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C-20-47 The Artist Tree Redacted
Applicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-47 Submitted On: Dec 04, 2020 Applicant Lauren Fontein 213-700-6858 lauren@theartisttree.com Applicant (Entity) Name: TAT Fresno II LLC DBA: The Artist Tree Physical Address: 7835 North Palm Ave. Suite 102 City: Fresno State: CA Zip Code: 93711 Primary Contact Same as Above? Yes Primary Contact Name: Lauren Fontein Primary Contact Title: Owner Primary Contact Phone: (213) 700-6858 Primary Contact Email: Lauren@theartisttree.com HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?: Yes Select one or more of the following categories. For each category, indicate whether you are applying for Adult-Use (“A”) or/and Medicinal (“M”) or both Both Please make one selection for permit type. If making multiple applications, please submit a new application for each permit type and proposed location. Permit Type Retail (Storefront) Business Formation Documentation: Limited Liability Company Property Owner Name: Park Place Retail Partners LP Proposed Location Address: 7835 North Palm Ave. Suite 102 City: Fresno State: CA Zip Code: 93711 Property Owner Phone: 5592668000 Property Owner Email: Cliff@tutelian.com Assessor's Parcel Number (APN): 40553067 Proposed Location Square Footage: Supporting Information Application Certification Owner Information 3624 List all fictitious business names the applicant is operating under including the address where each business is located: TAT Fresno II DBA The Artist Tree at 7835 North Palm Ave. Suite 102 93711 Has the Applicant or any of its owners been the subject of any administrative action, including but not limited to suspension, denial, or revocation of a cannabis business license at any time during the past three (3) years? No Is the Applicant or any of its owners currently involved in an application process in any other jurisdiction? No I hereby certify, under penalty of perjury, on behalf of myself and all owners, managers and supervisors identified in this application that the statements and information furnished in this application and the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. I understand that a misrepresentation of fact is cause for rejection of this application, denial of the permit, or revocation of a permit issued. In addition, I understand that the filing of this application grants the City of Fresno permission to reproduce submitted materials for distribution to staff, Commission, Board and City Council Members, and other Agencies to process the application. Nothing in this consent, however, shall entitle any person to make use of the intellectual property in plans, exhibits, and photographs for any purpose unrelated to the City's consideration of this application. Furthermore, by submitting this application, I understand and agree that any business resulting from an approval shall be maintained and operated in accordance with requirements of the City of Fresno Municipal Code and State law. Under penalty of perjury, I hereby declare that the information contained in within and submitted with the application is true, complete, and accurate. Iunderstand that a misrepresentation of the facts is cause for rejection of this application, denial of a permit or revocation of an issued permit. A denial or revocation on these grounds shall not be appealable (FMC 9-3319(d)). Name and Digital Signature true Title Owner Please note: the issuance of a permit will be determined based on the application you submit and any major changes to your business or proposal (i.e. ownership, location, etc.) after your application is submitted may result in a denial. All applications submitted are considered public documents for Public Records Act request purposes. For details about the information required as part of the application process, see the Application Procedures & Guidelines, City of Fresno Municipal Code Article 33 and any additional requirements to complete the application process. All documents can be found online via this link. For questions please contact the City Manager’s Office at 559.621.5555. Owner Name: Clifford Tutelian Owner Title: Owner Owner Address: 1401 Fulton Street Ste. 210 Owner City: Fresno Business Name: The Artist Tree Application #: C-20-47 CANNABIS BUSINESS PERMIT APPLICATION REVIEW - RETAIL Points Possible All or None Exceptional Good Acceptable Applicant Score Evaluation Notes (Explain each time points are deducted) SECTION 1: BUSINESS PLAN 300 Points Possible for Section 1 Resume: Resumes Provided for All Owners: Score 5 5 5 Resumes Provided in 2-page Format: Score 2 2 2 Education: (select highest academic level among ownership team, cannabis specific education separately) Cannabis specific education/training (accredited)2 2 0 Not described High School Degree Reported: Score 4 4 - Bachelor's Degree Reported: Score 6 6 - Master's Degree or Higher Reported: Score 8 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 28 Construction Cost Estimate: Construction Cost Estimate Provided: Score 8 8 6 4 6 Needs more detail Construction Contingency Factor Included: Score 6 6 0 not included All Labor, Trades, Materials, Supplies and Permits and other Cost Factors Identified: Score 6 6 4 2 4 Needs more detail Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 1 Experience Operation and Maintenance Cost Estimates: Operation and Maintenance Cost Estimate Provided: Score 8 8 6 4 4 Disjointed and doesn't have 3 month projections All Labor, Trades, Materials, Supplies, Utilities, and other Cost