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HomeMy WebLinkAboutCSE-20-69 1434 Van Ness. LLC RedactedApplication Type Social Equity Criteria Applicant (Entity) Information Social Equity Cannabis Business Permit Application CSE-20-69 Submitted On: Nov 13, 2020 Applicant Andre Scott 9168269146 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: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 Supporting Information Applicant (Entity) Name: La Flor extocis LLC DBA: La Flor Physical Address: 5711 florin perkins City: sacramento State: CA Zip Code: 95828 Primary Contact Same as Above? Yes Primary Contact Name: Andre Scott Primary Contact Title: CFO Primary Contact Phone: Primary Contact Email: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: -- List all fictitious business names the applicant is operating under including the address where each business is located: -- Business Name: 1434 Van Ness LLC SOCIAL EQUITY APPLICANT - IF SUBMISSION REQUIREMENTS MET, APPLICATION PASSES Application #: CSE-20-69 ADVANCEMENT IS NOT BASED ON PHASE II SCORE PER APPLICATION PROCEDURES. CANNABIS BUSINESS PERMIT APPLICATION REVIEW - RETAIL Points Possible All or None Exceptional Good Acceptable Applicant Score Evaluation Notes (Explain each time points are deducted) SECTION 1: BUSINESS PLAN 300 Points Possible for Section 1 Resume: Resumes Provided for All Owners: Score 5 5 5 Resumes Provided in 2-page Format: Score 2 2 2 Education: (select highest academic level among ownership team, cannabis specific education separately) Cannabis specific education/training (accredited)2 2 High School Degree Reported: Score 4 4 Bachelor's Degree Reported: Score 6 6 6 Master's Degree or Higher Reported: Score 8 8 Experience: (among ownership team, select one at highest level) Regulated Cannabis Retail Ownership Experience CA 13 13 13 Regulated Cannabis Retail Experience CA (management level or below): Score 10 10 Other Retail Business Experience Reported, More than 5 years: or 8 8 Other Retail Business Experience Reported, Less than 5 Years: Score 5 5 1.1 Sub-Total:30 26 Construction Cost Estimate: Construction Cost Estimate Provided: Score 8 8 6 4 8 very detailed construction breakdown Construction Contingency Factor Included: Score 6 6 0 None included All Labor, Trades, Materials, Supplies and Permits and other Cost Factors Identified: Score 6 6 4 2 6 very detailed Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 0 None included Operation and Maintenance Cost Estimates: Operation and Maintenance Cost Estimate Provided: Score 8 8 6 4 4 Has start up costs listed but not detailed and doesn't explain time period All Labor, Trades, Materials, Supplies, Utilities, and other Cost Factors Identified: Score 6 6 4 2 2 Has some figures but not detailed Annual Cost Escalators for Operating Costs Provided: Score 6 6 4 2 0 None included Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 0 None included 1.2 Sub-Total:50 20 Proof of Capitalization Specific to one or more Owners: Score 5 5 0 Proof of capitalization in name of TBGB holdings and Walnut LLc/David Judaken, but not under Andre Scott or Wonderbrett Proof of Capitalization Specific to Business Name/Address: Score 5 5 0 1.1 Owner qualifications. Resumes are not to exceed two (2) pages per owner. (30 points possible) 1.2 A budget for construction, operation, and maintenance, compensation of employees, equipment costs, utility cost, and other operation costs.(50 points possible) 1.3 Proof of capitalization in the form of documentation of cash or other liquid assets on hand, Letters of Credit or other equivalent assets which can be verified by the City. (50 Points Possible) Criteria Narrative: Criteria Narrative: Proof of Capitalization Sufficient to Cover Proforma (3 months) and Construction Costs: Score 15 15 0 Insufficient funds, Estimates put start up costs at but put proof of capitalization at only Certified Audited Financial Report Provided for one or more Owners: Score 5 5 0 None included Score one of the following for a maximum 20 points: Capital source is 100% liquid (cash in owners bank, no debt obligation)20 20 20 Capital souce is debt obligation (letter of credit/loan from individual or institution) 10 10 - Capital consists of non-liquid assets (i.e. real property)8 8 - Capital consists of a mixture of liquid and non-liquid assets 15 15 - 1.3 Sub-Total:50 20 Three Years of Data Provided: Score 10 10 8 6 8 Has figures, details, not detailed enough in some areas such as payroll, utilities, etc. Total Gross Revenue Estimates Provided:3 3 3 Total Gross Revenue by Product Type (flower and manufactured) Identified:3 3 0 Not identified by type Total Personnel Costs Provided:5 5 4 3 4 Has different salary figures but doesn't detail other personnel costs like SDI, insurance, etc Total Property Rental or Purchase Costs Provided:2 2 2 Total Utilities Costs Provided:2 2 2 listed as included in the direct expense line item Total Cannabis Product Purchase Expense Provided 2 2 2 All Contract Services Identified:2 2 2 Annual Net Revenue Identified:3 2 2 Annual Cost Escalators Identified:4 4 3 2 2 Some expensise go up over months/years but not specifically identified. Annual Estimated Sales Tax Payments to State Provided:2 2 2 Annual Estimated Sale Tax Payments to City of Fresno Provided:5 2 2 Annual Business Tax License and Cannabis Permit Fee Provided:2 2 2 Annual Net Income Provided:5 5 2 Scoring Guidance: full points for realistic figures for all three years. Dock points for severe miscalculations, unrealistic estimates, or providing less than the request three years. 1.4 Sub-Total:50 35 Hours of Operation Provided: Score 5 5 5 Hours of Operation Provided for all 7 days of the week: Score 3 3 5 Hours of Operation Provided for Holidays: Score 2 2 0 did not mention holidays Opening and Closing Procedures Provided: Score 10 10 8 6 6 does not discuss presence or role of security Scoring Guidance: full points for describing information in detail. Dock points for leaving information out or not providing enough detail. 1.5 Sub-Total:20 16 1.6 Daily operations. With as much detail as possible, the Business Plan should describe the day-to-day operations which meet industry best practices. This should include at a minimum the following criteria for each permit type in which you are applying for a permit. (100 points possible) 1.4 Pro forma for at least three years of operation. 1.5 Fully describe hours of operation and opening and closing procedures. (20 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: Hours: 6am to 10pm 1.6.1 Fully describe the day-to-day operations if your applying for a retail permit: i. Describe customer check-in procedures.20 20 15 10 20 page 6-7 II. Identify location and procedures for receiving deliveries during business hours. 10 10 8 6 6 pg 26, not labeled to match evaluation criteria. Doesn't discuss location of recieving shipments or security with that process. iii. Identify the name of the Point-of-sale system to be used and the number of Point-of-Sale locations.10 10 10 Trees, pg 44 iv. The estimated number of customers to be served per hour/day. 20 20 15 10 10 25 per hour. Did not give per day nor peak/slow comparisons. Did not provide #of hours, had to scroll back to other section to find 16 hours per day. v. Describe the proposed product line to be sold and estimate the percentage of sales of flower and manufactured products.20 20 15 10 10 pg 3 gave % of shelf space for each type no sales projection. vi. If proposed, describe delivery service procedures, number of vehicles and product security during transportation. (if no delivery service application must state this clearly for full points)20 20 15 10 20 1.6 Sub-Total:100 76 Section 1 Total:300 193 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE 400 Points Possible for Section 2 Description of Commitment to pay a Living Wage provided: Score 10 10 8 6 8 Committed to $ Definition of Living Wage Provided: Score 5 5 4 3 3 Resource referenced does not match stated living wage. Applicant said is living wage, reference says (1 adult no kids) Living Wage Defined as Greater than Minimum Wage: Score 5 5 5 2.1 Sub-Total:20 16 Wages and Salary CCB Entry-Level Hourly Wage Greater than Minimum Wage 5 5 5 CCB Entry-Level Annual Salary Greater than Median Household Income ($50,432)5 5 0 Health Care Benefits CCB Offers Medical Coverage to All Employees: Score 5 5 5 CCB Offers Dental Coverage to All Employees: Score 3 3 3 CCB Offers Vision Coverage to All Employees: Score 3 3 3 CCB Offers Health Reimbursement Account for Qualified Medical Expenses: Score 1 1 0 Employee Pays $0 for Employee Medical Premium: Score 3 3 0 Employee Pays $0 for Employee Dental Premium: Score 2 2 0 Employee Pays $0 for Employee Vision Premium: Score 2 2 0 Employee Pays less than $500 per month for Family Health Care Coverage (Medical, Dental, Vision): Score 2 2 0 Leave Benefits 2.1 Describe whether the Commercial Cannabis Business is committed to offering employees a Living Wage. (20 points possible) Scoring Guidance: https://livingwage.mit.edu/counties/06019 2.2 Briefly describe benefits provided to employees such as health care, vacation, and medical leave, to the degree they are offered as part of employment. (50 points possible) Criteria Narrative: Criteria Narrative: Number of Paid Vacation/PTO Days Per Year: (10+ days = excep; 6-9 days = Good; 3-5 days Acceptable)5 5 4 3 3 40 hours vacation Number of Paid Holidays Per Year: (10 or more paid holidays = excep; 4-10 = Good; 1-3 Acceptable)5 5 4 3 4 6 paid holidays Number of days paid time off for Sick/Medical time: (7+ days= Exceptional, 4-6 days = Good, 3 days = acceptable (8 hour day))5 5 4 3 4 48 hours of sick time Retirement Offers employee retirement plan 2 2 0 not mentioned Offers company match for employee retirement plan 2 2 0 2.2 Sub-Total:50 27 CCB Provides Tuition Reimbursement for Certificates: Score 3 3 3 partial tuition reimbursement, amount unspecified, related to position/trajectory CCB Provides Tuition Reimbursement for associate degrees: Score 3 3 3 " CCB Provides Tuition Reimbursement for bachelor's degrees: Score 3 3 3 " CCB Provides Tuition Reimbursement for master's degrees: Score 3 3 3 " CCB Provides Tuition Reimbursement for Specialized Commercial Cannabis Business Operations Training: Score 3 3 3 " CCB Offers General Training for Health and Safety, Workplace Environment, Customer Service, etc. 5 5 4 3 5 list of topics pg 25 2.3 Sub-Total:20 20 General Recruitment Plan Provided: Score 10 10 8 6 10 Social Policy Recruitment Plan Provided: Score 10 10 8 6 10 Recruitment Plan Includes Demographic Data for District, City or County: Score 10 10 8 6 0 Recruitment Plan Includes List of CBOs, Non-Profits and Public-Agency Hiring Partners: Score 10 10 8 6 0 Recruitment Plan Includes Hiring Targets (percentages) by Demographic Groups: Score 10 10 8 6 0 2.4 Sub-Total:50 20 Owners Number of Owners:3+ Number of Owners that live within the City of Fresno:0 Number of Owners that live in the County of Fresno:0 Number of Owners that Own a Business in the City of Fresno:0 51%+ ownership interest percent of the Owners live or own a business in the City: Score 80 80 0 51%+ ownership interest percent of the Owners live or own a business in the County: Score 40 40 0 2.3 Describe compensation to and opportunities for continuing education and employee training.(20 points possible) 2.4 Describe the Commercial Cannabis Business plan to recruit individuals who meet the criteria listed in the Social Policy Section 9-3316 (b) (1) of the Fresno Municipal Code (FMC) and the percentage of local employees it hires. (50 points possible) 2.5 Describe the extent to which the Commercial Cannabis Business will be a locally managed enterprise whose owners and /or managers reside within or own a commercial business within the City of Fresno, for at least one year prior to March 2, 2020.(80 points possible) IF full points achieved for Ownership category, don't score managers. Section is total of 80 points possible. Criteria Narrative: Criteria Narrative: Criteria Narrative: Data, non-scored. Write response in Evaluation Notes column. Less than 50% equity of the Owners live or own a business in the City (If no owners are local, score zero)20 20 0 Managers Number of Managers (salaried, non-owners) Number of Managers that live in the City of Fresno: Number of Managers that Own a Business in the City of Fresno: 100 percent of the Managers live or own a business in the City: Score 20 20 75 to 99 percent of the Managers live or own a business in the City: Score 15 15 50 to 74 percent of the Managers live or own a business in the City: Score 10 10 Less than 50 percent of the Managers live or own a business in the City: Score 5 5 5 one manager local, committed to hire local but no specific % mentioned. 2.5 Sub-Total:80 5 Responsibilities Described for All Titles/Positions: Score 20 20 15 10 20 2.6 Sub-Total:20 20 Does CCB have more than five employees: 5 5 5 CCB has signed a peace agreement: Score 5 5 5 will sign after hiring 5th employee 2.7 Sub-Total:10 10 Work Force Plan Provided: Score 10 10 8 6 10 Commitment to Local Hire Provided:10 10 8 6 6 30% required by ordinance Commitment to Offer Apprenticeships Provided:10 10 8 6 6 will connect employees but not immediately provide Commitment paying for continuing education provided 10 10 8 6 6 commitmment made but not specific Description of commitment to paying a living wage provide. (Score same as sec. 2.1)10 10 8 6 10 $ is entry level wage 2.8 Sub-Total:50 38 CCB is willing to serve as Social Equity Business Incubator: Score 100 100 80 60 N/A This is a social equity application Mentorship and Training: Score Equipment Donation: Score Shelf Space: Score Legal Assistance: Score Data to inform score on first line of this section. Write response in Evaluation Notes column. 2.8.3. Commitment to pay a living wage to its employees 2.6 Describe the number of employees, title/position and their respected responsibilities.(20 points possible) 2.7 Describe whether the CCB has five (5) or more employees and whether it has signed a labor peace agreement allowing employees to unionize without interference. (10 points possible) 2.8 Provide a workforce plan that includes at a minimum the following provisions: (50 points possible) 2.8.1. Commitment for 30% of employees to be local hires; the business must show that it has either hired or made a good faith effort to hire bona fide residents of Fresno who have not established residency after the submission of an application for employment with the applicant/permittee. 2.8.2. Commitment to offer apprenticeships and/or compensation for continuing education in the field; and Criteria Narrative: Criteria Narrative: Criteria Narrative: Data, non-scored. Write response in Evaluation Notes column. Criteria Narrative: 2.9 Describe whether the business is willing to serve as a Social Equity Business Incubator by offering support to local cannabis social equity businesses in the form of mentorship, training, equipment donation, a percentage of shelf space dedicated to Fresno equity business products, legal assistance, financial services assistance, or other technical assistance support.(100 points possible) Finance Services Assistance: Score Other Technical Assistance: Score Scoring Guidance: full points for willingness to serve with detailed plan offering at least three aspects mentioned above or of similar benefit. Less points for willingness to serve but vague or unclear commitment. Zero points if there is no clear commitment to serve as Incubator. 2.9 Sub-Total:100 0 Section 2 Total:400 156 SECTION 3: NEIGHBORHOOD COMPATIBILITY PLAN 300 Points Possible for Section 3 CCB will document complaints (time of complaint, nature of complaint, resolution of complaint): Score 10 10 8 6 0 Info not provided. CCB will established a dedicated contact person to receive complaints: Score 10 10 10 CCB will establish a dedicated phone number to receive complaints: Score 5 5 0 Info not provided. CCB will establish a dedicated email address to receive complaints: Score 5 5 0 Info not provided. CCB will establish a response time standard for returning complaint calls and emails: Score 5 5 0 Info not provided. CCB will schedule or participate in periodic community meetings to engage with residents about the CCB operation: Score 10 10 0 Info not provided. Other measure unique to business (i.e. website complaint form)5 5 0 Info not provided. Scoring Guidance: full points for detailed proactive plan addressing all aspects mentioned. Dock points for leaving out aspect, vagueness, or reactive plans. 3.1 Sub-Total:50 10 CCB will maintain a listserv of community residents to update and information residents of business operations. 10 10 0 Info not provided. CCB will schedule or attend periodic community meetings (at least annually) to engage with residents about the CCB operation: Score 10 10 0 Info not provided. CCB will prepare a community outreach and engagement plan: Score 50 50 40 30 0 Info not provided. CCB will issue periodic Newsletters to community providing information about CCB operations 10 10 0 Info not provided. CCB will hire residents from the community work at the CCB: Score 20 20 0 Info not provided. Scoring Guidance: full points for detailed proactive plan. Dock points for leaving out aspect, vagueness, or reactive plans. 3.2 Sub-Total:100 0 CCB has identified sensitive receptors to nuisance odors in vicinity of business operations: Score 5 5 5 CCB has prepared a nuisance odor control plan: Score 10 10 8 6 10 3.3 Describe odor mitigation practices.(40 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: 3.1 Describe how the CCB will proactively address and respond to complaints related to noise, light, odor, litter, vehicles, and pedestrian traffic.(50 points possible) 3.2 Describe how the CCB will be managed to avoid becoming a nuisance or having impacts on its neighbors and the surrounding community.(100 points possible) Nuisance odor control plan identifies locations where fugitive emissions may exit the premise boundary: Score 5 5 5 Nuisance odor control plan describes specific odor control measures to reduce fugitive emissions exiting the premise boundary: Score 5 5 5 CCB has established an odor reporting system: Score 5 5 5 CCB will install a nuisance odor monitoring system: Score 10 10 0 Not provided. 3.3 Sub-Total:40 30 CCB has identified the potential sources of nuisance odors for the business operation: Score 10 10 8 6 10 Scoring Guidance: full points for detailed proactive plan. Dock points for vagueness or reactive plans. 3.4 Sub-Total:10 10 Nuisance odor control plan describes specific odor control equipment: Score 10 10 8 6 6 More detail needed. Nuisance odor control plan describes specific odor control measures/techniques: Score 10 10 8 6 6 More detail needed. Odor control measures are identified for different nuisance odor sources: Score 10 10 10 3.5 Sub-Total:30 22 Nuisance odor control plan describes the operation, monitoring, and maintenance requirements for odor control measures: Score 10 10 10 Nuisance odor control plan describes the staff training required for system operations, maintenance, repair, and troubleshooting.10 10 10 3.6 Sub-Total:20 20 CCB has identified the sources of waste generated by the business operation: Score 10 10 10 CCB has prepared a source-separation plan to segregate different sources of waste generated by business operations: Score 10 10 10 The source-separation plan identifies policy, procedures, and locations where different sources of waste are to be collected for disposal: Score 10 10 8 6 6 More detail needed. The source-separation plan describes specific measures to control the collection and disposal cannabis waste: Score 10 10 10 The name of licensed cannabis disposal company provided: Score 10 10 0 Not provided. 3.7 Sub-Total:50 36 Section 3 Total:300 128 3.4 Identify potential sources of odor. (10 points possible) 3.5 Describe odor control devices and techniques employed to ensure that odors from cannabis are not detectable beyond the permitted premises. (30 points possible) 3.6 Describe all proposed staff odor training and system maintenance.(20 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: Criteria Narrative: Criteria Narrative: 3.7 Describe the waste management plan. (50 points possible) SECTION 4: SAFETY PLAN 300 Points Possible for Section 4 Safety Plan Prepared by Consultant: Score 10 10 Safey Plan Assessed by Consultant: Score (if prepared by, also give points for assessed by)10 10 Safety Plan Prepared for CCB Address (specific proposed location): Score 10 10 Safety Plan includes Site Plan of Premise: Score 10 10 Safety Plan includes Building Layout Plan: Score 10 10 4.1 Sub-Total:50 0 Written Accident/Incident Procedure Provided: Score 20 20 15 10 Procedures Address Multiple Accident/Incident Scenarios: Score 10 10 8 6 Total Number of Scenarios Described: Score Active Shooter Incident Described: Score 10 10 Robbery Incident Described: Score 10 10 4.2 Sub-Total:50 0 Evacuation Plan Provided: Score 20 20 15 10 Adequate Number of Evacuation Routes Identified: Score 20 20 15 10 Evacuation Route Distance to Public Right of Way: Score 10 10 8 6 4.3 Sub-Total:50 0 Location of Fire Suppression System Elements Identified: Score 10 10 Type of Fire Suppression System Elements Identified: Score 20 20 15 10 Location of Fire Extinguishers Identified: Score 10 10 Adequate Number of Fire Extinguisher Locations Identified: Score 10 10 8 6 4.4 Sub-Total:50 0 Written Procedure for Fire Emergencies Provided: Score 20 20 15 10 Written Procedure for Medical Emergencies Provided: Score 20 20 15 10 Cardiac Arrest Medical Emergency Described: Score 20 20 15 10 Gunshot Wound Medical Emergency Described: Score 20 20 15 10 Other Medical Emergency Conditions Described: Score 20 20 15 10 4.5 Sub-Total:100 0 Section 4 Total:300 0 Data-write response in Evaluation Notes Column Criteria Narrative: Criteria Narrative: Criteria Narrative: 4.4 Location of fire extinguishers and other fire suppression equipment. (50 points possible) Criteria Narrative: 4.5 Describe procedures and training for all fire and medical emergencies.(100 points possible) 4.1 The Safety Plan shall be prepared and/or assessed by a professional fire prevention and suppression consultant. (50 points possible) 4.3 Describe evacuation routes. (50 points possible) 4.2 Describe accident and incident reporting procedures. (50 points possible) Criteria Narrative: SECTION 5: SECURITY PLAN 300 Points Possible for Section 5 Security Plan Prepared by Consultant: Score 10 10 Security Plan Assessed by Consultant(if prepared by, also give points for assessed by): Score 10 10 Security Plan Prepared for CCB Address (specific proposed location): Score 10 10 Security Plan includes Site Plan of Premise: Score 10 10 Security Plan includes Building Layout Plan: Score 10 10 5.1 Sub-Total:50 0 Premises (Security) Diagram Provided: Score 20 20 15 10 Diagram is drawn to correct scale: Score 5 5 Diagram provides required details for premise: Score 5 5 Diagram shows the location of all security cameras: Score 5 5 Descriptions of activities to be conducted in each area of the premise 5 5 Limited-Access Areas Clearly Marked: Score 5 5 Number and Location of All Security Cameras Identified: Score 5 5 5.2 Sub-Total:50 0 Intrusion Alarm and Monitoring System Identified: Score 15 15 Name and Contact Information for Monitoring Company Provided: Score 5 5 Total Points of Entry into Premise Identified: Score 5 5 All Points of Entry to be Alarmed Identified:5 5 Type of Alarm Identified (motion, infrared, glass break, etc.): Score 10 10 Backup Power Supply Identified: Score 10 10 5.3 Sub-Total:50 0 Written Cash-Handling Procedure Provided: Score 30 30 20 15 Dual-Custody is Practiced for all cash handling: Score 10 10 5.2 Premises (Security) Diagram. In addition to diagrams submitted for other sections of the application, applicants are expected to submit a premises diagram (or site plan) which, focuses on the proposed security measures and how they relate to the overall business. (Pursuant to CCR Title 16, Division 42, §5006. Premises Diagram). 5.2.1 The diagram shall be accurate, dimensioned and to scale (minimum scale ¼"). The scale may be smaller if the proposed location exceeds more than a 1/2-acre parcel but must not be printed on larger than an 11" x 17" sheet of paper. (Blueprints and engineering site plans are not required at this point of the application process) 5.2.2 The diagram must be drawn to scale and clearly identify property boundaries, entrances, exits, interior partitions, walls, rooms, windows, and doorways. The activity in each room and the location of all cameras must be identified in the diagram. Criteria Narrative: 5.2.4 Limited-access areas, defined as areas in which cannabis goods are stored or held and only accessible to permittees, or its employees or contractors and areas used for video surveillance monitoring and storage devices (Pursuant to CCR Title 16, Division 42, §5000 (m) Limited-Access Area and §5042 Limited-Access Area. 5.2.5 Number and location of all video surveillance cameras. (50 points possible) 5.4 Briefly describe cash handling procedures which covers day to day transactions with customers, vendors armor carrier vehicles and transporting it to the bank.(100 points possible) 5.3 Identify intrusion alarm and monitoring system including the name and contact information for the monitoring company (if the company has been selected).(50 points possible) Criteria Narrative: Criteria Narrative: 5.2.3 Description of cannabis activity that will be conducted in each area of the premise. Commercial cannabis activities that must be identified on the diagram/site plan may include but are not limited to the following if applicable to the business operations; storage areas, batch sampling areas, loading/unloading of shipment areas, packaging and labeling, customer sales areas, training areas, employee break room areas, extractions, infusions, processing, and testing areas. 5.1 The Security Plan shall be prepared and/or assessed by a professional security consultant.(50 points possible) Video Surveillance Used to Monitor All Cash Handling: Score 20 20 Armored Car Service Used for Bank Deposits: Score 10 10 All Cash Deposited weekly with Bank: Score 10 10 Onsite Vault Provided to Secure Cash Prior to Bank Deposit: Score 20 20 5.4 Sub-Total:100 0 CCB will use onsite security guards: Score 10 10 All onsite guards will be licensed and bonded: Score 10 10 All onsite security guards will be licensed to carry firearms: Score 10 10 Onsite security guards will be on duty before CCB opens for business: Score 10 10 Onsite security guards will be on duty after CCB closes for business: Score 10 10 5.5 Sub-Total:50 0 Section 5 Total:300 0 Section 1: Business Plan Total Points:300 193 Section 2: Social Policy & Local Enterprise Total Points:400 156 Section 3: Neighborhood Compatibility Total Points:300 128 Section 4: Safety Plan Total Points:300 0 Section 5: Security Plan Total Points:300 0 Total Points Achieved:1600 477 PASS TOTAL SCORE 5.5 Discuss whether the CCB will utilize the services of on-site security guards. Include in the discussion: (50 points possible) 5.5.1 Number of guards. 5.5.2 Hours guards will be on-site. Criteria Narrative: Criteria Narrative: 5.5.3 Locations at which they will be positioned. 5.5.4 Guards' roles and responsibilities. BUSINESS PLAN 1 | Page BUSINESS PLAN TABLE OF CONTENTS BUSINESS PLAN 1 1.0 OVERVIEW 3 1.1 PROPOSED PRODUCT LINE 3 1.1 PRODUCT PROJECTIONS 4 2.0 RETAIL OPERATIONS 4 2.1 CHECKIN PROCEDURES 6 2.2 CUSTOMER VERIFICATION POLICIES 6 2.2.1 CUSTOMER VERIFICATION | ADULT-USE 6 2.2.2 CUSTOMER VERIFICATION | PATIENT AND CAREGIVER POLICY 7 2.3 HOURS OF OPERATION 9 2.4 OPENING 10 2.5 CLOSING 10 2.6 DAILY LIMITS 11 2.7 TETRAHYDROCANNABINOL LIMITS 11 2.8 CANNABIS GOODS DISPLAYS 11 3.0 DELIVERY OPERATIONS 12 3.1 DELIVERY POLICY | REQUEST RECEIPT 12 3.2 DELIVERY POLICY | VEHICLE INFORMATION 12 3.3 DELIVERY POLICY | AGE VERIFICATION 13 3.4 DELIVERY POLICY | GPS & LOCATION INFO POLICY 13 3.5 DELIVERY POLICY | EMPLOYEE COMMUNICATION 13 3.6 DELIVERY POLICY | EMPLOYEE 14 3.7 DELIVERY POLICY | ORDER DROP-OFF POLICY 15 3.8 DELIVERY POLICY | ORDER PROCESSING POLICY 16 3.9 DELIVERY POLICY | POST-DELIVERY POLICY 17 3.10 DELIVERY POLICY | PRE-DISPATCH CHECKLIST POLICY 18 3.11 DELIVERY POLICY | RECEIVING ORDERS POLICY 18 3.12 DELIVERY POLICY | SECURITY POLICY 19 3.13 DELIVERY POLICY | VEHICLE LOADING POLICY 20 3.14 DELIVERY POLICY | VEHICLE STOP 21 3.15 DELIVERY POLICY | VEHICLE UNLOADING 22 4.0 TRACK-AND-TRACE POLICIES 22 4.1 TRACK-AND-TRACE | MANIFEST VERIFICATION 23 4.2 TRACK-AND-TRACE | WASTE & DESTRUCTION 23 4.3 TRACK-AND-TRACE | REPORTING POLICY 23 5.0 GOODS RECEIPT POLICIES 25 5.1 GOODS RECEIPT | INSPECTION INCOMING 26 5.2 GOODS RECEIPT | PACKAGING AND LABELING 27 5.3 GOODS RECEIPT | INTAKE POLICY 27 6.0 INVENTORY POLICIES 29 6.1 INVENTORY POLICY | DISASTER RELIEF 29 6.2 INVENTORY POLICY | DISCREPANCIES 30 6.3 INVENTORY POLICY | RECONCILIATION 32 BUSINESS PLAN 2 | Page 6.4 INVENTORY POLICY | SECURITY 33 6.5 INVENTORY POLICY | STORAGE 33 6.6 INVENTORY POLICY | TRANSPORT 34 6.7 INVENTORY POLICY | WASTE STORAGE & DISPOSAL 36 6.8 INVENTORY POLICY | VERIFICATION 38 7.0 QUALITY CONTROL POLICY 38 7.1 RECORDS POLICY 39 7.1.1 RECORDS POLICY | CANNABIS WASTE DISPOSAL 40 7.1.2 RECORDS POLICY | CONFIDENTIAL PATIENT 40 7.1.3 RECORDS POLICY | CONTRACTS WITH OTHER LICENSEES 40 7.1.4 RECORDS POLICY | DELIVERY REQUEST RECEIPTS 41 7.1.5 RECORDS POLICY | FINANCIAL 41 7.1.6 RECORDS POLICY | INSPECTION LOGS 41 7.1.7 RECORDS POLICY | INVENTORY 42 7.1.8 RECORDS POLICY | PERMITS AND LICENSES 43 7.1.9 RECORDS POLICY | PERSONNEL 43 7.1.10 RECORDS POLICY | SALES 43 7.1.11 RECORDS POLICY | SECURITY 43 7.1.12 RECORDS POLICY | STORAGE 44 7.1.13 RECORDS POLICY | POINT-OF-SALE SYSTEM AND TRACK-AND-TRACE 44 7.1.14 RECORDS POLICY | TRACK-AND-TRACE 45 7.1.15 RECORDS POLICY | TRAINING 45 7.1.16 RECORDS POLICY | UNAUTHORIZED ALTERATION 45 7.2 RECORD TEMPLATES 46 7.2.1 RECORD | DELIVERY STOP LOG 47 7.2.2 RECORD | INSPECTION LOG 48 7.2.3 RECORD | PACKAGING AND LABELING CHECKLIST 49 7.2.4 RECORD | TRACK-&-TRACE COMPLIANCE LOG 50 7.2.5 RECORD | VISITOR LOG 51 7.3 SANITIZATION POLICIES 52 7.3.1 SANITIZATION | CLEANING AND MAINTENANCE POLICY 52 7.3.2 SANITIZATION | PEST MANAGEMENT POLICY 53 7.3.3 SANITIZATION | STORAGE & DISPLAY POLICY 54 8.0 OWNER QUALITIFCATIONS 54 9.0 CONSTRUCTION BUDGET 60 10.0 PRO FORMA 69 BUSINESS PLAN 3 | Page 1.0 OVERVIEW The WONDERBRETT RETAIL (WBR) is partnering with social equity applicant Andre Scott to introduce a uniquely defined Dispensary experience. WBR is a unique store concept powered by the Wonderbrett Brand and product line. WonderBrett is recognized as an industry leader with a rich history and providing products to the market place since the 90’s and the Founder, Brett Feldman, qualifies for social equity as well. 1.1 PROPOSED PRODUCT LINE WBR design aesthetic gives 37.5% of the display space for brands focused on flower, 37.5% of display space for brands focused on concentrates and vapes, 12.5% to edibles, and 12.5% to wellness products. In the center of the retail floor, there will be 2 additional tables which will allow for the displaying of flower in view containers. With this configuration, WBR expects to generate 40% of revenue from Flower, 40% of revenue from Concentrates & Vape Cartridges, 15-19% of revenue from edibles, and 1% from wellness produces. 1.0 DAY-TO- DAY OPERATIONS 2.0 RETAIL OPERATIONS 3.0 DELIVERY OPERATIONS 4.0 TRACK- &-TRACE 5.0 GOODS RECEIPT 6.0 INVENTORY 7.0 QUALITY CONTROL BUSINESS PLAN 4 | Page WBR is targeting the above brand to fill the retail location. Each brand targets a unique subcategory within the type of product. 1.1 PRODUCT PROJECTIONS Based on published information through third-party data providers, Valley Pure, a dispensary with multiple locations in the Central Valley, does ~600 customers per day in their smallest dispensary are ~1200 per day in their largest dispensary. Our conservative estimate is that we would model below their smallest store. This would equate to reaching ~25+ per hour by the end of the first year. In addition to its storefront retail operation, WBR also provides a secure, discreet, and convenient cannabis goods delivery service to its verified customers. This service is invaluable to those customers who are unable to travel to WBR's retail premises. All deliveries of cannabis goods will be pre-ordered, packaged for sale, labeled, and placed in opaque exit packaging prior to being dispatched for delivery. The current projected start with 1 delivery vehicles and expand to 2 vehicles within the first year. This would lead to 2-3 deliveries per hour during light traffic. Future growth is determined based on demand. 2.0 RETAIL OPERATIONS All cannabis goods sold by WBR are tracked from seed to sale using a TREEZ SELL POS system that integrates with the State of California's Track-and-Trace system METRC. There will be 4 TREEZ Point of Sale units on the sales floor. This system allows WBR to easily collect, store, and retrieve all information on the cannabis goods in BUSINESS PLAN 5 | Page its inventory, including testing outcomes. The POS system used at WBR's retail counter is capable of integrating with a variety of electronic equipment commonly used at retail kiosks, including radio-frequency identification devices, bar code identifiers, scanning equipment, cash registers, computers, touch-screen tablets, and mobile devices. The use of this POS system enables WBR to record and monitor all business activities, including inventories, sales, and transportation and to generate reports on demand. WBR strictly observes a protocol that the retail area is supervised by at least one staff member whenever any non- employees are on the premises. All stock is stored in a locked safe or vault on the premises at the end of each business day. Every sale is documented by a record consisting of (i) the name of the employee who processed the sale; (ii) the name and WBR-assigned customer number of the customer who made the purchase; (iii) the date and time of the sale; (iv) a list of all goods sold (including quantity); (v) associated UIDs; and (vi) the total amount paid for the sale (including individual item prices and any taxes paid) (16 CCR § 5425). These sales procedures are strictly complied with to avoid inventory discrepancies. If necessary, management will consult with knowledgeable legal professionals for compliance advice. Management will provide retail staff with extensive training on the POS system and sales process before commencing employment. Further, WBR will arrange for a Treez representative to provide training to its staff on the use of Treez equipment and software. WBR has installed an electronic age verification device at each POS location and at the check-in desk in the reception area. Management is responsible for ensuring that the devices are maintained in operational order. If WBR's electronic age verification devices fail, WBR will stop operating until the devices are repaired or a new functioning device is acquired. Cannabis sales will not occur unless there is a functional electronic age verification device on-site. All WBR employees will be trained to use the electronic age verification devices as part of orientation training, and such training will be documented, retained in personnel files, and available to the DCR and the BCC upon request. All customer sales occur inside WBR's retail area or at a delivery address (16 CCR § 5025(c)). WBR does not offer sales via drive through or walk-up windows, and no cannabis goods will be sold or delivered by any means to any person within a motor vehicle. No alcohol or tobacco products are stored or sold on WBR's premises. BUSINESS PLAN 6 | Page 2.1 CHECKIN PROCEDURES To ensure that all individuals on-site are properly identified and accounted for, all guests are routed through a secure lobby area upon entering WBR's retail facility and are greeted by the Receptionist situated at reception. The Receptionist electronically checks state-issued identification cards (or other acceptable forms of identification) to verify visitor age and identity. Visitor information is retained in a log, which is accessible for security and regulatory compliance purposes. The Visitor Log will be retained for at least seven years. Upon being successfully verified for admittance according to WBR’s Customer Verification Policy or Patient and Caregiver Verification Policy, individuals may rest comfortably in the reception area until they are admitted into the retail area. All sales take place in the retail area only. At no time are non-employees left unsupervised in the retail area. WBR's employees will be physically present in the retail area at all times when there are individuals who are not employees of WBR in the retail area. 2.2 CUSTOMER VERIFICATION POLICIES WBR has developed a verification protocol to ensure that all individuals granted access to the retail area are at least 21 years old with valid proof of identification or are at least 1 8 years old with valid proof of identification and a valid physician 's recommendation for cannabis for themselves or for an individual for whom he or she is a primary caregiver (16 CCR § 5402(a)). WBR uses an electronic age verification device that allows its staff to verify the age of each visitor immediately upon entering the reception area. Management is responsible for ensuring that the devices are maintained in operational order. If WBR's electronic age verification devices fail, WBR will stop operating until the devices are repaired or a new functioning device is acquired. Cannabis sales will not occur unless there is a functional electronic age verification device on-site. All new WBR employees will be trained to use the electronic age verification devices as part of orientation training, and such training will be documented. 2.2.1 CUSTOMER VERIFICATION | ADULT-USE PURPOSE / POLICY: To prevent the illegal sale of cannabis to individuals under the legal age, all adult-use cannabis customers who enter WBR's retail facility will be subject to age verification to ensure that the customer is at least 21 years old and has valid proof of identification. WBR accepts the following forms of identification: 1. a state-issued driver's license; 2. a passport; 3. an immigration card; 4. military identification; and BUSINESS PLAN 7 | Page 5. any other local, state, federal, or international documentation that confirms the holder's age. RESPONSIBILITIES: 1. Receptionists and Sales Assistants are responsible for customer age verification. 2. Management is responsible for ensuring that all staff are trained regarding how to use the age verification devices during orientation training. 3. Management is responsible for ensuring that at least one staff member is present in the reception area at all times to regulate access to the retail area and to verify customer age and identity. 4. Management is responsible for ensuring that there are at least two functioning age verification devices on-site at all times. PROCEDURES: 1. All staff are trained regarding how to use the age verification devices prior to being permitted to serve customers. 2. At the beginning of each shift, management checks the age verification devices to ensure that at least two devices are functional and ready to use before being placed at reception and all POS locations. 3. If there is a malfunction or other incident that leaves WBR with less than two functioning age verification devices, WBR discontinues operations until it acquires a sufficient number of functioning age verification devices. 4. Customers enter the premises and check in at reception. The reception area is supervised by a Receptionist or Security Officer at all times. 5. The Receptionist greets the customer and explains that photographic identification is required to verify the customer's age and identity. 6. The customer submits identification to the Receptionist, who verifies that the customer has presented an acceptable form of identification and that the customer's photograph appears on the identification. 7. The Receptionist scans the customer's identification using the age verification device to confirm that the customer is at least 21 years old. 8. After the customer's age is verified, the Receptionist grants the customer access to the retail area. 9. Age Affirmation for Advertising and Marketing Recipients: 10. To receive individualized marketing communications, any potential customer must first affirm to WBR that he or she is at least 21 years old. 2.2.2 CUSTOMER VERIFICATION | PATIENT AND CAREGIVER POLICY For medical cannabis patients and primary caregivers, WBR's protocol requires that medical status and age be verified immediately upon entry. Medical patients must present the Receptionist with a valid physician's recommendation for cannabis and a California government- issued photo identification (or other acceptable form of identification) (16 CCR §§ 5400(b) & 5402). WBR's Receptionist is responsible for verifying the validity of both a patient's recommendation and the issuing physician 's medical license. BUSINESS PLAN 8 | Page Medical patients must receive physician recommendations prior to visiting WBR's dispensary, since WBR's policies prohibit any on-site issuance of recommendations. For medical cannabis patients with primary caregivers, WBR’s policies require that the patient accompany the primary caregiver on his or her initial visit to WBR's premises. When the patient is not present, a primary caregiver will only be admitted with a signed document bearing the patient's name and designating the individual as the patient's primary caregiver. Once a primary caregiver's identity has been established and the legitimacy of his or her primary caregiver status has been confirmed, a primary caregiver will be able to purchase cannabis goods on a patient's behalf. WBR will only sell medical cannabis goods to medical cannabis patients or their primary caregivers once identification is verified. PURPOSE / POLICY: To prevent the illegal sale of cannabis to individuals under the legal age or without a valid physician's recommendation for cannabis, all medical cannabis patients and primary caregivers who enter WBR's retail facility will be subject to age, identity, and medical status verification to ensure that the individual is at least 18 years old and has valid proof of identification and a valid physician's recommendation for himself or herself or for a person for whom he or she is a primary caregiver. WBR accepts the following forms of identification: 1. a state-issued driver's license; 2. a passport; 3. an immigration card; 4. military identification; and 5. any other local, state, federal, or international documentation that confirms the holder's age. RESPONSIBILITIES: 1. Receptionists and Sales Assistants are responsible for patient and primary caregiver verification. 