32, in the event of termination by Tenant prior to completion of the original term of the Agreement, Tenant shall also be responsible for lost Rent, rental commissions, advertising expenses and painting costs necessary to ready Premises for re-rental. Landlord may withhold any such amounts from Tenant's security deposit. 34. TEMPORARY RELOCATION:Subject to local law, Tenant agrees, upon demand of Landlord, to temporarily vacate Premises for a reasonable period, to allow for fumigation (or other methods) to control wood destroying pests or organisms, or other repairs to Premises. Tenant agrees to comply with all instructions and requirements necessary to prepare Premises to accommodate pest control, fumigation or other work, including bagging or storage of food and medicine, and removal of perishables and valuables. Tenant shall only be entitled to a credit of Rent equal to the per diem Rent for the period of time Tenant is required to vacate Premises. 35. DAMAGE TO PREMISES:If, by no fault of Tenant, Premises are totally or partially damaged or destroyed by fire, earthquake, accident or other casualty that render Premises totally or partially uninhabitable, either Landlord or Tenant may terminate this Agreement by giving the other written notice. Rent shall be abated as of the date Premises become totally or partially uninhabitable. The abated amount shall be the current monthly Rent prorated on a 30-day period. If the Agreement is not terminated, Landlord shall promptly repair the damage, and Rent shall be reduced based on the extent to which the damage interferes with Tenant's reasonable use of Premises. If damage occurs as a result of an act of Tenant or Tenant's guests, only Landlord shall have the right of termination, and no reduction in Rent shall be made. 36. INSURANCE: A.Tenant's or guest's personal property and vehicles are not insured by Landlord, manager or, if applicable, HOA, against loss or damage due to fire, theft, vandalism, rain, water, criminal or negligent acts of others, or any other cause.Tenant is advised to carry Tenant's own insurance (renter's insurance) to protect Tenant from any such loss or damage. B.Tenant shall comply with any requirement imposed on Tenant by Landlord's insurer to avoid:(i)an increase in Landlord's insurance premium (or Tenant shall pay for the increase in premium); or (ii)loss of insurance.C. Tenant shall obtain liability insurance, in an amount not less than , naming Landlord and, if applicable, Property Manager as additional insured for injury or damage to, or upon, the Premises during the term of this agreement or any extension. Tenant shall provide Landlord a copy of the insurance policy before commencement of this Agreement, and a rider prior to any renewal. 37. WATERBEDS/PORTABLE WASHERS:Tenant shall not use or have waterbeds on the Premises unless:(i)Tenant obtains a valid waterbed insurance policy;(ii)Tenant increases the security deposit in an amount equal to one-half of one month's Rent; and (iii)the bed conforms to the floor load capacity of Premises. Tenant shall not use on the Premises Portable Dishwasher Portable Washing Machine. 38. WAIVER:The waiver of any breach shall not be construed as a continuing waiver of the same or any subsequent breach. 39 NOTICE:Notices may be served at the following address, or at any other location subsequently designated: Landlord:Tenant: 40.TENANT ESTOPPEL CERTIFICATE:Tenant shall execute and return a tenant estoppel certificate delivered to Tenant by Landlord or Landlord's agent within 3 days after its receipt (C.A.R. Form TEC). Failure to comply with this requirement shall be deemed Tenant's acknowledgment that the tenant estoppel certificate is true and correct, and may be relied upon by a lender or purchaser. 41. REPRESENTATION A. TENANT REPRESENTATION; OBLIGATIONS REGARDING OCCUPANTS; CREDIT:Tenant warrants that all statements in Tenant's rental application are accurate. Landlord requires all occupants 18 years of age or older and all emancipated minors to complete a lease rental application. Tenant acknowledges this requirement and agrees to notify Landlord when any occupant of the Premises reaches the age of 18 or becomes an emancipated minor. Tenant authorizes Landlord and Broker(s) to obtain Tenant's credit report periodically during the tenancy in connection with the modification or enforcement of this Agreement. Landlord may cancel this Agreement:(i)before occupancy begins; upon disapproval of the credit report(s), or upon discovering that information in Tenant's application