Factors Identified: Score 6 6 4 2 4 Needs totals, more detail Annual Cost Escalators for Operating Costs Provided: Score 6 6 4 2 0 Not included Reference Data Provided for Unit Cost Factors: Score 5 5 3 1 0 Not included 1.2 Sub-Total:50 19 Proof of Capitalization Specific to one or more Owners: Score 5 5 5 Proof of Capitalization Specific to Business Name/Address: Score 5 5 5 Proof of Capitalization Sufficient to Cover Proforma (3 months) and Construction Costs: Score 15 15 15 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: Certified Audited Financial Report Provided for one or more Owners: Score 5 5 0 not included Score one of the following for a maximum 20 points: 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 45 Three Years of Data Provided: Score 10 10 8 6 8 Needs detail Total Gross Revenue Estimates Provided:3 3 3 Total Gross Revenue by Product Type (flower and manufactured) Identified:3 3 0 not included Total Personnel Costs Provided:5 5 4 3 5 Has separate breakdown of positions and how many hours/costs per position plus benefits and taxes, payroll costs, etc. Total Property Rental or Purchase Costs Provided:2 2 2 Total Utilities Costs Provided:2 2 2 Total Cannabis Product Purchase Expense Provided 2 2 2 All Contract Services Identified:2 2 2 Annual Net Revenue Identified:3 3 3 Annual Cost Escalators Identified:4 4 3 2 3 Most costs shown as escalating, no explanations Annual Estimated Sales Tax Payments to State Provided:2 2 0 not included Annual Estimated Sale Tax Payments to City of Fresno Provided:5 5 0 not included Annual Business Tax License and Cannabis Permit Fee Provided:2 2 2 Annual Net Income Provided:5 5 5 Scoring Guidance: full points for realistic figures for all three years. Dock points for severe miscalculations, unrealistic estimates, or providing less than the request three years. 1.4 Sub-Total:50 37 Hours of Operation Provided: Score 5 5 5 8am to 10pm 7 days Hours of Operation Provided for all 7 days of the week: Score 3 3 3 Hours of Operation Provided for Holidays: Score 2 2 0 unspecified Opening and Closing Procedures Provided: Score 10 10 8 6 10 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 18 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 II. Identify location and procedures for receiving deliveries during business hours.10 10 8 6 10 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: iii. Identify the name of the Point-of-sale system to be used and the number of Point-of-Sale locations.10 10 10 Blaze - 4 POS locations iv. The estimated number of customers to be served per hour/day.20 20 15 10 20 v. Describe the proposed product line to be sold and estimate the percentage of sales of flower and manufactured products.20 20 15 10 20 vi. If proposed, describe delivery service procedures, number of vehicles and product security during transportation. (if no delivery service application must state this clearly for full points)20 20 15 10 20 1.6 Sub-Total:100 100 Section 1 Total:300 247 SECTION 2: SOCIAL POLICY AND LOCAL ENTERPRISE 400 Points Possible for Section 2 Description of Commitment to pay a Living Wage provided: Score 10 10 8 6 10 Definition of Living Wage Provided: Score 5 5 4 3 0 did not reference source for Living Wage rate Living Wage Defined as Greater than Minimum Wage: Score 5 5 5 2.1 Sub-Total:20 15 Wages and Salary CCB Entry-Level Hourly Wage Greater than Minimum Wage 5 5 5 entry level wage 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 2 75% of premium covered Leave Benefits Number of Paid Vacation/PTO Days Per Year: (10+ days = excep; 6-9 days = Good; 3-5 days Acceptable)5 5 4 3 3 Number of Paid Holidays Per Year: (10 or more paid holidays = excep; 4-10 = Good; 1-3 Acceptable)5 5 4 3 0 unspecified 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 Retirement Offers employee retirement plan 2 2 2 Offers company match for employee retirement plan 2 2 2 50% match up to 6% of salary Criteria Narrative: Criteria Narrative: Criteria Narrative: 2.1 Describe whether the Commercial Cannabis Business is committed to offering employees a Living Wage. (20 points possible) Scoring Guidance: https://livingwage.mit.edu/counties/06019 2.2 Briefly describe benefits provided to employees such as health care, vacation, and medical leave, to the degree they are offered as part of employment. (50 points possible) 2.2 Sub-Total:50 29 CCB Provides Tuition Reimbursement for Certificates: Score 3 3 3 per month for employees enrolled in education program. 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 Cannabis training schools CCB Offers General Training for Health and Safety, Workplace Environment, Customer Service, etc. 5 5 4 3 5 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 10 Recruitment Plan Includes Hiring Targets (percentages) by Demographic Groups: Score 10 10 8 6 8 Exceeded FMC target, but did not describe other demogrphic hiring targets. 2.4 Sub-Total:50 38 Owners Number of Owners:7 Number of Owners that live within the City of Fresno:2 Number of Owners that live in the County of Fresno:0 Number of Owners that Own a Business in the City of Fresno:2 51%+ ownership interest percent of the Owners live or own a business in the City: Score 80 80 80 51%+ ownership interest percent of the Owners live or own a business in the County: Score 40 40 - Less than 50 percent equity of the Owners live or own a business in the City (If no owners are local, score zero)20 20 - Managers Number of Managers (salaried, non-owners) 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 20 Commitment to hire local managers 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 - Criteria Narrative: Criteria Narrative: Data, non-scored. Write response in Evaluation Notes column. Data, non-scored. Write response in Evaluation Notes column. IF full points achieved for Ownership category, don't score managers. Section is total of 80 points possible. 