2. Management is responsible for ensuring that all staff are trained regarding how to use the state's Medical Marijuana Identification Card ("MMIC") verification platform and the age verification devices during orientation training. 3. Management is responsible for ensuring that at least one staff member is present in the reception area at all times to regulate access to the retail area and to verify patient and primary caregiver age and identity. 4. Management is responsible for ensuring that there are at least two functioning age verification devices on-site at all times. PROCEDURES: 1. All staff are trained regarding how to use the age verification devices prior to being permitted to serve patients and primary caregivers. 2. At the beginning of each shift, management checks the age verification devices to ensure that at least two devices are functional and ready to use before being placed at reception and all POS locations. 3. If there is a malfunction or other incident that leaves WBR with less than two functioning age verification devices, WBR discontinues operations until it acquires a sufficient number of functioning age verification BUSINESS PLAN 9 | Page devices. 4. Patients and primary caregivers enter the premises and check in at reception. The reception area is supervised by a Receptionist or Security Officer at all times. 5. The Receptionist greets the patient or primary caregiver and explains that a valid physician's recommendation is required to verify the patient's medical status and that photographic identification is required to verify the patient's or the primary caregiver's age and identity. 6. The Receptionist verifies the patient's status by following the verification protocol listed on the physician's recommendation and verifies the physician's license as active and in good standing on the Medical Board of California's website using the http://search.dca.ca.gov. 7. If the patient presents an MMIC, the Receptionist enters the MMIC number into the state's verification platform (calmmp.ca.gov/MMIC_Search.aspx) to confirm that the patient's medical status is active. 8. If the patient is new, the Receptionist stores a copy of the patient's recommendation in the patient's file and advises the patient to bring the original recommendation on subsequent visits. 9. If the patient is not present, prior to selling medical cannabis to a primary caregiver on the patient's behalf, WBR requires a signed document from a licensed physician bearing the patient's name and designating the individual as the patient's primary caregiver. 10. The patient or primary caregiver submits photographic identification to the Receptionist, who verifies that the patient or primary caregiver has presented an acceptable form of identification. 11. The Receptionist scans the patient's or primary caregiver's photographic identification using the age verification device to confirm that the patient or primary caregiver is at least 18 years old. 12. After the patient's medical status and the patient's or primary caregiver's age is verified, the Receptionist grants the patient or primary caregiver access to the retail area. 2.3 HOURS OF OPERATION WBR will keep regular and reliable hours of operation to ensure its responsibilities towards customers are fulfilled. WBR does not sell any cannabis goods prior to 6:00 a.m. or after 10:00 p.m., at which time the retail area is closed, secured, and accessible only to authorized employees and contractors. WBR's Security Officer ensures that all customers have exited the premises within 15 minutes after closing. Staff shifts are specified on the staff schedule maintained within the application HOMEBASE and updated periodically to maintain adequate staff attendance to best serve WBR’s customers. Homebase allows the manager and the employees to post open shifts or trade shift. Employees who are not scheduled to work will not be admitted by the Receptionist unless they have another legitimate business reason for entrance. MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY SUNDAY OPEN 06:00 06:00 06:00 06:00 06:00 06:00 06:00 CLOSES 22:00 22:00 22:00 22:00 22:00 22:00 22:00 BUSINESS PLAN 10 | Page During non-business hours: (i) the premises are securely locked with commercial-grade, non-residential locks; (ii) the premises are equipped with an active alarm system; (iii) all cannabis goods are securely stored; and (iv) only authorized employees and contractors with a legitimate business purpose are allowed to enter the premises (16 CCR § 5403(b)). 2.4 OPENING The Manager and another employee will open the premises thirty minutes before the store opens to the public to and management is responsible for ensuring that the following protocols occur at opening time: 1. Perimeter has been checked for graffiti; 2. External door has been unlocked to allow access; 3. Perimeter alarms have been deactivated; 4. All scheduled staff members have reported for work; 5. The POS system is operational; 6. Cash drawers have been balanced and assigned to the POS areas; 7. Opening inventory data has been verified and recorded in inventory records; 8. Sufficient stock has been removed from the safe or vault room and displayed securely in the retail area; and 9. Staff are ready to greet and serve customers. 2.5 CLOSING In accordance with WBR's SOPs, management is responsible for ensuring that the following protocols occur at closing time: 1. All customers have vacated the building within 15 minutes after closing (16 CCR § 5403(b)(3)); 2. The POS system has been closed and balanced, and the data has been uploaded into Track- and-Trace; 3. Cash has been counted, reconciled, and stored securely; 4. Closing inventory data has been verified and reconciled with the data in Track-and-Trace; 5. All stock has been removed from the displays in the retail area and securely stored in the safe or vault room; 6. The facility has been properly cleaned for the next business day; 7. The video surveillance system has been checked; 8. All staff have exited the building; 9. Exterior doors have been securely locked with commercial-grade, non-residential door locks (16 CCR § 5403(b)(l)); and 10. All alarms have been activated. BUSINESS PLAN 11 | Page 2.6 DAILY LIMITS WBR tracks and records all sales of cannabis goods. All staff are trained to comply with all regulations regarding daily limits. Sales Assistants are responsible for ensuring that maxim um daily sales limits per patient and adult-use customer are not exceeded. WBR's POS system, Treez, automatically prohibits sales to customers beyond daily sales limits. Once a customer's daily purchasing limit has been met, the software will not allow that customer to "check out" or make any further purchases. WBR will not sell more than 28.5 grams of non-concentrated cannabis, 8 grams of concentrated cannabis, or 6 immature cannabis plants to an individual adult-use customer in a single day (16 CCR § 5409(a)). WBR will not sell more than eight ounces of medical cannabis to an individual medical cannabis patient (or authorized primary caregiver for each patient they are authorized to make purchases for) in a single day, unless the patient or caregiver present a documented physician's recommendation stating that eight ounces does not meet the daily requirement of the patient's needs, in which case the patient or primary caregiver can purchase no more than the exact amount specified by the physician. 2.7 TETRAHYDROCANNABINOL LIMITS WBR policy prohibits the sale of any edible cannabis product exceeding 10 milligrams of tetrahydrocannabinol ("THC") per serving or 100 milligrams of THC per package (16 CCR § 5029(a)). Further, WBR policy prohibits the sale of any non-edible cannabis product exceeding 1,000 milligrams of THC per package for adult-use products and 2,000 milligrams of THC per package for medical products. To ensure compliance with the THC limits, WBR will only sell products designated as "For Medical Use Only," to verified medicinal customers (§ 5032(d)). 2.8 CANNABIS GOODS DISPLAYS WBR has established provisions to ensure that all local and state regulations regarding cannabis goods displays and advertising are strictly observed. WBR has carefully considered how best to present its cannabis goods in a manner that is consistent with a professional, hygienic, and security-conscious design. Accordingly, WBR’s cannabis goods are displayed in the retail area in secure rolling cases with locking drawers and glass tops. Customers are unable to access any of WBR's cannabis goods without the assistance of an authorized WBR employee who may, on request, allow customers the opportunity to inspect goods more closely using a secure clear glass and plastic containers (16 CCR § 5405(c)). This system prevents loss and diversion, while allowing customers the opportunity to verify that the quality of WBR's cannabis goods meets their expectations in advance of purchase. Cannabis goods are only displayed in the retail area during operating hours and are not visible from outside the premises. WBR does not display cannabis goods in areas outside the retail area. All surplus cannabis is held in stock on the premises in a locked and atmospherically controlled safe or vault. BUSINESS PLAN 12 | Page WBR will not provide free samples of any type, including cannabis goods, to any person (16 CCR § 541 l (a)). Further, WBR will not allow any non-employees to provide free samples of any type, including cannabis goods, to any person on its premises. Any cannabis goods removed from packaging for display purposes will not be sold or consumed and will be disposed of pursuant to WBR's Cannabis Waste Storage and Disposal Policy when no longer used for display. 3.0 DELIVERY OPERATIONS In addition to its storefront retail operation, WBR also provides a secure, discreet, and convenient cannabis goods delivery service to its verified customers. This service is invaluable to those customers who are unable to travel to WBR's retail premises. All deliveries of cannabis goods will be pre-ordered, packaged for sale, labeled, and placed in opaque exit packaging prior to being dispatched for delivery. The WBR believes that it will start with 2 delivery vehicles and expand to 4 vehicles within the first year. Future growth will be determined based on demand. 3.1 DELIVERY POLICY | REQUEST RECEIPT WBR will prepare a delivery request receipt for each cannabis goods delivery. The delivery request receipt will contain the following: (i) WBR's name and address; (ii) the first name and employee number of the WBR Delivery Employee delivering the order; (iii) the first name and employee number of the WBR employee preparing the order for delivery; (iv) the first name and WBR-assigned customer number for the customer who requested the delivery; (v) the date and time the delivery request was made; (vi) the delivery address; (vii) a detailed description of all cannabis goods requested for delivery, including the weight, volume, or other accurate measure of the amount of the cannabis goods requested; (viii) the total amount paid for the delivery, including any taxes, fees, the cost of the cannabis goods, and any other charges related to the delivery; and (ix) upon delivery, the date and time the delivery was made and the signature of the customer who received the delivery. Prior to arrival at any delivery location, the Delivery Employee must have received a delivery request receipt containing all of the above information, except for the date and time the delivery was made and the customer's signature. At the time of the delivery, WBR's Delivery Employee will give the customer one copy of the delivery request receipt and will retain a signed copy of the delivery request receipt for WBR's records. Immediately upon request by the BCC or any law enforcement officer, the Delivery Employee will provide all delivery request receipts for cannabis goods carried by the Delivery Employee in the delivery vehicle or any deliveries that have already been completed. 3.2 DELIVERY POLICY | VEHICLE INFORMATION On the first of every month and upon request, WBR will provide the DCR with information regarding each of its cannabis goods delivery vehicles, including the vehicle's make, model, color, Vehicle Identification Number, BUSINESS PLAN 13 | Page license plate number, and Department of Motor Vehicle's registration. WBR will also provide this information to the BCC upon request. WBR employees have been instructed to comply on any occasion where the OCR or the BCC decides to stop the delivery motor vehicle or carry out an inspection, either at the licensed premises or during a delivery. 3.3 DELIVERY POLICY | AGE VERIFICATION The age and identity of each delivery customer will be confirmed prior to providing cannabis goods to the delivery customer (16 CCR § 5415(g)). WBR's Delivery Employees will use electronic age verification to verify the age of any individual attempting to purchase cannabis goods for delivery at each POS location (i.e., at each delivery address). Management is responsible for ensuring that the devices are maintained in operational order. If WBR’s electronic age verification devices fail, WBR will stop operating until the devices are repaired or a new functioning device is acquired. Cannabis sales will not occur unless there is a functional electronic age verification device. All employees will be trained in the proper use of the electronic age verification devices, and such training will be documented. 3.4 DELIVERY POLICY | GPS & LOCATION INFO POLICY Each of WBR's delivery vehicles is outfitted with a dedicated GPS device for identifying the geographic location of the delivery vehicle. WBR owns the GPS devices and uses the GPS devices for delivery only. The GPS devices are not smartphones or tablets. The device is permanently or temporarily affixed to the delivery vehicle and will remain active and inside of the delivery vehicle at all times during delivery. At all times, WBR will be able to identify the geographic location of all delivery vehicles that are making deliveries for WBR and will provide that information to the DCR and the BCC upon request. 3.5 DELIVERY POLICY | EMPLOYEE COMMUNICATION PURPOSE / POLICY: It is company policy to ensure constant communication between Delivery Employees and management, allowing for secure cannabis goods delivery to WBR's customers. RESPONSIBILITIES: 1. Management is responsible for overseeing the delivery process, including maintenance of the Delivery Employee communication system. 2. Delivery Employees are responsible for communicating with, or receiving communications from, management when necessary. 3. Management is responsible for maintaining an open channel of communication with all Delivery Employees to ensure successful communication in case of an emergency or other security risk. PROCEDURES: BUSINESS PLAN 14 | Page 1. Each delivery vehicle is equipped with a GPS device, and management monitors the location of the delivery vehicle during a delivery. 2. The Delivery Employee and management communicate via hands-free telephone. 3. Prior to departing from WBR's premises for a delivery, the Delivery Employee verifies that the communication and GPS devices are properly functioning. 4. The Deli very Employee reports all adverse delivery events found in the Delivery Security Policy to management, who records the events in the Adverse Incident Log. 5. A routine telephone check-in takes place between the Delivery Employee and management at the start and completion of each delivery route. 3.6 DELIVERY POLICY | EMPLOYEE This Delivery Employee List is completed by management for each WBR Delivery Employee. A copy of each Delivery Employee's government-issued driver's license is retained in that employee's personnel file. PURPOSE / POLICY: This policy ensures that WBR's Delivery Employees are trained and qualified to securely deliver cannabis goods from WBR's premises to WBR's delivery customers. Delivery Employees must be at least 21 years old and possess a valid government-issued driver's license. Further, Delivery Employees must depart and return to WBR's premises before taking possession of any cannabis goods from another licensee to perform deliveries (i.e., the Delivery Employee cannot perform deliveries for other licensees while performing deliveries for WBR). RESPONSIBILITIES: 1. Management is responsible for overseeing the delivery process, including ensuring that Deli very Employees meet minimum qualifications for performing deliveries on WBR's behalf and are trained regarding proper delivery procedures. 2. Delivery Employees are responsible for complying with WBR's policies regarding Delivery Employee qualifications and deliveries in general. 3. Delivery Employees are responsible for maintaining current driver's licenses and notifying management of any issues with driver's license validity prior to performing deliveries on WBR's behalf. PROCEDURES: 1. Prior to hiring a new Delivery Employee, management obtains a copy of the individual's government- issued driver's license to ensure that the individual is at least 21 years old and has the legal right to drive a motor vehicle in California. 2. Upon hiring a new Delivery Employee, management enters the Delivery Employee's information into the Delivery Employee List and retains a copy of the Delivery Employee's driver's license in the Delivery Employee's personnel file. 3. Management routinely checks the Deli very Employees' driver's licenses on file to ensure that the licenses are not expired or about to expire. If management notices that a Delivery Employee's driver's BUSINESS PLAN 15 | Page license is set to expire within the next month, management reminds the Delivery Employee that the license will need to be renewed for the Delivery Employee to continue performing deliveries on WBR's behalf. 4. If there is any issue with a Delivery Employee's driver's license, including the expiration or suspension of the license, the Delivery Employee immediately notifies management so that management can decide the appropriate course of action. The Delivery Employee is not permitted to perform deliveries on WBR's behalf until any and all driver's license issues are resolved. 5. Once the Delivery Employee leaves WBR's premise to perform a delivery on WBR's behalf, the Delivery Employee does not perform deliveries for any other licensees until the deliveries for WBR are completed and the Delivery Employee has returned to WBR's premises. 3.7 DELIVERY POLICY | ORDER DROP-OFF POLICY PURPOSE / POLICY: This policy ensures that Delivery Employees follow the correct procedures transferring possession of cannabis goods to a customer. RESPONSIBILITIES: Delivery Employees are responsible for confirming age and identity of delivery customers, for transferring cannabis goods to customers, and for interacting with customers in a professional manner. PROCEDURES: 1. Upon arrival at the delivery address, and after unloading the delivery vehicle, the Delivery Employee attempts to contact the customer by knocking on the door or ringing the doorbell. 2. If there is no response after a reasonable time, the Delivery Employee returns to the delivery vehicle and contacts the customer by telephone. 3. If there is no response within 10 minutes, the Delivery Employee returns to WBR's facility. (If the Delivery Employee returns to WBR's facility without completing the delivery, any undelivered cannabis goods are returned to WBR's inventory and inventory and Track-and-Trace Records are updated as necessary by the end of the business day.) 4. If there is a response, the Delivery Employee first verifies that the person responding is the person who placed the delivery order by inspecting the person's photographic identification. 5. The Deli very Employee scans the customer's identification with the age verification device to confirm that the provided identification is valid and that the customer is of legal age to purchase cannabis goods for an adult-use or medical customer. 6. Upon verifying identity and age, the Delivery Employee transfers possession of the cannabis goods to the customer. 7. The Delivery Employee accepts payment before transferring possession of the cannabis goods. 8. The customer signs the delivery request receipt and is provided with a copy. 9. The Delivery Employee retains a copy of the signed delivery request receipt for WBR's records. BUSINESS PLAN 16 | Page 10. After completing the delivery, the Delivery Employee follows the procedures outlined in the Post- Delivery Policy. 3.8 DELIVERY POLICY | ORDER PROCESSING POLICY PURPOSE / POLICY: This policy ensures that all orders are correctly processed and checked for proper packaging, quality, and freshness before being sent out for delivery. Delivery Employees may not leave WBR's premises without at least one delivery order already received and processed by WBR. RESPONSIBILITIES: 1. Management is responsible for overseeing the delivery process, including ensuring that Sales Assistants are trained regarding following proper procedure and verifying ordered goods are properly packaged and labeled. 2. Sales Assistants are responsible for retrieving and processing ordered cannabis goods and ensuring that the goods are placed into proper exit packaging. PROCEDURES: 1. Sales Assistants prepare a delivery request receipt for each cannabis goods delivery containing the following: a. WBR's name and address; b. the first name and employee number of WBR's Delivery Employee who delivers the order; c. the first name and employee number of WBR's employee who prepares the order for delivery; d. the first name and WBR-assigned customer number for the customer who requests the delivery; e. the date and time the delivery request is made; f. the delivery address; g. a detailed description of all cannabis goods requested for delivery, including the weight, volume, or other accurate measure of the amount of the cannabis goods requested; and h. the total amount paid for the delivery, including any taxes, fees. i. the cost of the cannabis goods, and any other charges related to the delivery. 2. Upon delivery, the Delivery Employee updates the delivery request receipt to include the date and time the delivery is made and the signature of the customer who receives the delivery.) 3. Sales Assistants retrieve the ordered cannabis goods from inventory storage and visually inspects each good, ensuring that: a. the good has not exceeded any expiration date; b. the packaging is intact and unopened; and c. the labeling is intact and legible. 4. Sales Assistants ensure that the appropriate employees enter data regarding the cannabis goods ordered into the POS system and Track-and-Trace. BUSINESS PLAN 17 | Page 5. Sales Assistants prepare a Delivery Inventory Ledger including the following information for each cannabis good provided to the Delivery Employee: a. the type of good; b. the brand; c. the retail value; d. the UID; and e. the weight, volume, or other accurate measure of the cannabis good. 6. Sales Assistants place the ordered cannabis goods into opaque exit packaging. 7. Sales Assistants provide the Delivery Employee copies of the delivery request receipt(s) and the Delivery Inventory Ledger. 3.9 DELIVERY POLICY | POST-DELIVERY POLICY POLICY / PURPOSE: This policy ensures that WBR's Delivery Employees follow proper procedure after completing a delivery, that completed deliveries are properly documented, and that any undelivered cannabis goods are securely returned to WBR's inventory. RESPONSIBILITIES: 1. Management is responsible for overseeing the delivery process, including ensuring that Delivery Employees are trained regarding proper procedure upon completion of a delivery. 2. Delivery Employees are responsible for safely returning to WBR's premises after completing deliveries, accurately recording and transmitting the necessary delivery information, and moving any undelivered cannabis goods from the delivery vehicle into WBR’s inventory storage area. 3. Management is responsible for ensuring that delivery records are retained in accordance with the Records Storage Policy. PROCEDURES: 1. After completing each delivery, the Delivery Employee returns to the delivery vehicle and updates the Delivery Inventory Ledger to reflect the current inventory in possession of the Deli very Employee. The Delivery Employee notifies the retailer. either telephonically or electronically, that the delivery has successfully occurred. 2. After completing the final delivery, the Delivery Employee updates the Delivery Inventory Ledger and returns to WBR's premises. 3. Deli very Employees unload any undelivered cannabis goods from the delivery vehicle and return the goods to inventory. 4. Management ensures that an authorized employee updates the relevant inventory and Track-and-Trace records by the end of the business day. 5. The Delivery Employee provides management with the Delivery Inventory Ledger and Delivery Stop Log. BUSINESS PLAN 18 | Page 6. Management ensures that the Delivery Inventory Ledger and Delivery Stop Log are retained in WBR's records and available for inspection for at least seven years in accordance with the Records Storage Policy. 3.10 DELIVERY POLICY | PRE-DISPATCH CHECKLIST POLICY PURPOSE / POLICY: This policy ensures that Deli very Employees possess all necessary items when delivering cannabis goods to a customer. RESPONSIBILITIES: Delivery Employees are responsible for verifying that the items necessary to complete a delivery order are in their possession before leaving WBR's facility. PROCEDURES: After loading cannabis goods into the delivery vehicle, but before departing from WBR's facility, Delivery Employees consult the following checklist to ensure that all necessary items are in their possession and functioning properly: PRE-DISPATCH CHECKLIST Business License Sufficient Fuel Mobile Telephone Driver's License Age Verification Device Alarm System Employee ID Badge Delivery Request Receipt GPS Device Delivery Inventory Ledger Delivery Stop Log Inventory Containers 3.11 DELIVERY POLICY | RECEIVING ORDERS POLICY POLICY / PURPOSE: To guarantee accurate order information and the timely delivery of cannabis goods to WBR's customers, employees are to follow the same schedule for every delivery order. RESPONSIBILITIES: 1. Management is responsible for overseeing the order and delivery process, including ensuring that Sales Assistants are trained regarding following proper procedure. 2. Sales Assistants are responsible for intake of delivery orders and for interacting with customers in a friendly and professional manner. 3. Sales Assistants are responsible for checking WBR's mobile telephone, voicemail, technology platforms, and email for new delivery orders. PROCEDURES: 1. Sales Assistants answer telephone calls, text messages, website submissions, and emails from customers for delivery orders of cannabis goods. 2. Sales Assistants routinely check WBR's voicemail, text messages, technology platforms, and email inbox BUSINESS PLAN 19 | Page for incoming delivery order requests so that delivery orders are promptly acknowledged, prepared, and fulfilled. 3. Upon receipt of a new delivery order, Sales Assistants follow the procedures outlined in the Inventory Verification Policy to ensure that the requested items are in stock. 4. If the goods ordered by a customer are available for purchase, the Sales Assistant records the customer's identifying information and checks the customer-provided delivery address online to verify that it is: a. a physical address in the City of Los Angeles (unless another address is approved by the DCR and the affected jurisdiction); b. not on publicly owned land or on land or in a building leased by a public agency; and c. not on land held in trust by the United States for a tribe or an individual tribal member (unless authorized by tribal law). 5. After successful approval of the customer's delivery address, the Sales Assistant informs the customer that age verification will be required at the time of delivery and that order fulfillment is contingent upon age and identity verification. (Adult-use customers must be at least 21 years old, and medical patients or primary caregivers must be at least 18 years old.) 6. Orders placed by a single adult-use cannabis customer cannot exceed 28.5 grams of non-- concentrated cannabis, 8 grams of concentrated cannabis, or 6 immature plants per day. Orders placed by a single medical cannabis patient cannot exceed 8 ounces of medical cannabis per day unless the patient presents a valid physician's recommendation indicating otherwise. 7. After confirming an order, the Sales Assistant enters the order information into the POS system and an authorized Track-and-Trace user enters the order into Track-and-Trace. 8. If WBR loses access to Track-and-Trace, delivery orders are not fulfilled until access to Track-and-Trace is restored. 3.12 DELIVERY POLICY | SECURITY POLICY PURPOSE / POLICY: The purpose of this policy is to ensure that WBR's delivery of cannabis goods is as secure as possible and that all items purchased reach their destinations with minimal risk of theft, loss, or diversion. RESPONSIBILITIES: 1. Management is responsible for overseeing the delivery process, including instructing Delivery Employees regarding proper risk management protocols. 2. Management is responsible for investigating and preparing reports on all incidents that are covered by this Delivery Security Policy and communicating with Delivery Employees while a delivery is in process. 3. The Delivery Employee is responsible for remaining alert during a delivery and communicating with or responding to a communication from management in the case of any event that might jeopardize the safety or timeliness of the delivery of cannabis goods. PROCEDURES: 1. Each delivery vehicle is equipped with a GPS device, and management monitors the location of the BUSINESS PLAN 20 | Page delivery vehicle during each delivery. 2. Delivery Employees ensure that the cannabis goods being delivered are locked in a container secured to the inside of the transportation vehicle such that they are not visible from outside of the vehicle. 3. The Delivery Employee only travels from WBR 's premises to the delivery address; from one delivery address to another delivery address; or from a delivery address back to the WBR's premises, without deviation, except for necessary rest, fuel, or vehicle repair stops, or because road conditions make continued use of the route unsafe, impossible, or impracticable. 4. The Delivery Employee reports any delivery delays caused by road conditions or vehicle problems to management via a hands-free mobile telephone device located within the delivery vehicle. 5. The Delivery Employee records any stops made on the Delivery Stop Log and provides the log to management upon returning to WBR 's premises after a delivery in accordance with the Post-Delivery Policy. 6. If the Delivery Employee significantly deviates from the delivery directions without contacting management, management calls the Delivery Employee to verify safety. 7. The Delivery Employee reports all adverse delivery events to management, who records the events in the Adverse Incident Log. Adverse delivery events include accidents, diversions, losses, and emergency stops. 8. Management prepares all appropriate reports and notices corresponding to the event and notifies the required regulatory agencies and the police department if necessary. 9. A routine telephone check-in takes place between the Delivery Employee and management before and after each delivery. 3.13 DELIVERY POLICY | VEHICLE LOADING POLICY POLICY / PURPOSE: This policy ensures that delivery vehicles are properly loaded before departing from WBR's facility. RESPONSIBILITIES: 1. Management is responsible for overseeing the order and delivery process, including ensuring that Sales Assistants and Delivery Employees are trained regarding following proper procedure. 2. Sales Assistants or Delivery Employees are responsible for moving cannabis goods to the vehicle loading area of WBR's facility and loading the goods into the delivery vehicle. PROCEDURES: 1. After processing a delivery order, Sales Assistants or Delivery Employees move the ordered cannabis goods from the retail area to the designated vehicle loading area. 2. The delivery vehicle loading area is under 24-hour video surveillance. 3. Prior to loading the delivery vehicle, management verifies that the Delivery Inventory Ledger contains less than $10,000 of cannabis goods, based on current retail prices. 4. Delivery Employees or Sales Assistants load cannabis goods into the enclosed delivery vehicle, ensuring BUSINESS PLAN 21 | Page that the goods are locked in a the truck of a car of an enclosed area of a small transit cargo vehicle and the container is secured to the inside of the vehicle and arc not visible to the public. 5. While in the vehicle loading area, Delivery Employees ensure that the delivery vehicle is ready for departure and that all necessary items and documents are in the vehicle by following the Pre-Dispatch Checklist Policy. 3.14 DELIVERY POLICY | VEHICLE STOP PURPOSE / POLICY: This policy ensures that WBR's Delivery Employees follow proper procedure upon being stopped by regulatory authorities during a delivery. WBR acknowledges that the BCC and the DCR may stop and inspect WBR's delivery vehicles at any licensed premises or during delivery. Further, immediately upon request by the BCC, the OCR, or any law enforcement officer, the Delivery Employee will provide: 1. all Delivery Inventory Ledgers and the log of all stops from the time of leaving WBR's premises to the time of the request; and 2. all delivery request receipts for cannabis goods carried by the Delivery Employee in the delivery vehicle or for any deliveries that have already been made to customers. 3. all delivery employee will maintain a log of any stops from the time the Delivery Employee leaves WBR's premises to the time the Delivery Employee returns to WBR's premises, including the reasons for each stop. 4. upon returning to WBR's premises, the Delivery Employee will provide the delivery stop log to management, who will ensure that the log is retained and available for inspection for at least seven years. RESPONSIBILITIES: 1. Management is responsible for overseeing the delivery process, including ensuring that Delivery Employees are trained regarding proper procedure upon being stopped by a regulator during a delivery. 2. Delivery Employees are responsible for communicating and cooperating with regulatory authorities during a delivery and providing the appropriate documentation immediately upon request. 3. Delivery Employees are responsible for updating the Delivery Stop Log to reflect any stops by regulatory authorities and for communicating the stop to management. 4. Management is responsible for ensuring that the Delivery Stop Log reflects any stops by regulatory authorities and is retained in accordance with the Records Storage Policy. PROCEDURES: 1. If during a delivery, a delivery vehicle is stopped by the BCC, the OCR, or law enforcement, the Delivery Employee cooperates with the stop and responds to inquiries with urgency, honesty, and professionalism. (If the stop is by an agent of the BCC or the DCR, the Delivery Employee first requests to see the agent's identification badge or other credentials to verify that the agent represents the BCC or the OCR.) 2. Immediately upon request by the stopping regulator, the Delivery Employee provides all delivery request receipts, Delivery Stop Logs, and Delivery Inventory Ledgers in the Delivery Employee's possession at the time of the request BUSINESS PLAN 22 | Page 3. After the stop, the Delivery Employee updates the Delivery Stop Log to reflect the stop and contacts management in accordance with the Delivery Employee Communication Policy to notify management of the stop. 4. Upon returning to WBR's facility, the Delivery Employee provides the Delivery Stop Log to management, who confirms that the log reflects the regulatory stop and ensures that the record is retained in accordance with the Records Storage Policy. 3.15 DELIVERY POLICY | VEHICLE UNLOADING PURPOSE / POLICY: This policy ensures delivery vehicles are properly unloaded upon arrival at a delivery address. RESPONSIBILITIES: Delivery Employees are responsible for unloading the delivery vehicle upon arrival at a delivery address. PROCEDURES: 1. Upon arrival at a delivery address, the Delivery Employee verifies that the delivery address matches the address listed on the delivery request receipt. 2. If necessary, the Delivery Employee calls the customer to verity the delivery address. 3. The Delivery Employee surveys the area for any suspected security risks. If a risk is perceived to be present, the Delivery Employee calls management or local law enforcement, if necessary. 4. If the area is clear of security risks, the Delivery Employee removes the cannabis goods from the vehicle's storage compartment. 5. Before exiting the vehicle, the Delivery Employee retrieves the age verification device and either a paper delivery request receipt or the tablet or other technology used to sign and send delivery request receipts. 6. Finally, the Delivery Employee exits and Jocks the delivery vehicle, activates the alarm system, and approaches the delivery address. The Delivery Employee verifies that the vehicle is locked and the alarm system is active before approaching the delivery address. 4.0 TRACK-AND-TRACE POLICIES WBR maintains an active Track-and-Trace account for tracking and reporting the movement of its inventory to the DCR and the BCC. Within 30 days after attending state-mandated Track-and-Trace training, the Track-and- Trace Account Manager or other authorized user will enter all required inventory information into Track-and-Trace. 16 CCR § 5052(d). Thereafter, WBR will report in Track-and-Trace all commercial cannabis activity, including the packaging, sale, transport, receipt, return, destruction, or disposal of cannabis goods, laboratory testing and results, and any other activity as required by the BCC or any other licensing authority. § 5049(a). Assigned UIDs enable individual cannabis goods to be tracked throughout the supply chain, from seed to sale. BUSINESS PLAN 23 | Page WBR ensures the accuracy and completeness of all information entered into Track-and- Trace and corrects any errors as soon as they are discovered. § 5049(d). WBR accepts responsibility for all actions any account manager or authorized users take while logged into Track-and-Trace or otherwise engaging in commercial cannabis activity. § 5048(t). 4.1 TRACK-AND-TRACE | MANIFEST VERIFICATION WBR has implemented the following additional procedures specifically for the receipt of cannabis goods from licensed distributors: Before any shipment can be received by WBR’s staff and added to its inventory, WBR first verifies that the shipping manifest provided by the distributor contains the above information, as well as the following: (i) the names, license numbers, and premises addresses of the originating licensee(s), the transporting distributor, and WBR (the destination licensee); (ii) the dates and times of departure from, and estimated times of arrival at, the business premises of each licensee involved in the transaction; and (iii) the driver's license number of the person transporting the cannabis goods and the make, model, and license plate n umber of the vehicle used for transport. ld. § 5049(b)(6)(A). The verified shipping manifest is then entered into Track-and-Trace. After verifying the shipping manifest, WBR performs a visual inspection to ensure that the cannabis goods obtained match the description in the shipping manifest and records its acceptance and acknowledgment of the cannabis goods in Track- and-Trace. § 5049(b)(6)(B). If WBR discovers a discrepancy between the type or quantity specified in the shipping manifest and the type or quantity received, WBR will immediately record the discrepancy in Track-and-Trace and any other relevant business records. § 5049(b)(6)(C). 4.2 TRACK-AND-TRACE | WASTE & DESTRUCTION In situations mandating the destruction and disposal of cannabis goods, WBR records the following additional information in Track-and-Trace: (i) the name of the employee performing the destruction or disposal; (ii) the reason for the destruction or disposal; and (iii) the name of the entity being used to collect and process the resulting cannabis waste. § 5049(b)(7). Management oversees cannabis waste in accordance with WBR's Cannabis Waste Storage and Disposal Policy. Management reports cannabis waste destruction and disposal to the Track-and- Trace Account Manager, who ensures that an authorized user enters all necessary details of the cannabis waste destruction and disposal into Track-and-Trace. WBR will enter into Track-and-Trace any additional information required by the BCC, the DCR, or any other applicable licensing or regulatory agency. § 5049(b)(9). If it is discovered that cannabis goods are exposed, compromised, spoiled, or fouled, WBR will make an adjustment in Track-and-Trace and provide a description of what occurred. § 5049(b)(8). 4.3 TRACK-AND-TRACE | REPORTING POLICY POLICY / PURPOSE: BUSINESS PLAN 24 | Page To account for the status of the cannabis goods purchased and sold by WBR, all items are tracked from seed to sale using a POS system that integrates with the State of California's Track-and-Trace system ("Track-and- Trace"). WBR accurately and efficiently maintains Track-and-Trace records in as close to real time as possible and corrects any errors as soon as they are discovered. RESPONSIBILITIES: 1. Management and Sales Assistants are responsible for accurately recording commercial cannabis activity into the POS system. 