is false;(ii)After commencement date, upon disapproval of an updated credit report or upon discovering that information Tenant's Initials () ()Landlord's Initials () () LR REVISED 6/17 (PAGE 5 OF 7) RESIDENTIAL LEASE OR MONTH-TO-MONTH RENTAL AGREEMENT (LR PAGE 5 OF 7) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com March 13, 2018 X 827 Hollywood Way #315 Burbank, CA 91505 528 E 33rd St DocuSign Envelope ID: A24D95FB-64D1-4A61-8929-9054675C4BEE □ □ □ □ □ & EQUAL HOUSING OPPORTUNITY Premises: Date: in Tenant's application is no longer true. A negative credit report reflecting on Tenant's record may be submitted to a credit reporting agency if Tenant fails to fulfill the terms of payment and other obligations under this Agreement. B. LANDLORD REPRESENTATIONS:Landlord warrants that, unless otherwise specified in writing, Landlord is unaware of (i)any recorded Notices of Default affecting the Premise;(ii)any delinquent amounts due under any loan secured by the Premises; and (iii)any bankruptcy proceeding affecting the Premises. 42. MEDIATION: A.Consistent with paragraphs B and C below, Landlord and Tenant agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to court action. Mediation fees, if any, shall be divided equally among the parties involved. If, for any dispute or claim to which this paragraph applies, any party commences an action without first attempting to resolve the matter through mediation, or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorney fees, even if they would otherwise be available to that party in any such action. B.The following matters are excluded from mediation:(i)an unlawful detainer action;(ii)the filing or enforcement of a mechanic's lien; and (iii)any matter within the jurisdiction of a probate, small claims or bankruptcy court. The filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver of the mediation provision. C.Landlord and Tenant agree to mediate disputes or claims involving Listing Agent, Leasing Agent or property manager (“Broker”), provided Broker shall have agreed to such mediation prior to, or within a reasonable time after, the dispute or claim is presented to such Broker. Any election by Broker to participate in mediation shall not result in Broker being deemed a party to this Agreement. 43. ATTORNEY FEES:In any action or proceeding arising out of this Agreement, the prevailing party between Landlord and Tenant shall be entitled to reasonable attorney fees and costs, collectively not to exceed $1,000 (or $), except as provided in paragraph 42A. 44. C.A.R. FORM:C.A.R. Form means the specific form referenced or another comparable form agreed to by the parties. 45. OTHER TERMS AND CONDITIONS; SUPPLEMENTS:If checked, the following ATTACHED documents are incorporated in this agreement: Keysafe/Lockbox Addendum (C.A.R.Form KLA); Lead-Based Paint and Lead-Based Paint Hazards Disclosure (C.A.R.Form FLD); Lease/Rental Mold and Ventilation Addendum (C.A.R.Form LRM); Landlord in Default Addendum (C.A.R.Form LID Other 46. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES:Time is of the essence. All understandings between the parties are incorporated in this Agreement. Its terms are intended by the parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Neither this Agreement nor any provision in it may be extended, amended, modified, altered or changed except in writing. This Agreement is subject to California landlord-tenant law and shall incorporate all changes required by amendment or successors to such law. This Agreement and any supplement, addendum or modification, including any copy, may be signed in two or more counterparts, all of which shall constitute one and the same writing. 47. AGENCY: A. CONFIRMATION:The following agency relationship(s) are hereby confirmed for this transaction: Listing Agent: (Print firm name) is the agent of (check one): the Landlord exclusively; or both the Landlord and Tenant. Leasing Agent: (Print firm name) (if not same as Listing Agent) is the agent of (check one): the Tenant exclusively; or the Landlord exclusively; or both the Tenant and Landlord. B. DISCLOSURE: (If checked): The term of this Agreement exceeds one year. A disclosure regarding real estate agency relationships (C.A.R. Form AD) has been provided to Landlord and Tenant, who each acknowledge its receipt. 48. TENANT COMPENSATION TO BROKER:Upon execution of this Agreement, Tenant agrees to pay compensation to Broker as specified in a separate written agreement between Tenant and Broker. 