2.3 Describe compensation to and opportunities for continuing education and employee training.(20 points possible) 2.4 Describe the Commercial Cannabis Business plan to recruit individuals who meet the criteria listed in the Social Policy Section 9-3316 (b) (1) of the Fresno Municipal Code (FMC) and the percentage of local employees it hires. (50 points possible) 2.5 Describe the extent to which the Commercial Cannabis Business will be a locally managed enterprise whose owners and /or managers reside within or own a commercial business within the City of Fresno, for at least one year prior to March 2, 2020.(80 points possible) 2.5 Sub-Total:80 80 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 2.7 Sub-Total:10 10 Work Force Plan Provided: Score 10 10 8 6 10 Commitment to Local Hire Provided:10 10 8 6 10 100% local hire commitment Commitment to Offer Apprenticeships Provided:10 10 8 6 10 Commitment paying for continuing education provided 10 10 8 6 10 Description of commitment to paying a living wage provide. (Score same as sec. 2.1)10 10 8 6 10 2.8 Sub-Total:50 50 CCB is willing to serve as Social Equity Business Incubator: Score 100 100 80 60 100 Mentorship and Training: Score yes Equipment Donation: Score Shelf Space: Score yes Legal Assistance: Score yes Finance Services Assistance: Score Other Technical Assistance: Score Funding .5% FCRF 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:100 100 Section 2 Total:400 362 Criteria Narrative: Criteria Narrative: 2.9 Describe whether the business is willing to serve as a Social Equity Business Incubator by offering support to local cannabis social equity businesses in the form of mentorship, training, equipment donation, a percentage of shelf space dedicated to Fresno equity business products, legal assistance, financial services assistance, or other technical assistance support.(100 points possible) Criteria Narrative: Data to inform score on first line of this section. Write response in Evaluation Notes column. 2.8.3. Commitment to pay a living wage to its employees 2.6 Describe the number of employees, title/position and their respected responsibilities.(20 points possible) 2.7 Describe whether the CCB has five (5) or more employees and whether it has signed a labor peace agreement allowing employees to unionize without interference. (10 points possible) 2.8 Provide a workforce plan that includes at a minimum the following provisions: (50 points possible) 2.8.1. Commitment for 30% of employees to be local hires; the business must show that it has either hired or made a good faith effort to hire bona fide residents of Fresno who have not established residency after the submission of an application for employment with the applicant/permittee. 2.8.2. Commitment to offer apprenticeships and/or compensation for continuing education in the field; and Criteria Narrative: Criteria Narrative: 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 10 CCB will established a dedicated contact person to receive complaints: Score 10 10 10 CCB will establish a dedicated phone number to receive complaints: Score 5 5 5 CCB will establish a dedicated email address to receive complaints: Score 5 5 5 CCB will establish a response time standard for returning complaint calls and emails: Score 5 5 5 CCB will schedule or participate in periodic community meetings to engage with residents about the CCB operation: Score 10 10 10 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 45 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 10 CCB will prepare a community outreach and engagement plan: Score 50 50 40 30 40 Needs more detail CCB will issue periodic Newsletters to community providing information about CCB operations 10 10 0 Info not provided CCB will hire residents from the community work at the CCB: Score 20 20 20 Scoring Guidance: full points for detailed proactive plan. Dock points for leaving out aspect, vagueness, or reactive plans. 3.2 Sub-Total:100 70 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 8 Needs more detail Nuisance odor control plan identifies locations where fugitive emissions may exit the premise boundary: Score 5 5 5 Stated in Section 3.5 Nuisance odor control plan describes specific odor control measures to reduce fugitive emissions exiting the premise boundary: Score 5 5 5 Stated in Section 3.5 CCB has established an odor reporting system: Score 5 5 5 Stated in Section 3.5 CCB will install a nuisance odor monitoring system: Score 10 10 10 Stated in Section 3.5 3.3 Sub-Total:40 38 Criteria Narrative: Criteria Narrative: Criteria Narrative: 3.1 Describe how the CCB will proactively address and respond to complaints related to noise, light, odor, litter, vehicles, and pedestrian traffic.(50 points possible) 3.2 Describe how the CCB will be managed to avoid becoming a nuisance or having impacts on its neighbors and the surrounding community.(100 points possible) 3.3 Describe odor mitigation practices.