2. The designated Track-and-Trace Account Manager and authorized users are responsible for ensuring the accuracy for information recorded in the POS system and for uploading that information into Track-and- Trace within 24 hours of the occurrence of the corresponding transaction. PROCEDURES: 1. Upon the completion of a sale of cannabis goods, the receipt of a shipment of cannabis goods, the return of cannabis goods, and the destruction and disposal of cannabis goods, an authorized employee records the necessary identifying information in the POS system and Track-and-Trace. The necessary identifying information includes: 2. name and type of the cannabis goods; 3. UID of the cannabis goods; 4. amount of the cannabis goods, by weight or count; 5. date and time of the activity or transaction; and 6. name and license number of other licensees involved in the activity or transaction. 7. For each shipment of cannabis goods received, the transporting distributor's shipping manifest and other relevant shipment information is recorded in Track-and-Trace in accordance with the Shipment Intake Policy. 8. For each destruction and disposal of cannabis goods, an authorized employee records in the POS system and Track-and-Trace, in addition to the necessary identifying information: a. the name of the employee performing the destruction or disposal; b. the reason for destruction or disposal; and c. if necessary, the entity being used to collect and process the cannabis waste. 9. An authorized employee records in Track-and-Trace the following adjustments: a. spoilage or fouling of cannabis goods; and b. any event resulting in exposure or compromise of the cannabis goods. 10. The Track-and-Trace Account Manager or an authorized user ensures that all transactions are entered into Track-and-Trace within 24 hours of occurrence. 11. If an error is discovered in Track-and-Trace, the discovering employee notifies the Track- and-Trace Account Manager, who ensures that the error is corrected immediately. 12. WBR provides the DCR and the BCC with its Track-and-Trace records upon request. 13. If WBR loses access to Track-and-Trace, the Track-and-Trace Account Manager or an authorized user BUSINESS PLAN 25 | Page documents and notifies the BCC immediately when access to Track-and- Trace is lost, noting the cause of the loss of access. 14. The Track-and-Trace Account Manager ensures preparation and maintenance of comprehensive records detailing all commercial cannabis activity that occurs during the loss of access to Track-and-Trace. 15. The Track-and-Trace Account Manager or an authorized user documents and notifies the BCC immediately when access to Track-and-Trace is restored. 16. Within three business days of restoration of access to Track-and-Trace, the Track-and- Trace Account Manage or an authorized user enters into Track-and-Trace all commercial cannabis activity that occurred during the loss of access. 17. WBR will not transport, transfer, or deliver any cannabis goods until access is restored and all information is recorded in Track-and-Trace. 5.0 GOODS RECEIPT POLICIES WBR has developed protocols to ensure secure, accurate, and properly documented receipt of cannabis goods deliveries from licensed distributors. Shipments will only be accepted between 7:00 a.m. and 6:00 p.m. on Mondays through Fridays, or 10:00 a.m. and 4:00 p.m. on Saturdays. No deliveries will occur on Sundays. All incoming shipments of cannabis goods will enter WBR's premises through an entrance that is not available for use by the public at the scheduled time. WBR only receives shipments of cannabis goods from licensed distributors. Licensing authorities and state and local agencies may inspect shipments at any time. Prior to receiving a shipment of cannabis goods, WBR will receive a shipping manifest through Track-and- Trace or by electronic mail from the transporting distributor. WBR will only accept a shipment of cannabis goods from a distributor if it is accompanied by an electronic shipping manifest generated by the distributor. Prior to being granted access to the premises, distributors must check in at reception and have their credentials verified and logged, including the distributor's name and license number and the date and time of arrival. According to WBR's shipment receiving protocols, the entire shipment is refused if the distributor does not have the appropriate credentials on hand or if their credentials are expired. Upon arrival of a shipment, management visually inspects the cannabis goods to confirm the order aligns with the distributor's electronic shipping manifest, to check for evidence of tampering, and to verify applicable goods are within their sell-by dates and packaged for final sale. Any issues are immediately addressed with the distributor. Cannabis goods that are not packaged for final sale, that have signs of defects or non-compliant packaging, or that have exceeded their sell-by date, are refused. WBR will request that the distributor reconcile any discrepancies in the electronic shipping manifest to reflect the actual cannabis goods received and accepted and provide WBR with a corrected manifest. The Track-and-Trace Account Manager or other authorized user enters into Track-and- Trace the accurate manifest information and any additional pertinent data related to the inventory shipment, including: (i) name and type of the cannabis goods; (ii) UIDs of the cannabis goods; (iii) amount of the cannabis goods (by weight or count); BUSINESS PLAN 26 | Page (iv) date and time of the receipt; and (v) name and license number of the originating cultivator or manufacturer and the transporting distributor. Shipment data is entered into Track-and-Trace within 24 hours of receiving the shipment. A Security Officer is present during all deliveries and stationed at the delivery entrance door to prevent any unauthorized persons from being admitted. Inventory shipments will only be handled, unloaded, and stored by authorized employees with security clearance to limited-access areas and appropriate training in inventory control and cannabis handling. Surveillance cameras monitor all storage areas with an unobstructed field of view. To continue the positive relationship WBR has established with its neighbors, WBR has developed a Good Neighbor Policy. Regarding shipment deliveries, the policy includes: • Limiting shipment receiving hours to between 7:00 a.m. and 6:00 p.m. on Mondays through Fridays, or 10:00 a.m. and 4:00 p.m. on Saturdays to reduce noise and nuisance; and • Requesting all staff and distributor employees to keep conversations at an appropriate volume and to limit unnecessary noises, such as the slamming of doors. 5.1 GOODS RECEIPT | INSPECTION INCOMING PURPOSE / POLICY: To ensure that a shipment of cannabis goods received from a distributor matches the distributor's shipping manifest and that the goods are ready for final retail sale, WBR will perform a routine inspection of goods prior to the acceptance of any shipment. RESPONSIBILITIES: 1. Management is responsible for ensuring that the cannabis goods received are as described in the distributor's shipping manifest. 2. Management is responsible for ensuring that any discrepancies between the type or quantity in the shipping manifest and the type or quantity received are addressed with the transporting distributor and recorded in Track-and-Trace. 3. Management is responsible for ensuring that the cannabis goods received have not passed their sell-by dates (if applicable), are packaged for final retail sale, and have been sampled and analyzed by a licensed testing laboratory. 4. Management is responsible for deciding whether to accept the shipment of cannabis goods from the transporting distributor. PROCEDURES: Management verifies the distributor's shipping manifest and credentials in accordance with the Shipment Intake Policy. 1. Upon arrival of a shipment of cannabis goods at WBR's premises, management inspects the shipment to ensure the cannabis goods received are as described in the distributor's shipping manifest. Specifically, management confirms that the type and quantity received matches the type and quantity specified in the shipping manifest. BUSINESS PLAN 27 | Page 2. If management discovers any discrepancy between the type or quantity specified in the shipping manifest and the type or quantity received, management addresses the discrepancy with the distributor and ensures that the discrepancy is recorded in Track- and-Trace. 3. For each type of cannabis good received, management visually inspects one item as a representative sample of that type of cannabis good to ensure that it has not passed its sell-by date and that it is packaged and labeled for final retail sale. To verify packaging and labeling, management utilizes the Packaging and Labeling Checklist. 4. Management checks Track-and-Trace to confirm that there is a corresponding Certificate of Analysis from a licensed testing laboratory for each cannabis good in the shipment. 5. If management discovers an issue with the packaging, labeling, or testing, management refuses the shipment of cannabis goods. 6. If management is satisfied with the inspection, the shipment of cannabis goods is accepted into WBR's inventory in accordance with the Shipment Intake Policy. 5.2 GOODS RECEIPT | PACKAGING AND LABELING WBR does not package or label the cannabis goods it sells. Items received from distributors will be labeled and pre-packaged in resealable, tamper-evident, and child-resistant packaging. WBR will not accept cannabis goods from distributors that are not already packaged for final sale in accordance with the requirements of the State of California. WBR will not send unpackaged cannabis goods to another licensee for packaging or labeling. Any cannabis goods in WBR's possession that do not meet packaging and labeling requirements will be destroyed. All cannabis goods purchased by the customer will be placed in opaque exit packaging prior to leaving the premises. Testing WBR will ensure that all cannabis goods that it offers for retail sale have been tested and labeled in accordance with the requirements of the DCR and the State of California. WBR will only sell cannabis goods that have been tested by a licensed testing laboratory and have passed all statutory and regulatory testing requirements. WBR will not send untested cannabis goods to a distributor for testing. Any cannabis goods in WBR's possession that have not been tested in accordance with the regulations will be destroyed. SEE RECORD | PACKAGING AND LABELING CHECKLIST 5.3 GOODS RECEIPT | INTAKE POLICY POLICY / PURPOSE: WBR implements this policy to ensure the secure and accurate receipt and recording of cannabis goods shipments from licensed distributors. RESPONSIBILITIES: 1. Management is responsible for verifying that the shipping manifest is accurate and that the transporting distributor's credentials are valid. 2. Management is responsible for inspecting each shipment of cannabis goods received from a licensed BUSINESS PLAN 28 | Page distributor in accordance with the Shipment Inspection Policy. 3. Management is responsible for ensuring that all required shipment data is entered into the POS system and Track-and-Trace. 4. Management is responsible for ensuring that the shipment receiving area is under constant video surveillance. 5. Security Officers are responsible for preventing unauthorized persons from accessing the shipment receiving area. PROCEDURES: 1. Management receives an electronic copy of the distributor's shipping manifest when the cannabis goods are shipped. 2. Management verifies the distributor's license status on the BCC website (bee.ca.gov). 3. Management confirms that the shipping manifest contains the following information: a. name and type of the cannabis goods; b. UID of the cannabis goods; c. amount of the cannabis goods, by weight or count; d. the name, license number, and premises address of the originating licensee; e. the name, license number, and premises address of the transporting distributor; f. WBR's name, license number, and premises address; g. the date and time of departure from the distributor's premises; h. arrival date and estimated time of arrival at WBR's premises; and i. driver license number of the distributor's employee transporting the cannabis goods and the make, model, and license plate number of the transport vehicle. 4. Management confirms that the shipping manifest accurately reflects the type and quantity of cannabis goods ordered. 5. Management confirms that the shipment will arrive between 7:00 a.m. and 6:00 p.m. on Mondays through Fridays, or I 0:00 a.m. and 4:00 p.m. on Saturdays. 6. After verifying the shipping manifest, management ensures that the shipping manifest is recorded in Track-and-Trace. 7. At least one Security Officer is present during receipt of all shipments to prevent unauthorized persons from accessing the shipment receiving area. 8. Upon arrival of the shipment of cannabis goods at WBR's premises, management verifies the distributor's credentials. If the distributor's credentials are not available or are expired, the entire shipment is refused. 9. Management inspects the shipment of cannabis goods in accordance with the Shipment Inspection Policy. 10. If management decides to accept the shipment, management ensures the acceptance and acknowledgement of the cannabis goods is recorded in Track-and-Trace. BUSINESS PLAN 29 | Page 11. Management ensures the following information is recorded in Track-and-Trace for each inventory item accepted: (i) a description of each item such that the cannabis goods can easily be identified; (ii) an accurate measurement of the quantity of the item; (iii) the date and time the cannabis goods were received; (iv) (iv) the sell-by or expiration date provided on the package of cannabis goods, if any; (v) (v) the name and license number of the licensee that delivered the cannabis goods to WBR; (vi) (vi) the name and license number of the distributor that provided the cannabis goods to WBR; and (vii) (vii) the price WBR paid for the cannabis goods, including taxes, delivery costs, and any other costs. 12. Assigned staff move the cannabis goods from the receiving area to the secure, environmentally controlled inventory storage area. 6.0 INVENTORY POLICIES WBR's inventory will be tracked and securely stored in a clean and environmentally controlled setting. WBR's inventory control policies focus on receiving accurate shipments of inventory, storing cannabis goods securely and properly, maintaining precise records, responding quickly to discrepancies, monitoring the quality of cannabis goods, promoting customer satisfaction, efficiently processing re-orders, and supporting ease of communication with distributors and State and City regulators. WBR's inventory documentation policies ensure that inventory quantities arc accurate and that WBR meets the seed-to-sale tracking requirements. WBR is committed to upholding the highest standards of inventory control by maintaining constant oversight of its inventory, including accounting for and tracking all inventory items and conducting routine physical counts of inventory on hand. 6.1 INVENTORY POLICY | DISASTER RELIEF If a natural disaster or other major catastrophe compromises WBR's ability to conduct normal business operations, WBR will take all necessary action to preserve the quality and integrity of its inventory. If a disaster renders WBR's primary licensed business premises uninhabitable or unsafe for storage of cannabis goods, WBR will move its inventory to an alternate secure location to prevent loss, theft, or the deterioration of its cannabis goods, where access will be limited to WBR, its employees, its contractors, and regulators. If WBR moves its inventory to a secondary location, the BCC will be notified in writing within 24 hours and will have unrestricted access to the new location for the purposes of inspection. Additionally, WBR will request relief from any statutory requirements it is unable to satisfy because of the disaster and the corresponding move and will indicate the duration of time for which relief is BUSINESS PLAN 30 | Page requested. Any such relief request, if necessary, will be substantiated by a detailed explanation and submitted to the BCC within 10 business days of the prospective move. POLICY / PURPOSE: WBR has taken reasonable steps to prepare for a potential natural disaster or other major catastrophe. This policy outlines the basic procedure WBR will follow in the event of a disaster. A '·disaster" is defined as a fire, flood, storm, tidal wave, earthquake, or similar public calamity, whether or not resulting from natural causes. This policy will take effect at any time that a disaster impacts WBR’s ability to meet licensing requirements. RESPONSIBILITIES: 1. The Owners are responsible for communicating any circumstances that impact WBR's ability to meet licensing requirements to the necessary regulatory agencies. 2. The Owners are responsible for determining if and when the licensed premises must be evacuated due to a disaster and for making alternative arrangements for the security and storage of cannabis goods. 3. The Owners are responsible for ensuring that all informational inquiries initiated by regulatory agencies are promptly addressed and fulfilled. PROCEDURES: 1. Prior to, during, or following any disaster, the Owners evaluate potential or actual damage to WBR's premises and determine if cannabis goods need to be relocated for reasons including risk of loss, theft, or degradation of the cannabis goods. 2. If the disaster creates a risk of loss, theft, or degradation of the cannabis goods, the Owners select a secure secondary location where access to cannabis goods is restricted to WBR's Owners, employees, and contractors. WBR may immediately move the cannabis goods without obtaining prior approval. 3. If cannabis goods are moved to another site due to a disaster, WBR contacts the required regulatory agencies in writing within 24 hours explaining that the licensed premises have been evacuated. 4. The Owners agree to grant the regulatory agencies access to the location to which the cannabis goods have been moved for inspection. 5. Within 24 hours of moving the cannabis goods, the Owners request relief from the required regulatory agencies from each specific licensing requirement with which WBR is no longer able to comply. 6. Within 10 business days of moving the cannabis goods, a written request for temporary relief is submitted to the BCC. This request clearly indicates which statutory and regulatory sections relief is requested from, the time period for which the relief is requested, and the reasons relief is needed for the specified amount of time. 7. WBR will meet any conditions stipulated by the regulatory agencies for temporary relief from licensing requirements. 8. All inquiries by regulators are responded to in a timely fashion. 6.2 INVENTORY POLICY | DISCREPANCIES POLICY / PURPOSE: BUSINESS PLAN 31 | Page 1. The purpose of this policy is to outline the steps taken when a discrepancy in WBR's inventory is discovered during routine inventory reconciliations or during the ordinary course of business. 2. Note: This policy only covers inventory discrepancies found after cannabis goods have been accepted into inventory and storage. Discrepancies discovered during the initial inspection process (upon receipt of goods from a licensed distributor) are not subject to this policy. RESPONSIBILITIES: 1. Management is responsible for enforcing this policy and determining whether the discrepancies reported qualify as "significant" and should be reported to regulatory authorities. WBR defines significant discrepancies as: (i) those exceeding or 2% of average monthly sales, whichever is less; and (ii) those suspected to be caused by theft or diversion. 2. Management is responsible for ensuring that inventory discrepancies are handled in accordance with this policy and for escalating and reporting the discrepancies to regulatory authorities when appropriate. 3. Management is responsible for inspecting WBR's inventory of cannabis goods and reporting any discrepancies. PROCEDURES: 1. If management discovers an inconsistency between WBR's physical inventory and its recorded inventory during routine inventory reconciliation, management: a. enters the discrepancies into inventory records; and b. schedules a meeting with the Owner to determine the nature and extent of the discrepancy. 2. Management evaluates all reported inconsistencies and investigates further as needed to determine if the discrepancy is a "significant discrepancy" or the result of theft, diversion, or loss. 3. If management elects to investigate an inventory discrepancy, management may review video surveillance recordings for evidence of theft, loss, diversion, or improper alteration of company records. 4. If management has reason to suspect that the discrepancy is attributable to some sort of criminal activity, management immediately informs the Owners and local law enforcement and notifies the BCC and the OCR in writing within 24 hours. The following table details the contact information for each regulator: REGULATORY AGENCY MAILING ADDRESS EMAIL ADDRESS BCC PO Box 419106, Rancho Cordova, California 95741 bcc@dca.ca.gov OCR 221 N. Figueroa St, Suite 1245, Los Angeles, California 90012 cannabis@lacity.org 5. If management has reason to suspect the unauthorized alteration of WBR's inventory records or any other breach of security, management immediately informs the Owners and local law enforcement and notifies the BCC and the OCR in writing within 24 hours. The relevant contact information is set forth above. 6. If the discrepancy exceeds the lesser of $5,000 or 2% of average monthly sales, management BUSINESS PLAN 32 | Page immediately informs the Owners and local law enforcement and notifies the BCC and the OCR in writing within 24 hours. The relevant contact information is set forth above. 7. Written notification to regulators pursuant to this policy includes the following: a. the date and time of occurrence of the theft, loss, or criminal activity; b. the name of the local law enforcement agency that was notified; and c. a description of the incident including, where applicable, the items that were taken or lost. 8. Records related to inventory discrepancies, including inventory reconciliation reports and any written communications regarding the discrepancies investigated, are maintained in accordance with the Records Storage Policy. 6.3 INVENTORY POLICY | RECONCILIATION Inventory reconciliation is performed at least once every 14 days. A report is generated from Track- and-Trace, and an authorized employee verifies that physical inventory matches both the data in Track-and- Trace and in WBR's inventory records. All results of inventory reconciliations are retained in WBR's records and are available to the OCR and the BCC upon request. Any discrepancies in inventory must be documented and reconciled. All informational errors are corrected as soon as they become evident. If discrepancies cannot be explained and corrected, WBR will conduct an audit to determine and document the source of the discrepancy and take necessary corrective action. Specifically, all evidence of diversion, theft, or loss, including significant inventory discrepancies (i.e., a difference between actual inventory and recorded inventory of at least $5,000 or 2% of average monthly sales, whichever is lesser and evidence of the loss or unauthorized alteration of WBR's inventory records, will be reported in writing (by mail or electronic mail) to the local police department, the OCR, and the BCC within 24 hours of discovery. For purposes of determining a significant discrepancy in inventory, the value of WBR’s inventory is measured by WBR's acquisition price, and average monthly sales are measured by the per-month average of the total sales for the previous six months. All incidents of diversion, theft, and loss, including significant discrepancies and loss or unauthorized alteration of inventory records, will be detailed in the Adverse Incident Log, and all required notifications will be made in writing and will specify the following information: (i) the date and time of the occurrence of theft, loss, or criminal activity; (ii) the name of the local law enforcement agency that was notified; (iii) a description of the incident; and (iv) the items that were taken or lost. PURPOSE / POLICY: This policy outlines the procedure for the performance of inventory reconciliations, i.e., comparisons of physical inventory and records pertaining to inventory. Inventory reconciliations are performed at least once every 14 days to ensure that physical inventory levels consistently align with inventory records and to help WBR monitor and safeguard cannabis goods from theft, loss, and diversion. The results of all inventory reconciliations are recorded in inventory records. BUSINESS PLAN 33 | Page RESPONSIBILITIES: 1. Management is responsible for ensuring that inventory is counted at least once every 14 days and for maintaining updated inventory records. 2. Management is responsible for scheduling inventory reconciliations. 3. Management is responsible for reconciling the inventory levels counted with the inventory levels reported in WBR's POS system and Track-and-Trace. 4. Management is responsible for overseeing inventory reconciliations and reporting any inconsistencies in inventory to the Owners. 5. The Owners are responsible for ensuring that inventory inconsistencies are handled in accordance with the Inventory Discrepancies Policy. PROCEDURES: 1. At least once every 14 days, according to a schedule determined by management, management reconciles actual inventory on hand with inventory reported in the POS system and Track-and-Trace. 2. Management prints the inventory records from the POS system and Track-and-Trace. 3. An assigned staff member counts all goods in WBR's inventory and records the totals on an inventory reconciliation report. 4. Management compares the inventory levels counted with the inventory levels reported in the POS system and Track-and-Trace and records the results on the reconciliation report. 5. Management ensures that the reconciliation report is maintained in company records in accordance with the Records Storage Policy and made available to the required regulators in either electronic or hard-copy form upon request. 6. Any inventory discrepancies or inconsistencies discovered during inventory reconciliations are handled in accordance with the Inventory Discrepancies Policy. 7. Any obviously damaged or otherwise unsellable cannabis goods discovered during inventory counts are removed from inventory, recorded in Track-and-Trace, and disposed of in accordance with the Cannabis Waste Storage and Disposal Policy. 6.4 INVENTORY POLICY | SECURITY WBR has implemented multiple security measures to ensure inventory is stored in a manner that prevents diversion, theft, and loss. The inventory storage areas are classified as limited-access areas. Thus, the Security Officers and management monitor access to verify that only authorized staff members are admitted into the areas where cannabis goods are stored. Further, all movement of inventory and inventory receiving, unloading, and storage areas are monitored by WBR's digital video surveillance system. 6.5 INVENTORY POLICY | STORAGE WBR has developed and implemented storage area protocols to maintain the quality and security of all its cannabis goods. WBR's inventory of cannabis goods is stored in accordance with the requirements BUSINESS PLAN 34 | Page of the State of California and the DCR. Cannabis goods are appropriately stored based on best practices for maintaining the quality of each type of cannabis good. The storage areas are located in the storage vault (closed hours) and vault rooms, as indicated on the Premises Diagram. All cannabis goods are stored indoors and are never exposed to direct sunlight. Storage areas do not have any windows or skylights. Employee break rooms, changing facilities, and bathrooms are completely separate from inventory storage areas. To the extent additional storage is required, WBR will obtain the required licensure for each location where cannabis goods are stored. Additional quality-control measures implemented in WBR's storage areas include the following: Temperature and humidity levels in all storage areas are constantly monitored, and corrective measures are taken when necessary. For example, WBR utilizes a humidifier or de-humidifier, as needed, to avoid extreme humidity fluctuations. The air-tight design of WBR's storage areas prevents the entry of environmental contaminants such as smoke and dust. To reduce airborne contaminants, and to monitor temperatures, WBR has installed a heating, ventilation, and air conditioning ("HVAC") system. The HVAC system is maintained periodically in accordance with manufacturer recommendations, and filters are cleaned or replaced as needed. Cannabis goods are further protected by keeping doors to the storage areas closed at all times, except to permit deliveries and trash removal and when removing cannabis goods from storage as necessary. Storage areas are maintained in a clean and orderly manner. WBR has developed sanitation policies that include cleaning schedules with appropriate cleaning materials and methods to be used in each area of the dispensary. Storage areas are cleaned during physical inventory counts. The staff member who cleans the storage area signs and dates the Premises Inspection Log. Cleaning products are clearly labeled and stored in a designated area away from any cannabis goods. WBR's cannabis goods are stored separately from employee break rooms, eating areas, changing facilities, and bathrooms. 6.6 INVENTORY POLICY | TRANSPORT POLICY / PURPOSE: WBR will not transport cannabis but will be contracting with licensed distributors for all transportation of cannabis goods. To preserve accountability and ensure the timely and secure transportation of cannabis goods, staff must adhere to strict guidelines and schedules for the pickup and receipt of cannabis goods by and from licensed distributors. RESPONSIBILITIES: 1. If the need arises to transport cannabis goods to or from WBR's premises, management contacts a licensed distributor to arrange for transportation. 2. Management is responsible for overseeing all on-site vehicle loading and unloading, for verifying cannabis goods against the shipping manifest, and for ensuring information related to cannabis goods transportation to and from WBR's premises are entered into the POS system and Track-and-Trace. BUSINESS PLAN 35 | Page 3. Management is responsible for maintaining the security of the transportation vehicle loading and unloading areas and ensuring the proper functioning of video surveillance equipment monitoring the areas. 4. The employees of the transporting distributor are responsible for loading and unloading transportation vehicles in designated secure areas. PROCEDURES: 1. Management is responsible for arranging for a licensed distributor to transport cannabis goods to and from WBR's facility when necessary. 2. WBR maintains designated areas for transportation vehicle loading and unloading that are monitored by WBR's video surveillance cameras. 3. Entrance to the vehicle loading and unloading areas must be authorized by WBR. 4. Licensed distributors have their credentials verified before being admitted into the designated loading and unloading area. 5. The employees of the transporting distributor load secure containers of cannabis goods into and out of authorized vehicles in the loading and unloading area. 6. Management oversees the loading and unloading of transportation vehicles. Management records information related to shipments of cannabis goods received, including: (i) a description of each item such that the cannabis goods can easily be identified; (ii) an accurate measurement of the quantity of the item; (iii) the date and time the cannabis goods were received by WBR; (iv) the sell-by or expiration date provided on the package of cannabis goods, if any; (v) the name and license number of the licensee that delivered the cannabis goods to WBR; (vi) the name and license number of the distributor that provided the cannabis goods to WBR; and (vii) the price WBR paid for the cannabis goods, including taxes, delivery costs, or any other costs. 7. Management ensures that information about the batches of cannabis goods received are recorded in Track-and-Trace. Track-and-Trace data is entered into the system within 24 hours of receipt of a shipment. 8. All incoming shipments from licensed distributors are preceded by an electronic copy of the distributor's shipping manifest. The shipping manifest is generated through Track- and-Trace and contains the following information: (i) name and type of the cannabis goods; (ii) UID of the cannabis goods; (iii) amount of the cannabis goods, by weight or count; (iv) date and time of the activity or transaction; (v) name and license number of all licensees involved in the activity or transaction; (vi) the name, license number, and premises address of the originating licensee; (vii) the name, license number, and premises address of the transporting distributor; BUSINESS PLAN 36 | Page (viii) WBR's name, licensee number, and premises address; (ix) the date and time of departure from the licensed premises and approximate date and time of departure from each subsequent licensed premises, if any; (x) arrival date and estimated time of arrival at each licensed premises; and (xi) driver's license number of the distributor employee transporting the cannabis goods and the make, model, and license plate number of the distributor's transportation vehicle. 9. Management ensures that the cannabis goods received are as described in the shipping manifest and records acceptance and acknowledgment of the cannabis goods in the POS system and Track-and-Trace. 10. If there are any discrepancies between the type or quantity specified in the shipping manifest and the type or quantity received, WBR records the discrepancy in Track-and- Trace and in any relevant business record. 11. If cannabis goods arrive in a state of damage or with open packaging, WBR rejects those items and returns them via the licensed distributor to the originating licensee. All shipping manifests and transportation bills of lading are retained in WBR's records. 6.7 INVENTORY POLICY | WASTE STORAGE & DISPOSAL All cannabis is disposed of or destroyed in accordance with WBR's Cannabis Waste Storage and Disposal Policy. Specifically, all cannabis waste is carefully stored, secured, and controlled to prevent diversion and promote safety. WBR's policies aim to deter individuals from scouring through its cannabis waste receptacles in search of discarded cannabis goods and to prevent diversion, theft, or loss of the cannabis waste. Therefore, WBR removes all discarded cannabis goods from their packaging and turns them into unusable and unrecognizable cannabis waste prior to disposal. Additionally, WBR never sells cannabis waste, including any cannabis goods accepted for return or found abandoned on its premises. WBR's Cannabis Waste Storage and Disposal Policy provides that cannabis waste is disposed of by self-hauling waste to a solid waste facility. WBR employees transport WBR's cannabis waste to an allowed sol id waste facility. Only WBR employees will transport self-hauled cannabis waste. Allowed solid waste facilities include manned fully permitted: (i) solid waste landfill or transformation facility; (ii) composting facility or operation; (iii) in-vessel digestion facility or operation; (iv) transfer/processing facility or operation; or (v) chip and grind facility or manned chip and grind operation. Until cannabis waste can be removed from the premises, cannabis waste is kept in a secure waste receptacle or secured area, accessible only to WBR employees, the DCR, and the BCC. Management performs a visual security inspection of the cannabis waste receptacles each morning to check for tampering or damage and promptly addresses any issues. WBR will comply with all applicable waste management laws, including Division 30 of the Public Resources Code. SEE RECORDS | TRACK-AND-TRACE POLICY POLICY / PURPOSE: BUSINESS PLAN 37 | Page 1. It is WBR policy to classify all returned or otherwise unsellable cannabis goods as "cannabis waste" and store them in a secure waste receptacle or secured area until they are properly destroyed and subsequently disposed of at an authorized solid waste facility. Cannabis waste includes the following items: a. cannabis goods that are returned by customers; b. cannabis goods that are detective, damaged, or spoiled; c. cannabis goods that are abandoned on-site; d. opened cannabis goods previously displayed in the retail area; and e. cannabis goods that exceed their sell-by or expiration dates. 2. WBR self-hauls its cannabis waste to an allowed solid waste facility. Allowed solid waste facilities include manned fully permitted: a. solid waste landfill or transformation facility; b. composting facility or operation; c. in-vessel digestion facility or operation; d. transfer/processing facility or operation; or e. chip and grind facility or manned chip and grind operation. 3. Only WBR employees will transport self-hauled cannabis waste. RESPONSIBILITIES: 1. Management is responsible for ensuring that employees are trained regarding the proper handling, storage, and disposal of cannabis waste and for overseeing the implementation of this policy. 2. Management is responsible for storing and arranging for disposal of cannabis waste. 3. All staff are responsible for identifying unsellable cannabis goods and removing them from the retail and storage areas. PROCEDURES: 1. At the end of each business day, management conducts a walk-through of the premises to identify and collect all unsellable goods and remove them from the retail area. 2. All unsellable goods are removed from their packaging, rendered unrecognizable and unusable, and placed in a secure waste receptacle or secured area. 3. Any damaged goods are not salvaged but held in a secure waste receptacle or secured area until they can be disposed of in accordance with this policy. 4. Cannabis waste is kept in a secure waste receptacle or secured area that is only accessible to WBR employees and regulatory agencies. 5. Management performs a visual inspection of the secure waste receptacle or secured area each morning to check for tampering or damage and promptly addresses any issues discovered. 6. For each cannabis waste disposal, an authorized employee records the following information in the POS system and Track-and-Trace: a. name and type of the cannabis goods; BUSINESS PLAN 38 | Page b. UID of the cannabis goods; c. amount of the cannabis goods, by weight or count; d. date and time of the disposal; e. name of the employee performing the disposal; f. reason for disposal; and g. if necessary, the entity being used to collect and process the cannabis waste. 7. Management obtains all certified weight tickets or other documentation confirming receipt of the cannabis waste by an approved solid waste processing facility and adds it to WBR's records. 8. Cannabis waste disposal records are entered into Track-and-Trace, maintained electronically for at least seven years, and made available to the BCC and the DCR in electronic or hard-copy form upon request. 6.8 INVENTORY POLICY | VERIFICATION PURPOSE / POLICY: This policy ensures that WBR has sufficient inventory in stock to fulfill delivery orders. RESPONSIBILITIES: 1. Management is responsible for overseeing the order and delivery process, including ensuring that Sales Assistants are trained regarding following proper procedure. 2. Sales Assistants are responsible for verifying that the goods ordered by customers are in stock, and if necessary, determining and offering substitutes and modifying purchase orders accordingly. PROCEDURES: 1. Upon receiving a delivery order, inventory is checked to ensure that the goods ordered are in stock so that the order can be fulfilled. 2. If the goods ordered are in stock, the order is fulfilled and processed in accordance with the Delivery Order Processing Policy. 3. If some or all the goods ordered are not in stock, the Sales Assistant uses professional judgment to determine a suitable alternative to offer to the customer. If the customer accepts the alternative offered, the Sales Assistant modifies the purchase order accordingly and fulfills and processes the order in accordance with the Deli very Order Processing Policy. 4. If the customer denies the alternative, the Sales Assistant cancels the purchase order. 7.0 QUALITY CONTROL POLICY POLICY / PURPOSE: WBR understands that continuous improvement in the quality of its goods and services requires management, evaluation, accountability, and progress. Thus, WBR has instituted this Quality Control Policy. RESPONSIBILITIES: All staff are responsible for ensuring that this policy is implemented. PROCEDURES: BUSINESS PLAN 39 | Page 1. WBR Owners and staff implement and follow all laws, regulatory guidelines, labeling, and directions relating to quality control. 2. WBR Owners and staff create, implement, monitor, and maintain a system of SOPs designed to operationalize WBR's commitment to regulatory compliance and to develop best practices for quality control. 3. Management ensures that all staff are trained in, and comply with, all SOPs. All training is documented, and training records are stored in personnel files. 4. All cannabis goods are sourced via licensed distributors. 5. Upon receipt of a shipment of cannabis goods from a licensed distributor, management follows the procedures detailed in the Shipment Intake Policy and the Shipment Inspection Policy to verify that the goods received are properly packaged and labeled and have been sampled and analyzed by a licensed testing laboratory. 6. To prevent deterioration of WBR's cannabis goods, all inventory is securely stored in accordance with the Secure Storage and Deterioration Prevention Policy and moved to a secondary location if vulnerable to loss, theft, or degradation from a "disaster," i.e., a lire, flood, storm, tidal wave, earthquake, or similar public calamity (even if not naturally caused). If a disaster requires WBR to move its inventory to a secondary location, WBR follows the procedures detailed in the Disaster Relief Policy. 7. Prior to sale of a cannabis good to a customer, the Sales Assistant performs a second inspection of the good to ensure that: a. the good has not exceeded any expiration date; b. the packaging is intact and unopened; and c. the labeling is intact and legible. 