49. INTERPRETER/TRANSLATOR:The terms of this Agreement have been interpreted for Tenant into the following language: . Landlord and Tenant acknowledge receipt of the attached interpreter/translator agreement (C.A.R. Form ITA). 50. NOTICE OF RIGHT TO RECEIVE FOREIGN LANGUAGE TRANSLATION OF LEASE/RENTAL AGREEMENTS:California Civil Code requires a landlord or property manager to provide a tenant with a foreign language translation copy of a lease or rental agreement if the agreement was negotiated primarily in Spanish, Chinese, Korean, Tagalog or Vietnamese. If applicable, every term of the lease/rental needs to be translated except for, among others, names, dollar amounts and dates written as numerals, and words with no generally accepted non-English translation. 51. OWNER COMPENSATION TO BROKER:Upon execution of this Agreement, Owner agrees to pay compensation to Broker as specified in a separate written agreement between Owner and Broker (C.A.R. Form LL or LCA). 52. RECEIPT:If specified in paragraph 5, Landlord or Broker, acknowledges receipt of move-in funds. 53. REPRESENTATIVE CAPACITY:If one or more Parties is signing this Agreement in a representative capacity and not for him/herself as an individual then that Party shall so indicate in paragraph 55 or 56 and attach a Representative Capacity Signature Disclosure (C.A.R. Form RCSD). Wherever the signature or initials of the representative identified in the RCSD appear on this Agreement or any related documents, it shall be deemed to be in a representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. The Party acting in a representative capacity (i) represents that the entity for which that party is acting already exists and (ii) shall Deliver to the other Party and Escrow Holder, within 3 Days After Acceptance, evidence of authority to act in that capacity (such as but not limited to: applicable portion of the trust or Certification Of Trust (Probate Code §18100.5), letters testamentary, court order, power of attorney, corporate resolution, or formation documents of the business entity). Landlord and Tenant acknowledge and agree Brokers:(a)do not guarantee the condition of the Premises;(b)cannot verify representations made by others;(c)cannot provide legal or tax advice;(d)will not provide other advice or information that exceeds the knowledge, education or experience required to obtain a real estate license. Furthermore, if Brokers are not also acting as Landlord in this Agreement, Brokers:(e)do not decide what rental rate a Tenant should pay or Landlord should accept; and (f)do not decide upon the length or other terms of this Agreement. Landlord and Tenant agree that they will seek legal, tax, insurance and other desired assistance from appropriate professionals. Tenant's Initials () ()Landlord's Initials () () LR REVISED 6/17 (PAGE 6 OF 7) RESIDENTIAL LEASE OR MONTH-TO-MONTH RENTAL AGREEMENT (LR PAGE 6 OF 7) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com March 13, 2018 X X X Kelli Debbs Realty X 528 E 33rd St DocuSign Envelope ID: A24D95FB-64D1-4A61-8929-9054675C4BEE □ □ □ □ Ac !JJr & EQUAL HOUSING OPPORTUNITY Premises: Date: 54.The Premises is being managed by Owner, (or, if checked): Listing firm in box below Leasing firm in box below Property Management firm immediately below Real Estate Broker (Property Manager) CalBRE Lic # By (Agent) CalBRE Lic # Address Telephone # 55. Tenant agrees to rent the Premises on the above terms and conditions. One or more Tenants is signing this Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (For Tenant Representative) (C.A.R. Form RCSD-T) for additional terms. Tenant Date Print Name Address City State Zip Telephone Fax E-mail Tenant Date Print Name Address City State Zip Telephone Fax E-mail GUARANTEE:In consideration of the execution of this Agreement by and between Landlord and Tenant and for valuable consideration, receipt of which is hereby acknowledged, the undersigned (“Guarantor”) does hereby:(i)guarantee unconditionally to Landlord and Landlord's agents, successors and assigns, the prompt payment of Rent or other sums that become due pursuant to this Agreement, including any and all court costs and attorney fees included in enforcing the Agreement;(ii)consent to any changes, modifications or alterations of any term in this Agreement agreed to by Landlord and Tenant; and (iii) waive any right to require Landlord and/or Landlord's agents to proceed against Tenant for any default occurring under this Agreement before seeking to enforce this Guarantee. Guarantor (Print Name) Guarantor Date Address