(40 points possible) 3.4 Identify potential sources of odor. (10 points possible) 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 10 Nuisance odor control plan describes specific odor control measures/techniques: Score 10 10 8 6 10 Odor control measures are identified for different nuisance odor sources: Score 10 10 10 3.5 Sub-Total:30 30 Nuisance odor control plan describes the operation, monitoring, and maintenance requirements for odor control measures: Score 10 10 10 Nuisance odor control plan describes the staff training required for system operations, maintenance, repair, and troubleshooting.10 10 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 10 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 10 3.7 Sub-Total:50 50 Section 3 Total:300 263 SECTION 4: SAFETY PLAN 300 Points Possible for Section 4 Safety Plan Prepared by Consultant: Score 10 10 10 Safey Plan Assessed by Consultant: Score (if prepared by, also give points for assessed by)10 10 10 Safety Plan Prepared for CCB Address (specific proposed location): Score 10 10 10 Safety Plan includes Site Plan of Premise: Score 10 10 5 mentioned streets only Safety Plan includes Building Layout Plan: Score 10 10 10 Criteria Narrative: 3.7 Describe the waste management plan. (50 points possible) 4.1 The Safety Plan shall be prepared and/or assessed by a professional fire prevention and suppression consultant. (50 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: 4.1 Sub-Total:50 45 Written Accident/Incident Procedure Provided: Score 20 20 15 10 10 Procedures Address Multiple Accident/Incident Scenarios: Score 10 10 8 6 0 no proceedures mentioned Total Number of Scenarios Described: Score 0 Active Shooter Incident Described: Score 10 10 0 not mentioned Robbery Incident Described: Score 10 10 0 not mentioned 4.2 Sub-Total:50 10 Evacuation Plan Provided: Score 20 20 15 10 20 Adequate Number of Evacuation Routes Identified: Score 20 20 15 10 20 Evacuation Route Distance to Public Right of Way: Score 10 10 8 6 5 streets mentioned, no map 4.3 Sub-Total:50 45 Location of Fire Suppression System Elements Identified: Score 10 10 10 Type of Fire Suppression System Elements Identified: Score 20 20 15 10 20 Location of Fire Extinguishers Identified: Score 10 10 10 Adequate Number of Fire Extinguisher Locations Identified: Score 10 10 8 6 10 4.4 Sub-Total:50 50 Written Procedure for Fire Emergencies Provided: Score 20 20 15 10 0 no written proceedures, cfc sited only from book Written Procedure for Medical Emergencies Provided: Score 20 20 15 10 0 Cardiac Arrest Medical Emergency Described: Score 20 20 15 10 0 not mentioned Gunshot Wound Medical Emergency Described: Score 20 20 15 10 0 not mentioned Other Medical Emergency Conditions Described: Score 20 20 15 10 0 4.5 Sub-Total:100 0 Section 4 Total:300 150 SECTION 5: SECURITY PLAN 300 Points Possible for Section 5 Security Plan Prepared by Consultant: Score 10 10 10 Security Plan Assessed by Consultant(if prepared by, also give points for assessed by): Score 10 10 10 Security Plan Prepared for CCB Address (specific proposed location): Score 10 10 10 Security Plan includes Site Plan of Premise: Score 10 10 10 Security Plan includes Building Layout Plan: Score 10 10 10 4.3 Describe evacuation routes. (50 points possible) 4.2 Describe accident and incident reporting procedures. (50 points possible) Criteria Narrative: 4.5 Describe procedures and training for all fire and medical emergencies.(100 points possible) 5.1 The Security Plan shall be prepared and/or assessed by a professional security consultant.(50 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: 4.4 Location of fire extinguishers and other fire suppression equipment. (50 points possible) Data-write response in Evaluation Notes Column 5.1 Sub-Total:50 50 Premises (Security) Diagram Provided: Score 20 20 15 10 20 Diagram is drawn to correct scale: Score 5 5 5 Diagram provides required details for premise: Score 5 5 5 Diagram shows the location of all security cameras: Score 5 5 5 Descriptions of activities to be conducted in each area of the premise 5 5 5 Limited-Access Areas Clearly Marked: Score 5 5 5 Number and Location of All Security Cameras Identified: Score 5 5 5 5.2 Sub-Total:50 50 Intrusion Alarm and Monitoring System Identified: Score 15 15 15 Name and Contact Information for Monitoring Company Provided: Score 5 5 5 Total Points of Entry into Premise Identified: Score 5 5 5 All Points of Entry to be Alarmed Identified:5 5 5 Type of Alarm Identified (motion, infrared, glass break, etc.): Score 10 10 10 Backup Power Supply Identified: Score 10 10 10 5.3 Sub-Total:50 50 Written Cash-Handling Procedure Provided: Score 30 30 20 15 30 Dual-Custody is Practiced for all cash handling: Score 10 10 10 Video Surveillance Used to Monitor All Cash Handling: Score 20 20 20 Armored Car Service Used for Bank Deposits: Score 10 10 10 All Cash Deposited weekly with Bank: Score 10 10 10 Onsite Vault Provided to Secure Cash Prior to Bank Deposit: Score 20 20 20 5.4 Sub-Total:100 100 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. 5.2.4 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) 5.5 Discuss whether the CCB will utilize the services of on-site security guards. Include in the discussion: (50 points possible) 5.3 Identify intrusion alarm and monitoring system including the name and contact information for the monitoring company (if the company has been selected).(50 points possible) Criteria Narrative: Criteria Narrative: Criteria Narrative: 5.2 Premises (Security) Diagram. In addition to diagrams submitted for other sections of the application, applicants are expected to submit a premises diagram (or site plan) which, focuses on the proposed security measures and how they relate to the overall business. (Pursuant to CCR Title 16, Division 42, §5006. Premises Diagram). 