8. WBR invites anonymous feedback and observations from customers via a suggestion box. All applicable customer complaints are documented in the Customer Complaint Log and promptly evaluated and responded to by management. 9. Health, safety, and hygiene standards are maintained throughout the premises by all staff. Routine cleaning and maintenance are performed and documented in accordance with the Cleaning and Maintenance Policy. 10. All incidents giving rise to potential quality control issues are investigated and resolved. 11. All quality-related customer returns are recorded in the Adverse Incident Log and investigated before disposing of the returned cannabis goods in accordance with the Cannabis Waste Storage and Disposal Policy. 7.1 RECORDS POLICY WBR maintains accurate and comprehensive records for the following areas. BUSINESS PLAN 40 | Page 7.1.1 RECORDS POLICY | CANNABIS WASTE DISPOSAL WBR maintains accurate and comprehensive records regarding the destruction and disposal of cannabis waste ( § 5037(a)(7)) to account for, reconcile, and evidence disposal of cannabis waste. WBR receives a record evidencing acceptance of cannabis waste by an allowed waste facility (e.g., a certified weight ticket). Cannabis waste disposal records will be entered into Track-and-Trace, maintained electronically for at least seven years, and made available to the BCC in electronic or hard- copy form upon request. WBR records the following information in Track-and-Trace for each destruction or disposal: (i) name and type of cannabis goods destroyed or disposed of (Id. § 5049(b)(l)); (ii) UIDs of cannabis goods destroyed or disposed of (Id. § 5049(b)(2)); (iii) amount of cannabis goods (by weight or count) destroyed or disposed of (Id. § 5049(b)(3)); (iv) date and time of the destruction or disposal (Id. § 5049(b)(4)); (v) name of the employee performing the destruction or disposal (Id. § 5049(b)(7)(A)); (vi) reason for destruction or disposal (Id. § 5049(b)(7)(B)); (vii) name of the solid waste facility accepting the cannabis waste (Id. § 5049(b)(7)(C)); and (viii) date and time of acceptance by the waste facility (Id. § 5049(b)(4)). Additionally, WBR retains records evidencing acceptance of cannabis waste by an allowed waste facility (e.g., certified weight tickets). § 5055(e)(3). 7.1.2 RECORDS POLICY | CONFIDENTIAL PATIENT WBR gathers information about its customers who are medical cannabis patients to comply with its regulatory responsibilities. As such, WBR has enacted policies and procedures to protect confidentiality and to prevent the unauthorized disclosure of information about medical cannabis patients and primary caregivers. Specifically, information contained in a physician· s recommendation received by WBR, including the name, address, or Social Security number of the patient, the patient's medical condition, or the name of the patient's primary caregiver, will not be disclosed by WBR without the written consent of the individual to whom the information applies, unless required by law or in satisfaction of regulatory obligations or a court order. BPC § 26162.5. WBR will readily assist all medical cannabis patients or their primary caregivers who wish to exercise their rights to access any medical or billing records that WBR holds. In addition to the above records, WBR will retain all other documents prepared or executed in connection with its retail cannabis activities (16 CCR § 5037(a)(9)), including a copy of all of WBR's current and prior SOPs (Id. § 5023(a)). 7.1.3 RECORDS POLICY | CONTRACTS WITH OTHER LICENSEES WBR will retain copies of any contracts with other licensees. 16 CCR § 5037(a)(4). These contracts will be retained for as long as they are in effect and for an additional seven years thereafter. WBR's Owner(s) will ensure that any hard copies of these contracts are scanned into WBR's electronic files and backed up to cloud- based servers and an external hard drive. BUSINESS PLAN 41 | Page 7.1.4 RECORDS POLICY | DELIVERY REQUEST RECEIPTS WBR will prepare a delivery request receipt for each cannabis goods delivery. The delivery request receipt will contain the following: (i) WBR's name and address; (ii) the first name and employee number of WBR's Delivery Employee who delivered the order; (iii) the first name and employee number of WBR's employee who prepared the order for delivery; (iv) the first name of the customer and a WBR- assigned customer number for the person who requested the delivery; (v) the date and time the delivery request was made; (vi) the delivery address; (vii) a detailed description of all cannabis goods requested for delivery, including the weight, volume, or any other accurate measure of the amount of any cannabis goods requested; (viii) the total amount paid for the delivery, including any taxes, fees, the cost of the cannabis goods, and any other charges related to the delivery; and (ix) upon delivery, the date and time the delivery was made, and the signature of the customer who received the delivery. 16 CCR § 5420(a). At the time of the delivery, WBR's Delivery Employee will give the customer a copy of the delivery request receipt and will retain a signed copy of the delivery request receipt for WBR's records. § 5420(b). 7.1.5 RECORDS POLICY | FINANCIAL WBR retains all standard financial documentation, including bank statements, sales invoices and receipts, tax records, and other records required by the CDTFA, the BCC, or other State and local agencies. 7.1.6 RECORDS POLICY | INSPECTION LOGS This Premises Inspection Log is completed after each inspection. Any irregular circumstances or undesirable incidents discovered during an inspection are documented in the Adverse Incident Log, and the appropriate parties are notified in a timely fashion. Check for: 1. GRAFFITI, VANDALISM, & BREAK INS 2. LOITERING, DRUG OR ALCOHOL USE, OR UNAUTHORIZED INDIVIDUALS 3. OUTSIDE NOISE OR SMELL 4. PESTS 5. SIDEWALK: OBSTRUCTION, TRASH, & DEBRIS 6. WASTE RECEPTACLES LOCATION BUSINESS PLAN 42 | Page 7.1.7 RECORDS POLICY | INVENTORY WBR maintains complete and accurate inventory records and ensures that the records are available for inspection for at least seven years. As with all WBR's records, WBR maintains inventory records electronically but can produce hard copies upon request. The BCC, the OCR, and the Office of Finance will be granted access to WBR's current inventory records, Track-and- Trace records, and inventory reconciliation results, in either hard-copy or electronic form, upon request. Upon receipt of a shipment of cannabis goods from a licensed distributor, management ensures that the verified shipping manifest is recorded in Track-and-Trace in accordance with the Shipment Intake Policy. Upon acceptance of a shipment of cannabis goods into WBR's inventory, management records the following information in the POS system and Track-and-Trace for each cannabis good: (i) a description of each item such that the cannabis goods can easily be identified; (ii) an accurate measurement of the quantity of the item; (iii) the date and time the cannabis goods were received by WBR; (iv) the sell-by or expiration date provided on the package of cannabis goods, if any; (v) the name and license number of the licensee that delivered the cannabis goods to WBR; (vi) the name and license number of the distributor that provided the cannabis goods to WBR; and (vii) the price WBR paid for the cannabis goods, including taxes, delivery costs, or any other costs. Finally, after performing an inventory reconciliation, management records the results in WBR's inventory records in accordance with the Inventory Reconciliation Policy. PURPOSE / POLICY: It is company policy to maintain complete and accurate inventory records to ensure WBR's ability to provide accurate data on any aspect of its operations. RESPONSIBILITIES: 1. Management is responsible for maintaining WBR's inventory records and ensuring that inventory records are available for inspection for at least seven years. 2. Management is responsible for ensuring that inventory reconciliation results are recorded in WBR's inventory records. PROCEDURES: Upon receipt of a shipment of cannabis goods from a licensed distributor, management ensures that the verified shipping manifest is recorded in Track-and-Trace in accordance with the Shipment Intake Policy. 1. Upon acceptance of a shipment of cannabis goods into WBR's inventory, management records the following information in the POS system and Track-and-Trace for each cannabis good: a. a description of each item such that the cannabis goods can easily be identified; b. an accurate measurement of the quantity of the item; c. the date and time the cannabis goods were received by WBR; d. the sell-by or expiration date provided on the package of cannabis goods, if any; e. the name and license number of the licensee that delivered the cannabis goods to WBR; f. the name and license number of the distributor that provided the cannabis goods to WBR; and BUSINESS PLAN 43 | Page g. the price WBR paid for the cannabis goods, including taxes, delivery costs, or any other costs. 2. After performing an inventory reconciliation, management records the results in WBR's inventory records in accordance with the Inventory Reconciliation Policy. 3. As with all WBR's records, WBR maintains inventory records electronically but can produce hard copies upon request. 4. WBR produces its inventory records for regulatory agencies, the Office of Finance, and external auditors, insurers, and legal and accounting professionals, as needed. 7.1.8 RECORDS POLICY | PERMITS AND LICENSES Permits, licenses, and any other state or local authorizations to conduct commercial cannabis activity will be retained (16 CCR § 5037(a)(5)) and conspicuously displayed on-site, as applicable. WBR's Owner(s) will ensure that these permits and licenses are properly posted and that any hard copies are scanned into WBR's electronic files and backed up to cloud-based servers and an external hard drive. 7.1.9 RECORDS POLICY | PERSONNEL Management maintains a current organizational chart and accurate and up-to-date personnel records for each employee and contractor. These records include the following details about each WBR staff member: (i) full name; (ii) Social Security or individual taxpayer identification number; start date; and (iv) termination date (if applicable). 16 CCR § 5037(a)(2). Additionally, WBR maintains an accurate list of its Delivery Employees. 16 CCR § 541S(f). WBR ensures that information about its employees and contractors is not disclosed without the written consent of the individual to whom the information applies, unless required by law or in satisfaction of regulatory obligations or a court order. 7.1.10 RECORDS POLICY | SALES In addition to retaining all sales invoices as part of its financial record retention, WBR maintains an accurate record of every sale made to a customer. § 5425(a). For medical cannabis goods sales, WBR records the following information: (i) name and employee number of the employee who processed the sale; (ii) name and customer number of the customer who made the purchase; (iii) date and time of the sale; (iv) a list of all cannabis goods sold, including type and quantity; and (v) total amount paid (including price per good and taxes). § 5425(b). 7.1.11 RECORDS POLICY | SECURITY Security records are maintained to assist in criminal, civil, or regulatory investigations or proceedings and to inform or perfect security practices. WBR will retain unaltered 24-hour video surveillance recordings with date and time stamps (measured in accordance with the United States National Institute Standards and Technology standards) 16 CCR § 5044(k)) for at least 90 days (16 CCR § 5044(i)). These recordings will be securely stored to BUSINESS PLAN 44 | Page prevent tampering or theft and will be available for review by the BCC, the DCR, or the Office of Finance upon request (16 CCR § 50440)). All other security records will be preserved for at least seven years. 16 CCR § 5037(a)(6). 7.1.12 RECORDS POLICY | STORAGE PURPOSE / POLICY: WBR securely stores company records to ensure its ability to monitor company performance and readily provide regulators with accurate data on any aspect of its operations in electronic or hard- copy form upon request. RESPONSIBILITIES: 1. The Owners and management are responsible for ensuring that hard copies of contracts, permits, licenses, and any other business records are scanned into WBR's electronic files and backed up to cloud- based servers and an external hard drive. 2. Management is responsible for ensuring that WBR's electronic files are backed up to cloud-based servers and an external hard drive and that the connectivity with cloud-based servers is functional and secure. 3. Management is responsible for contracting with technical support, if necessary, to resolve issues with cloud-based or external hard drive record storage. PROCEDURES: 1. At the beginning of each business day, management confirms that WBR’s external hard drive and cloud- based servers are operational and that WBR's electronic files are properly uploading to the cloud-based servers. 2. If there is any issue with cloud-based or external hard drive record storage, management contacts technical support to arrange for resolution of the issue. 3. If connectivity with cloud-based servers is lost, WBR prints hard-copy back-ups of any new electronic files and retains these hard copies until connectivity with cloud-based servers is restored. 4. If WBR initially creates or receives a business record in hard-copy form, management scans the record into WBR's electronic files and backs it up to cloud-based servers and the external hard drive. 7.1.13 RECORDS POLICY | POINT-OF-SALE SYSTEM AND TRACK-AND-TRACE WBR's POS system, Treez, integrates with cloud-based technologies that manage the life cycle of its cannabis goods and is capable of employing electronic equipment, including radio-frequency identification devices, bar code identifiers, scanning equipment and software, cash registers, desktop computers, touch-screen tablets, and mobile devices. WBR’s POS system is supplemented by and integrates with the State of California's Track- and-Trace system. These systems are capable of recording and monitoring business activities, inventories, transportation, and sales transactions. WBR maintains data regarding transactions with other licensees, including the name of the business from which the goods were received, the type and amount of goods received, the party who holds title to the goods, and the UIDs or lot number of the goods. WBR's POS system allows reports to be generated on demand BUSINESS PLAN 45 | Page to better assist WBR in accessing information relevant to its revenue transactions, including inventory levels, transactional hi story, sales receipts, and all POS data. Data is recorded in a manner that distinguishes between medical and adult-use cannabis activities. 7.1.14 RECORDS POLICY | TRACK-AND-TRACE WBR retains all original documentation for events entered into Track-and-Trace (Id. § 5037(a)(8)), including: (i) packaging of cannabis goods; (ii) sale of cannabis goods; (iii) transportation of cannabis goods to another licensee; (iv) receipt of cannabis goods from a distributor; (v) returns of cannabis goods; (vi) destruction and disposal of cannabis goods; (vii) laboratory testing and results; and (viii) any other activity as required by state and local regulations. § 5049(a). Additionally, WBR retains records related to employee Track-and-Trace training, including the content of the training and the employees who received the training. § 5037(a)(3). Further, WBR records all compliance notifications received from Track-and-Trace and how and when compliance was achieved. id. § 5048(e)(l). Finally, WBR retains documentation associated with loss of access to Track-and-Trace, including the date and time of loss of access, the date and time of restoration of access, and the cause for the loss of access. § 5050(b). WBR retains the following Track-and-Trace records for at least seven years (Id § 5037(a)): original documentation for events entered into Track-and-Trace (Id § 5037(a)(8)); (ii) records related to employee Track-and- Trace training, including the content of the training and the employees who received the training (Id. § 5037(a)(3)); and (iii) documentation associated with loss of access to Track-and-Trace (Id § 5050(a)). The BCC, the DCR, and the Office of Finance will be granted access to WBR's current Track-and-Trace records, in either hard-copy or electronic form, upon request. 7.1.15 RECORDS POLICY | TRAINING WBR's training policies require all training activities to be documented in detail. Training records will include a description of the training content and the names of the employees who received the training; 16 CCR § 5037(a)(3). 7.1.16 RECORDS POLICY | UNAUTHORIZED ALTERATION POLICY / PURPOSE: It is company policy to prevent and detect the unauthorized alteration of records to ensure WBR's ability to provide accurate data on any aspect of its operations. RESPONSIBILITIES: Management is responsible for protecting WBR's records and for using best efforts to detect whether an unauthorized alteration of any records has occurred. PROCEDURES: 1. The Track-and-Trace Account Manager and authorized users have unique login credentials for the Track- BUSINESS PLAN 46 | Page and-Trace website. Authorized users exclusively use their personal credentials to access Track-and-Trace and never share account information with another individual. 2. Upon discovering evidence of wrongful alteration of company records, the discovering staff member alerts management. 3. Management investigates whether a fraudulent alteration has occurred by reconciling the records in question across all company data sources, which may include inventory records and other Track-and- Trace records. 4. If evidence of an unauthorized alteration of WBR 's records is discovered, management notifies the BCC and the DCR, by mail or electronic mail, within 24 hours of the discovery. 5. All notifications to regulatory and local law enforcement agencies specify the following infom1ation: a. the date and time of the suspected unauthorized alteration; b. a description of the incident; and c. the records that were altered. 6. All incidents of unauthorized alteration of WBR's records are detailed in the Adverse Incident Log. 7.2 RECORD TEMPLATES WBR has developed and implemented comprehensive policies and procedures for recordkeeping that were designed to sustain WBR's commitment to corporate responsibility and operational transparency. WBR is confident in its ability to provide reliable data ---both current and historical- ---in any aspect of its operations, as all business records are maintained for at least seven (16 CCR § 5037(a)) and can be readily produced for the BCC, the DCR, the Office of Finance (16 CCR § 5037(c)), and external auditors, insurers, and legal and accounting professional s, as needed. WBR records are stored entirely electronically. To ensure timely production for regulators in hard-copy form if requested, WBR maintains a printer on-site. Further, WBR's records are backed up to cloud-based servers and an external hard drive so that the files are protected from Joss. The following records are retained for at least seven years: (i) financial records; inventory records; (iii) sales records; (iv) delivery request receipts; (v) cannabis waste disposal records; (vi) Track-and-Trace records; (vii) personnel records; (viii) training records; (ix) contracts with other licensees; (x) permits and licenses; (xi) security records; and confidential patient records. (16 CCR § 5037(a)). BUSINESS PLAN 47 | Page 7.2.1 RECORD | DELIVERY STOP LOG TYPE LOCATION TIME DATE [DELIVERY / GAS / BREAK] [ORDER NO. / ADDRESS] By signing this log, I acknowledge it is an accurate and complete log of all the stops made during my delivery. SIGNATURE BUSINESS PLAN 48 | Page 7.2.2 RECORD | INSPECTION LOG BY INITIALING THIS FORM, I AM CERTIFYING THAT THE INSPECTION WAS COMPLETED AND THE RECORD IS ACCURATE. DATE & TIME NAME OF INSPECTOR ADVERSE INCIDENT LOG INSPECTION TYPE (See Key) AND INITIALS YES NO DESCRIPTION [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] [GR] [OD] [LO] [PE] [SI] [WA] KEY [GR]AFFITI, VANDALISM, & BREAK INS [OD]OR or NOISE [LO]ITERING, DRUG OR ALCOHOL USE, OR UNAUTHORIZED INDIVID. [PE]STS [SI]DEWALK: OBSTRUCTION, TRASH, & DEBRIS [WA]STE RECEPTACLES LOCATION BUSINESS PLAN 49 | Page 7.2.3 RECORD | PACKAGING AND LABELING CHECKLIST (Note: Applicability of the following check list items may depend on the type of cannabis good.) PACKAGING ⃝ Tamper-evident ⃝ Child-resistant ⃝ Re-scalable (if the product includes multiple servings) ⃝ Opaque (if the product is an edible) GENERAL LABELING: ⃝ Does not refer to the product as candy ⃝ Is not attractive to children ⃝ Does not make health claims ⃝ Does not include cartoons ⃝ Written in English ⃝ Unobstructed and conspicuous ⃝ Located on outside of wrapper ⃝ Minimum of 6-point font ⃝ If there is a supplemental label ⃝ minimum of 8-point font ⃝ Primary panel (portion of label most likely to be displayed to consumer at retail): ⃝ Identity of product (type of cannabis or cannabis product) ⃝ THC/CBD per package (in mg per package) (maximum THC per package: 100 mg for edibles, 1 ,000 mg for adult-use non-edible cannabis products, and 2,000 mg for medical non-edible cannabis products) ⃝ CDPH-issued universal symbol ⃝ Net weight or volume FOR EDIBLES: ⃝ THC/CBD per serving (in mg per serving) (maximum THC: 10 mg per serving) ⃝ The words "cannabis-infused" ⃝ Informational panel (located anywhere else on the package): ⃝ UID ⃝ Source and date of cultivation ⃝ Manufacturer's name and contact information (website or telephone number) ⃝ Date of manufacture ⃝ Date of packaging ⃝ Ingredient list ⃝ Servings per package ⃝ Instructions for use ⃝ Expiration date FOR EDIBLES INGREDIENTS: ⃝ Allergen information (a warning if nuts or other known allergens are used) ⃝ List of artificial food colorings ⃝ Basic nutritional information (sodium, sugar, carbohydrates, and fat per serving) ⃝ For medicinal products: The words "For Medical Use Only" GOVERNMENT WARNING STATEMENT, IN BOLD: ⃝ For cannabis: "GOVERNMENT WARNING: THIS PACKAGE CONTAINS CANNABIS, A SCHEDULE I CONTROLLED SUBSTANCE. KEEP OUT OF REACH OF CHILDREN AND ANIMALS. CANNABIS MAY ONLY BE POSSESSED OR CONSUMED BY PERSONS 21 YEARS OF AGE OR OLDER UNLESS THE PERSON IS A QUALIFIED PATIENT. CANNABIS USE WHILE PREGNANT OR BREASTFEEDING MAY BE HARMFU L. CONSU MPTION OF CANNABIS IMPAIRS YOUR ABILITY TO DRIVE AND OPERATE MACHINERY. PLEASE USE EXTREME CAUTION." ⃝ For cannabis products: "GOVERNMENT WARNING: THIS PRODUCT CONTAINS CANNABIS, A SCHEDULE I CONTROLLED SUBSTANCE. KEEP OUT OF REACH OF CHILDREN AND ANIMALS. CANNABIS PRODUCTS MAY ONLY BE POSSESSED OR CONSUMED BY PERSONS 21 YEARS OF AGE OR OLDER UNLESS THE PERSON IS A QUALIFIED PATIENT. THE INTOXICATING EFFECTS OF CANNABIS PRODUCTS MAY BE DELAYED UP TO TWO HOURS. CANNABIS USE WHILE PREGN ANT OR BREASTFEEDIN G MAY BE HARMFUL. CONSU MPTION OF CANN ABIS PRODUCTS IMPAIRS YOU R ABILITY TO DRIVE AND OPERATE MACHINERY. PLEASE USE EXTREME CAUTION." BUSINESS PLAN 50 | Page 7.2.4 RECORD | TRACK-&-TRACE COMPLIANCE LOG This Track-and-Trace Compliance Notification Log is completed any time the Track-and-Trace Account Manager or an authorized user receives a compliance notification from Track-and-Trace. Any necessary reports will be made in a timely manner. NOTIFICATION RECEIVED BY DATE AND TIME RECEIVED NOTIFICATION DESCRIPTION DATE & TIME RESOLVED RESOLUTION DESCRIPTION BUSINESS PLAN 51 | Page 7.2.5 RECORD | VISITOR LOG NAME DATE / TIME REASON Entry Exit BUSINESS PLAN 52 | Page 7.3 SANITIZATION POLICIES 7.3.1 SANITIZATION | CLEANING AND MAINTENANCE POLICY POLICY / PURPOSE: To maintain a clean, safe, and welcoming business premises for visitors and staff, to protect inventory from contamination, and to contribute to the overall enhancement of the neighborhood, regular cleaning and maintenance routines have been established in and around WBR's facility. RESPONSIBILITIES: 1. All staff are responsible for maintaining the property and for ensuring that the inside and surrounding areas remain attractive and free of obstructions, trash, litter, and debris. 2. All staff are responsible for ensuring that cleaning supplies are properly labeled and stored separately from all cannabis goods. 3. Management is responsible for overseeing the purchasing and stocking of the premises with cleaning supplies approved by the Environmental Protection Agency. 4. All staff are responsible for using cleaning supplies according to the instructions indicated on the respective labels. 5. The Neighborhood Liaison is responsible for receiving comments or complaints from neighbors regarding necessary maintenance and for reporting any comments or complaints about maintenance to management. 6. All staff are responsible for alerting management when maintenance services are needed in a particular area of the premises. 7. All staff are responsible for respecting the environment surrounding the business premises and for picking up and disposing of any trash discovered. 8. Management is responsible for posting signage reminding staff to frequently wash their hands and for ensuring that staff wear gloves when required by their job functions, as dictated by company best practices and each staff member's training. PROCEDURES: 1. The Neighborhood Liaison regularly checks voicemail and email and reports any maintenance complaints to management. 2. At the beginning of each business day, management inspects the property for signs of damage to the premises or any adjoining sidewalk and conducts routine maintenance. 3. Assigned staff conduct routine daily inspections of the interior of the premises and regularly clean all areas. Any concerns discovered during inspection are reported to management. Inspecting staff sign and date the Premises Inspection Log, noting any concerns discovered. 4. During regular cleaning, assigned staff sanitize surfaces to prevent contamination. 5. Security Officers conduct routine daily inspections of the exterior areas surrounding the premises and remove any litter or unwanted items upon discovery. Any concerns discovered during inspection are BUSINESS PLAN 53 | Page reported to management, or if necessary, to law enforcement authorities. Inspecting Security Officers sign and date the Premises Inspection Log, noting any concerns discovered and reported. 7.3.2 SANITIZATION | PEST MANAGEMENT POLICY POLICY / PURPOSE: To create a sanitary business premises for staff and visitors, to safeguard cannabis goods, to uphold quality standards, and to contribute to the overall enhancement of the neighborhood, WBR implements regular pest management in and around its facility. RESPONSIBILITIES: 1. Management is responsible for ensuring that all staff are trained regarding environmental protection, i.e., to recognize the presence of pests, to identify any species of pest that may be protected, and to use environmentally sustainable pest control methods. 2. All staff are responsible for ensuring that pesticides are properly labeled and stored separately from all cannabis goods. 3. Management is responsible for overseeing the purchasing and stocking of the premises with pesticides approved by the Environmental Protection Agency. 4. All staff are responsible for using pesticides according to the instructions indicated on the respective labels. 5. The Neighborhood Liaison is responsible for receiving comments and complaints from neighbors regarding pest management and for reporting any comments or complaints about pests to the management. 6. All staff are responsible for alerting management when pest control services are needed in a particular area of the premises. 7. Management is responsible for contracting with a licensed or certified pest control company, if necessary. PROCEDURES: 1. The Neighborhood Liaison regularly checks voicemail and email and reports any pest complaints to management. 2. During regular maintenance, WBR staff inspect and, if possible, repair damaged sealing or weatherproofing on exterior doors, windows, and walls. 3. During regular cleaning, assigned staff sanitize all surfaces to prevent contamination and check for signs of rats, termites, ants, and all other pests. 4. Any pests identified are reported to management and documented in the Premises Inspection Log and the Adverse Incident Log. 5. Assigned staff remove properly labeled pest control materials from storage where they are kept in a designated area away from all cannabis goods. 6. Staff document the location and the amount of any pesticides used in the Premises Inspection Log. BUSINESS PLAN 54 | Page 7. If necessary, WBR will contract with a certified or licensed pest control company. 7.3.3 SANITIZATION | STORAGE & DISPLAY POLICY PURPOSE / POLICY: To present cannabis goods in a professional, hygienic, and security-conscious manner, all inventory will be securely displayed in the retail area and out of view from the public. When not being displayed, all cannabis goods will be securely stored indoors in a dark, environmentally controlled safe or vault. RESPONSIBILITIES: Management is responsible for ensuring that cannabis goods storage areas and displays are properly cleaned. PROCEDURES: 1. During routine inventory reconciliation, while WBR's inventory is being counted, an assigned staff member cleans the inventory storage area. 2. At the beginning of each business day, assigned staff unlock the storage area and remove inventory to be displayed in the retail area. 3. When inventory is moved from storage to the displays, an assigned staff member cleans the area where the inventory had previously been stored. 4. At the end of each business day, all inventory is stored in a locked safe or vault. 5. When inventory is moved from the displays to storage, an assigned staff member cleans the area where the inventory had previously been displayed. 6. Staff use clearly labeled cleaning materials to clean the displays, allowing sufficient time for air-drying to occur before the next shift commences. 7. All cleaning and maintenance are recorded in the Premises Inspection Log. 8.0 OWNER QUALITIFCATIONS BUSINESS PLAN 58 | Page BRETT FELDMAN (FOUNDER / TBGB HOLDINGS / WONDERBRETT) With over two decades of cannabis cultivation experience, Brett has positioned himself as one of the premiere growers in the state of California. His experience, hunt for rare and exotic genetics, and growing methodologies sets him apart from the norm. He co-founded Wonderbrett in 2014 and is the heart and soul behind the brand, currently serving as the President and master grower or “head chef”. From breeding new genetics to creating new and innovative products for consumers, he strives for a level of excellence and brings a meticulous approach to everything he touches. In the summer of ’97, Brett was gifted the original OG Kush, a legendary West Coast strain of mythic proportions, and everything changed. Before he knew it, Brett was among the elite growers in the Los Angeles scene. When smokers wanted the best weed, they simply had to ask “You got that Brett?” By ‘99, he was providing cannabis to some of the biggest artists in the music industry. Dr. Dre’s influential album, 2001, was written and recorded with Snoop Dogg, Eminem, Xzibit, B-Real and Brett’s OG Kush in the studio. In 2014, Brett decided it was time to bring his legendary strains to the masses. Brett united his reliability, credibility, and style and created Wonderbrett. The cannabis community hasn’t been the same since. CAMERON DAMWIJK (FOUNDER / TBGB HOLDINGS / WONDERBRETT) Co-Founder of TBGB Holdings, Cameron oversees all of WONDERBRETT’s cultivation operations. Prior to co- founding Wonderbrett in 2014, he owned and operated a small electrical and contractor company. His meticulous operations and contracting experience, coupled with his passion to create state-of-the-art and, more importantly, efficient and effective facilities, has helped cement Wonderbrett’s current position in the marketplace. He has a “never stop improving” mentality and his ability to lead both strategic and day-to-day production, analyze the current situation, and find better solutions to improve our processes and facilities in a collaborative environment has created several innovations and key advantages to ensure Wonderbrett is always leading production standards and best practices in the cannabis sector. MATT COSTA (CEO / TBGB HOLDINGS / WONDERBRETT) Matt began his career at Omnicom's Chiat/Day working on both the media and account side for multiple accounts. He founded Beyond Marketing Group in 2003, an agency group that specializes in automotive and lifestyle marketing with clients including Google, Nike, Microsoft, and Toyota. With over 30 staff located between Orange County and Toronto, Beyond Marketing Group is one of the leading full-service niche agencies in North America. An uber entrepreneur, Matt has ownership positions and has helped launch or market several consumer brands from multiple verticals such as beverage and fashion. In 2018, he was brought on to serve as Wonderbrett’s CEO and oversees all day-to-day business related operations for the company. In just two short years, he has positioned Wonderbrett as one of the most sought after ultra- premium cannabis brands in Southern California and is currently working on the company’s Northern California operations, as well as expansion plans in other states and countries. MARK TUNG (PARTNER / TBGB HOLDINGS / WONDERBRETT) BUSINESS PLAN 59 | Page Born in Shanghai, China and raised in Silicon Valley, Mark brings 15 years of experience to Seven Points Management as a serial entrepreneur and marketing expert. Mark’s first company was MADE Hollywood, the largest hospitality marketing and branding company in the US, best known for launching MyHouse, Guys & Dolls, Greystone Sundays, Ace of Spades and Ciroc to the LA market through its MADE nightlife platform. Through the MADE group, Mark actively became the first investor in numerous startups including Jason Mark, Mr. Completely, Garrison Lane, Scalyn.com, TicketVibe, VIP Nightlife, 8thStory.com, Agent Icon, Infinity Creative Agency, Acler, and the Potato Corner franchise. He currently serves as the Chairman of LiveLife Fashions, a logistics, fulfillment and distribution company for fashion brands & accessories, who is annually recognized as one of Inc. Magazine’s Top 5000 Fastest Growing Private Companies in America and Los Angeles Business Journal top 100 Fastest Growing Private Companies in Los Angeles. DAVID JUDAKEN (PARTNER / TBGB HOLDINGS / WONDERBRETT) David Judaken is a graduate of the University of Southern California with a degree in Business Administration, with an emphasis on Accounting. David worked for Price Waterhouse, LLP., before founding Bash Entertainment, a hospitality marketing company. In 1996, Mr. Judaken opened The Garden of Eden, considered the most successful nightclub in Los Angeles history. In 2005, he opened Mood, followed by Crimson and Opera in 2008. In 2009, he opened a restaurant, East. He renovated each nightclub into MyHouse, MyStudio and Eden respectively. Mr. Judaken was honored by the Firefighters of Los Angeles with the Hollywood Inspirational Leader Award for being a pioneer in the revitalization of Hollywood. With sixteen years in the hospitality industry, Mr. Judaken thrives in highly regulated business environments. He opened an upscale men’s clothing store in West Hollywood called Scott & Co., and a tree and shrub nursery called Nature's Growers. Scott & Co. was a first-rate, elegant house of couture with only the finest fabrics and merchandise for celebrities and very distinguished buyers. Natures Grower’s generated over $10M in wholesale sales in 2017 and is the primary resource for plants to such notable clients as the Irvine Company (Real Estate Development and Management) and Brightview Landscape. He has performed at the highest levels within the hospitality industry, and has worked successfully with all facets of regulatory enforcement. Mr. Judaken is a veteran retailer with experience to operate a successful cultivation business. He is a forward thinking entrepreneur who collaborates with the community, and his business will be an asset to the City of Long Beach. BUSINESS PLAN 60 | Page 9.0 CONSTRUCTION BUDGET BUSINESS PLAN 69 | Page 10.0 PRO FORMA BUSINESS PLAN 73 | Page COMMUNITY BENEFITS AND INVESTMENT PLAN 1 | Page COMMUNITY BENEFITS AND INVESTMENTS PLAN TABLE OF CONTENTS COMMUNITY BENEFITS AND INVESTMENTS PLAN ........................................................................................................ 1 1.0 EXPUNGEMENT CLINICS OR OUTREACH SERVICES. .............................................................................................. 2 2.0 SOCIAL RESPONSIBILITY PLAN.............................................................................................................................. 3 2.1 VOLUNTEERING TIME OFF (VTO) ............................................................................................................................ 3 2.2 LOCAL CLEANUP/BEAUTIFICATION ......................................................................................................................... 5 2.3 ENVIRONMENTALLY SUSTAINABLE ........................................................................................................................ 5 2.4 PUBLIC HEALTH OUTREACH AND EDUCATIONAL PROGRAM .................................................................................. 6 2.5 LABOR PEACE AGREEMENT .................................................................................................................................... 6 STRATEGY “LEVERAGE HISTORICAL AND ONGOING EFFORTS OF EXISTING ORGANIZATIONS TO MAXIMIZE IMPACT THROUGH SHARED SACRIFICE” COMMUNITY BENEFITS AND INVESTMENT PLAN 2 | Page 1.0 EXPUNGEMENT CLINICS OR OUTREACH SERVICES. Wonderbrett Retail, through the Long Beach Collective Association, has already engaged in and promoted expungement programs. We will continue to make this time investment for our employees and the greater community. When approved, Wonderbrett Retail will reach out to the Fresno EOC Neighborhood Youth Center to determine how we can best work together and/or notify our growing customer base about these programs. Specifically, WBR will reach out to the Fresno County Public Defender’s Office to assess ways to expand the free expungement clinics offered within the Fresno community and look to expand successful regional organizations RISE outside of Fresno and identify the local organization facilitating this work. Working together, inside of existing organizations with the strategy and focus is the best use of resources. The Employee Engagement committee is currently working to host an expungement clinic and will work with the Fresno location to facilitate an event. COMMUNITY BENEFITS AND INVESTMENT PLAN 3 | Page 2.0 SOCIAL RESPONSIBILITY PLAN WBR is already involved in giving back! This year the company started an Employee Engagement Committee for this specific purpose and notified the employees through our Between the Buds, our company newsletter. Each location of Wonderbrett will get a member on the committee to facilitate local activities and shared learning. Through this committee, we engaged the whole of Wonderbrett in a Thanksgiving Nonperishable Food Drive, Thanksgiving Turkey Dinner, and a Christmas Toy Drive. In lieu of setting up a separate CBO run by WBR, we work with other local Dispensaries intent on establishing a collective independent 501(c)3 community benefit organization (CBO) or find organizations that already have a mission of supporting and improving the City and its residents. The best way to maximize divided time is to leverage existing organizations. 2.1 VOLUNTEERING TIME OFF (VTO) Wonderbrett Retail provides employees with 8 hours of paid volunteer time off. The purpose of WBR’s VTO is to support volunteer activities that enhance and serve the communities in which we live and work. The intention of this program is to create community engagement opportunities for WBR employees that are meaningful, purposeful, and 2 100 Turkey Dinners to Families in Need 1 Employee Engagement Newsletter 3 Delivering Meals during COVID COMMUNITY BENEFITS AND INVESTMENT PLAN 4 | Page helps those in need or the community. At the same time, WBR recognizes that participating in these activities will also enrich and inspire the lives of our employees. To support the community, WBR continues to partner with existing and established organizations that are already doing the work. We support their volunteer efforts. With the VTO, we encourage employee involvement, promote, and facilitate participation in activities related to our social responsibility plan. This isn’t just lip service or empty promises on an application, the organization is already making a difference in the community. The company donated time and money to deliver 100 Thanksgiving Turkey Dinners; in Board Games for Christmas; organized the first annual Toys for Tots drive; engage and challenged the local Long Beach Collective Association and its members to engage in the annual Toys for Tots at all of the local dispensaries. When the amount of donations became overwhelming, we offered our facility to the other participants so they could store their donations. Wonderbrett is already giving back to the community and we will continue to give back no matter where we are. COMMUNITY BENEFITS AND INVESTMENT PLAN 5 | Page 2.2 LOCAL CLEANUP/BEAUTIFICATION WBR will engage in beautification activities to improve the local community and we will do it through the organizing efforts of third parties that have the knowledge, skills, and experience to make is fun, safe, and effective. WBR will partner with: • Every Neighborhood Partnership • Fresno Community Gardens • Downtown Fresno Partnership • West Shaw Neighborhood Association These are just examples of activities that the Employee Engagement Committee will look at to organize efforts. 