City State Zip Telephone Fax E-mail 56. Landlord (owner or agent for owner) agrees to rent the Premises on the above terms and conditions. One or more Landlords is signing this Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (For Landlord Representative) (C.A.R. Form RCSD-LL) for additional terms. Landlord Date Landlord Date Address Telephone Fax E-mail REAL ESTATE BROKERS: A.Real estate brokers who are not also Landlord under this Agreement are not parties to the Agreement between Landlord and Tenant. B.Agency relationships are confirmed in paragraph 44. C. COOPERATING BROKER COMPENSATION:Listing Broker agrees to pay Cooperating Broker (Leasing Firm) and Cooperating Broker agrees to accept:(i)the amount specified in the MLS, provided Cooperating Broker is a Participant of the MLS in which the Property is offered for sale or lease or a reciprocal MLS; or (ii) (if checked) the amount specified in a separate written agreement between Listing Broker and Cooperating Broker. Real Estate Broker (Leasing Firm) CalBRE Lic. # By (Agent) CalBRE Lic. # Date Address City State Zip Telephone Fax E-mail Real Estate Broker (Listing Firm) CalBRE Lic. # By (Agent) CalBRE Lic. # Date Address City State Zip Telephone Fax E-mail © 2017, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 Reviewed by Date LR REVISED 6/17 (PAGE 7 OF 7) RESIDENTIAL LEASE OR MONTH-TO-MONTH RENTAL AGREEMENT (LR PAGE 7 OF 7) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com March 13, 2018 X Kelli Debbs Realty 01957759 Kelli Debbs 01957759 827 Hollywood Way #315 Burbank, CA 91505 (818)333-6646 Damian Martin Ana Garcia 03/13/2018 Kelli Debbs Realty Kelli Debbs Realty 01957759 827 N Hollywood Way #315 Burbank CA 91505-2814 (818)333-6646 528 E 33rd St DocuSign Envelope ID: A24D95FB-64D1-4A61-8929-9054675C4BEE 3/13/2018 3/14/2018 3/14/2018 □ □ QDocuSigned by: a..--~ 0EEDA FD68023419 □ □ □ [l □ □ □ --- --- EQUAL HOUSING OPPORTUNITY BED BUG DISCLOSURE (C.A.R. Form BBD, 6/17) (California Civil Code §1954.603) The following terms and conditions are hereby incorporated in and made a part of the: Residential Lease or Month-to-Month Rental Agreement, (“Agreement”), dated , on property known as , in which is referred to as (“Tenant”) and is referred to as (“Landlord”). INFORMATION ABOUT BED BUGS: 1.Bed Bug Appearance: Bed bugs have six legs. Adult bed bugs have flat bodies about 1/4 of an inch in length. Their color can vary from red and brown to copper colored. Young bed bugs are very small. Their bodies are about 1/16 of an inch in length. They have almost no color. When a bed bug feeds, its body swells, may lengthen, and becomes bright red, sometimes making it appear to be a different insect. Bed bugs do not fly. They can either crawl or be carried from place to place on objects, people, or animals. Bed bugs can be hard to find and identify because they are tiny and try to stay hidden. 2.Life Cycle and Reproduction: An average bed bug lives for about 10 months. Female bed bugs lay one to five eggs per day. Bed bugs grow to full adulthood in about 21 days. 3.Bed bugs can survive for months without feeding. 4.Bed Bug Bites: Because bed bugs usually feed at night, most people are bitten in their sleep and do not realize they were bitten. A person's reaction to insect bites is an immune response and so varies from person to person. Sometimes the red welts caused by the bites will not be noticed until many days after a person was bitten, if at all. 5.Common signs and symptoms of a possible bed bug infestation: A. Small red to reddish brown fecal spots on mattresses, box springs, bed frames, mattresses, linens, upholstery, or walls. B. Molted bed bug skins, white, sticky eggs, or empty eggshells. C. Very heavily infested areas may have a characteristically sweet odor. D. Red, itchy bite marks, especially on the legs, arms, and other body parts exposed while sleeping. However, some people do not show bed bug lesions on their bodies even though bed bugs may have fed on them. 6.For more information, see the Internet Web sites of the United States Environmental Protection Agency and the National Pest Management Association. 