5.2.1 The diagram shall be accurate, dimensioned and to scale (minimum scale ¼"). The scale may be smaller if the proposed location exceeds more than a 1/2-acre parcel but must not be printed on larger than an 11" x 17" sheet of paper. (Blueprints and engineering site plans are not required at this point of the application process) 5.2.2 The diagram must be drawn to scale and clearly identify property boundaries, entrances, exits, interior partitions, walls, rooms, windows, and doorways. The activity in each room and the location of all cameras must be identified in the diagram. Criteria Narrative: CCB will use onsite security guards: Score 10 10 10 All onsite guards will be licensed and bonded: Score 10 10 0 No mention of being bonded All onsite security guards will be licensed to carry firearms: Score 10 10 10 Onsite security guards will be on duty before CCB opens for business: Score 10 10 10 Onsite security guards will be on duty after CCB closes for business: Score 10 10 10 5.5 Sub-Total:50 40 Section 5 Total:300 290 Section 1: Business Plan Total Points:300 247 Section 2: Social Policy & Local Enterprise Total Points:400 362 Section 3: Neighborhood Compatibility Total Points:300 263 Section 4: Safety Plan Total Points:300 150 Section 5: Security Plan Total Points:300 290 Total Points Achieved:1600 1312 82.00% TOTAL SCORE 5.5.1 Number of guards. 5.5.2 Hours guards will be on-site. Criteria Narrative: 5.5.3 Locations at which they will be positioned. 5.5.4 Guards' roles and responsibilities. City of Fresno Commercial Cannabis Business Permit Application EvaluationBusiness Name: The Artist Tree Application # C-20-47 Score 1 Score 2 Score 3 Average% Phase III Points Possible Phase III Points Actual Phase II Points Possible Phase II Points Actual Total Score Section 1: Business Plan 95%93%98%95.33%300 286.00 300.00 247 533 Section 2: Social Policy 90%95%90%91.67%500 458.33 400.00 362 820.33 Section 3: Neighborhood 95%93%95%94.33%300 283.00 300.00 263 546 Section 4: Safety 90%95%98%94.33%300 283.00 300.00 150 433 Section 5: Security 90%95%95%93.33%300 280.00 300.00 290 570 Section 6: Location 90%93%90%91.00%200 182.00 -0 182.00 Section 7: Community Benefits 90%95%90%91.67%500 458.33 -0 458.33 Total Score (points)2400 2230.67 1600.00 1312 3542.67 Total %88.57% INDEMNIFICATION AND HOLD HARMLESS AGREEMENT FOR COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION To the fullest extent permitted by law, the City of Fresno (City) shall not assume any liability whatsoever with respect to having issued a commercial cannabis business permit pursuant to Fresno Municipal Code Section. 9-3333 or otherwise approving the operation of any commercial cannabis business or cannabis retail business. In consideration for the submittal of an application for a commercial cannabis business permit application and/or issuance of a cannabis business permit, and to the furthest extent allowed by law, Applicant does hereby agree to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City, Applicant or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of the issuance of a cannabis business permit. Applicant’s obligations under the preceding sentence shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of City or any of its officers, officials, employees, agents or volunteers. Applicant must, at the time of permit issuance, maintain insurance at coverage limits and with conditions thereon determined necessary and appropriate from time to time by the City Manager. Applicant shall conduct all defense at his/her/its sole cost. The fact that insurance is obtained by Applicant shall not be deemed to release or diminish the liability of Applicant, including, without limitation, liability assum ed under this Agreement. The duty to indemnify shall apply to all claims regardless of whether any insurance policies are applicable. The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend exists regardless of any ultimate liability of Applicant. The policy limits do not act as a limitation upon the amount of defense and/or indemnification to be provided by Applicant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Applicant, its officials, officers, employees, agents, volunteers or invitees. City shall be reimbursed for all costs and expenses, including but not limited to legal fees and costs and court costs, which the city may be required to pay as a result of any legal challenge related to the city's approval of the applicant's commercial cannabis business permit. The City may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve any of the obligations imposed hereunder. This Indemnification and Hold Harmless Agreement shall survive the expiration or termination of the Application and/or Permit. The undersigned acknowledges that he/she (i) has read and fully understands the content of this Indemnification and Hold Harmless Agreement; (ii) is aware that this is a contract between the City and Applicant; (iii) has had the opportunity to consult with his/her attorney, in his/her discretion; (iv) is fully aware of the legal consequences of signing this document; and (v) is the Applicant or his/her/its authorized signatory. Signed on this day of 2020. Applicant Signature City Employee Signature Print Name and Company Name Print Name Address Title Telephone Number Telephone Number PARK PLACE Southwest Corner Palm & Nees Avenues Fresno, California Tenant: TAT Fresno II, LLC Premises Address: 7835 North Palm Avenue, Suite 102 Lease Date: December__, 2020 DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 1 Initials: ________ // ________ LANDLORD TENANT LEASE AGREEMENT This lease