2.3 ENVIRONMENTALLY SUSTAINABLE Company understands its responsibilities as part of a broader community. Company shares in the responsibility to protect the environment from the potential harm resulting from industrialization. urbanization, and damaging or exploitative business practices. As a California- based company, Company recognizes that creating accountable and sustainable business practices is something that benefits the company, its employees, its customers, and the general community. In developing environmental policies and procedures that are practical and efficient, Company has done its best to listen to its customers and employees and develop best practices that align with their values. Because Company recognizes that the efficiencies that reduce waste and promote sustainability are often revealed when staff take the initiative, Company seeks to encourage staff input. By prioritizing internal collaboration and operational standards that minimize Company's environmental footprint, Company is able to deliver cannabis goods in a manner that is not only responsible but also efficient and cost-effective. Company’s environmental policies and procedures enable it to meet its environmental goals, including: • Conscientious product and supply sourcing and ethical business partnering by actively seeking to do business with those who share Company's environmental values; • Guarding against light and noise pollution by shielding or directing all light beams onto the site and by keeping all noise associated with business operations within prescribed standards; and COMMUNITY BENEFITS AND INVESTMENT PLAN 6 | Page • Meeting waste reduction goals, including maintaining an entirely electronic records retention system, recycling all materials when possible, and encouraging customer re-use of plastic exit packaging. • Energy Efficient Vehicle(s) - The Toyota Prius will be utilized for delivery. This is the most economical and fuel-efficient solution for the organization to meet its sustainability goals and support clean air. • Energy Efficient Building - In sum, while Company recognizes that processing any type of plant from seed to sale inevitably depletes natural resources, bringing non-exploitative products to market using eco- friendly business methods is a fundamental, non-negotiable part of Company's brand identity. 2.4 PUBLIC HEALTH OUTREACH AND EDUCATIONAL PROGRAM The Community Liaison will be one of the managers that is bilingual English/Spanish and educated in the health benefits and risk for cannabis. They will reach out to local youth organizations and provide contact information. WBR has a strong relationship with Medical Marijuana 411 which delivers evidence-based research on medical cannabis. Medical Marijuana 411 is the leading medical cannabis education provider that offers online CME, CPE, and CNE courses to health professionals worldwide; and required for certifications for dispensary consultants in some jurisdictions. The Liaison will work with or use the information from Medical Marijuana 411 to develop an educational program for the company and an appropriate educational program for the community which highlights the risks and the benefits of marijuana. The information about this program will be made available to local community organizations, schools, and health care professional. The focus of the program will be: medical research, addiction and treatment information, and risks of youth use. It will identify resources available to youth related to drugs and drug addiction. The liaison will contact the County of Fresno Department of Behavioral Health Substance Use Disorder Services to develop youth programs designed to educate on drugs and drug addiction in alignment with youth program in Fresno. The focus is to leverage existing “focused” organizations instead of developing our own “isolated” program. 2.5 LABOR PEACE AGREEMENT Applicant will enter into and abide by the terms of a labor peace agreement. NEIGHBORHOOD COMPATIBILITY PLAN 1 | Page NEIGHBORHOOD COMPATIBILTY PLAN TABLE OF CONTENTS NEIGHBORHOOD COMPATIBILTY PLAN ......................................................................................................................... 1 1.0 COMPLAINTS ....................................................................................................................................................... 2 2.0 ODOR................................................................................................................................................................... 3 2.1 STAFF TRAINING ..................................................................................................................................................... 3 2.2 ODOR CONTROL ..................................................................................................................................................... 3 3.0 NUISANCE ............................................................................................................................................................ 4 4.0 WASTE MANAGEMENT ........................................................................................................................................ 4 4.1 CANNABIS WASTE STORAGE ................................................................................................................................... 4 4.2 CANNABIS WASTE DISPOSAL .................................................................................................................................. 5 4.3 CANNABIS WASTE RECORDS ................................................................................................................................... 5 NEIGHBORHOOD COMPATIBILITY PLAN 2 | Page 1.0 COMPLAINTS To promote good community, neighbor relations and to smooth the transition between WBR's building and the bordering residential neighborhood, WBR prevents nuisances by controlling employee and patron behavior. The following policies are enforced: • Special events and parties of any type are prohibited on the premises, including events that had previously been granted a Temporary Special Event Permits; • Disc jockeys, karaoke, dancing, and performing activities are prohibited on the premises; • Entertainment, aside from ambient music, is prohibited on the premises, including pool or billiard tables, dart games, video games, coin-operated game machines, or similar gaming devices; • Outdoor speakers or paging systems are prohibited on the premises, and all noise generated by business operations are kept to levels that are undetectable to observers beyond the premises; • Loitering is prohibited on or around the premises; • Use of cannabis, alcohol, or tobacco is prohibited on the premises; • The sale or storage of alcohol is prohibited on the premises; • Staff, employees, and agents are prohibited from soliciting or accepting any cannabis or alcohol products from any customer or vendor while on the premises; • All trash pick-up, compacting, loading, unloading, and receiving activities will take place between 7:00 a.m. and 6:00 p.m. on Mondays through Fridays, or 10:00 a.m. and 4:00 p.m. on Saturdays; and • All waste receptacles are secure and accessible only to authorized personnel. To enforce WBR's nuisance abatement policies, and to ensure that the premises (including any adjacent sidewalks or alleys) are maintained in an attractive condition and kept free of trash, litter, and debris, WBR's staff will inspect and clean the area surrounding its premises on a routine basis. After completing an inspection and cleaning, the staff member signs the Premises Inspection Log, noting the time and anything found or discarded. If the proactive measure do not work and the business receives a complaint, the Neighborhood Liaison will be the primary contact and will escalate to executive management to find an appropriate solution for all parties. NEIGHBORHOOD COMPATIBILITY PLAN 3 | Page 2.0 ODOR Odors are a significant nuisance to the surrounding community. As anyone working in a cannabis business knows, you cannot smell it on yourself, but everyone else can. As such, mitigating cannabis odor in the business is as important and mitigating it outside the business. Potential Odors would be from improperly package handling, improperly sealed packages, display samples, or cannabis smoking near the premise. If necessary, the organization will hire an Odor Control Technician and install an Odor Meter. 2.1 STAFF TRAINING Employees will be trained to identify odor and escalate to executive management for mitigation. WBR’s training program will ensure that employees are sufficiently trained in all aspects of product handling an order control. Training will include understanding odor management, basic maintenance, and product handling to reduce odor output. The employees will undergo a course of “Cannabis Odor Control” in order to learn: • How different odor control tools, equipment, and products work? • Safety concerns related to odor control, • Mastering effective odor control strategies, • Odor system maintenance, • Maintaining records for Odor Management System, • Strategies to actively reduce odor, and • Reporting issues to management. 2.2 ODOR CONTROL To eliminate any detectable odors from outside its building, WBR has installed appropriate ventilation systems, including carbon filters that effectively neutralize the scent of cannabis. All equipment is cleaned and renewed via routine maintenance. Additionally, all rooftop exhaust vents face away from residential zones, and any windows facing residential zones are inoperable. These measures ensure that cannabis odor cannot be detected by a person with a normal sense of smell at the exterior of the premises or on any adjoining property. Complaints regarding smell can be directed to WBR's Neighborhood Liaison at any time, who will promptly report such complaints to NEIGHBORHOOD COMPATIBILITY PLAN 4 | Page WBR's Owners. In response, WBR's Owners will take necessary action to eliminate the smell, including installation of additional filters 3.0 NUISANCE WBR is committed to ensuring that its business does not adversely affect neighboring properties. WBR has designated a Neighborhood Liaison whose contact information will be posted on the outside of its premises. The Neighborhood Liaison can be contacted 24 hours per day to address community concerns. As outlined in Section 7.16 of the “BUSINESS PLAN” the organization will proactively patrol for and address noise, odor, litter, vehicles, and pedestrian traffic. This will help the organization avoid becoming a nuisance or having a negative impact on the surrounding community. 4.0 WASTE MANAGEMENT The WBR will contract with a local municipal or private waste management WBR. Waste will be primarily to carboard boxes which will be broken down and disposed of flat. There should be very little cannabis waste from this facility. 4.1 CANNABIS WASTE STORAGE Until cannabis waste can be removed from the premises, cannabis waste is kept in a secure waste receptacle or secured area, accessible only to Company employees. Management performs a visual security inspection of the cannabis waste receptacles each morning to check for tampering or 1 - Section 7.16 of the “BUSINESS PLAN” NEIGHBORHOOD COMPATIBILITY PLAN 5 | Page damage and promptly addresses any issues. Company will comply with all applicable waste management laws, including Division 30 of the Public Resources Code. 4.2 CANNABIS WASTE DISPOSAL Company's Cannabis Waste Storage and Disposal Policy provides that cannabis waste is disposed of by self-hauling waste to a solid waste facility. Company employees transport Company's cannabis waste to an allowed sol id waste facility. Only Company employees will transport self- hauled cannabis waste. Allowed solid waste facilities include manned fully permitted: (i) solid waste landfill or transformation facility; (ii) composting facility or operation; (iii) in-vessel digestion facility or operation; (iv) transfer/processing facility or operation; or (v) chip and grind facility or manned chip and grind operation. 4.3 CANNABIS WASTE RECORDS Company maintains accurate and complete records to account for, reconcile, and evidence disposal of cannabis waste. Company receives a record evidencing acceptance of cannabis waste by an allowed waste facility (e.g., a certified weight ticket). Cannabis waste disposal records will be entered into Track-and-Trace, maintained electronically for at least seven years, and made available to the BCC in electronic or hard- copy form upon request. Specifically, the following information is entered into Track-and-Trace for each cannabis waste destruction or disposal: (i) the name of the employee performing the destruction or disposal; (ii) the reason for the destruction or disposal; and (iii) the name of the entity being used to collect and process the resulting cannabis waste. Management oversees cannabis waste in accordance with Company's Cannabis Waste Storage and Disposal Policy and will ensure that the destruction and disposal is entered into Track-and-Trace. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 1 | Page SOCIAL POLICY AND LOCAL ENTERPRISE PLAN TABLE OF CONTENTS SOCIAL POLICY AND LOCAL ENTERPRISE PLAN .............................................................................................................. 1 1 WORKFORCE PLAN | EXECUTIVE SUMMARY & ANALYSIS .................................................................................... 3 1.1 STAKEHOLDERS ...................................................................................................................................................... 3 1.2 STRATEGIC DRIVERS ............................................................................................................................................... 4 1.3 SUPPLY ANALYSIS ................................................................................................................................................... 5 1.4 DEMAND ANALYSIS ................................................................................................................................................ 6 1.5 GAP ANALYSIS ......................................................................................................................................................... 7 1.6 SOLUTION FORMULATION AND IMPLEMENTATION .............................................................................................. 8 1.7 MONITORING AND EVALUATION ........................................................................................................................... 9 2 COMPENSATION PACKAGE ................................................................................................................................ 10 2.1 LIVING WAGES ...................................................................................................................................................... 10 2.2 PAID TIME OFF / VACATION .................................................................................................................................. 10 2.3 HOLIDAY PAY ........................................................................................................................................................ 10 2.4 VOLUNTEER TIME OFF .......................................................................................................................................... 11 2.5 SICK LEAVE ............................................................................................................................................................ 12 2.6 BENEFITS .............................................................................................................................................................. 12 2.7 CONTINUATION OF BENEFITS ............................................................................................................................... 12 2.8 STATE DISABILITY INSURANCE .............................................................................................................................. 13 2.9 DISABILITY INSURANCE ......................................................................................................................................... 13 2.10 PAID FAMILY LEAVE ......................................................................................................................................... 13 2.11 LEAVES AND INTERACTION BETWEEN THEM ................................................................................................... 14 2.11.1 CALIFORNIA FAMILY RIGHTS ACT ........................................................................................................... 14 2.11.2 PREGNANCY LEAVE ................................................................................................................................ 15 2.11.3 FAMILY AND MEDICAL LEAVE ACT ......................................................................................................... 15 2.11.4 BASIC FMLA LEAVE ................................................................................................................................. 16 2.11.5 MILITARY FAMILY LEAVE ........................................................................................................................ 16 2.11.6 BEREAVEMENT LEAVE ............................................................................................................................ 17 2.11.7 TEMPORARY DISABILITY LEAVE .............................................................................................................. 18 2.11.8 MILITARY LEAVE ..................................................................................................................................... 18 2.11.9 MILITARY FAMILY LEAVE ........................................................................................................................ 19 2.11.10 CIVIL AIR PATROL LEAVE ........................................................................................................................ 19 2.11.11 VOLUNTEER EMERGENCY RESPONDER LEAVE ....................................................................................... 19 2.11.12 JURY SERVICE LEAVE .............................................................................................................................. 20 2.11.13 WITNESS LEAVE ...................................................................................................................................... 20 2.11.14 VOTING LEAVE ........................................................................................................................................ 20 2.11.15 CRIME VICTIM LEAVE ............................................................................................................................. 20 2.11.16 VICTIMS OF DOMESTIC VIOLENCE, SEXUAL ASSAULT & STALKING LEAVE ............................................. 21 2.11.17 BONE MARROW DONATION LEAVE ....................................................................................................... 21 2.11.18 ORGAN DONATION LEAVE ..................................................................................................................... 22 2.11.19 REHABILITATION LEAVE ......................................................................................................................... 22 2.11.20 SCHOOL LEAVE FOR ACTIVITY ATTENDANCE .......................................................................................... 23 2.11.21 SCHOOL LEAVE FOR DISCIPLINARY MATTERS......................................................................................... 23 3 CONTINUED EDUCATION ................................................................................................................................... 23 3.1 EMPLOYEE TRAINING ........................................................................................................................................... 24 3.2 TUITION REIMBURSEMENT .................................................................................................................................. 25 3.3 APPRENTICESHIP .................................................................................................................................................. 26 SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 2 | Page 3.4 LITERACY EDUCATION ASSISTANCE ...................................................................................................................... 26 4 RECRUITING ....................................................................................................................................................... 27 5 LOCAL MANAGEMENT ....................................................................................................................................... 28 6 LABOR PEACE AGREEMENT ................................................................................................................................ 28 7 ORGANIZATIONAL PLAN .................................................................................................................................... 28 7.1 STORE MANAGER ................................................................................................................................................. 28 7.2 FLOOR MANAGER ................................................................................................................................................. 29 7.3 MERCHANDISING MANAGER................................................................................................................................ 29 7.4 INVENTORY CLERK ................................................................................................................................................ 30 7.5 SALES ASSOCIATE.................................................................................................................................................. 30 7.6 DISPATCHER ......................................................................................................................................................... 31 7.7 DELIVERY DRIVER .................................................................................................................................................. 31 SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 3 | Page 1 WORKFORCE PLAN | EXECUTIVE SUMMARY & ANALYSIS Executive Summary for overall Strategic Workforce Plan Items highlighted in this Workforce Plan have additional details related to the plan specifics are found in the subsequent sections of this document. • Commitment to hire 30% of employees to be local hires; • Commitment to offer and financially support continuous educational opportunities such as: o Apprenticeships, o Formal Education, o Company Training, and o Promotional Opportunities. • Commitment to pay a living wage including a comprehensive benefits package. • Manage employee turn-over. • Labor Peace Agreement 1.1 STAKEHOLDERS LIST OF INTERNAL AND EXTERNAL STAKEHOLDERS STAKEHOLDER NAME ROLE CONTACT INFORMATION Andre Scott Manager Richard Lambertus Manager RICHARD@SEVENPOINTSMGT.COM David Judaken Manager DAVID@SEVENPOINTSMGT.COM Matt Costa Manager MATTC@WONDERBRETT.COM Cameron Damwijk Manager CAMEROND@WONDERBRETT.COM Brett Feldman Manager BRETTF@WONDERBRETT.COM City of Fresno Regulator n/a Bureau of Cannabis Control Regulator n/a SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 4 | Page 1.2 STRATEGIC DRIVERS Short and long-term organizational goals Build a successful retail and delivery business within the central valley of California though the employment of local hires. Continue to grow the WonderBrett brand. Develop long-term employees through a competitive compensation package, developing the knowledge, skills, & abilities of employees, and a culture of promotion of employees from within the network of businesses. Expected program changes over the next 1-3 years and what drives these changes Compensation Package changes with improve the organization’s competitive advantage within Fresno. Adjust store hours (total labor hours) based on regional considerations. Cannabis Apprenticeship Programs will become more available to employees. Minimum wage will increase to $14.00 in 2022 and $15 in 2023. Signed Labor Peace Agreement Specific workforce challenges the organization is expected to face in the short and long- term Recruiting 30% of local hires. Pool of internal employees available to take on more responsibility as the company grows. Challenges in emerging market and economic and political environment Industry is in early business development phase which is beginning the limit the available capital. Large multinational corporations will enter the market placing significant pressure on product prices. Continued legalization throughout the United States and the World. Stakeholder engagement strategies Work with the City of Fresno on identifying Social Policy applicants. Regulations influence through feedback sessions, working groups, and local advocacy organizations. Upcoming legislative, policy, or regulatory changes that may affect organization Remove THC from the DEA’s Schedule I narcotics. Consolidation of the three (3) California Cannabis regulators under the umbrella of the BCC with a consolidation of the regulations. Existing legal challenges to California’s mandated labor peace agreement. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 5 | Page 1.3 SUPPLY ANALYSIS Current workforce demographic TBD – No employees at this time. Assessment of workforce alignment / support to current business strategy and needs TBD – No employee at this time. Number of employees at each organizational level TOTAL 21 – Proposed 3 types of managers, 4 security personnel, 8-10 floor/sales associates, 3 delivery drivers, 1 dispatch and intake. Attrition rates and the effect on organization’s ability to deliver services Attrition rate of the organization is expected to be 25% per year. This will impact the ability of the organization to adequately support customers as all other position MUST be filled. Current distribution of employee years of service TBD – No employee at this time. Costs of replacing talent internally vs. externally Approximately two months of pay for hourly employees and three months of salary for manager. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 6 | Page 1.4 DEMAND ANALYSIS Plan or strategy to measure workload in the organization (include units of measurement) Workload in the organization will be imputed based on number of hours worked. This is measured by the time tracking system. Amount of work anticipated per year, based on the strategic plan (or other projection of work) The business is staffed 14 hours per day, 360 days per year or 5,040 hours. With a staffing plan of 21 employees to cover 2 shifts, the anticipated work is demand is 52,920 hours of work to complete. Number of people needed to accomplish current workloads This requires 21 full time employees. Any anticipated workload changes due to efficiency gains, program changes, or other circumstances If CA retail is still closed due to world-wide events, the business will do a significant amount of home and curb-side delivery (where allowed by law). Efficiency will reduce headcount by up to 2 employees. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 7 | Page 1.5 GAP ANALYSIS Describe the gaps between your workforce supply and workload demand. Gaps will exist if the organization is not able to “recruit individuals who meet the criteria listed in the Social Policy Section 9-3316 (b) (1) of the Fresno Municipal Code (FMC)” in sufficient numbers. Recruiting managers with retail and/or Cannabis retail experience that meet the local employee requirements. Identify what gaps are most critical considering the strategic goals. Ability to “recruit individuals who meet the criteria listed in the Social Policy Section 9-3316 (b) (1) of the Fresno Municipal Code (FMC).” Finding an adequate location for the retail business with sufficient foot traffic. Prioritize the gaps in terms of what to address first, second, third, etc. Identify services and organizations that will assist the company to “recruit individuals who meet the criteria listed in the Social Policy Section 9-3316 (b) (1) of the Fresno Municipal Code (FMC).” Identify which gaps are most difficult and easiest to close. Difficult – Maintaining a 30% workforce for “individuals who meet the criteria listed in the Social Policy Section 9-3316 (b) (1) of the Fresno Municipal Code (FMC).” Easiest – Finding local mangers Identify which gaps have more of an effect on organizational performance. Finding local manager. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 8 | Page 1.6 SOLUTION FORMULATION AND IMPLEMENTATION Identify any existing workforce intervention strategies. Work with the City of Fresno and other local organizations Identify any applicable strategies other organizations used when faced with similar problems. Post jobs on Indeed and interview based on zip code. Contact local organizations which assist will job skills and placement. State the most critical gaps to address. Recruit individuals who meet the criteria listed in the Social Policy Section 9-3316 (b) (1) of the Fresno Municipal Code (FMC). Assess if the solution requires a multi-pronged approach (if so, describe possible approaches). Contact City of Fresno for assistance and utilize online tools to interview employees in zip codes 93701 – 93711, 93720 – 93723, 93725 – 93278, 93730, and 93650. Identify any factors that might impede the success of the strategy (unions, federal law, organizational policies, etc.). None to identify at this time. Describe short-term and long- term implementation activities. Setup process to identify an adequate number of candidates. Work with City of Fresno to assist with the implementation of a system to pre- qualify applicants; similar to Long Beach, CA. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 9 | Page 1.7 MONITORING AND EVALUATION Describe how workforce solutions will be monitored and how progress will be measured (include any metrics or key performance indicators). Use additional classifications within the company’s Human Resource system. Identify any factors critical to the success of workforce planning and implementation efforts. Focus on the goal, developing processes to recruit, documenting the processes, tracking the number of candidates interviewed, and track the percentage of employees which meet the criteria. Describe how revisions to the approach will be implemented. Identify any changes in the internal or external business environment that would cause the plan to need revision. Plan will be revised based on changes to the local hiring market. If Fresno rescinds the requirements, the organization will evaluate the historical success of the program and revise appropriately. As additional workforce plan items are identified, they will be integrated into the plan. Describe the organization’s established processes to collect relevant workforce data and trends for this plan. Track in Human Resources system. Add custom fields if standard fields are not available. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 10 | Page 2 COMPENSATION PACKAGE The company will offer a generous and competitive compensation package because the most valuable asset of any organization is the employees. Ensuring the employees are adequately compensated for their work, have appropriate time-off to rejuvenate, and protection against unexpected events (leave), is paramount to creating the appropriate work life balance. The Company will offer: 2.1 LIVING WAGES The living wage for Fresno County is $11.61 according to the “Living Wage | calculator” produced by MIT 1,. California Minimum Wage is $13.00. The company will pay a minimum of per hour for entry level (more based on experience) employees to ensure there is a sufficient number of qualified candidates for the positions. 2.2 PAID TIME OFF / VACATION The Company provides paid time off (PTO) to eligible regular full and part time employees to enable employees to meet both their work and personal needs. The company believes that PTO is valuable for employees not only to make their work experience with the company personally satisfying but also to enhance their productivity. All full-time employees will accrue 40 hours of vacation per year. Part time employees will accrue based on hours worked. PTO begins to accrue immediately on a pay period basis and may be used following completion of the employee 90-day introductory period. Unused vacation will be carried over each year up to the maximum accrual bank of 160 hours. Once an employee has reached his or her maximum PTO accrual, the employee will not become eligible to accrue any additional PTO until the employee’s PTO balance falls below the maximum accrual. Unused vacation will be paid out upon employment separation. 2.3 HOLIDAY PAY Nonexempt hourly employees who are classified as regular, full-time employees and who have worked for the company for at least 90 days are eligible to receive holiday pay. Part-time employees are entitled to holiday pay when the holiday falls on a day when he or she would 1 Living Wage | calculator https://livingwage.mit.edu/counties/06019 SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 11 | Page otherwise be required to work. Part-time employees who are excused from work on a holiday receive their rate of basic pay for the hours they are regularly scheduled to work on that day. The company recognizes six paid holidays each year: • New Year’s Day. • Memorial Day. • Independence Day. • Labor Day. • Thanksgiving Day. • Christmas Day. 2.4 VOLUNTEER TIME OFF All employees will be granted 8 hours of Volunteer Time Off (VTO) to participate in company volunteer activities hosted, coordinated, or scheduled by WBR. These activities include, but are not limited to: • Expungement clinics • Volunteering • Local cleanup/beautification • Environmentally sustainable • Public health outreach and educational program Employees will be paid at their normal pay rate for the volunteer hours taken. Time off can be taken in increments of 2 hours per opportunity and no more than 4 hours per quarter. VTO is refreshed at the beginning of each calendar year and cannot be accrued or carried-over into the following year—“use it or lose it” policy. Usage of this time does not affect vacation accrual or sick leave usage or PTO. It cannot be used in conjunction with PTO or sick leave and must be for a company sponsored event. All full-time regular employees of WBR are eligible to participate in this program. The employee must be in good standing. The employee must provide reasonable notice to their supervisor and work demands can take priority over the VTO request. Note: Disaster Response Volunteering or Volunteer Emergency Responder Leave are managed separately based on individual skill sets and community needs. Please contact Human Resources for guidelines and to request consideration. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 12 | Page 2.5 SICK LEAVE All employees will earn one hour of paid sick leave for every 30 hours worked and it will accrue on a pay period basis. Exempt employees will be presumed to work 40 hours per week unless they are regularly scheduled to work fewer hours, in which case accrual will be based on their actual schedule. Employees are eligible to use accrued sick leave on the 90th day of employment. When sick leave is used, it will be paid at the employee’s regular rate of pay. Sick leave may be used in increments of two hours or more. The Company limits the use of paid sick leave to a maximum of 48 hours per year. Sick leave accrual is capped at 48 hours; when that point is reached the employee will cease to accrue additional time. Employee’s unused accrued sick leave will carry over into a new year but will be capped at 48 hours. Sick leave may be used for diagnosis, care, or treatment of an existing health condition of, or preventive care for, an employee or an employee’s family member, or by an employee who is a victim of domestic violence, sexual assault, or stalking. 2.6 BENEFITS The Company complies with all applicable federal and state laws with regard to benefits administration. The Company offers several different health benefit options based on certain employee categories. All regular employees scheduled and generally working at least 30 hours a week will be offered health, dental, and vision insurance along with any applicable other company- sponsored health benefits, as may be in effect from time to time. New qualifying employees will be eligible for coverage on the first of the month following 60 days. New employees may elect not to be covered, with the permission of the Company, provided the percentage of employees not covered is within the benefit plan specifications. 2.7 CONTINUATION OF BENEFITS Under the federal Consolidated Omnibus Budget Reconciliation Act (COBRA), employees may be allowed to continue their health insurance benefits, at the employee's expense, for up to 18 months after experiencing a qualifying event as outlined below. Longer periods of coverage may be available dependent upon the qualifying event. To qualify for COBRA continuation coverage, an employee must have a qualifying event that causes the employee to lose group health coverage. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 13 | Page 2.8 STATE DISABILITY INSURANCE The State of California has a partial wage-replacement insurance plan for California workers. The cost of this insurance is fully paid by the employee through payroll deductions. The State Disability Insurance program includes both Disability Insurance and Paid Family Leave. 2.9 DISABILITY INSURANCE Employees who lose wages when an illness, injury or pregnancy-related disability prevents them from working and who meet all the state eligibility requirements can collect disability insurance benefits. The benefits are calculated as a percentage of employee salary up to a weekly maximum as specified by law, for up to 52 weeks. Employees who apply for this benefit must provide written notice of disability, including a doctor’s certificate stating the nature of the disability and the expected date of return to work. 2.10 PAID FAMILY LEAVE Employees may be eligible for partial wage replacement benefits under the Paid Family Leave Act for up to a maximum of six weeks for the following reasons: • To bond with a new child after birth or placement for adoption or foster care; • To care for a serious health condition of an employee's child, parent, parent-in-law, grandparent, grandchild, sibling, spouse, or registered domestic partner. The Paid Family Leave Act provides benefits based on past quarter earnings for up to six weeks in a 12-month period. The cost of the insurance is fully paid by the employee. The 12-month period begins on the first day an employee submits a claim. To be eligible for benefits, employees may be required to provide medical and/or other information that supports a claim for time off to bond with a new child or to care for a child, parent, spouse or registered domestic partner with a serious health condition. In addition, there is a seven- day waiting period before benefits begin. Employees may not be eligible for Paid Family Leave benefits if they are receiving Disability Insurance, Unemployment Compensation Insurance or Workers’ Compensation benefits. The Paid Family Leave Act does not provide a right to leave, job protection or return to work rights. Further, this policy does not provide additional time off; rather, family leave insurance may provide compensation during an approved leave pursuant to any corporation provided leave. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 14 | Page 2.11 LEAVES AND INTERACTION BETWEEN THEM The various leaves of absence and related forms that may apply to any given leave can be complicated. Some of these leaves may run “concurrently” meaning at the same time. If you have questions about an upcoming leave please contact your manager or Human Resource for details, notifications and relevant forms and notifications. They can help explain which may apply to your circumstances. 2.11.1 CALIFORNIA FAMILY RIGHTS ACT The California Family Rights Act (CFRA) allows a California employee who is eligible as defined under the FMLA as described above to take 12 weeks of unpaid leave for family care and medical leave. Family care and medical leave includes the birth of a child of the employee or employee’s life partner, the adoption of a child, or the serious health condition of a child of the employee. Leave to care for a parent, spouse, or life partner who has a serious health condition, or leave because of an employee’s own serious health condition are also covered. The Company will reinstate an employee who takes leave to the same or an equivalent position upon return. CFRA leave will not affect the accrual of benefits. This leave can run alongside or concurrently with the FMLA in some circumstances depending on the type of leave requested or used. Leave may be taken on an intermittent or reduced schedule basis if it is required for the care of a family member with a serious medical condition. The basic minimum duration of a California family leave request is two weeks when the leave is taken for the birth, adoption, or foster-care placement of a child. However, the Company will only grant a request for such a leave of less than two weeks duration on two occasions. In addition, leave taken for the birth, adoption, or foster-care placement of a child must be completed within one year of the qualifying event. If foreseeable, an employee should provide the Company with 30 days’ advance notice of the intent to take medical leave. When this is not possible due to the unexpected nature of the leave, notice should be given as soon as possible. An employee should also request eligibility confirmation from the Company prior to taking this leave. The Company may request certification from a licensed physician concerning an employee’s serious medical condition, but will not require the employee to divulge the exact condition or illness. Pregnancy disability leave is treated separately from family care and medical leave in California. An employee may take both pregnancy leave and leave for birth of a child. Please contact Human Resources for additional details on which leave laws may apply to your circumstances. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 15 | Page 2.11.2 PREGNANCY LEAVE The Pregnancy Disability Leave (PDL) Act allows an employee who is disabled due to pregnancy, childbirth, or related medical conditions to take a pregnancy-related disability leave for the period of actual disability, up to a maximum of four months. The duration of the leave is determined by the employee’s physician. Part-time employees are entitled to leave on a prorated basis. Employees will be required to provide medical certification supporting the need to time away under pregnancy disability leave. Employees who take leave for pregnancy, childbirth, or a related medical condition will be treated like an employee with any other disability and will be eligible for temporary disability benefits in the same amount as any other employee on leave. Regular and temporary full- and part-time employees of the Company are eligible for pregnancy leave without regard to length of employment. Any accrued but unused sick leave will be substituted for unpaid pregnancy disability leave. Employees may elect to substitute any other accrued but unused paid time off for unpaid pregnancy disability leave. Upon request of the employee and recommendation of the employee’s physician, the employee’s work assignment may be changed to protect the health and safety of the employee and her child. Temporary transfers due to health considerations will be granted when possible. The transferred employee must be qualified for the position, and they will have an equivalent rate of pay and benefits received in the position they occupied immediately before the leave. The Company will maintain health coverage during the period of actual disability, up to a maximum of four months, in addition to the requirement to maintain health coverage during an approved leave under the California Family Rights Act (CFRA) of up to 12 weeks, if applicable. At the end of the employee’s pregnancy disability leave, an employee who has a physical or mental disability (related to pregnancy or otherwise) may be entitled to reasonable accommodation, including additional leave, for that disability. 2.11.3 FAMILY AND MEDICAL LEAVE ACT The federal Family & Medical Leave Act provides eligible employees with unpaid leave under certain circumstances. The following provides a general overview of two types of leave available, including the basic 12-week leave entitlement (Basic FMLA Leave), as well as military family leave entitlements (Military Family Leave). Employees with any further questions about their eligibility for FMLA leave should contact Human Resources for more information. Employees are eligible for FMLA leave if they: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 16 | Page 1. Have worked for the Company for at least 12 months in the last seven years; 2. Have worked at least 1,250 hours for the Company during the 12 calendar months immediately preceding the request for leave; and 3. Are employed at a work site that has 50 or more employees within a 75-mile radius 2.11.4 BASIC FMLA LEAVE Employees who meet the eligibility requirements described above are eligible to take up to 12 weeks of unpaid leave during any 12-month period for one of the following reasons: • To care for the employee’s son or daughter during the first 12 months following birth • To care for a child during the first 12 months following placement with the employee for adoption or foster care • To care for a spouse, son, daughter, or parent with a serious health condition • For incapacity due to the employee’s pregnancy, prenatal medical or child birth • Because of the employee’s own serious health condition that renders the employee unable to perform an essential function of their position 2.11.5 MILITARY FAMILY LEAVE There are two types of Military Family Leave available: QUALIFYING EXIGENCY LEAVE. Employees meeting the eligibility requirements described above may be entitled to use up to 12 weeks of their Basic FMLA Leave entitlement to address certain qualifying exigencies. Leave may be used if the employee’s spouse, son, or daughter is on active duty or called to active-duty status in the National Guard or Reserves in support of a contingency operation or deployment overseas with the armed forces. Qualifying exigencies may include: • Short-notice deployment (up to seven days of leave) • Attending certain military events • Arranging for alternative childcare • Addressing certain financial and legal arrangements • Periods of rest and recuperation for the service member (up to 15 days of leave) • Parental care • Attending certain counseling sessions SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 17 | Page • Attending post-deployment activities (available for up to 90 days after the termination of the covered service member’s active-duty status) • Other activities arising out of the service member’s active duty or call to active duty and agreed upon by the Company and the employee LEAVE TO CARE FOR A COVERED SERVICE MEMBER. There is also a special leave entitlement that permits employees who meet the eligibility requirements for FMLA leave to take up to 26 weeks of leave to care for a covered service member during a single 12-month period. A covered service member is a current member of the Armed Forces, including a member of the National Guard or Reserves, who has been rendered medically unfit to perform their duties due to a serious injury or illness incurred in the line of duty or while on active duty, and/or pre-existing injuries or illnesses that were aggravated in the line of duty, that may render the service member medically unfit to perform their duties for which the service member is undergoing medical treatment, recuperation, or therapy; or is in outpatient status; or is on the temporary disability retired list. In addition, leave will be provided to eligible family members of certain veterans receiving medical treatment, recuperation, or therapy if the veteran was a member of the Armed Forces at any time during the five-year period preceding the date of the medical treatment, recuperation, or therapy. 2.11.6 BEREAVEMENT LEAVE When a death occurs in an employee's immediate family, all regular full-time employees may take up to three (3) days off with pay to attend the funeral or make funeral arrangements. The pay for time off will be prorated for a part-time employee if the funeral occurs on a scheduled workday. The Company may, in unusual circumstances, require verification of the need for the bereavement leave. • Immediate Family Defined for Bereavement Leave: • Immediate family members are defined as an employee's spouse, parents, stepparents, sisters, brothers, children, stepchildren, grandparents, father-in-law, mother-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, or grandchild. • Non-Family Member Funeral Leave: • All regular, full-time employees may take up to one (1) day off with pay to attend the funeral of a close, non-family member. This time off will be considered and granted by the employee's manager on a case-by-case basis. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 18 | Page The pay for time off will be prorated for a part-time employee if the funeral occurs on a scheduled workday. The supervisor should confirm that the time is recorded accurately on the time cards. The Company may require verification of the need for the leave. 2.11.7 TEMPORARY DISABILITY LEAVE The Company recognizes that a temporary disability may preclude an employee’s attendance at work. In such cases, the Company does not have a predetermined specified period of time in which this unpaid leave is granted. Rather, the Company will attempt to reasonably accommodate the needs of the employee as well as the needs of the Company. If a leave is granted, any extensions will be subject to the same considerations. Employees that request a temporary disability leave must do so in writing. That request should be accompanied by a doctor's statement identifying the temporary disability, the date and the estimated date of return and, where appropriate, diagnosis and prognosis. Should the employee’s expected return date change, the employee should notify the Company as soon as possible. Prior to returning to employment with the Company, employees will be required to submit written medical certification of their ability to work, including any restrictions. Upon returning to work, if employees qualify, they will be reinstated to their former position or one that is substantially the same, depending upon the availability of any position at that time. Any unused accrued sick leave must be used prior to the effective date of the temporary disability leave. The Company may require the use of other accrued paid time off in accordance with state and federal medical leave regulations. 2.11.8 MILITARY LEAVE If employees are on an extended military leave of absence, they are entitled to be restored to their previously held position or similar position, if available, without loss of any rights, privileges or benefits provided the employee meets the requirements specified in the Uniformed Services Employment and Reemployment Rights Act (USERRA). An employee who is a member of the reserve corps of the armed forces of the United States or of the National Guard or the Naval Militia will be granted temporary leave of absence without pay while engaged in military duty as required by state employment law. A letter from the employee’s commanding officer is required to establish the dates of duty. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 19 | Page 2.11.9 MILITARY FAMILY LEAVE An employee who works an average of 20 or more hours per week whose spouse is a member of the Armed Forces, National Guard or Reserves that has been deployed during a period of military conflict is eligible to receive up to 10 unpaid days off when their spouse is on leave from military deployment. 2.11.10 CIVIL AIR PATROL LEAVE The Company will provide not less than 10 days of leave per year for voluntary members of the California Wing of the Civil Air Patrol in order for volunteers to respond to an emergency operational mission. Employees that request a temporary disability leave must do so in writing. That request should be accompanied by a doctor's statement identifying the temporary disability, the date and the estimated date of return and, where appropriate, diagnosis and prognosis. Should the employee’s expected return date change, the employee should notify the Company as soon as possible. Prior to returning to employment with the Company, employees will be required to submit written medical certification of their ability to work, including any restrictions. Upon returning to work, if employees qualify, they will be reinstated to their former position or one that is substantially the same, depending upon the availability of any position at that time. Any unused accrued sick leave must be used prior to the effective date of the temporary disability leave. The Company may require the use of other accrued paid time off in accordance with state and federal medical leave regulations. 2.11.11 VOLUNTEER EMERGENCY RESPONDER LEAVE Employees who are volunteer firefighters, reserve peace officers, or emergency rescue personnel will be allowed to take temporary unpaid leaves of absence for the purpose of performing emergency duties. Employees will also be allowed up to 14 days of unpaid leave per calendar year for training. Employees who are volunteer emergency responders should inform their supervisor so that they are aware that the employee may need to take time off for emergency duty. When an employee is called to an emergency and needs to miss work, they should alert their supervisor before doing so whenever possible. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 20 | Page 2.11.12 JURY SERVICE LEAVE If an employee is summoned to report for jury duty, they will be granted a leave of absence when they notify and submit a copy of the original summons for jury duty to their supervisor or manager. The Company reserves the right to request that they seek to be excused from or request postponement of jury service if the absence from work would create a hardship to the Company. Any fees received for jury duty, including travel fees, are to be retained by the employee. Employees are to report to work on any day, or portion thereof that is not actually spent in the performance of jury service. For each week of jury duty, a certificate of jury service must be certified by the Court and filed with the Company no later than Wednesday of the following week. The leave is unpaid, but employees are allowed to use any available paid time off towards the absence. Exempt employees will be paid in accordance with the Fair Labor Standards Act (FLSA) requirements. 2.11.13 WITNESS LEAVE If an employee is absent from work to serve as a witness in a judicial proceeding in which they are the victim, or in response to a subpoena or other order of the court, the employee will be granted leave without pay for such time as it is necessary to comply with the request. The Company may request proof of the need for leave. 2.11.14 VOTING LEAVE If an employee cannot vote because of their scheduled work hours, then the employee will be given additional time off to vote in any state or federal election. Employees must apply for leave at least two days before Election Day. The Company may specify the time during the day that leave can be taken. Generally, time off will be at the beginning or end of their shift, whichever allows the freest time for voting and the least time off from the regular working shift, unless otherwise mutually agreed upon. Up to two hours will be compensated at the employee’s regular rate of pay. Additional time off, when necessary, will be unpaid for non-exempt employees. 2.11.15 CRIME VICTIM LEAVE The Company will grant reasonable and necessary leave from work without pay to employees who are victims, or whose spouse, child, stepchild, sibling, stepsibling, parent, SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 21 | Page stepparent, registered domestic partner, or child of a registered domestic partner is a victim of a violent or serious felony, or felonious theft or embezzlement, for the purposes of attending legal proceedings related to the crime. When feasible, affected employees must provide the Company with advance notice of the employee's need for leave, including a copy of the notice of the scheduled proceeding. If advance notice is not feasible, affected employees must provide documentation evidencing the legal proceeding requiring the employee's absence within a reasonable time after leave is taken. Exempt employees may be provided time off with pay when necessary to comply with state and federal wage and hour laws. 2.11.16 VICTIMS OF DOMESTIC VIOLENCE, SEXUAL ASSAULT & STALKING LEAVE The Company will not discriminate against employees who are victims of domestic violence, sexual assault, or stalking for taking time off from work to obtain or attempt to obtain any relief, including but not limited to a temporary restraining order, restraining order, or other injunctive relief to help ensure the health, safety, or welfare of a victim or their child. The Company will also not discriminate against an employee who is a victim of domestic violence, sexual assault, or stalking for taking time off from work to seek medical attention for injuries caused by such domestic violence or sexual assault, to obtain services from a domestic violence, sexual assault, or stalking program, to obtain psychological counseling related to the domestic violence, sexual assault, or stalking or to participate in actions to increase safety from future domestic violence, sexual assault, or stalking including temporary or permanent relocation. The Company will make reasonable accommodations for victims of domestic violence, sexual assault, or stalking, including but not limited to the implementation of safety measures. Affected employees must give the Company reasonable notice that they are required to be absent for a purpose stated above, except for unscheduled or emergency court appearances or other emergency circumstances. In such a case, the Company will take no action against affected employees if, within a reasonable time after the appearance, they provide the Company with documentary evidence that their absence was required for any of the above reasons. This leave is unpaid. However, affected employees may use any unused sick or vacation time towards the leave. Exempt employees may be provided time off with pay when necessary to comply with state and federal wage and hour laws. 2.11.17 BONE MARROW DONATION LEAVE Employees will be granted up to five working days of paid time off for the purpose of SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 22 | Page donating bone marrow. Employees are required to utilize any earned vacation or sick leave, but if this leave has been exhausted, the Company will continue to pay regular wages for up to five working days. Leave can be taken intermittently. Any applicable benefits including the employees’ health coverage, accrued paid time off (e.g. vacation, sick leave, etc.), and other benefits will be maintained during the leave. Bone marrow donation leaves of absence do not run concurrently with leaves under the Family and Medical Leave Act (FMLA) or the California Family Rights Act (CFRA). Upon returning to work from a donor leave, the employee will be restored to the same or an equivalent position. The Company may request proof of the need for leave. 2.11.18 ORGAN DONATION LEAVE Employees who donate an organ to another individual will be granted up to 30 working days of paid leave for this purpose. Employees are required to use any earned but unused sick leave or vacation time (up to a maximum of two weeks, but if this leave has been exhausted or the leave exceeds two weeks, the Company will continue to pay regular wages for up to 30 days. Exempt employees will continue to receive their full salary in compliance with state and federal regulations. Any applicable benefits including the employee’s health coverage, accrued paid time off (e.g. vacation, sick leave, etc.), and other benefits will be maintained during the leave. Organ donation leaves of absence do not run concurrently with leaves under the Family and Medical Leave Act (FMLA) or the California Family Rights Act (CFRA). Upon returning to work from a donor leave, the employee will be restored to the same or an equivalent position. The Company may request proof of the need for leave. 2.11.19 REHABILITATION LEAVE The Company is committed to providing assistance to our employees. Any employee who wishes to voluntarily enter and participate in an alcohol and/or drug rehabilitation program may be granted a reasonable accommodation. This accommodation may include time off without pay and/or an adjusted work schedule, provided the accommodation does not impose an undue hardship on the Company. In general, it is the employee’s responsibility to notify their supervisor or manager of the need for accommodation. This policy does not prevent the Company from refusing to hire or disciplining, up to and including discharge, an employee who is unable to perform his or her duties or cannot perform the SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 23 | Page duties in a manner that would not endanger his or her health or safety or the health or safety of others because of the current use of alcohol or drugs. 2.11.20 SCHOOL LEAVE FOR ACTIVITY ATTENDANCE The Company will grant employees who are the parent, guardian, or grandparent having custody of children in grades K-12, or of children attending a licensed daycare facility, up to 40 hours of leave without pay per calendar year to participate in activities of their child’s school or daycare facility. This leave should not exceed 8 hours in any calendar month. Requests for such leave must be made in advance of the planned absence and employees must provide documentation from the school or daycare facility as proof of their participation in school or daycare activities. The employee must use available vacation or personal leave for school visitation, and must take leave without pay if no paid leave is available. Exempt employees may be provided time off with pay when necessary to comply with state and federal wage and hour laws. 2.11.21 SCHOOL LEAVE FOR DISCIPLINARY MATTERS The Company will grant unpaid time off for employees who are parents or guardians of school-age children who need time off to attend disciplinary events at school such as hearings and/or meetings for other events including suspension and expulsion. Employees are required to give reasonable notice to the Company that they need to take time off. The employee must use available vacation or personal leave for school visitation, and must take leave without pay if no paid leave is available. Exempt employees may be provided time off with pay when necessary to comply with state and federal wage and hour laws. 3 CONTINUED EDUCATION Continued education and employee training is important to ensure the organization has a highly trained staff to support the business. The Company will have access to a shared Learning Management System. When an employee seeks training germane to the organization but not covered in the learning management system, the company will assist the employee in identifying an appropriate course and provide financial assistance to the employee in accordance with the tuition reimbursement policy. The Continue Education policies of the company will include a library of Employee Training that employees can access through a shared Learning Management System. Additionally, the SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 24 | Page company will provide tuition reimbursement, support Cannabis Apprenticeship Programs, and Literacy Education Assistance. 3.1 EMPLOYEE TRAINING Effective management and employees that continue to enhance their marketable skills are paramount to maintain the company’s edge in the marketplace. The Company will ensure that its employees are given opportunities for continued education through its “shared” Learning Management System (LMS). These trainings are provided to the employees at no cost. This LMS includes: Workplace Essentials • Appreciative Inquiry • Business Acumen • Business Ethics • Business Etiquette • Change Management • Civility in The Workplace • Conflict Resolution • Customer Service • Customer Support • Delivering Constructive Criticism • Developing Corporate Behavior • Handling a Difficult Customer • Networking Outside the Company • Networking Within the Company • Respect in the Workplace • Risk Assessment and Management • Safety in The Workplace • Team Building for Managers • Teamwork and Team Building Human Resources • Business Succession Planning • Contract Management • Crisis Management • Developing a Lunch and Learn • Diversity and Inclusion • Employee Onboarding • Employee Recruitment • Employee Termination Processes • Generation Gaps • Health and Wellness at Work • Hiring Strategies • Human Resource Management • Managing Workplace Harassment • Measuring Results from Training • Millennial Onboarding • Office Health and Safety • Sensitivity Training • Talent Management • Train-The-Trainer • Universal Safety Practices • Workplace Diversity • Workplace Harassment Personal Development • Adult Learning - Mental Skills • Adult Learning - Physical Skills • Anger Management • Attention Management • Being A Likeable Boss • Critical Thinking • Emotional Intelligence • Emotional Intelligence at Work • Goal Setting and Getting Things Done • Improving Mindfulness • Improving Self-Awareness • Increasing Your Happiness • Job Search Skills • Life Coaching Essentials • Managing Personal Finances • Managing Workplace Anxiety • Personal Productivity • Public Speaking • Social Intelligence • Social Learning • Stress Management • Taking Initiative • Trust Building and Resilience • Work-Life Balance Career Development • Assertiveness and Self- Confidence • Communication Strategies • Creative Problem Solving • Developing Creativity • Digital Citizenship • Entrepreneurship • Interpersonal Skills • Learning Essentials • Negotiation Skills • Personal Branding • Project Management • Telework and Telecommuting • Ten Soft Skills You Need • The Cloud and Business • Time Management • Women in Leadership Supervisors and Managers • Budgets and Financial Reports • Coaching and Mentoring • Conducting Annual Employee Reviews SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 25 | Page • Developing New Managers • Employee Motivation • Facilitation Skills • Knowledge Management • Leadership and Influence • Lean Process and Six Sigma • Manager Management • Middle Manager • Office Politics for Managers • Performance Management • Self-Leadership • Supervising Others • Team Building Through Chemistry • Virtual Team Building and Management Administrative Skills • Accountability in the Workplace • Administrative Office Procedures • Administrative Support • Archiving and Records Management • Basic Bookkeeping • Business Writing • Collaborative Business Writing • Executive and Personal Assistants • Meeting Management • Organizational Skills • Social Media in The Workplace • Supply Chain Management Microsoft Office Specialist • Access 2016 Essentials • Excel 2016 Essentials • Outlook 2016 Essentials • PowerPoint 2016 Essentials • Word 2016 Essentials • Excel 2016 Expert • Word 2016 Expert Sales and Marketing • Body Language Basics • Call Center Training • Coaching Salespeople • Contact Center Training • Creating a Great Webinar • Employee Recognition • Event Planning • High Performance Teams Inside the Company • High Performance Teams Remote Workforce • In Person Sales • Internet Marketing Fundamentals • Marketing Basics • Media and Public Relations • Motivating Your Sales Team • Multi-Level Marketing • Overcoming Sales Objections • Presentation Skills • Proposal Writing • Prospecting and Lead Generation • Sales Fundamentals • Servant Leadership • Social Media Marketing • Telephone Etiquette • Top 10 Sales Secrets • Trade Show Staff Training 3.2 TUITION REIMBURSEMENT Employees are encouraged to take education and training courses related to their profession. To be eligible for tuition reimbursement, an employee must seek approval in advance, be full-time, have completed a year of service, and be on the payroll when the course is completed. When appropriate, and with prior approval of the Company, the Company will pay for a portion or all of such courses. To be approved, tuition expenses must be from accredited schools and the courses should be directly related to the employee’s position, role or career trajectory. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 26 | Page 3.3 APPRENTICESHIP The Company will monitor the CalJobs Southern Region for appropriate State Employment Workshops and for California's ETPL and Apprenticeship Providers and programs such as below. The Company will assist the employee in submitting for grants or locating other assistance programs for these programs. We will assist the employee with 50% (up to a maximum of $1,000 per year) for tuition fees not covered by the grants or other assistance programs. 3.4 LITERACY EDUCATION ASSISTANCE The Company will reasonably accommodate and assist any employee who reveals a problem with literacy and requests assistance in enrolling in an adult literacy education program, provided that it does not impose an undue hardship on the Company. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 27 | Page The Company will make reasonable efforts to safeguard the privacy of the employee as to the reason for their request under this policy. Approved time off of work to enroll and participate in an adult literacy education program will be unpaid; exempt employees will be paid in according with the Fair Labor Standards Act (FLSA). 4 RECRUITING The Fresno Municipal Code that “Each applicant shall be required to hire individuals for a minimum of one-third (1/3) of the total annual work hours performed at the business who meets one of the following: (i) Annual family income below 80% AMI; (ii) Convicted for a cannabis related crime that could have been prosecuted as a misdemeanor or citation under current State law; (iii) Lived in a low to moderate income census tract in the city for a minimum of three (3) years; (iv) Veteran; (v) Former foster home youth who was in foster care as a minor. (vi) Unemployed; or (vii) Receives public assistance. During the recruiting process, the Company will utilize a web-based recruiting platform which allows the applicant to provide their city/zip code and additional questions; which inform whether the applicant meets the requirements of the social policy to the extent allowed by law. The Company will also work with the City to identify “portals” or “avenues” to engage with these applicants. The Company is committed to hiring local employees that are residents of Fresno and prefers local employees. The Company will identify and hire the requisite 30% local employees from Fresno specific zip code(s): • 93701 – 93711, • 93720 – 93723, • 93725 – 93278, • 93730, and • 93650. To select for employees, the Company recruiting will be facilitated via web-based recruiting that allows the applicant to provide their city/zip code and additional questions; which inform whether the applicant meets the requirement of the social policy. The company will also post jobs on the: SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 28 | Page • Fresno Regional WDB Workforce Connection (https://www.workforce- connection.com/), • and work with other recommended organizations which will facilitate employment for Transitional Workers. • Fresno Bee (https://jobs.fresnobee.com/), The Company will monitor the CalJobs Southern Region for appropriate State Employment Workshops and place jobs though the government site. 5 LOCAL MANAGEMENT The Company is committed to hiring local management to run the business. We have identified a Fresno resident as our first manager. He will be hired and tasked with locating other local managers and employees to fully staff the business. 6 LABOR PEACE AGREEMENT The Company is committed to signing and abiding by a labor peace agreement allowing employees to unionize without interference after hiring five (5) or more employees. 7 ORGANIZATIONAL PLAN The Company will operate with 18-22 full time equivalent employees. The final titles will be determined based on the final responsibilities for the position. These title/positions will be: 7.1 STORE MANAGER We are looking for a professional and customer service-oriented Store Manager to oversee daily operations at our store. As the Store Manager, you will supervise the operational and organizational standards of the store. Your duties will include undertaking administrative tasks, monitoring inventory levels, and developing business strategies. The ideal candidate must be able to improve customer satisfaction and meet monthly sales goals. In addition to being an excellent communicator, you should also demonstrate outstanding leadership and interpersonal skills. STORE MANGER RESPONSIBILITIES: Deliver excellent service to ensure high levels of customer satisfaction. Motivate the sales team to meet sales objectives by training and mentoring staff. Create business strategies to attract new customers, expand store traffic, and enhance profitability. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 29 | Page Hire, train, and oversee new staff. Respond to customer complaints and concerns in a professional manner. Ensure store compliance with health and safety regulations. Develop and arrange promotional material and in-store displays. Prepare detailed reports on buying trends, customer requirements, and profits. Undertake store administration duties such as managing store budgets and updating financial records. Monitor inventory levels and order new items. 7.2 FLOOR MANAGER We are looking for an organized Floor Manager to supervise all floor activity including assisting customers, monitoring staff and managing inventory. The Floor Manager is responsible for ensuring that all floor requirements are met. To be successful as a Floor Manager you should have excellent interpersonal skills and be highly organized. You must be able to delegate duties to staff members while making sure that the staff is trained for their assigned roles. FLOOR MANAGER RESPONSIBILITIES: Supervise staff. Train staff to perform allocated roles. Manage inventory. Assist customers with any queries or requests. Administer pay slips to staff. 7.3 MERCHANDISING MANAGER Our growing retail company is looking to appoint a talented and experienced Merchandising Manager to create, oversee, and implement merchandising strategies. You will manage a team of marketing and merchandising professionals to ensure that all deadlines, inventory requirements, and customer orders are completed in a timely manner. Our ideal candidate is a detail-oriented and deadline-driven individual with experience managing a small to medium-size team. This role also requires excellent communication and interpersonal skills, with a creative eye for sourcing and presenting garments and accessories. MERCHANDISING MANAGER RESPONSIBILITIES: Overseeing the planning and implementation of merchandising strategies. Creating eye-catching store layouts that showcase the brand and aesthetic of the company. Negotiating the costs of inventory for multiple stores. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 30 | Page Preparing annual and quarterly budgets, and presenting them to the relevant stakeholders. Tracking inventory movement and systematically introducing promotions, sales, price changes, etc. Identifying trends and monitoring supply and demand. Collaborating with the marketing department to brainstorm new projects, campaigns, and business ideas. Interpreting sales reports and providing guidance on how to improve figures and customer engagement. 7.4 INVENTORY CLERK We are looking for a detail-oriented, hard-working inventory clerk with warehouse experience and excellent math and communication skills. Your responsibilities would include maintaining inventory records, training less experienced clerks, and preparing balance and shortages reports. Inventory clerks can expect to work long hours sometimes and might have to travel occasionally. Successful inventory clerks should have exceptional math and analytical skills, as well as written and verbal communication skills. Ideal candidates are physically fit and have warehouse experience, a working knowledge of word processing, database and spreadsheet software, and a valid driver’s license. INVENTORY CLERK RESPONSIBILITIES: Maintaining and updating records. Counting materials, equipment, merchandise, or supplies in stock. Reporting discrepancies between physical counts and computer records. Developing or improving upon inventory management procedures. Stocking and distributing supplies, equipment or merchandise. Compiling balance, price and cost reports. 7.5 SALES ASSOCIATE As the public face of the company the Sales Associate is responsible for dealing with any and all customer questions about the products and services the company offers. A Sales Associate is expected to be continuously updating their knowledge of the company products, services, and policies. Complaint handling is a critical part of this position. Turning a frustrated customer into a happy customer, while adhering to company policies, requires a combination of empathy and tact. Another key responsibility is maintaining the presentation of the sales floor, products, signage, and displays. SALES ASSOCIATE RESPONSIBILITIES: Greeting customers, responding to questions, improving engagement with merchandise and providing outstanding customer service. Achieving established goals. Directing customers to merchandise within the store. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 31 | Page Increasing in store sales. Superior product knowledge. Maintaining an orderly appearance throughout the sales floor. Introducing promotions and opportunities to customers. Cross-selling products to increase purchase amounts. 7.6 DISPATCHER We are currently recruiting for a professional and reliable Dispatcher to act as our company’s first point of contact for emergency and non-emergency calls. In this position, you will be in charge of maintaining call logs, monitoring routes, transferring messages, and directing field units. To excel in this position, all candidates should be able to multi-task in stressful conditions with little supervision. In addition to being an excellent communicator, the ideal candidate will also demonstrate superb organizational and interpersonal skills. DISPATCHER RESPONSIBILITIES: Answer emergency and non-emergency calls and document important information. Respond to any issues and follow-up by coordinating with the appropriate departments or field units. Operate and manage a multi-line telephone console system. Respond to queries related to products and deliveries. Use the radio, phone or computer to direct crews and other field units to the appropriate sites. Prioritize and organize calls according to urgency. Supervise the route and status of field units to prioritize their daily schedule. Maintain and update call logs, call records and other important documentation. 7.7 DELIVERY DRIVER We are looking for a reliable Delivery Driver who is concerned with customer satisfaction and transporting items in a safe, timely manner. The Delivery Driver will pick up and drop off items while adhering to assigned routes and time schedules. You should be willing to work as part of the delivery team in order to ensure that the items are complete, packed correctly, and safely delivered to the correct client. To succeed as a Delivery Driver, you should be polite and prompt with a commitment to providing our clients with an excellent experience. You should be thorough in ensuring orders are properly fulfilled, committed to work safety, and passionate about satisfying clients. DELIVERY DRIVER RESPONSIBILITIES: Loading, transporting, and delivering items to clients or businesses in a safe, timely manner. Reviewing orders before and after delivery to ensure that orders are complete, the charges are correct, and SOCIAL POLICY AND LOCAL ENTERPRISE PLAN 32 | Page the customer is satisfied. Assisting with loading and unloading items from vehicles. Accepting payments for delivered items. Providing excellent customer service, answering questions, and handling complaints from clients. Adhering to assigned routes and following time schedules. Abiding by all transportation laws and maintaining a safe driving record. Preparing reports and other documents relating to deliveries. Operating equipment and machines, such as cars, trucks, forklifts, etc. Andre R Scott 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 5, 2021 Please reply to: Rob Holt (559) 621-8056 Andre Scott Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P21-00553 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 1434 NORTH VAN NESS AVENUE (APN 451-122-17) Thank you for your inquiry regarding the allowance of new cannabis retail uses. The requested information about cannabis retail uses was analyzed using Article 27, Chapter 15 of the Fresno Municipal Code (FMC) of the City of Fresno. Please note, all research for this inquiry is based on existing land development of the subject property. If there are multiple buildings on the subject property, this research was based on the address provided in the request. This research does not take into effect of future development unless provided in your application request. With that, research of a proposed cannabis retail business on the subject property conveys the following: 1. All cannabis retail businesses must be located on property zoned DTN (Downtown Neighborhood), DTG (Downtown General), CMS (Commercial Main Street), CC (Commercial Community), CR (Commercial Regional), CG (Commercial General), CH (Commercial Highway), NMX (Neighborhood Mixed-Use), CMX (Corridor/Center Mixed- Use), RMX (Regional Mixed-Use), and must meet all of the requirements for development in these zones, including, but not limited to, parking, lighting, building materials, etc. The subject property is zoned CMS, which is one of the allowable zone districts for cannabis retail businesses. Development standards of the CMS zone district are available in Sections 15-1203, 15-1204, and 15-1205 of the FMC. The subject location meets the zone district requirement, per Section 15-2739.B.1.a of the FMC, for a cannabis retail business. 2. All building(s) in which a cannabis retail business is located shall be no closer than 800 feet from any property boundary containing the following: (1) A cannabis retail business; (2) A school providing instruction for any grades pre-school through 12 (whether public, private, or charter, including pre-school, transitional kindergarten, and K-12); (3) A day care center licensed by the state Department of Social Services that is in existence at the time a complete commercial cannabis business permit application is submitted; and, (4) A youth center that is in existence at the time a complete commercial cannabis business permit is submitted. Zoning Inquiry P21-00553 1434 North Van Ness Avenue Page 2 February 5, 2021 Although the subject property is located within 800 feet of a school providing instruction for any grades pre-school through 12 (Heaton Elementary School), the existing building, located at 1434 North Van Ness Avenue on the subject property is not located within 800 feet of the property boundary of any of the above-mentioned uses. The subject building meets the separation requirements, per Section 15-2739.B.1.b of the FMC, for a cannabis retail business. 