7.Tenant shall report suspected infestations by bed bugs to the Landlord or Property Manager at the mailing or email address or phone provided in the Agreement and cooperate with any inspection for and treatment of bed bugs. 8.Landlord will notify tenants of any units inspected by a pest control operator of the findings by such an operator within 2 business days of the receipt of the findings. All Tenants will be notified of confirmed infestations within common areas. The foregoing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt of a copy of this document. Date Tenant Tenant Date Landlord Landlord © 2017, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 Reviewed by Date BBD 6/17 (PAGE 1 OF 1) BED BUG DISCLOSURE (BBD PAGE 1 OF 1) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com March 13, 2018 Damian Martin, Ana Garcia Kelli Debbs Realty Damian Martin Ana Garcia Kelli Debbs Realty Kelli Debbs Realty, 14622 Ventura Blvd Sherman Oaks CA 91403 8183336646 528 E 33rd St Kelli Debbs DocuSign Envelope ID: A24D95FB-64D1-4A61-8929-9054675C4BEE 3/13/2018 3/14/2018 3/14/2018 [l CALIFORNIA ASSOCIATION OF REALTORS ® G) EOUALlaOUSING CF!>ORTUNITY lip, rtrri •111 IJ J ;,r r, L A \\Alfi ull v 1111 )' u, tl\n tt ) , •ul t, l lt 11 11 1 11 1111 0 1 1 II "", ' l gl .org tER:...I.J ~al Pd, LL . J Ne add Limited Liubility on111t1ny /\na Ka, Pn Garcia , l PTN A[IDRF <;f' I 1 AVr ALVO fl I L ~n r nd Ronh I agree that Rent r's p rto m 1anc c> o l and con,phancn w Il11 ,..ach ol lh" t rm, I rrol c1nrl w tt Om t H r m rporal her en by rel re ncc, on shtu l e a , ondlllon on Rr,n lN's nphl to occupy tho P1e:m Any Jr< of com , • MIi a ll w Own<i!r to lort ,t Renter's nght to po <>Ss io n /\II p rsons designated as R<>nlor are f(••ntlv and "' rty blo f ' rs II for th eotrre term and for any h oldover prnod TERM From and including April L2017_ _ To and in c luding A Rent Start Date April 1. 2017 I. Storage Sp ace B Rent per Month ___ J. Maximum Occupancy per Agreement ..2. Adu! C Day of Month Rent Due 1 (in adva nce on o r before t h e first) K . Nam ed Renter Darruan AllenJ:tt.i D Late Rent Charge 6% of Rent-$ L Ad de d per Occupa nt Rent __s tR.en E Returned Check Charge No Personal Checks Certified Funds Only M. Own er's Persona l Property 5.e.e...P~ddltJ.onal i;umi.t 1o.r, F Security Deposit G Owner Patd Utilities H. Parking Space (Llc./Space#) $ Electric. Water. Sewer. Refuse No Assigned Parking N. Animals 0 . Inspection Cons ent See Paragraph 9 _ NP p_et allow d Circle One Yes ~ P . Required Notices: RENT: Person/Address{Telephone No. where and to whom rent to be paid : Person to Pay : Henry Rivera, Payable to . La Pa lapa , LLC Tel e hone No .: Days and times on which rent ts to be paid : Rent Drop -box is available 24 hours/7 days a week at (Rental Office next to Apartment •No Personal Checks accepted rent is to be paid by certified funds ONLY · Money Order or cashiers Chec k • LEAD: Housing built before 1978 may contain lead-based paint. Lead from paint, paint chips, and dust can pose health hazards tf not manag e d properly. Lead exposure is especially harmful to young children and pregnant women . Before renting pre-1978 housing, owners m u st disclose the presence of known lead-based paint hazards in the housing premises. Also Renter must receive a federally approved P. phlet on lead poisoning prevention. ' A-:::~:&ium!t:'~in!l·!l·~ mean Agent has informed Owner of Owner's obligation to disclose any known facts about lead based paint on the property under 42 USC 4852D. and is aware of his/her responsibility to ensure compliance. _ owner's Initials mean the Premises were built before 1978. Owner's inltlals mean Owner has no knowledge of lead -based paint and/or lead-based hazards in or on the Premises and Owner has no reports or records pertaining to lead based paint in or on the Premises. Owner's jnjtia!s mean Owner has information about lead in or on the Premises which is disclosed on the attached lead-based paint disclosure form and has provided renter with all available reports and records . f>Pt.:J_ Beater's inltlals indicate that Renter has received copies of all information listed above and has received the pamphlet entitled "Protect Your Family From Lead In Your Home" and Renter shall notify Owner promptly in writing of any deteriorating and/or peeling paint. The parties whose initial are inserted above have reviewed the information above and certify, to the best of their knowledge. that the Information they have provided is true and accurate. CHEMICALS: D~ Beater's Initials Indicate tha! Renter has re~eived a copy of a "chemicals used notice" from Owner's pest control company (Civil Code 1940.B) which must be provided to tenant 1f, and only rf, there ts a written pest control contract in effect. Revised 09/2013 · STD-LEASE ICIAAGLA 2013 Form provrdod as a m<>mborshlp s,uv1ce of lhe APARTMENT ASSOCIATION OF GREATER LOS ANGELES 621 South Westmoreland Avenue, Los Angeles, CA 90005