agreement (hereinafter referred to as “Lease”) is made and entered into on this __ day of December 2020 (“Commencement Date”), by and between Park Place Retail Partners, LP, a California Limited Partnership (hereinafter referred to as “Landlord”), and TAT Fresno II, LLC (hereinafter referred to as “Tenant”) (collectively the “Parties”, or individually a “Party”). ARTICLE 1. THE LEASE 1.01 LEASE PROVISIONS: (a) The Lease herein contains the covenants, terms and conditions de scribed below, a Rider and the following documents are attached hereto as exhibits and hereby made a part of this Lease: Rider to Lease - Exhibit “A” - Premises Location Plan Exhibit “A-1” - Legal Description of the Project Exhibit “B” - Rules and Regulations Exhibit “C” - Landlord’s Notice of Certain Term Dates Exhibit “D” - Work Letter Exhibit “E” - Sign Criteria (b) Project: The “Project” shall mean the area outlined on Exhibit “A,” and described in Exhibit “A -1” hereof, with improvements thereon from time to time constituting a commercial development, as such area and/or improvements may be changed and modified from time to time (to be known initially as Park Place), which Landlord intends to construct or cause to be constructed in the City of Fresno, California, or which, as of the date hereof, has been constructed, or partially constructed. To the extent that all of the improvements contemplated by Landlord have not been constructed as of the date hereof, it is expressly und erstood and agreed that Exhibit “A” is only the general layout and proposed manner of development of the Project, and is not and shall not be deemed to be a warranty, representation, agreement or undertaking on the part of Landlord that the Project will be exactly as shown, or that the area thereof will be or remain the same, or more or less, or that any or all buildings for which provision is made thereon will be constructed, or that such buildings will be located precisely within the areas shown on Exhibit “A,” or that such buildings will be of the dimensions or shapes shown; it being the intention of Exhibit “A” only generally to show diagrammatically, rather than precisely, the planned development of the Project as presently contemplated. Landlord, in its sole discretion, may, as to improvements not yet constructed, make changes to the Common Areas, and any stores, buildings or other improvements in the Project. Landlord may, in its sole discretion, add land or eliminate land therefrom, provided that Lan dlord in so doing, complies with all then applicable laws. Notwithstanding the foregoing, Landlord shall not change the size or location of the Premises without Tenant’s written consent, which consent may be granted or withheld in Tenant’s reasonable disc retion. (c) Notices. Subject to Paragraph 22.13, any notice under this Agreement may be (a) delivered by hand, (b) transmitted by fax (with a duplicate copy sent by first class mail, postage prepaid), (c) sent by certified or registered mail, postage prepaid, return receipt requested, or (d) sent by reputable overnight courier service, delivery charges prepaid. Notices shall be addressed as set forth below: To Tenant: TAT Fresno II, LLC 11330 Ventura Blvd. Studio City, CA 91604 Fax Number: Phone Number: To Landlord: Park Place Retail Partners, LP 1401 Fulton Street, Suite 210 Fresno, California 93721 Fax Number: Phone Number: 559 266 8000 Notices delivered by hand or by overnight courier shall be deemed given when actually received or when refused by their intended recipient. Faxed notices will be deemed delivered when a legible copy has been received (provided receipt has been verified by telephone confirmation or one of the other permitted means of giving notice under this Paragraph). Mailed notices shall be deemed given on the date of the first attempted delivery (whether or not actually received). Either the Tenant or the Lender may change its address for notice by giving at least fifteen days’ prior notice of such change to the other party. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 2 Initials: ________ // ________ LANDLORD TENANT (d) Summary of Certain Tenant Responsibilities: (i) The following, in addition to any other provisions of this Lease, are the direct responsibility of Tenant: 1) Ongoing cost of all utilities serving the Premises; 2) The costs of maintenance and repair of HVAC system serving the Premises (Landlord will cause HVAC to be maintained and repaired so as to keep said system in good working order, and will direct-bill Tenant for all costs associated thereto); 3) Janitorial service for and maintenance of the Premises; 4) Replacement of light bulbs within the Premises; 5) Replacement of broken glass (including plate glass) and doors within or demising the Premises; 6) Personal property taxes for personal property within the Premises; 7) All maintenance, repairs, janitorial services and cleaning within the Premises (including interior walls and interior ceiling) and window washing of the storefront of the Premises; 8) Tenant shall maintain the Premises in a manner, normal wear and tear excepted, such that such Premises are continuously fresh and appealing without noticeable deterioration. (ii) The following, in addition to any other provisions of this Lease, are the financial responsibility of Tenant through reimbursement to Landlord of Tenant’s share thereof: 1) Utilities for or serving Common Areas; 2) Janitorial and maintenance of Common Areas; 3) Maintenance and/or replacement of building methane monitoring/control systems; 4) Lighting within Common Areas (including bulbs); 5) Window washing within Common Areas, but excluding store fronts of the Premises and other premises; 6) Real estate property taxes and assessments relating to the Premises and Tenant’s prorated share of the property taxes and assessments relating to the Common Areas serving the Premises; 7) Personal property taxes applying to personal property within Common Areas; 8) Resurfacing of parking lot; 9) Repainting of exterior of the Common Areas; 10) Gardening and landscape maintenance; 11) Project insurance costs as set forth in this Lease; 12) Management of the Project; 13) Maintenance, repair and repainting of the exterior of the Premises; 14) Maintenance and repair of the roof of the Premises; 15) Insurance relating to the Building containing the Premises. (e) Tenant’s Under Canopy Sign Payment. The Under Canopy signage has been pre-manufactured by Commercial Neon. Tenant shall call for installation of signage within fifteen (15) days after attaining the Entitlements. Tenant is responsible for the manufacturi ng, installation and maintenance of Tenant’s name on the sign pursuant to Exhibit E. ARTICLE 2. LEASE OF PREMISES 2.01 LEASE TO TENANT: (a) In General. Landlord, in consideration of the Rent to be paid and the covenants to be performed by Tenant, Landlord does her eby lease unto Tenant, and Tenant hereby leases and takes from Landlord, for the Term, and at the rental and upon the covenants and conditions set forth herein, the Premises located in the Project commonly known as 7835 N. Palm Avenue, Fresno, California, Fresno County (herein “Premises”). By occupying the Premises, Tenant acknowledges that the Premises are acceptable and as agreed upon pursuant to the terms and conditions herein provided. (b) Premises. The Premises shall mean that portion of the building located at 7835 N. Palm Avenue, Suite 102 Fresno, California on land legally described on Exhibit “A-1” attached hereto. Exhibit “A-1” is a site plan indicating the current location of the Premises, including the Building and common areas, together the “Project.” It is agreed by the Parties that the Premises, as herein contemplated, contains approximately 3,624 rentable square feet. The Landlord and Tenant agree that the rent and additional rent set forth herein is based upon a per square foot rental rate multiplied by the approximate rentable square footage of the Premises and further that it is confirmed by the Parties that the actual square footage of the Premises is equal to the approximate square footage stated herein. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 3 Initials: ________ // ________ LANDLORD TENANT 2.02 DELIVERY OF POSSESSION: (a) Delivery of Premises. Landlord agrees to deliver to Tenant, and Tenant agrees to accept from Landlord, possession of the Premises in its then current “As-Is” condition, as shown on Exhibit “A”. Landlord shall deliver the 3,624 square feet Premise to Tenant in “broom clean” condition, as soon as the existing tenant vacates the Premises (the “Delivery Date”). Landlord represents that the lease of the Premises by the existing tenant will expire on January 31, 2021, and that if such tenant continues on i n a holdover possession, Landlord will take diligent measures to remove such tenant from the Premises as soon thereafter as possible. Tenant shall be permitted to occupy the Premises upon the Delivery Date (also referred to herein as the “Term Commencement Date”). (b) Landlord represents that, as of the Term Commencement Date, all structural parts of the Premises and the Building including, without limitation, the foundation, roof, exterior walls, and the Common Area plumbing, electrical and other mechanical systems, (a) meet and comply with all federal, state and local laws, ordinances and regulations and all handicapped accessibility standards, including, without limitation, those promulgated under the Americans With Disabilities Act (“ADA”), and (b) are in good, workable and sanitary order, condition, and repair at the time of delivery of the Premises to Tenant. (c) Inspection and Punchlist. n/a. 2.03 TENANT’S WORK: Tenant shall engage Tutelian & Co., Inc. to construct improvements to the Premises (collectively, “Tenant’s Work”) in order for Tenant to operate its business within the Premises so long as Tutelian & Co., Inc.’s written cost proposal for Tenant’s Work is within 10% of the total amount of any other written cost proposal Tenant obtains from a third party contractor to complete Tenant’s Work , in accordance with the terms of the Work Letter set forth as Exhibit “D”. Upon completion of the Tenant’s Work, Tenant shall open the Premises for business to the public fully stocked and fully staffed, and with the Premises and all of Tenant’s new fixtures, inventory and equipment therein. Methane. The Park Place project is located in an area, which is subject to State regulated rules and restrictions related to methane gas migration. As a result, any work which is performed by Tenant below the building slab will result in a necessary site visit by a licensed methane barrier contractor to repair, reseal and retest the underslab membrane. Tenant shall notify Landlord prior to cutting into slab for any purpose. Tenant recognizes and acknowledges that this necessary and additional expense will be a cost to be borne solely by the Tenant. 