3. Prior to commencing operations, a cannabis retail business must obtain a Cannabis Conditional Use Permit from the Planning and Development Department per Section 15- 2739.N of the FMC. 4. No more than 2 cannabis retail businesses may be located in any one Council District. If more than 14 are ever authorized by Council (more than 2 per Council District), they shall be dispersed evenly by Council District. The subject property is in Council District 1. There are currently no cannabis retail businesses located in Council District 1. This location requirement is satisfied for a cannabis retail business. Please review the entirety of Article 33, Chapter 9 (Cannabis Retail Business and Commercial Cannabis), and Section 15-2739 (Adult Use and Medicinal Cannabis Retail Business and Commercial Cannabis Business) of the FMC to understand other requirements of cannabis retail businesses, including but not limited to, application requirements, signage, etc. This information was researched by the undersigned per the zoning request. The undersigned certifies that the above information contained herein is believed to be accurate and is based upon, or relates to, the information supplied by the requestor. The City of Fresno assumes no liability for errors and omissions. All information was obtained from public records held by the Planning and Development Department. A copy of the Fresno Municipal Code may be obtained by contacting the City Clerk’s office at 559-621-7650. The Fresno Municipal Code may also be searched on the Internet, free of charge, by going to www.fresno.gov. If you have questions regarding this matter, please contact me by telephone at 559-621-8056 or at Robert.Holt@fresno.gov. Cordially, Rob Holt, Planner III Development Services Division Planning and Development Department David Judaken is an owner of the business and purchased the property for Cannabis Retail ________________ ________________ INITIALS INITIALS © 2019AIR CRE. AllRights Reserved.Last Edited: 1/27/202110:07 AM OFA­20.20, Revised10­22­2020 Page 1 of 8 STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (Non­ResidenƟal) Dated:January 25, 2021 1.Buyer. 1.1 David Judaken and/or Assignee ,("Buyer")hereby offers to purchase the real property, hereinaŌer described, fromthe owner thereof ("Seller") (collecƟvely, the "ParƟes"or individually, a"Party"), through an escrow ("Escrow") toclose30 or (See Paragraph 26.2)days aŌerthe waiveror saƟsfacƟonof the Buyer's ConƟngencies, ("ExpectedClosingDate") tobe heldby Placer Title Company (Peggy Bennett - Escrow Officer)("EscrowHolder") whose address is 7700 North Palm Avenue, Suite 101, Fresno CA 93711 ,PhoneNo.(559) 261-2910 ,FacsimileNo.(559) 272-6151 upon the termsand condiƟons set forth in this agreement("Agreement"). Buyer shallhave the rightto assignBuyer's rightshereunder, but anysuch assignmentshallnot relieve Buyer of Buyer's obligaƟons herein unless Seller expressly releases Buyer. 1.2 The term"Date ofAgreement"asusedhereinshallbethedatewhenbyexecuƟon anddelivery(as defined in paragraph 20.2) ofthis document ora subsequent counteroffer thereto,Buyer and Seller have reached agreement in wriƟng whereby Seller agrees to sell,and Buyer agrees to purchase,the Property upon terms accepted by both ParƟes. 2.Property. 2.1 The real property ("Property")that is thesubject ofthis offerconsistsof (insert a briefphysical descripƟon)An approximate 3,500 square foot building situated on approximately 6,098 sq ft of land parcel,islocated inthe Countyof Fresno , iscommonly known as(street address, city, state,zip) 1434-1436 NVan Ness Ave, Fresno, C A 93728 andis legallydescribed as:TBD in escrow (APN:451-122-17 ). 2.2 If thelegal descripƟon of thePropertyis not complete or is inaccurate,this Agreement shallnot be invalid and thelegal descripƟon shallbe completed or corrected to meetthe requirements of Placer Title Company ("Title Company"), whichshall issuethe Ɵtle policyhereinaŌer described. 2.3 The Property includes, atno addiƟonal costto Buyer, the permanentimprovements thereon, including those items which pursuant to applicable laware a part of theproperty,as wellas thefollowing items,if any,owned by Seller and at present located on the Property:electricaldistribuƟon systems (power panel,bus ducƟng, conduits, disconnects, lighƟng fixtures);telephone distribuƟonsystems(lines,jacksandconnecƟons only);space heaters;heaƟng, venƟlaƟng,air condiƟoning equipment ("HVAC");air lines;firesprinkler systems; security and fire detecƟon systems;carpets; window coverings; wallcoverings; and (collecƟvely,the "Improvements"). 2.4 The firesprinkler monitor: isownedby Sellerand included inthe PurchasePrice, is leasedbySeller, andBuyer willneedto negoƟate a newlease withthe firemonitoring company, ownership willbe determined during Escrow,or there is no fire sprinkler monitor. 2.5 Except as provided inParagraph 2.3,thePurchase Pricedoes notinclude Seller's personal property, furniture and furnishings, and allof which shall beremoved bySeller prior toClosing. 3.PurchasePrice. 3.1 The purchase price ("PurchasePrice") to be paid byBuyer to Sellerfor the Property shallbe ,payableas follows: (Strikeany notapplicable) (a)Cash down payment,including the Deposit as defined in paragraph 4.3(or if an all cash transacƟon,thePurchase Price): (b)Amountof "NewLoan" asdefined in paragraph5.1, ifany: (c)Buyer shalltake Ɵtle to the Property subject to and/or assume thefollowing exisƟng deed(s) of trust ("ExisƟng Deed(s)of Trust ")securing theexisƟng promissory note(s) ("ExisƟng Note(s)"): (i) An ExisƟng Note("First Note")with an unpaid principal balanceas oftheClosing ofapproximately: Said FirstNote is payable at per month, including interest atthe rateof %per annum unƟlpaid (and/or the enƟre unpaid balance is due on ). (ii) An ExisƟng Note ("Second Note") with an unpaid principal balance as ofthe Closing of approximately: Said Second Note is payable at per month,including interest atthe rateof %per annum unƟlpaid (and/or the enƟreunpaid balance isdue on ). (d)Buyer shall give Seller adeed of trust ("Purchase MoneyDeed of Trust") on the property, to secure the promissory note ofBuyer to Seller described in paragraph 6("Purchase Money Note") in theamount of: Total Purchase Price: 3.2 If Buyeris taking Ɵtle to the Property subject to, orassuming, an ExisƟngDeed ofTrustand suchdeed oftrust permitsthe beneficiary todemand payment offees including,but not limited to,points,processing fees,and appraisalfees as acondiƟonto thetransfer ofthe Property,Buyer agrees to pay such fees up to a maximumof 1.5%of theunpaid principal balance of theapplicable ExisƟng Note. 4.Deposits. 4.1 Buyer has delivered to Broker acheckin the sumof , payable to Escrow Holder,to be delivered byBroker to Escrow Holder within 2or business days aŌer both ParƟes have executed this Agreement and the executed Agreement has been delivered to Escrow Holder,or within 2 or business days aŌer bothParƟes have executedthis Agreementand theexecuted Agreementhasbeen deliveredto EscrowHolder Buyer shalldeliver toEscrowHolder acheck inthe sumof . If saidcheck isnot received byEscrow Holderwithin said Ɵmeperiod thenSeller mayelectto unilaterallyterminate thistransacƟon by giving wriƩen noƟce ofsuch elecƟon to Escrow Holder whereupon neither Party shallhaveany further liability to theother under this Agreement. Should Buyer and Seller not enter intoan agreementforpurchase and sale, Buyer's check orfunds shall, upon request by Buyer, be promptly returned to Buyer. 4.2 AddiƟonal deposits: (a) Within 5business days aŌerthe Date of Agreement,Buyer shalldepositwith EscrowHolder theaddiƟonal sum of tobeapplied tothe Purchase Price atthe Closing. (b) Within 5business days aŌer theconƟngencies discussed in paragraph 9.1(a) through (m) areapproved or waived,Buyer shalldeposit with Escrow Holderthe addiƟonal sum of (See Paragraph 26.2)to be applied tothe Purchase Priceat the Closing. (c) Ifan AddiƟonal Deposit isnotreceived byEscrow Holderwithin the Ɵmeperiod provided then Sellermay noƟfyBuyer, EscrowHolder,and Brokers,in wriƟng that,unless the AddiƟonal Deposit is received by Escrow Holder within 2business days following said noƟce,the Escrow shall bedeemed terminated without further noƟce orinstrucƟons. 4.3 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2 (collecƟvely the "Deposit"),in aStateor Federally chartered bank inan interestbearing account whoseterm is appropriate and consistent with the Ɵming requirementsofthis transacƟon. The interest therefrom shall accrueto thebenefit ofBuyer,who hereby acknowledges that there maybepenalƟes or interest forfeitures ifthe applicable instrument is redeemed prior to its specifiedmaturity. Buyer's Federal TaxIdenƟficaƟon Number is TBD . NOTE: Suchinterest bearingaccount cannot be opened unƟlBuyer's Federal Tax IdenƟficaƟonNumber isprovided. 4.4 Notwithstanding theforegoing,within 5days aŌer Escrow Holder receives themonies described in paragraph 4.1above,Escrow Holder shall release$100 ofsaid moniesto Sellerasand forindependent consideraƟon for Seller's'execuƟonof thisAgreement andthegranƟng ofthe conƟngency periodto Buyeras herein provided. Such independent consideraƟon is non­refundable to Buyer but shall becredited to thePurchase Price in the event that thepurchase of theProperty is DocuSign Envelope ID: 31B30D84-D6CB-4883-B1CD-40AE38862014 ________ ________ ________ ________ INITIALS INITIALS © 2019AIR CRE. AllRights Reserved. Last Edited: 1/27/202110:07 AM OFA­20.20, Revised10­22­2020 Page 2 of 8 completed. 4.5 Upon waiverof allof Buyer'sconƟngencies the Depositshall becomenon­refundable but applicable to the Purchase Price exceptin the event ofaSeller breach,or in the event that the Escrow is terminated pursuant to theprovisions ofParagraph 9.1(n)(DestrucƟon,Damage or Loss) or 9.1(o)(Material Change). 5. FinancingConƟngency.(Strikeif notapplicable) 5.1 This offer is conƟngent upon Buyer obtaining from an insurance company,financial insƟtuƟon or other lender,acommitment to lend to Buyer a sum equal toat least % ofthe Purchase Price, ontermsacceptable toBuyer. Suchloan ("NewLoan") shallbesecured bya firstdeed oftrust or mortgageon theProperty. Ifthis Agreementprovides forSellerto carry back junior financing, thenSellershall havethe righttoapprove theterms oftheNew Loan. Sellershall have7days following receipt ofthe commitment seƫng forth theproposed terms of theNew Loan to approve or disapprove of such proposed terms.IfSeller fails to noƟfy Escrow Holder, inwriƟng, ofthedisapproval within said 7days itshallbe conclusively presumed thatSellerhas approved the terms ofthe New Loan. 5.2 If Buyershall failtonoƟfy itsBroker, EscrowHolder andSeller,in wriƟngwithin days followingtheDate ofAgreement, thattheNew Loanhas not been obtained, it shall beconclusively presumed that Buyer haseither obtained said New Loan or haswaived this NewLoan conƟngency. 5.3 If Buyershall noƟfyitsBroker, Escrow Holder andSeller, inwriƟng, within the Ɵme specified inparagraph 5.2hereof, thatBuyer has notobtained saidNew Loan,this Agreement shall beterminated,and Buyer shall beenƟtled to theprompt return of the Deposit,plus anyinterest earned thereon,less onlyEscrow Holder andTitle CompanycancellaƟon feesand costs, which Buyer shallpay. 6.Seller Financing.(PurchaseMoney Note).(Strike if not applicable) 6.1 If Sellerapproves Buyer's financials (see paragraph 6.5) the Purchase MoneyNote shall providefor interest onunpaid principal at the rateof %per annum, with principal and interest paidas follows: . The Purchase Money Noteand Purchase MoneyDeed ofTrust shall beon thecurrent forms commonly used by Escrow Holder, and be junior and subordinate onlyto the ExisƟngNote(s) and/orthe NewLoanexpressly calledfor bythisAgreement. 6.2 The PurchaseMoney Noteand/or the PurchaseMoney Deed of Trust shallcontain provisions regarding thefollowing (see also paragraph 10.3(b)): (a)Prepayment. Principal maybeprepaid inwhole orinpart atany Ɵmewithout penalty, atthe opƟonof theBuyer. (b)Late Charge. Alate chargeof 6%shall bepayablewith respect to anypayment of principal,interest,or other charges,not made within 10 days aŌer itis due. (c)Due On Sale.In theevent theBuyer sells or transfers Ɵtleto theProperty or anyporƟon thereof,then theSeller may,at Seller's opƟon,require the enƟre unpaid balance of saidNoteto be paid infull. 6.3 If thePurchase MoneyDeed of Trust is to be subordinate to other financing,Escrow Holder shall,at Buyer's expense prepare and record on Seller's behalf a request for noƟceof defaultand/or sale withregard to each mortgageordeed oftrust to which it willbe subordinate. 6.4 WARNING: CALIFORNIALAW DOESNOT ALLOW DEFICIENCY JUDGEMENTS ON SELLER FINANCING. IF BUYER ULTIMATELY DEFAULTSON THE LOAN, SELLER'SSOLE REMEDYIS TOFORECLOSEON THEPROPERTY. 6.5 Seller's obligaƟon to provide financing is conƟngent upon Seller's reasonable approvalofBuyer's financial condiƟon.Buyer to provide a current financial statementand copies of itsFederaltax returns for thelast 3yearsto Sellerwithin 10days following theDate ofAgreement. Sellerhas 10days followingreceiptof such documentaƟon to saƟsfy itselfwith regard to Buyer's financial condiƟon and to noƟfy Escrow Holder as to whether or not Buyer's financial condiƟon is acceptable. IfSeller failstonoƟfy EscrowHolder, inwriƟng, ofthe disapproval ofthis conƟngency within said Ɵmeperiod, itshallbe conclusively presumed thatSeller has approved Buyer's financial condiƟon.IfSeller is not saƟsfied with Buyer's financial condiƟon or ifBuyer fails to deliver therequired documentaƟon then Seller maynoƟfy EscrowHolder inwriƟngthat SellerFinancing willnot beavailable,and Buyershall havetheopƟon, within10 days ofthe receiptof suchnoƟce, toeither terminate this transacƟon or to purchase the Property without Seller financing.IfBuyer fails to noƟfy Escrow Holder within said Ɵmeperiod of its elecƟon to terminate this transacƟonthen Buyershallbe conclusively presumed to have elected to purchase the Property without Seller financing. If Buyerelectsto terminate, Buyer's Deposit shallbe refunded less Title Companyand Escrow Holder cancellaƟon fees and costs,all ofwhich shall beBuyer's obligaƟon. 7. RealEstate Brokers. 7.1 Each Party acknowledges receiving aDisclosureRegarding Real Estate Agency RelaƟonship,confirms and consents to thefollowing agency relaƟonships in thistransacƟon withthe following realestate broker(s) ("Brokers") and/or their agents(“Agent(s)”): Seller'sBrokerage Firm License No. isthe broker of(check one): theSeller; or boththe Buyerand Seller (dual agent). Seller's Agent LicenseNo.is(checkone): the Seller's Agent (salesperson or broker associate);or both theSeller's Agent and the Buyer's Agent(dual agent). Buyer's Brokerage Firm Lee & Associates Commercial Real Estate Services Inc.-South Bay dba Lee &Associates Los Angeles -Long Beach, Inc.License No.01069854 isthebroker of(check one): the Buyer;or both the Buyer and Seller (dual agent). Buyer's Agent Trauger Ralston / Remington Moses LicenseNo.01731383 / 01938772 is (checkone): theBuyer's Agent (salesperson or broker associate);or both the Buyer's Agent and theSeller's Agent (dual agent). The ParƟes acknowledge that otherthan the Brokers and Agentslisted above, there are no other brokers oragents represenƟng the ParƟesordue anyfees and/or commissions under this Agreement. Buyer shall usethe services of Buyer's Broker exclusively in connecƟon with anyand allnegoƟaƟons and offers with respect to the Property fora periodof1 yearfrom thedate inserted forreference purposes at thetop of page 1. 7.2 Buyer and Seller each represent and warrant to theother that he/she/it has had no dealings with any person,firm,broker,agent or finder in connecƟon withthe negoƟaƟonof thisAgreementand/or theconsummaƟon ofthe purchase and sale contemplated herein, otherthan the Brokers and Agentsnamed in paragraph 7.1,and no broker,agent or other person,firmor enƟty,other than said Brokers and Agents is/are enƟtled to anycommission or finder's fee in connecƟon withthis transacƟon as theresult of anydealings oracts ofsuch Party. Buyer and Sellerdo eachhereby agreetoindemnify, defend, protect and hold theother harmless from and against anycosts,expenses or liability for compensaƟon,commission or charges which may beclaimed by anybroker,agent,finder or other similar party,other than said named Brokers and Agentsby reason of anydealings or actof theindemnifyingParty. 8.Escrowand Closing. 8.1 Upon acceptance hereof bySeller, this Agreement,including anycounteroffers incorporated hereinby theParƟes, shallconsƟtute not only the agreement ofpurchase and sale between Buyer and Seller,but also instrucƟons to Escrow Holder for the consummaƟon ofthe Agreement through theEscrow. Escrow Holder shallnot prepare any further escrowinstrucƟons restaƟng or amending the Agreementunless specifically soinstructed bythe ParƟes ora Brokerherein. Subjectto the reasonable approvalof theParƟes,Escrow Holder may,however,include its standard general escrow provisions. In the event that thereis any conflict between the provisions ofthe Agreementandthe provisions of anyaddiƟonal escrowinstrucƟons the provisionsof theAgreementshall prevailas totheParƟes andthe Escrow Holder. 8.2 AssoonaspracƟcal aŌer thereceiptof thisAgreement andanyrelevant counteroffers, Escrow Holdershallascertain theDate ofAgreement asdefined in paragraphs 1.2 and 20.2 and advisethe ParƟes and Brokers, in wriƟng,ofthe date ascertained. 8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement,applicable law and custom and pracƟce of the community inwhich Escrow Holderis located, including anyreporƟng requirements ofthe InternalRevenue Code. In the event ofaconflict betweenthe lawof thestatewherethePropertyis located and the law of the state where the Escrow Holder is located,thelaw ofthestatewherethePropertyis located shallprevail. 8.4 Subject tosaƟsfacƟon ofthe conƟngencies herein described, EscrowHolder shall closethis escrow (the "Closing") by recording a general warranty deed (a grant deed in California) and theother documents required to be recorded,and by disbursing the funds and documents in accordance with this Agreement. 8.5 Buyer and Seller shalleach payone­half of the Escrow Holder's charges and Sellershall paythe usual recording fees and any required documentary transfer taxes. Seller shall paythepremium for a standard coverage owner's or joint protecƟon policy of Ɵtleinsurance. (See also paragraph 11.) 8.6 Escrow Holdershall verify that allofBuyer's conƟngencies have been saƟsfiedor waived prior toClosing. ThemaƩers contained in paragraphs 9.1 subparagraphs (b),(c),(d),(e),(g),(i),(n),and (o),9.4,12,13,14,16,18,20,21,22,and 24 are,however,maƩers ofagreement between the ParƟes onlyand arenot instrucƟonsto EscrowHolder. 8.7 If this transacƟon is terminated for non­saƟsfacƟon and non­waiver of aBuyer's ConƟngency,as defined in paragraph 9.2 or disapproval ofany other maƩersubject to Buyer's approval, then neither ofthe ParƟesshall thereaŌer have any liabilityto theotherunder this Agreement, excepttothe extentof abreach of anyaffirmaƟve covenant or warranty in this Agreement. In the event ofsuch terminaƟon,Buyer shall,subject to theprovisions ofparagraph 8.10,bepromptly refunded all funds deposited byBuyer with Escrow Holder, lessonly the$100provided forin paragraph4.4and theTitle Companyand Escrow HoldercancellaƟon fees and costs,all ofwhich shall beBuyer's obligaƟon. Ifthis transacƟon is terminated as aresult ofSeller's breach ofthis Agreement then Seller shall paytheTitle Companyand EscrowHolder cancellaƟon feesand costs. 8.8 The Closing shall occur on theExpected Closing Date,or as soon thereaŌer as the Escrow is in condiƟon for Closing;provided,however,that if theClosing does not occur by the Expected Closing Date and said Date isnotextended bymutual instrucƟons ofthe ParƟes,a Partynot then indefault under this Agreementmay noƟfy the other Party,Escrow Holder,and Brokers,in wriƟng that,unless theClosing occurs within 5business days following said noƟce,theEscrow shallbe deemed terminated without further noƟce orinstrucƟons. DocuSign Envelope ID: 31B30D84-D6CB-4883-B1CD-40AE38862014 ________________ ________________ INITIALS INITIALS © 2019AIR CRE. AllRights Reserved.Last Edited: 1/27/202110:07 AM OFA­20.20, Revised10­22­2020 Page 3 of 8 8.9 Except as otherwise provided herein,theterminaƟon of Escrow shall not relieve or release either Party from any obligaƟon to pay Escrow Holder's fees and costs or consƟtute a waiver,releaseor discharge of anybreach ordefaultthat hasoccurred intheperformance ofthe obligaƟons, agreements,covenants or warranƟes contained therein. 8.10 If thisEscrowis terminated for anyreasonother thanSeller's breachordefault, thenas acondiƟon to the return ofBuyer's deposit, Buyer shall within 5 days aŌer wriƩen request deliver to Seller,at no charge,copies ofallsurveys,engineering studies,soilreports,maps,master plans,feasibilitystudies and other similar items prepared by or for Buyer that pertain to the Property. 9.ConƟngenciesto Closing. 9.1 The Closingof thistransacƟon isconƟngent upon the saƟsfacƟon orwaiverof thefollowing conƟngencies.IF BUYERFAILS TONOTIFY ESCROWHOLDER, IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIESWITHIN THETIMESPECIFIED THEREIN,IT SHALL BECONCLUSIVELY PRESUMEDTHAT BUYER HASAPPROVED SUCHITEM, MATTERORDOCUMENT. Buyer's condiƟonal approval shallconsƟtute disapproval, unless provision ismadeby theSeller within the Ɵmespecified therefore by theBuyer in such condiƟonal approval or bythis Agreement,whichever is later,for the saƟsfacƟon of thecondiƟon imposed by the Buyer. Escrow Holder shallpromptly provide allParƟes withcopies ofany wriƩendisapproval or condiƟonalapproval which itreceives. With regard to subparagraphs (a) through (m) thepre­printed Ɵmeperiods shall controlunless adifferent number ofdays is inserted in thespaces provided. (a)Disclosure. Seller shallmaketo Buyer,through Escrow,all oftheapplicable disclosures required bylaw(See AIRCRE ("AIR")standard form enƟtled "Seller'sMandatory DisclosureStatement") and provide Buyer with acompleted Property InformaƟon Sheet ("Property InformaƟon Sheet") concerning the Property, duly executed byor onbehalf of Sellerin thecurrent formorequivalent tothat published bythe AIRwithin 10or days following theDate ofAgreement. Buyer has 10 days from thereceipt of saiddisclosures to approve ordisapprove the maƩersdisclosed. (b)PhysicalInspecƟon. Buyer has 10or thirty (30)days following the receiptofthe PropertyInformaƟon Sheetor theDate of Agreement,whichever is later,to saƟsfy itself with regard to the physicalaspects and sizeof theProperty. (c)HazardousSubstance CondiƟonsReport. Buyer has 30 or daysfollowing the receipt of the PropertyInformaƟon Sheetor theDateof Agreement,whichever islater, tosaƟsfyitself withregard tothe environmentalaspectsof theProperty. Sellerrecommends thatBuyer obtainaHazardous Substance CondiƟons Report concerning the Propertyand relevant adjoining properƟes. Any such report shall bepaid for by Buyer. A "HazardousSubstance"for purposes of thisAgreement isdefined as anysubstance whose nature and/or quanƟty ofexistence, use, manufacture, disposal oreffect,render itsubject toFederal,state orlocal regulaƟon,invesƟgaƟon,remediaƟon or removal as potenƟally injurious to public health or welfare. A"Hazardous SubstanceCondiƟon"for purposes of this Agreementis defined as the existence on, under or relevantlyadjacent to the Property ofa Hazardous Substance that wouldrequire remediaƟon and/or removal under applicable Federal,state or locallaw. (d)SoilInspecƟon. Buyer has 30 or days following the receipt of the Property InformaƟonSheetor theDate ofAgreement,whichever islater, to saƟsfy itself with regard to the condiƟon ofthe soilson the Property. Sellerrecommends thatBuyerobtain asoil testreport. Anysuch report shall be paid for by Buyer. Seller shall provide Buyer copies ofany soils report that Seller may havewithin 10 days following theDate ofAgreement. (e)Governmental Approvals. Buyer has30 or daysfollowing theDate ofAgreementto saƟsfyitself withregard to approvals and permitsfrom governmental agencies ordepartments which have or mayhave jurisdicƟon over the Property and which Buyer deems necessary or desirable in connecƟonwithits intended use ofthe Property,including,but not limited to,permits and approvals required with respect to zoning,planning,building and safety,fire,police, handicapped and Americans with DisabiliƟes Actrequirements, transportaƟon and environmentalmaƩers. (f)CondiƟons of Title.Escrow Holder shallcause a current commitment for Ɵtleinsurance ("TitleCommitment") concerning the Propertyissued by the TitleCompany, aswell aslegiblecopies ofall documentsreferred tointhe TitleCommitment ("UnderlyingDocuments"),and ascaled and dimensioned plot showing the locaƟon ofany easementstobe delivered to Buyerwithin 10or thirty (30)days following the Date ofAgreement. Buyerhas 10days from the receipt ofthe TitleCommitment,theUnderlying Documents and the plot plan to saƟsfy itselfwith regard to the condiƟon of Ɵtle. The disapproval byBuyer ofany monetary encumbrance, which bythe termsofthis Agreementis notto remain against the Property aŌer theClosing,shall not be considered afailure ofthis conƟngency, as Seller shall have the obligaƟon,at Seller's expense,to saƟsfy and remove such disapproved monetary encumbrance at or before theClosing. (g)Survey.Buyerhas30or days following the receipt of the TitleCommitment and Underlying Documents tosaƟsfy itselfwith regard to anyALTA Ɵtlesupplement based upon asurvey prepared to American Land Title AssociaƟon ("ALTA")standardsfor an owner's policyby alicensed surveyor,showing the legal descripƟon and boundary lines oftheProperty, anyeasements ofrecord, and anyimprovements, poles,structures andthings located within 10 feetofeither sideof the Property boundary lines. Anysuch surveyshall beprepared at Buyer's direcƟon and expense. IfBuyer has obtained asurveyand approved the ALTA Ɵtle supplement, Buyer mayelect within theperiod allowedfor Buyer's approval ofasurvey tohave anALTAextended coverageowner's formof Ɵtle policy,in whichevent Buyer shall payany addiƟonal premium aƩributable thereto. (h)ExisƟngLeases andTenancy Statements. Seller shallwithin 10 or daysfollowing theDate ofAgreement provide bothBuyer andEscrow Holder withlegible copies of allleases,subleases orrental arrangements(collecƟvely, "ExisƟngLeases")affecƟng theProperty, andwitha tenancy statement ("Estoppel CerƟficate")in thelatest form or equivalent to that published by the AIR,executed by Seller and/or each tenant and subtenant oftheProperty. Seller shalluse its bestefforts to have eachtenant complete and execute anEstoppel CerƟficate. If anytenant failsorrefuses to provide anEstoppel CerƟficate thenSeller shall complete and execute an Estoppel CerƟficate for that tenancy. Buyer has 10 days from the receipt ofsaid ExisƟng Leases and Estoppel CerƟficates to saƟsfy itselfwith regard to the ExisƟng Leasesandany othertenancy issues. (i)Owner'sAssociaƟon. Seller shallwithin 10 or days following the Date ofAgreement provide Buyer with astatement and transfer package from anyowner's associaƟon servicing theProperty. Such transfer packageshall at aminimum include: copies oftheassociaƟon's bylaws,arƟcles ofincorporaƟon,current budget and financial statement. Buyer has 10days fromthe receiptofsuch documents to saƟsfy itselfwith regard to theassociaƟon. (j)OtherAgreements. Sellershall within10 or days following theDate of Agreementprovide Buyer withlegible copies of allother agreements ("Other Agreements") known to Seller that will affect the PropertyaŌer Closing. Buyer has 10 days fromthe receipt of said Other Agreements to saƟsfy itselfwith regard to such Agreements. (k)Financing. Ifparagraph 5 hereofdealing with a financing conƟngency has not been stricken,thesaƟsfacƟon or waiver of such New Loan conƟngency. (l)ExisƟngNotes. If paragraph3.1(c) hasnotbeen stricken,Seller shall within10 or days following theDate ofAgreement provide Buyerwith legiblecopies ofthe ExisƟng Notes, ExisƟng Deeds of Trust and relatedagreements(collecƟvely, "LoanDocuments") towhichthe Propertywill remainsubjectaŌer the Closing. Escrow Holder shallpromptly request from theholders oftheExisƟng Notes abeneficiarystatement ("Beneficiary Statement")confirming: (1)the amountof theunpaid principal balance,the currentinterest rate,and thedateto which interest is paid,and (2)the nature and amount ofany impounds held bythe beneficiaryin connecƟon with suchloan. Buyerhas 10 or days following the receiptofthe LoanDocuments and Beneficiary Statements to saƟsfy itselfwith regard to such financing. Buyer's obligaƟon to close is condiƟoned upon Buyer being ableto purchasetheProperty without acceleraƟon or change in theterms ofany ExisƟng Notes orcharges to Buyer except asotherwise provided in this Agreementor approved by Buyer, provided, however, Buyershall pay the transfer fee referred toin paragraph3.2 hereof. Likewise ifSeller isto carrybacka Purchase Money NotethenSeller shallwithin 10 or days followingthe Date ofAgreement provide Buyer witha copyofthe proposed Purchase MoneyNote andPurchase Money Deed of Trust. Buyer has 10 or days following the receiptof such documents to saƟsfy itself withregard tothe formand contentthereof. (m)PersonalProperty. In theeventthat anypersonal property is included inthe Purchase Price, Buyerhas10 or daysfollowing theDate of Agreement to saƟsfyitself with regard to the Ɵtle condiƟon of such personalproperty. Seller recommends that Buyer obtain aUCC­1report. Anysuch report shall be paid for byBuyer. Sellershall provide Buyer copies of anyliens or encumbrances affecƟng suchpersonalproperty thatit isawareof within10 or daysfollowing the Date ofAgreement. (n)DestrucƟon,Damage orLoss. Subsequent to theDate ofAgreement and prior to Closing there shallnot have occurred adestrucƟon of,or damageor lossto, theProperty oranyporƟon thereof, from anycause whatsoever, whichwould costmore than to repair or cure. If thecost ofrepair orcure is or less,Seller shallrepair or cure the loss prior to theClosing. Buyer shallhavethe opƟon,within 10 days aŌer receipt of wriƩen noƟce ofaloss cosƟng morethan to repair orcure, toeither terminate this Agreementorto purchase the Propertynotwithstanding such loss,but without deducƟon or offset against the PurchasePrice. Ifthe cost to repair or cure is more than ,and Buyer does not elect to terminate this Agreement,Buyer shallbe enƟtled to any insurance proceeds applicable to such loss. Unless otherwise noƟfiedin wriƟng,EscrowHolder shallassume nosuchdestrucƟon, damage or losshasoccurred prior to Closing. (o)Material Change. Buyer shallhave 10 days following receiptofwriƩen noƟceof aMaterialChange withinwhich tosaƟsfy itselfwithregard tosuch change. "Material Change"shallmean asubstanƟaladverse changein theuse,occupancy,tenants,Ɵtle,or condiƟon of theProperty that occurs aŌer thedate ofthis offerand prior to theClosing. Unlessotherwise noƟfiedin wriƟng,EscrowHolder shall assume thatnoMaterial Change has occurred priorto theClosing. (p)SellerPerformance. The delivery ofall documents and thedue performance bySeller ofeach andevery undertaking and agreement to beperformed bySeller under this Agreement. (q)Brokerage Fee.Payment at theClosing ofsuch brokerage feeas is specified in this Agreement or later wriƩen instrucƟons to Escrow Holder executed by Seller and Brokers ("BrokerageFee"). Itis agreedby theParƟes and Escrow Holder that Brokers are a third party beneficiary of thisAgreement insofaras the BrokerageFee is concerned,and that no changeshall bemade with respect to thepayment oftheBrokerage Fee speci fied in this Agreement,without the wriƩen consent of Brokers. DocuSign Envelope ID: 31B30D84-D6CB-4883-B1CD-40AE38862014 ________ ________ ________ ________ INITIALS INITIALS © 2019AIR CRE. AllRights Reserved. Last Edited: 1/27/202110:07 AM OFA­20.20, Revised10­22­2020 Page 4 of 8 9.2 All ofthe conƟngencies specified in subparagraphs (a) through (m) ofparagraph 9.1 arefor thebenefit of,and may bewaived by,Buyer,and maybe elsewhere herein referred to as"Buyer'sConƟngencies." 9.3 If anyof Buyer's ConƟngencies or anyother maƩer subject to Buyer's approval is disapproved asprovided for herein in a Ɵmely manner ("Disapproved Item"),Seller shall have the rightwithin 10days following the receipt ofnoƟce ofBuyer's disapprovaltoelect tocure suchDisapproved Item priorto theExpected Closing Date ("Seller'sElecƟon"). Seller's failure to give to Buyer within such period,wriƩennoƟce ofSeller's commitment to cure such Disapproved Item on or beforethe Expected Closing Dateshallbe conclusively presumed tobe Seller'sElecƟonnot to cure suchDisapproved Item. If Sellerelects,either bywriƩen noƟceor failure to givewriƩen noƟce,not to curea Disapproved Item,Buyer shallhave theright,within10 days aŌer Seller's ElecƟon to either accept Ɵtle to the Property subject to such Disapproved Item,orto terminate this Agreement. Buyer's failure to noƟfy Seller inwriƟngof Buyer'selecƟon toaccept Ɵtle tothe Propertysubject to the Disapproved Item without deducƟon or offset shall consƟtute Buyer's elecƟon to terminate this Agreement. Theabove Ɵmeperiods onlyapply once for each Disapproved Item. Unless expressly provided otherwise herein, Seller's right to cure shall not apply to the remediaƟon of Hazardous Substance CondiƟonsorto the Financing ConƟngency. Unless theParƟes mutually instruct otherwise,ifthe Ɵmeperiods for thesaƟsfacƟon ofconƟngencies or for Seller's and Buyer's elecƟons wouldexpireonadateaŌerthe Expected Closing Date, the Expected ClosingDate shallbe deemed extended for 3business days following the expiraƟonof: (a)the applicable conƟngency period(s),(b) theperiod within which the Seller may elect to cure theDisapproved Item,or (c) ifSeller elects not to cure,the period within whichBuyer mayelect toproceedwith thistransacƟon, whichever is later. 9.4 The ParƟes acknowledge that extensive local,state and Federal legislaƟon establish broad liability upon owners and/or users of realproperty for the invesƟgaƟonand remediaƟonof HazardousSubstances. ThedeterminaƟon ofthe existence ofa Hazardous Substance CondiƟon andthe evaluaƟonof theimpactof such acondiƟon are highly technical and beyond the experƟseof Brokers. The ParƟes acknowledge that they have been advised byBrokers to consult their own technical and legalexperts withrespect to the possible presence of Hazardous Substances on the Property oradjoining properƟes, and Buyer and Sellerare not relying upon anyinvesƟgaƟon byor statement ofBrokers with respect thereto. The ParƟes hereby assume allresponsibility for the impact ofsuch Hazardous Substances upon theirrespecƟve interestsherein. 10.Documents and Other ItemsRequired at or Before Closing. 10.1 Five days prior to theClosing dateEscrow Holder shallobtain anupdated Title Commitmentconcerning the Propertyfrom theTitle Companyand provide copies thereof to each oftheParƟes. 10.2 Seller shalldeliverto EscrowHolder in Ɵmefor deliveryto Buyeratthe Closing: (a) Grant or general warranty deed,duly executed and in recordable form,conveying fee Ɵtleto thePropertyto Buyer. (b) Ifapplicable,theBeneficiary Statements concerning ExisƟng Note(s). (c) Ifapplicable, the ExisƟng Leasesand Other Agreementstogether withduly executed assignmentsthereof bySeller and Buyer. Theassignment of ExisƟng Leases shallbe on themost recent Assignment and AssumpƟon ofLessor's Interest in Lease formpublished by the AIR or its equivalent. (d) Anaffidavit executed by Sellerto the effectthat Sellerisnot a"foreign person" within themeaning of InternalRevenue CodeSecƟon1445 or successor statutes. If Seller does not provide such affidavit in formreasonably saƟsfactory to Buyer at least 3business days prior to the Closing,Escrow Holder shall at the Closing deduct from Seller'sproceeds and remitto theInternal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign sellers. (e) If thePropertyis located in California,an affidavitexecuted by Sellerto theeffectthat Selleris nota''nonresident" within the meaning of California Revenue and Tax Code Sec Ɵon 18662 or successor statutes. If Seller does not provide such affidavit in form reasonably saƟsfactory to Buyer at least 3business days priorto theClosing, Escrow Holder shall atthe Closing deduct from Seller'sproceeds and remit totheFranchise TaxBoard such sumas is required bysuchstatute. (f) If applicable,abill ofsale,duly executed,conveying Ɵtleto anyincluded personal propertyto Buyer. (g) If theSeller isa corporaƟon, aduly executedcorporate resoluƟon authorizing the execuƟonof thisAgreementand thesale ofthe Property. 10.3 Buyer shalldeliver to Seller through Escrow: (a) The cashporƟon ofthePurchase Priceand suchaddiƟonal sumsasare required of Buyerunder this Agreementshall bedeposited by Buyerwith Escrow Holder,byfederal funds wiretransfer,or any other method acceptableto Escrow Holder in immediatelycollectable funds,no later than 2:00 P.M. o n the business day priorto the Expected Closing Date provided, however,that Buyershallnot berequired todeposit such monies into Escrow ifat the Ɵme setfor the deposit of such monies Seller is in default or has indicated that it will not perform anyofits obligaƟons hereunder. Instead,in such circumstances in order to reserve itsrights toproceed Buyerneed only provide Escrow withevidence establishing thatthe required monies wereavailable. (b) Ifa Purchase Money Noteand Purchase MoneyDeed ofTrust are called for by this Agreement,the duly executed originals ofthosedocuments,the Purchase Money Deed of Trust being in recordable form, together with evidence of fire insurance on the improvements in the amount ofthe full replacement cost naming Seller as amortgageloss payee,and a real estate taxservicecontract (at Buyer's expense),assuring Seller ofnoƟce ofthe status ofpayment ofreal property taxesduring thelife ofthePurchase MoneyNote. (c) TheAssignment and AssumpƟon ofLessor's Interest in Lease formspecified in paragraph 10.2(c) above,duly executed byBuyer. (d) AssumpƟons duly executed by Buyer ofthe obligaƟonsof Sellerthataccrue aŌerClosing under any OtherAgreements. (e) If applicable,awriƩen assumpƟon duly executed by Buyer ofthe loan documents with respect to ExisƟng Notes. (f) If theBuyeris acorporaƟon, aduly executed corporate resoluƟon authorizing theexecuƟon ofthis Agreementand thepurchase of theProperty. 10.4 At Closing,Escrow Holder shallcause to beissued to Buyer astandard coverage (or ALTA extended,ifelected pursuant to 9.1(g))owner's form policy of Ɵtle insurance effecƟve asof theClosing,issued bythe TitleCompany inthefull amountof thePurchasePrice, insuring Ɵtle to the Property vestedin Buyer, subject only to the excepƟons approved by Buyer. In theevent thereis aPurchaseMoneyDeed of Trust in this transacƟon,the policyof Ɵtle insuranceshall bea joint protecƟon policy insuring both Buyer and Seller. IMPORTANT:IN APURCHASEOR EXCHANGEOF REAL PROPERTY, IT MAY BEADVISABLETO OBTAIN TITLE INSURANCEIN CONNECTION WITH THE CLOSEOF ESCROWSINCE THEREMAY BEPRIORRECORDED LIENSAND ENCUMBRANCESWHICH AFFECTYOURINTEREST INTHE PROPERTYBEINGACQUIRED. A NEWPOLICY OF TITLE INSURANCESHOULD BEOBTAINEDIN ORDER TO ENSUREYOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING. 11. ProraƟons andAdjustments. 11.1 Taxes . Applicable real property taxes and specialassessment bonds shall be prorated through Escrow as ofthedate ofthe Closing,based upon thelatest taxbill available. TheParƟesagree toprorate asof theClosingany taxesassessed againsttheProperty bysupplemental billleviedby reasonof eventsoccurring prior to the Closing. Payment of the prorated amount shallbe madepromptlyin cash upon receipt ofa copyof anysupplementalbill. 11.2 Insurance.WARNING :Any insurancewhich Sellermayhave maintainedwill terminateonthe Closing. Buyerisadvised toobtain appropriate insurance to cover the Property. 11.3 Rentals, InterestandExpenses. Scheduled rentals,intereston ExisƟng Notes, uƟliƟes,andoperaƟng expenses shall be prorated as ofthe date of Closing. The ParƟes agree to promptly adjust between themselves outside ofEscrow anyrents received aŌer the Closing. 11.4 Security Deposit. Security Deposits held bySellershall be given to Buyer as acredit to the cash required of Buyerat the Closing. 11.5 Post Closing MaƩers.Anyitemto be prorated that is not determined or determinable at theClosing shall bepromptly adjusted by theParƟes by appropriate cash paymentoutside oftheEscrow when the amountdue isdetermined. 11.6 Varia Ɵons in ExisƟng Note Balances.In theevent that Buyer is purchasing the Propertysubject to an ExisƟng Deed of Trust(s),and in theevent that a Beneficiary Statement asto the applicable ExisƟng Note(s)discloses thatthe unpaid principal balance ofsuch ExisƟngNote(s)at theclosing willbemore orless than the amount set forth in paragraph 3.1(c) hereof("ExisƟng NoteVariaƟon"),then thePurchase MoneyNote(s) shallbereduced or increased by an amount equal to suchExisƟng NoteVariaƟon. Ifthere isto beno Purchase MoneyNote, thecash required atthe Closingper paragraph3.1(a)shall bereduced orincreased bythe amountof suchExisƟng NoteVariaƟon. 11.7 Varia Ɵons in New Loan Balance.In theevent Buyer is obtaining aNew Loan and theamount ulƟmately obtained exceeds theamount set forth in paragraph 5.1, then the amountofthe Purchase Money Note, if any,shallbe reduced by the amountof such excess. 11.8 Owner's AssociaƟon Fees.Escrow Holder shall:(i)bring Seller's account with theassociaƟon current and pay anydelinquencies or transfer fees from Seller'sproceeds, and(ii) payanyup frontfees required by theassociaƟonfrom Buyer'sfunds. 12.RepresentaƟons and WarranƟes of Seller and Disclaimers. 12.1 Seller's warranƟesandrepresentaƟons shallsurvive theClosingand delivery of the deedfor aperiod of3years, andany lawsuitor acƟonbasedupon them must be commenced within such Ɵmeperiod. Seller's warranƟes and representaƟons aretrue,materialand relied upon by Buyer and Brokers in all respects. Seller hereby makes thefollowing warranƟesandrepresentaƟons to Buyer and Brokers: (a)Authority of Seller.Seller is theowner ofthe Property and/or has thefull right,power and authorityto sell,convey and transfer the Propertyto Buyer asprovided herein, and toperformSeller's obligaƟons hereunder. (b)Maintenance During Escrow and Equipment CondiƟon At Closing.Exceptas otherwise provided in paragraph 9.1(n) hereof,Seller shall maintain the PropertyunƟl theClosing initspresent condiƟon, ordinary wearand tearexcepted. (c)HazardousSubstances/Storage Tanks .Seller has no knowledge,except as otherwise disclosed to Buyer in wriƟng,oftheexistence or prior existence onthe Property of anyHazardous Substance, norof theexistence orpriorexistence ofany aboveorbelow ground storage tank. DocuSign Envelope ID: 31B30D84-D6CB-4883-B1CD-40AE38862014 ________ ________ ________ ________ INITIALS INITIALS © 2019AIR CRE. AllRights Reserved. Last Edited: 1/27/202110:07 AM OFA­20.20, Revised10­22­2020 Page 5 of 8 (d)Compliance.Exceptas otherwisedisclosed in wriƟng,Seller has no knowledge ofany aspect or condiƟon ofthe Propertywhich violates applicable laws,rules, regulaƟons, codes or covenants, condiƟons orrestricƟons, orof improvementsoralteraƟons madeto theProperty without apermit where onewas required,or ofany unfulfilled order or direcƟve of anyapplicable governmental agency or casualtyinsurance companyrequiring any invesƟgaƟon,remediaƟon,repair, maintenance or improvement be performed onthe Property. (e)Changes in Agreements.Prior to the Closing,Seller willnot violateor modify anyExisƟng Leaseor Other Agreement,or createany new leases or otheragreements affecƟng the Property, without Buyer's wriƩenapproval, which approval willnotbe unreasonably withheld. (f)Possessory Rights. Seller has no knowledge that anyone will,at theClosing,have anyright to possession oftheProperty,except as disclosed bythis Agreementor otherwisein wriƟngtoBuyer. (g)Mechanics'Liens.Thereareno unsaƟsfied mechanics'or materialmens'lien rights concerning the Property. (h)AcƟons,Suits orProceedings. Sellerhas noknowledge ofanyacƟons, suits or proceedings pending or threatened before any commission, board, bureau,agency,arbitrator,court or tribunal that would affect theProperty or theright to occupy or uƟlizesame. (i)NoƟceof Changes. Sellerwill promptly noƟfyBuyer andBrokers inwriƟngof anyMaterial Change(seeparagraph 9.1(o))affecƟng the Property that becomes known to Seller prior to the Closing. (j)NoTenantBankruptcy Proceedings.SellerhasnonoƟceor knowledge that anytenantof theProperty is thesubject ofa bankruptcy or insolvency proceeding. (k)NoSeller BankruptcyProceedings. Selleris not the subject ofa bankruptcy, insolvency or probate proceeding. (l)Personal Property.Seller has no knowledge that anyone will,at theClosing,have anyright to possession of anypersonal property included in the Purchase Price norknowledge ofanyliens orencumbrances affecƟngsuch personalproperty, except asdisclosed bythisAgreement orotherwise inwriƟngto Buyer. 12.2 Buyer hereby acknowledges that,except as otherwise stated in this Agreement,Buyer is purchasing theProperty in its exisƟng condiƟon and will,by the Ɵmecalled forherein, makeorhave waivedall inspecƟons of thePropertyBuyer believesare necessarytoprotect itsown interestin,and itscontemplated useof, the Property. TheParƟes acknowledge that,except as otherwise stated in this Agreement,no representaƟons,inducements,promises,agreements,assurances,oralor wriƩen, concerning the Property, oranyaspect ofthe occupaƟonalsafety andhealthlaws, Hazardous Substance laws,orany otheract, ordinance orlaw, havebeen madeby either Party or Brokers,or relied upon byeither Party hereto. 12.3 In theeventthat Buyerlearns thataSeller representaƟon or warrantymightbe untrueprior totheClosing, and Buyer electsto purchase theProperty anywaythen,and in that event,Buyer waives any right that it mayhave to bring an acƟon or proceeding against Seller or Brokers regarding said representaƟon or warranty. 12.4 Any environmentalreports, soils reports, surveys, andothersimilar documentswhich werepreparedby third party consultants andprovided toBuyer by Seller or Seller's representaƟves,havebeen delivered as an accommodaƟon to Buyer and without anyrepresentaƟon or warranty as to the sufficiency,accuracy, completeness, and/or validityof saiddocuments,all ofwhich Buyerrelies onatits ownrisk. Sellerbelieves saiddocuments tobeaccurate, butBuyer isadvised to retain appropriate consultants to review said documents and invesƟgate the Property. 13. Possession. Possession of the Property shall be given to Buyer at the Closing subject to therights oftenants under ExisƟng Leases. 14. Buyer's Entry. At any Ɵmeduring theEscrow period,Buyer,and its agents and representaƟves,shall havethe right at reasonable Ɵmes and subject to rights oftenants,to enter upon the Property forthe purpose ofmaking inspecƟons and testsspecified inthisAgreement. No destrucƟve tesƟng shall beconducted, however,without Seller's prior approval which shallnot beunreasonably withheld. Following anysuch entryor work,unless otherwise directed in wriƟng by Seller,Buyer shallreturn theProperty to the condiƟon itwas inpriorto suchentry orwork, including there­compacƟon orremoval ofanydisrupted soilor materialasSeller mayreasonably direct. Allsuch inspecƟons and tests and anyother work conducted or materials furnished with respect to the Property byor for Buyer shall bepaid for byBuyer as and when due andBuyer shallindemnify, defend, protect and holdharmless Sellerand theProperty of and from anyand all claims,liabiliƟes, losses,expenses (including reasonable aƩorneys'fees),damages,including thosefor injury to person or property,arising out of or relaƟng to anysuch workor materials or the acts or omissions of Buyer,its agentsor employeesin connecƟon therewith. 15.Further Documentsand Assurances. The ParƟes shalleach, diligentlyandin goodfaith, undertake all acƟons and procedures reasonablyrequired to place the Escrow in condiƟon forClosing asand when required by this Agreement. TheParƟes agreeto provide all further informaƟon,and to execute and deliver all further documents,reasonably required by Escrow Holderor theTitle Company. 16.AƩorneys'Fees. Ifany Partyor Brokerbringsan acƟonor proceeding (including arbitraƟon)involving the Propertywhether founded intort, contractor equity, orto declare rights hereunder,the Prevailing Party (as hereaŌer defined) in any such proceeding,acƟon,or appeal thereon,shall beenƟtled to reasonableaƩorneys'fees and costs. Such feesmay beawarded inthesame suitor recovered in aseparate suit, whether or notsuchacƟon orproceeding ispursued to decision or judgment. The term "Prevailing Party" shallinclude,without limitaƟon,aPartyor Broker who substanƟallyobtains or defeats the reliefsought,as the case maybe,whether by compromise, seƩlement, judgment,or theabandonment by theother Partyor Brokerofits claimor defense. The aƩorneys' fees award shallnot be computed in accordance with anycourt fee schedule,but shallbe such as to fully reimburse allaƩorneys'fees reasonablyincurred. 17. Prior Agreements/Amendments. 17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property. 17.2 Amendments tothisAgreement areeffecƟve onlyifmade inwriƟng andexecuted by Buyerand Seller. 18.Broker's Rights. 18.1 If this saleis notconsummated due tothe default of either theBuyer orSeller, thedefaulƟngParty shallbe liableto andshallpay toBrokers theBrokerage Fee that Brokers would have received had thesale been consummated. IfBuyer is the defaulƟng party,payment ofsaid BrokerageFeeis in addiƟon to any obligaƟon withrespect toliquidated orotherdamages. 18.2 Upon theClosing,Brokers are authorized to publicize the facts of this transacƟon. 19. NoƟces. 19.1 Whenever anyParty,Escrow Holder or Brokers herein shall desireto giveor serve anynoƟce,demand,request,approval,disapproval or other communicaƟon, each suchcommunicaƟon shallbein wriƟngand shall be delivered personally, by messenger, or by mail, postage prepaid, to the address set forth in this agreement or by facsimiletransmission,electronic signature,digital signature,or email. 19.2 Service ofanysuch communicaƟon shall bedeemedmade onthe date ofactual receiptif personallydelivered, or transmiƩedby facsimiletransmission, electronicsignature,digital signature,or email. Anysuch communicaƟon sent byregular mail shallbe deemed given 48 hours aŌer thesameis mailed. CommunicaƟons sent by United States Express Mail orovernight courier that guarantee nextday delivery shall be deemed delivered 24hours aŌer delivery of the sameto thePostal Serviceor courier. If such communicaƟon is received on aSaturday,Sunday or legal holiday,it shallbedeemed received on thenext business day. 19.3 Any Party or Broker hereto may from Ɵmeto Ɵme,by noƟceinwriƟng, designate a differentaddress to which,or adifferent personoraddiƟonal persons to whom,allcommunicaƟons arethereaŌer to bemade. 20. DuraƟon ofOffer. 20.1 If thisofferis not accepted bySelleron orbefore 5:00P.M.according to the Ɵmestandard applicable tothe cityof Fresno onthe date of January 27, 2021 ,itshall be deemed automaƟcallyrevoked. 20.2 The acceptanceofthis offer,or ofanysubsequent counteroffer hereto,that creates an agreement between theParƟes as described in paragraph 1.2,shall bedeemed madeupon delivery tothe otherParty oreither Brokerherein of aduly executed wriƟng uncondiƟonally accepƟng the lastoutstanding offer or counteroffer. 21. LIQUIDATED DAMAGES. (ThisLiquidatedDamages paragraphis applicableonlyif iniƟaledby bothParƟes). THE PARTIES AGREETHAT IT WOULDBE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TOSIGNING THISAGREEMENT,THE ACTUAL DAMAGES WHICH WOULDBE SUFFEREDBY SELLERIFBUYER FAILSTO PERFORMITS OBLIGATIONSUNDERTHIS AGREEMENT. THEREFORE,IF,AFTER THESATISFACTION ORWAIVER OF ALL CONTINGENCIESPROVIDED FOR THEBUYER'S BENEFIT,BUYER BREACHESTHIS AGREEMENT,SELLER SHALL BEENTITLED TOLIQUIDATEDDAMAGES IN THE AMOUNTOF (See Paragraph 26.2). UPONPAYMENT OF SAIDSUM TOSELLER, BUYERSHALLBE RELEASEDFROM ANYFURTHERLIABILITY TOSELLER, AND ANYESCROW CANCELLATIONFEES ANDTITLE COMPANY CHARGES SHALL BEPAID BYSELLER. DocuSign Envelope ID: 31B30D84-D6CB-4883-B1CD-40AE38862014 ________ ________ ________ ________ INITIALS INITIALS © 2019AIR CRE. AllRights Reserved. Last Edited: 1/27/202110:07 AM OFA­20.20, Revised10­22­2020 Page 6 of 8 Buyer's IniƟals Seller'sIniƟals 22. ARBITRATION OFDISPUTES.(ThisArbitraƟon ofDisputes paragraph isapplicable only if iniƟaledby both ParƟes.) 22.1 ANY CONTROVERSY ASTO WHETHER SELLER IS ENTITLED TO LIQUIDATEDDAMAGESAND/OR BUYER IS ENTITLEDTO THERETURN OF THEDEPOSIT SHALLBE DETERMINEDBY BINDINGARBITRATIONADMINISTERED BYTHE JUDICIALARBITRATION &MEDIATIONSERVICES, INC.("JAMS") INACCORDANCEWITH ITSCOMMERCIAL ARBITRATION RULES ("COMMERCIAL RULES"). ARBITRATION HEARINGS SHALL BE HELDIN THE COUNTY WHERE THE PROPERTY IS LOCATED. SUCHCONTROVERSY SHALLBE ARBITRATED BYA SINGLEARBITRATOR, APPOINTED UNDER THE COMMERCIALRULES WHOHAS HADATLEAST 5YEARS OF EXPERIENCEIN THE TYPE OF REAL ESTATE THAT IS THESUBJECT OF THISAGREEMENT.THEARBITRATOR SHALL HEAR AND DETERMINESAID CONTROVERSY IN ACCORDANCEWITH APPLICABLELAW OFTHEJURISDICTION WHERETHE PROPERTY IS LOCATED, THEINTENTION OFTHE PARTIES ASEXPRESSED INTHIS AGREEMENT AND ANY AMENDMENTS THERETO,ANDUPON THEEVIDENCE PRODUCEDAT AN ARBITRATION HEARING.PRE­ARBITRATION DISCOVERY SHALL BE PERMITTEDIN ACCORDANCEWITH THECOMMERCIALRULES ORSTATE LAWAPPLICABLE TOARBITRATIONPROCEEDINGS. THEARBITRATOR SHALLRENDERAN AWARD WITHIN 30DAYS AFTER THE CONCLUSION OF THE HEARING,WHICH MAY INCLUDEATTORNEYS'FEESAND COSTSTOTHE PREVAILINGPARTY PER PARAGRAPH16 HEREOFAND SHALLBEACCOMPANIED BYA REASONEDOPINION. THEFAILUREOR REFUSALOF APARTYTO PAYSUCH PARTY’S REQUIREDSHARE OF THE DEPOSITSFOR ARBITRATOR COMPENSATION OR ADMINISTRATIVECHARGES SHALL CONSTITUTE AWAIVER BY SUCHPARTY TO PRESENT EVIDENCE OR CROSS­EXAMINEWITNESSES, BUTSUCH WAIVERSHALLNOT ALLOWFOR ADEFAULT JUDGMENTAGAINSTTHE NON­PAYING PARTY IN THE ABSENCE OF EVIDENCE ANDLEGAL ARGUMENT AS THE ARBITRATOR MAY REQUIREFOR MAKINGAN AWARD.JUDGMENT MAY BEENTERED ON THEAWARD IN ANY COURT OF COMPETENTJURISDICTION NOTWITHSTANDING THE FAILUREOFA PARTY DULY NOTIFIED OF THEARBITRATIONHEARING TOAPPEAR THEREAT. 22.2 BUYER'S RESORTTO OR PARTICIPATIONIN SUCHARBITRATIONPROCEEDINGS SHALLNOT BAR SUITIN ACOURTOF COMPETENTJURISDICTION BYTHE BUYERFOR DAMAGESAND/OR SPECIFICPERFORMANCEUNLESS ANDUNTIL THEARBITRATION RESULTSINAN AWARDTO THESELLEROF LIQUIDATEDDAMAGES, IN WHICHEVENT SUCHAWARD SHALLACTAS ABAR AGAINSTANY ACTIONBYBUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE. 22.3 NOTICE: BYINITIALINGIN THESPACE BELOWYOUARE AGREEINGTO HAVE ANYDISPUTE ARISINGOUT OFTHEMATTERS INCLUDEDIN THE"ARBITRATION OF DISPUTES"PROVISIONDECIDED BYNEUTRALARBITRATION ASPROVIDED BYCALIFORNIA LAW ANDYOU AREGIVING UPANYRIGHTS YOU MIGHT POSSESSTO HAVETHE DISPUTELITIGATED INACOURT OR JURY TRIAL. BYINITIALING IN THESPACE BELOW YOU ARE GIVINGUP YOUR JUDICIALRIGHTS TO DISCOVERY AND APPEAL,UNLESS SUCHRIGHTS ARESPECIFICALLYINCLUDED INTHE "ARBITRATIONOF DISPUTES"PROVISION. IFYOU REFUSETOSUBMIT TOARBITRATION AFTER AGREEING TO THISPROVISION,YOU MAYBE COMPELLEDTO ARBITRATEUNDER THEAUTHORITYOF THECALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TOTHIS ARBITRATIONPROVISION ISVOLUNTARY. WEHAVE READAND UNDERSTANDTHEFOREGOING ANDAGREE TO SUBMIT DISPUTESARISING OUT OF THE MATTERSINCLUDEDIN THE"ARBITRATION OF DISPUTES" PROVISIONTO NEUTRALARBITRATION. Buyer's IniƟals Seller's IniƟals 23. Miscellaneous. 23.1 Binding Effect.This Agreement shall bebinding on theParƟes without regard to whether or notparagraphs 21 and 22 areiniƟaled byboth of theParƟes. Paragraphs21 and22 areeachincorporated intothis Agreementonly ifiniƟaledby bothParƟes atthe Ɵme thatthe Agreementisexecuted. Signatures tothis Agreement accomplished bymeans ofelectronicsignature or similar technology shall belegaland binding. 23.2 Applicable Law. This Agreementshall begoverned by, andparagraph 22.3isamended torefer to,thelaws ofthe statein which theProperty is located. AnyliƟgaƟon or arbitraƟon between theParƟes hereto concerning this Agreement shallbeiniƟated in the countyin which theProperty is located. 23.3 Time ofEssence. Timeis oftheessence ofthis Agreement. 23.4 Counterparts.This Agreement maybe executed byBuyer and Seller in counterparts,each ofwhich shallbedeemed an original,and all ofwhich together shallconsƟtute oneand thesameinstrument. Escrow Holder,aŌer verifying thatthe counterparts are idenƟcal except for thesignatures, isauthorizedand instructed to combine the signed signature pages on oneof thecounterparts,which shallthen consƟtute the Agreement. 23.5 Waiver of Jury Trial.THE PARTIESHEREBYWAIVE THEIRRESPECTIVE RIGHTSTOTRIAL BYJURY INANYACTION ORPROCEEDING INVOLVINGTHE PROPERTY OR ARISINGOUT OF THISAGREEMENT. 23.6 Conflict.Anyconflict betweenthe printedprovisions of thisAgreement andthetypewriƩen orhandwriƩen provisions shallbe controlled by the typewriƩen or handwriƩen provisions.Seller and Buyer must iniƟal any and all handwriƩen provisions. 23.7 1031 Exchange. Both Sellerand Buyeragreeto cooperate with eachotherin theevent thateitheror bothwish to parƟcipate ina1031 exchange. Any partyiniƟaƟng an exchange shallbear all costs of such exchange. The cooperaƟng Partyshall not have any liability(special or otherwise)for damages to the exchanging Party inthe eventthatthe saleis delayedand/or thatthesale otherwisefails toqualifyas a1031 exchange. 23.8 Days.Unless otherwise specifically indicated to thecontrary,theword "days"as used in this Agreement shallmean and refer to calendar days. 24. Disclosures RegardingThe Natureofa RealEstate AgencyRelaƟonship. 24.1 The ParƟes and Brokers agreethat their relaƟonship(s) shall begoverned bytheprinciples set forth in theapplicable secƟons of theCalifornia CivilCode,as summarizedin paragraph24.2. 24.2 When entering into a discussion with arealestateagent regarding arealestatetransacƟon,aBuyer or Seller should from theoutset understand what type ofagency relaƟonship or representaƟon ithas withthe agentor agentsinthe transacƟon. Buyer and Seller acknowledge being advised bythe Brokers in this transacƟon,as follows: (a)Seller's Agent. ASeller'sagent under a lisƟngagreement withtheSeller actsas theagentfor theSeller only. A Seller'sagent orsubagent hasthe following affirmaƟve obligaƟons: (1)To the Seller:A fiduciary duty of utmost care,integrity,honesty,and loyaltyin dealings with the Seller. (2)To the Buyerand the Seller:a.Diligent exerciseofreasonable skillsand carein performanceofthe agent'sduƟes. b.A dutyof honestandfair dealingand goodfaith. c.A dutyto disclose allfacts known to theagent materially affecƟng the valueor desirabilityofthe property that arenot known to,or within thediligent aƩenƟon and observaƟon of,the ParƟes. Anagent isnotobligated toreveal toeither PartyanyconfidenƟal informaƟonobtained from theother Partywhich doesnotinvolve theaffirmaƟve duƟes set forth above. (b)Buyer'sAgent. A selling agentcan, witha Buyer's consent,agree to act as agent forthe Buyer only. Inthese situaƟons, the agent isnotthe Seller's agent,even ifby agreement the agent mayreceive compensaƟon for services rendered,either in full or in part from the Seller. An agent acƟng onlyfor aBuyer has the following affirmaƟveobligaƟons. (1)To the Buyer:A fiduciary dutyofutmost care,integrity, honesty,andloyalty indealings withtheBuyer. (2)To the Buyer and the Seller:a.Diligent exerciseofreasonable skills and care in performance ofthe agent's duƟes. b. A duty of honest and fair dealing and good faith. c. A duty to discloseall factsknown totheagent materiallyaffecƟng thevalue ordesirability of theproperty thatarenot known to, orwithin the diligentaƩenƟon and observaƟon of,theParƟes. An agent is not obligated to reveal to either Party any confidenƟalinformaƟon obtained fromthe other Party which does not involvethe affirmaƟve duƟes setforth above. (c)AgentRepresenƟng BothSeller andBuyer. Areal estateagent, eitheracƟngdirectly orthrough one ormore associatelicenses, canlegallybe the agent of both the Seller and the Buyer in atransacƟon,but onlywith theknowledge and consent of both the Seller and the Buyer. (1)In adual agency situaƟon,the agenthas the following affirmaƟveobligaƟons to boththe Sellerand theBuyer:a. A fiduciary dutyofutmost care,integrity, honestyandloyalty inthe dealings with either Seller or the Buyer.b.Other duƟes to theSeller and theBuyer as stated above in their respecƟve secƟons (a)or (b) ofthis paragraph 24.2. (2)In represenƟng both Seller and Buyer, theagentmay not,without theexpress permission ofthe respecƟve Party, disclosetothe otherParty confidenƟalinformaƟon,including, but not limited to,facts relaƟng to either Buyer's or Seller's financial posiƟon,moƟvaƟons,bargaining posiƟon,or other personalinformaƟon that may impact price, including Seller's willingnessto acceptaprice lessthan thelisƟng priceorBuyer's willingness to payaprice greaterthan thepriceoffered. (3) Theabove duƟesofthe agent in arealestatetransacƟon do not relieve aSeller or Buyer from theresponsibility to protect their own interests. Buyer and Seller should carefully read all agreementsto assure that they adequately express theirunderstanding ofthe transacƟon. A realestate agentisa personqualified toadviseabout realestate. If legal or tax advice is desired,consult acompetent professional. Buyer has theduty to exercise reasonable care to protect Buyer,including as to thosefacts about the Propertywhich areknown toBuyeror withinBuyer's diligentaƩenƟon andobservaƟon. BothSeller andBuyershould strongly consider obtaining taxadvice from a competent professional because the federaland state taxconsequences ofa transacƟon can be complexand subject to change. (d)FurtherDisclosures. Throughout thistransacƟonBuyer and Seller mayreceivemore than one disclosure, depending upon thenumber ofagents assisƟng in thetransacƟon. Buyer and Seller should each read its contents each Ɵmeit is presented,considering therelaƟonship between themand thereal estate agentin thistransacƟon andthatdisclosure. Buyer andSeller eachacknowledge receipt ofa disclosure ofthe possibilityof mulƟple representaƟon by the Broker DocuSign Envelope ID: 31B30D84-D6CB-4883-B1CD-40AE38862014 ________________ ________________ INITIALS INITIALS © 2019AIR CRE. AllRights Reserved.Last Edited: 1/27/202110:07 AM OFA­20.20, Revised10­22­2020 Page 7 of 8 represenƟng that principal. This disclosure may be part ofa lisƟng agreement,buyer representaƟon agreement or separate document. Buyer understands that BrokerrepresenƟng Buyermay alsorepresent other potenƟalbuyers, whomay consider, makeoffers onor ulƟmately acquire the Property. Sellerunderstands that Broker represenƟng Seller may also represent other sellers with compeƟng properƟes that maybe ofinterest to this Buyer. Brokers have no responsibility with respect to anydefault orbreach hereof byeither Party. TheParƟesagree thatno lawsuitorother legalproceeding involvinganybreach ofduty, erroror omission relaƟng to this transacƟon maybebrought against Broker morethan oneyear aŌer theDate ofAgreement and that the liability(including court costs and aƩorneys' fees), of any Broker with respect to any breach of duty, error or omission relaƟngto thisAgreementshall notexceed thefeereceived bysuch Broker pursuant tothis Agreement;provided,however,that theforegoing limitaƟon on each Broker's liability shallnot be applicable to anygross negligence or willful misconduct ofsuch Broker. 24.3 ConfidenƟal InformaƟon.Buyer and Seller agreeto idenƟfy to Brokers as "ConfidenƟal"any communicaƟon or informaƟon given Brokers that is considered bysuch Partyto beconfidenƟal. 25.ConstrucƟon of Agreement.In construing this Agreement,allheadings and Ɵtles are for the convenienceofthe ParƟes only and shallnot beconsidered apart ofthis Agreement. Whenever required by thecontext, thesingular shall include the plural and viceversa. This Agreement shallnotbe construed as ifprepared by oneof theParƟes,but rather according to its fair meaning as awhole,as if both ParƟes had prepared it. 26. AddiƟonal Provisions. AddiƟonalprovisions ofthis offer, if any, are as follows or are aƩached hereto byan addendum oraddenda consisƟng of paragraphs 26.1 through 26.2 .(If there are no addiƟonal provisions write"NONE".) 26.1 Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate Preparation Clause: This Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate has been prepared by Lee & Associates at the request of the Buyer. The Buyer agrees to indemnify and hold harmless Lee & Associates, its respective agents and employees, for any liability of loss, including without limitation, attorney fees and costs that may be occasioned as a result of completing this Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate. The Buyer acknowledges being advised by Lee & Associates to have this Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate reviewed by their respective attorneys, accountants, or insurance agents for professional advice. Disclaimer: The information contained herein has been obtained from sources believed reliable, but not guaranteed. While we do not doubt its accuracy, we have not verified it and make no guarantee, warranty or representation about it. Any projections, opinions, assumptions or estimates used are for example only and do not represent the current or future performance of the property. Purchasers should conduct a careful, independent investigation of the property during a due diligence period to determine to their satisfaction the accuracy and completeness of the information contained herein. 26.2 Upon mutual execution of the Purchase and Sale Agreement, Buyer shall deposit with Escrow Holder the sum of as Buyer’s earnest Money Deposit (as “Buyers Deposit”. On Day Thirty (30) of the escrow period Buyer shall release of the deposit to the Seller and shall deposit and additional Buyer shall release of the deposit for every thirty-day escrow extension period and which shall be replaced within 5 days of the release of the deposit. Buyer shall have the option to extend up to 6 times for a total of 180 days. Buyer shall have a governmental approval contingency for city and state approval for the Retail Use of cannabis.Buyer shall be able to cancel the escrow at any time but shall forfeit any of the deposits released to the Seller. Close of escrow shall occur on the city’s approval for the retail use of cannabis. ATTENTION :NO REPRESENTATION OR RECOMMENDATION ISMADE BY AIR CREOR BY ANY BROKER ASTO THELEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCESOF THISAGREEMENT ORTHETRANSACTION TOWHICH ITRELATES. THEPARTIES AREURGED TO: 1.SEEK ADVICE OF COUNSEL AS TOTHE LEGAL ANDTAX CONSEQUENCESOF THISAGREEMENT. 2. RETAINAPPROPRIATE CONSULTANTSTOREVIEW ANDINVESTIGATE THECONDITIONOF THEPROPERTY. SAIDINVESTIGATION SHOULDINCLUDEBUT NOT BELIMITED TO:THE POSSIBLEPRESENCEOF HAZARDOUSSUBSTANCES, THEZONING OF THE PROPERTY, THE INTEGRITY ANDCONDITION OF ANY STRUCTURES ANDOPERATING SYSTEMS, AND THESUITABILITYOF THEPROPERTY FORBUYER'S INTENDEDUSE. WARNING :IF THE PROPERTY ISLOCATEDIN ASTATEOTHER THAN CALIFORNIA,CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TOBE REVISEDTO COMPLYWITH THELAWS OFTHESTATE INWHICH THEPROPERTY ISLOCATED. NOTE: 1.THISFORM IS NOT FOR USEIN CONNECTION WITHTHE SALEOF RESIDENTIAL PROPERTY. 2. IFEITHER PARTY ISA CORPORATION,IT ISRECOMMENDEDTHAT THISAGREEMENT BESIGNED BYTWOCORPORATE OFFICERS. Theundersigned Buyer offers and agrees to buy the Property on theterms and condiƟons stated and acknowledges receipt ofa copyhereof. BROKER Lee & Associates Commercial Real Estate Services Inc. - South Bay dba Lee & Associates Los Angeles - Long Beach, Inc. AƩn:Trauger Ralston / Remington Moses Title:Principal / Principal Address:1411 W. 190th St., Suite 450 Gardena, CA 90248 Phone:(310)768-8800 Fax:(310)768-8978 Email:tralston@leelalb.com / rmoses@leelalb.com Federal ID No.: BrokerDRE License#:01069854 AgentDRE License#:01731383 / 01938772 Date: BUYER David Judaken and/or Assignee By: NamePrinted: Title: Phone: Fax: Email: By: NamePrinted: Title: Phone: Fax: Email: Address: Federal ID No.:TBD 27. Acceptance. 27.1 Seller accepts theforegoing offer to purchase the Property and hereby agrees to sell theProperty to Buyer on theterms and condiƟons therein specified. 27.2 In consideraƟon of real estate brokerage service rendered by Brokers, Seller agrees to pay Brokers a real estate Brokerage Fee in a sum equal to %of the Purchase Priceto bedividedbetween theBrokers asfollows:Seller'sBroker %and Buyer'sBroker 2 %. This Agreementshallserve asan irrevocable instrucƟonto EscrowHolder topaysuch BrokerageFee toBrokers outofthe proceeds accruing totheaccount ofSeller atthe Closing. 27.3 Seller acknowledges receipt of acopy hereofand authorizes Brokers to deliver asigned copy to Buyer. DocuSign Envelope ID: 31B30D84-D6CB-4883-B1CD-40AE38862014 1/27/2021 David Judaken ________________ ________________ INITIALS INITIALS © 2019AIR CRE. AllRights Reserved.Last Edited: 1/27/202110:07 AM OFA­20.20, Revised10­22­2020 Page 8 of 8 NOTE:APROPERTY INFORMATION SHEET ISREQUIRED TOBE DELIVEREDTO BUYER BY SELLER UNDER THIS AGREEMENT. BROKER AƩn: Title: Address: Phone: Fax: Email: Federal ID No.: BrokerDRE License#: Agent'sDRE License#: Date: SELLER Micheal Koomjan and Lisa Arnold By: NamePrinted:Micheal Koomjan Title: Phone:(559) 349-9074 Fax: Email: By: NamePrinted:Lisa Arnold Title: Phone: Fax: Email: Address: Federal ID No.: AIRCRE * hƩps://www.aircre.com * 213­687­8777 * contracts@aircre.com NOTICE:Nopart of theseworks may be reproduced in any form without permission in wriƟng. DocuSign Envelope ID: 31B30D84-D6CB-4883-B1CD-40AE38862014 1/27/20211/27/2021 ________ ________ ________ ________ INITIALS INITIALS © 2019AIR CRE. AllRights Reserved. Last Edited: 1/27/202110:07 AM AD­3.01, Revised10­22­2020 Page1 of 2 DISCLOSURE REGARDING REALESTATE AGENCY RELATIONSHIP (Asrequired by the Civil Code) Whenyou enterinto adiscussionwith areal estateagent regarding areal estatetransacƟon, youshould from theoutset understand whattype of agencyrelaƟonship or representaƟon you wish to have with theagent in the transacƟon. SELLER'SAGENT ASeller's agent under alisƟng agreement with the Seller acts as theagent for the Seller only. ASeller's agent or asubagent of that agent has thefollowing affirmaƟve obligaƟons: To the Seller:A fiduciary dutyof utmost care,integrity,honesty and loyaltyin dealings with theSeller. Tothe Buyer and the Seller: (a) Diligent exerciseof reasonable skilland care in performance of theagent's duƟes. (b) A duty ofhonest and fairdealing andgood faith. (c) Aduty to disclose allfacts known to the agent materially affecƟng thevalue or desirability ofthe property that are not known to,or within thediligent aƩenƟon andobservaƟon of,the parƟes. An agent is not obligated to reveal to either party any confidenƟalinformaƟon obtained from the other party that does not involvetheaffirmaƟve duƟes set forth above. BUYER'SAGENT ABuyer's agentcan, withaBuyer's consent,agree toact as agentfor theBuyer only. In thesesituaƟons, theagentis notthe Seller'sagent, even ifby agreementthe agent may receivecompensaƟon for services rendered,either in full or in part from the Seller. Anagent acƟng only for aBuyer has the following affirmaƟve obligaƟons: To the Buyer:A fiduciary duty of utmost care,integrity,honesty and loyaltyin dealings with theBuyer. Tothe Buyer and the Seller: (a) Diligent exerciseof reasonable skilland care in performance of theagent's duƟes. (b) A duty ofhonest and fairdealing andgood faith. (c) Aduty to disclose allfacts known to the agent materially affecƟng thevalue or desirability ofthe property that are not known to,or within thediligent aƩenƟonand observaƟonof, theparƟes. An agent is not obligated to reveal to either party any confidenƟalinformaƟon obtained from the other party that does not involvetheaffirmaƟve duƟes set forth above. AGENT REPRESENTING BOTHSELLER ANDBUYER Arealestateagent,eitheracƟng directly orthrough oneor moresalesperson and broker associates, can legallybe theagent ofboththe Sellerand theBuyer ina transacƟon,but onlywith theknowledge and consent of both the Seller and the Buyer. Ina dual agency situaƟon,theagent hasthe following affirmaƟve obligaƟons toboth theSeller andtheBuyer: (a) A fiduciary duty ofutmost care,integrity,honesty and loyalty in thedealings with either theSeller or theBuyer. (b) OtherduƟes tothe Sellerandthe Buyeras statedabovein theirrespecƟve secƟons. In represenƟng both Seller and Buyer,a dual agent maynot,without theexpress permission of the respecƟve party,discloseto the other party confidenƟal informaƟon,including, butnot limitedto,facts relaƟngto eitherthe Buyer'sorSeller's financial posiƟon, moƟvaƟons,bargaining posiƟon, orother personal informaƟon that mayimpact price,including the Seller's willingness to accept apriceless than the lisƟng priceor theBuyer's willingness to pay aprice greater than the price offered. SELLER AND BUYER RESPONSIBILITIES Eitherthe purchase agreement oraseparate documentwill containa confirmaƟonofwhich agentis represenƟngyouand whether that agentisrepresenƟng you exclusively in thetransacƟon or acƟng as adual agent. PleasepayaƩenƟon to that confirmaƟon to make sureit accurately reflects your understanding of your agent’s role. The above duƟes ofthe agentin areal estatetransacƟondo notrelieve aSelleror Buyerfrom theresponsibility to protecthis orher owninterests. Youshould carefully read allagreements to assure that theyadequately express your understanding ofthe transacƟon. Arealestate agent is aperson qualified to advise about realestate. If legalortax adviceis desired, consult acompetentprofessional. If youarea Buyer,you havetheduty toexercise reasonablecare toprotect yourself, including as to those facts about the propertywhich areknown to you or within your diligent aƩenƟon and observaƟon. Both Sellers and Buyers should strongly consider obtaining taxadvice from acompetent professional because the federal and state tax consequences of atransacƟoncan be complex and subject to change. Throughout your real property transacƟonyoumay receive more than one disclosure form, depending upon the number ofagents assisƟngin thetransacƟon. The law requires each agent with whomyou have more than acasualrelaƟonship to present you with this disclosure form. You should read its contents each Ɵme it is presented to you,considering therelaƟonship between youand the real estate agentin yourspecifictransacƟon.This disclosureform includestheprovisions of SecƟons2079.13 to2079.24, inclusive,of the Civil Code set forth on page2.Read it carefully.I/WE ACKNOWLEDGERECEIPT OF ACOPY OF THIS DISCLOSUREAND THE PORTIONS OF THE CIVIL CODEPRINTED ON THE BACK (OR ASEPARATEPAGE). BUYER: David Judaken and/or Assignee Buyer Seller Lessor Lessee Date: Buyer Seller Lessor Lessee Date: Agent:Lee & Associates Commercial Real Estate Services Inc. - South Bay dba Lee & Associates Los Angeles - Long Beach, Inc DRELic.#: 01069854 Real Estate Broker (Firm) By:Trauger Ralston / Remington Moses DRELic. #:01731383 / 01938772 Date: (Salesperson or Broker­Associate) THISFORM HASBEEN PREPAREDBYAIR CRE. NO REPRESENTATION ISMADEAS TO THE LEGALVALIDITYOR ADEQUACYOF THISFORM FOR ANYSPECIFIC TRANSACTION. PLEASESEEK LEGALCOUNSELAS TOTHE APPROPRIATENESSOF THISFORM. DocuSign Envelope ID: 31B30D84-D6CB-4883-B1CD-40AE38862014 1/27/2021 ________ ________ ________ ________ INITIALS INITIALS © 2019AIR CRE. AllRights Reserved. Last Edited: 1/27/202110:07 AM AD­3.01, Revised10­22­2020 Page2 of 2 DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP CIVIL CODESECTIONS 2079.13 THROUGH 2079.24(2079.16 APPEARS ONTHE FRONT) 2079.13.AsusedinSecƟons2079.7and 2079.14to 2079.24,inclusive, thefollowing terms have the following meanings: (a)“Agent” mean s aperson acƟng under provisions ofTitle 9 (commencing with SecƟon 2295)in a real property transacƟon,and includes aperson who is licensed as a realestate broker under Chapter 3 (commencing withSecƟon 10130) ofPart 1 ofDivision 4 ofthe Business and ProfessionsCode, and under whose license alisƟng is executed or an offer to purchase is obtained. The agent in the real property transacƟon bears responsibility for that agent’s salespersons or broker associates who perform asagents ofthe agent.When asalesperson orbroker associateowes aduty toany principal,or toany buyer or sellerwho isnot aprincipal, ina realproperty transacƟon,that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate funcƟons.(b)“Buyer” means a transferee in a real property transacƟon, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than acasual,transitory,or preliminary manner,with theobject of entering into a real property transacƟon.“Buyer” includes vendee or lessee of real property.(c)“Commercial real property” means all real property in the state, except (1) single­family residenƟal real property, (2) dwelling units made subject to Chapter 2(commencing with SecƟon 1940) ofTitle 5,(3) amobilehome,as defined inSecƟon 798.3,(4) vacant land,or (5) arecreaƟonal vehicle,as defined in SecƟon 799.29.(d)“Dualagent” means an agent acƟng,either directly or through asalesperson or broker associate,as agent for both the seller and the buyer in a real propertytransacƟon.(e)“LisƟng agreement”means awriƩen contractbetween aseller ofreal property andan agent,by whichthe agenthas beenauthorized to sellthe realproperty or to find or obtain abuyer,including rendering other services for which a real estate licenseis required to the seller pursuant to theterms ofthe agreement.(f)“Seller's agent” means a person who has obtained a lisƟng of real property to act as an agent for compensaƟon.(g)“LisƟng price” is the amount expressed in dollars specified in the lisƟng for which the seller is willing to sell the real property through the seller’s agent.(h)“Offering price” is the amount expressed indollars specified inan offer to purchase for which the buyer is willing to buy the real property.(i)“Offer to purchase” means a wriƩencontract executed by a buyer acƟng through a buyer’s agent that becomes the contract for the sale of the real property upon acceptance by the seller.(j)“Real property” means any estate specified by subdivision (1) or (2) of SecƟon 761 in property, and includes (1) single­family residenƟal property, (2) mulƟunit residenƟal property with more than four dwelling units,(3) commercial real property,(4) vacant land,(5) a ground lease coupled with improvements,or (6) a manufactured home as defined in SecƟon 18007 of the Health and Safety Code, ora mobilehome as defined in SecƟon 18008 of the Health and Safety Code, when offeredforsaleorsoldthroughan agent pursuant to the authority contained in SecƟon 10131.6 ofthe Business and Professions Code.(k)“Real property transacƟon” means atransacƟon for thesale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transacƟon, and includes a lisƟng or an offer to purchase.(l) “Sell,” “sale,”or “sold” refers to atransacƟon for the transfer ofreal property fromthe seller to thebuyer and includes exchanges of realproperty between the seller and buyer, transacƟons for the creaƟon of a real property sales contract within the meaning of SecƟon 2985, and transacƟons for the creaƟon of a leasehold exceeding one year’s duraƟon.(m)“Seller” means the transferor in a real property transacƟon and includes an owner who lists real property with an agent,whether or nota transferresults, orwho receivesan offerto purchase real property of whichhe orshe is theowner from an agenton behalfof another.“Seller” includes both avendor and alessor ofreal property.(n)“Buyer's agent” means an agent who represents abuyer in a real property transacƟon. 2079.14. A seller’s agent and buyer’s agent shall provide the seller and buyer in a real property transacƟon with a copy of the disclosure form specified in SecƟon 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in SecƟon 2079.15, as follows:(a)The seller’s agent, if any,shallprovide the disclosure formto the seller prior to entering into thelisƟng agreement.(b)Thebuyer’s agent shall provide the disclosure form to the buyer as soonas pracƟcable prior to execuƟon ofthe buyer’sofferto purchase. If theoffer to purchase isnot prepared bythe buyer’s agent, the buyer’s agentshall presentthe disclosure form to the buyer not later than the next business day aŌer receiving theoffer to purchase from the buyer. 2079.15.In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to SecƟon 2079.14, the agent shall set forth, sign, and date awriƩen declaraƟon ofthe facts of therefusal. 2079.16 Reproducedon Page1 ofthis ADform. 2079.17(a)As soon as pracƟcable, the buyer’s agent shall disclose to the buyer and seller whether the agent is acƟng in the real property transacƟon as the buyer’s agent,or as adualagent represenƟng both the buyer and the seller. This relaƟonship shall be confirmed in the contract to purchase and sell real property or in a separate wriƟng executed or acknowledged bythe seller, the buyer, and the buyer’s agentprior to or coincident with execuƟon of thatcontract by the buyer and the seller,respecƟvely.(b)As soon as pracƟcable,the seller’s agent shall disclose to the seller whether the seller’s agent is acƟng in the real property transacƟon as the seller’s agent, oras a dual agentrepresenƟng both the buyer and seller. This relaƟonship shallbe confirmed in the contractto purchase and sellreal property or in a separatewriƟng executed or acknowledged bythe seller and theseller’s agent prior to or coincidentwith theexecuƟon ofthat contract bythe seller. (C)CONFIRMATION: The following agency relaƟonships are confirmedfor thistransacƟon. Seller's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one):†the seller; or †both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one):†the Seller's Agent. (salesperson or broker associate); or †both the Buyer's Agent and the Seller's Agent. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one):†the buyer; or †both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one):†the Buyer's Agent. (salesperson or broker associate); or †both the Buyer's Agent and the Seller's Agent. (dual agent) (d)The disclosures and confirmaƟon required by this secƟon shallbe inaddiƟon to thedisclosure required bySecƟon 2079.14.An agent’sduty to provide disclosure and confirmaƟon ofrepresentaƟon in this secƟon maybe performed by arealestate salesperson or broker associateaffiliated with that broker. 2079.18 (Repealed pursuant to AB­1289,2017­18California LegislaƟvesession) 2079.19 The paymentof compensaƟon orthe obligaƟon to pay compensaƟon to anagent bythe sellerorbuyer isnot necessarilydeterminaƟve of aparƟcular agency relaƟonshipbetween an agent and theseller or buyer. AlisƟng agent and aselling agent mayagreeto share any compensaƟon or commission paid,or anyright to any compensaƟon or commissionfor whichanobligaƟon arisesas theresult ofareal estatetransacƟon, and theterms ofany such agreementshall notnecessarily be determinaƟve of aparƟcular relaƟonship. 2079.20 Nothing in this arƟcleprevents an agent from selecƟng,as acondiƟon of theagent’s employment,aspecificformofagencyrelaƟonship not specifically prohibited by thisarƟcle iftherequirements ofSecƟon 2079.14and SecƟon2079.17are compliedwith. 2079.21 (a)Adualagent maynot,without the express permission oftheseller,disclose to thebuyer any confidenƟalinformaƟon obtained from the seller.(b)Adual agentmay not,without theexpress permission ofthe buyer, disclose totheseller anyconfidenƟal informaƟonobtainedfrom thebuyer.(c)“ConfidenƟalinformaƟon” means facts relaƟng to theclient’s financial posiƟon,moƟvaƟons,bargaining posiƟon,or other personal informaƟon that mayimpact price,such as theseller is willing toaccept aprice lessthanthe lisƟngprice orthe buyer iswilling topay apricegreater than the priceoffered.(d)ThissecƟon does not alterinany waythe duty or responsibility of adual agent to any principal with respect to confidenƟalinformaƟon other than price. 2079.22 Nothing in this arƟcleprecludes aseller’s agent from also being abuyer’s agent.If aseller or buyer in atransacƟon chooses to not be represented by an agent,that does not, ofitself,make thatagent adual agent. 2079.23(a)Acontract betweentheprincipal andagent maybe modified oraltered to change the agency relaƟonship atany Ɵmebefore the performance of theact which is theobject oftheagency with the wriƩen consent oftheparƟes to the agencyrelaƟonship.(b)A lender or an aucƟon company retained by alender to control aspects ofa transacƟon ofreal property subject to this part,including validaƟng thesales price,shallnot require,as acondiƟon of receiving the lender’s approvalof thetransacƟon, thehomeowner or lisƟngagent todefend orindemnify the lender or aucƟoncompanyfrom anyliability allegedtoresult fromthe acƟons ofthe lender or aucƟon company.Any clause,provision,covenant,or agreement purporƟng to imposean obligaƟon to defend or indemnify alender or an aucƟon companyin violaƟonof thissubdivision is againstpublic policy,void, andunenforceable. 2079.24 Nothing inthis arƟcleshallbe construed to eitherdiminish theduty of disclosure owed buyersand sellers byagents and theirassociate licensees,subagents, and employees or to relieve agents and their associate licensees,subagents,and employees from liabilityfor their conduct in connecƟon with acts governed by this arƟcleor forany breachofa fiduciary duty ora dutyofdisclosure. AIR CRE * hƩps://www.aircre.com *213­687­8777 * contracts@aircre.com NOTICE: Nopart oftheseworks maybe reproducedin anyformwithout permissionin wriƟng. DocuSign Envelope ID: 31B30D84-D6CB-4883-B1CD-40AE38862014 SCHEDULE OF OWNERSHIP UPDATE Change the APPLICATION from LA FLEUR EXOTICS LLC to 1434 N VAN NESS LLC 1434 N VAN NESS LLC NAME TITLE ADDRESS OWNERSHIP % Andre R. Scott Jr CFO 5711 Florin Perkins Suite B, Sacramento, CA 95828 51% WonderBrett Retail Member 3030 Walnut Ave Suite 100, Long Beach, CA 90807 49% WONDERBRETT RETAIL LLC NAME TITLE ADDRESS WBR % 1434 % David Judaken Member 2877 Forrester Dr., Los Angeles, CA 90064 75% 36.75% 13TH FLOOR LLC Member 3030 Walnut Ave Suite 160, Long Beach, CA 90807 20% 9.8% Richard Lambertus Member 340 South Lemon Ave, Walnut, CA 91789 5% 2.45% When 1434 N VAN NESS LLC Articles of Organization and Statement of Information are complete, we will load into the portal.