2.04 OTHER TENANCIES: Landlord reserves the absolute right to affect such other tenancies and uses in the Project as Landlord, in its sole business judgment, determines best promotes the interest of the Project, provided, however that Landlord understands and agrees that it will not author ize a use described in Fresno Municipal Code (“FMC”) Section 9-3306 or California Health and Safety Code Section 26054(b) to be located within the setback restrictions set forth in FMC Section 9-3307(c) in relation to the Premises. Landlord does not represent, and Tenant does not rely on the possibility, that any specific tenant or number of tenants will occupy space in the Project during the Term or any portion thereof. 2.05 LEASE YEAR: The term “Lease Year” as used herein shall mean the period commencing on the 1st day of the calendar month after possession of the Premises is delivered to the Tenant, and each consecutive twelve (12) month period during the Term (including Option Terms, if any) following the end of the First Lease Year. The parties acknowledge that, though the period before the Rent Commencement Date described below is part of a Lease Year, the term of the Lease shall continue for ten (10) Lease Years after the first day of the calendar month following the Rent Commencement Date. 2.06 POSSESSION AND PERMITTED USE: (a) Possession. Possession of the Premises shall be delivered to Tenant free and clear of all other tenants and occupancies. (b) Use. Tenant shall use the Premises solely for the purposes of the operation of general office, retail, and retail cannabis storefront uses (the “Permitted Uses”). Tenant is responsible for obtaining valid licenses and any other required entitlements, issued by the City of Fresno, the State of California, and any other government agency having jurisdiction over the intended Permitted Uses (the “Entitlements”), at Tenant’s sole cost and expense, prior to opening for business to the public. In addition, no cannabis business activity shall be permitted on the Premises until all Entitlements have been obtained and proof thereof has been provided to Landlord. Tenant shall not permit the Premises to be used for anything other than the Permitted Use without Landlord’s written approval. Notwithstanding the foregoing, Tenant shall not have the right to, nor shall it, apply for any entitlements that impose any liability, cost, or expense of any kind upon Lessor, or the Property. Lessor hereby agrees to reasonably cooperate with DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 4 Initials: ________ // ________ LANDLORD TENANT Tenant’s efforts to secure the Entitlements, so long as such cooperation is without any out-of-pocket cost to Lessor. Such cooperation shall include the execution by Lessor, as owner, of application, petitions, permits, approvals and similar documents. The Permitted Uses set forth in this Paragraph are subject to the terms, conditions, limitations and restrictions set forth in this Lease, including without limitation, those set forth in Paragraph 5.01 hereof, and may not violate the exclusive uses of other tenants within the Project. (c) Condition of Premises. Tenant shall, during the Term (including any period of renewal or extension), keep the Premises in a clean and wholesome condition, free of any objectionable noises, odors and nuisances, and shall comply and cause the Premises to comply with all Laws, including without limitation those created as or under the Americans with Disabilities Act of 1990, as amended to date (Tenant’s compliance obligations with respect to that Act are referred to as “Tenant’s Compliance Obligations”). All trash and rubbish of Tenant shall be deposited only in receptacles provided by Landlord and no other trash receptacles shall be permitted to remain outside the Premises. Landlord shall cause such receptacles to be emptied and trash removed, with the costs thereof to be included as Common Area Costs. (d) Hazardous Waste. Tenant shall not use or permit the use of the Premises or any part thereof in any way that violates any applicable Laws, including without limitation, federal, state, and local Laws regarding the use and storage of toxic and/or hazardous materials and/or disclosure and warning requirements for toxic, hazardous, mutagenic and/or carcinogenic substances. For purposes of this lease Cannabis or cannabis products shall not be considered hazardous materials. Tenant shall take reasonable actions to prevent any mold infestation, spore concentration, fungi growth and other microbial colonization or biological contamination from occurring in, on, under or in the vicinity of the Premises (including demising and exterior walls), and shall indemnify, defend and hold harmless Landlord from all costs, damages, losses, liabilities and expenses related thereto and all claims and causes of action alleged or asserted in connection therewith, except if and to the extent the same is directly and proximately caused by Landlord’s negligence or willful misconduct Tenant shall not cause or permit waste to occur in the Premises and shall not overload any floor or abuse the plumbing in the Premises. If Tenant shall fail to perform its obligations under this Paragraph 2.06, after seven (7) days written notice from Landlord, then, in addition to all other rights and remedies provided herein, Landlord shall have the right to cause such obligations of Tenant to be performed, and shall be entitled to be reimbursed from Tenant all reasonable costs and expenses incurred in connection therewith. Tenant covenants and agrees to indemnify, defend and save harmless Landlord from and against any and all penalties, damages, costs or expenses (including court costs and reasonable attorney’s fees) or fines or other charges imposed for any violation or purported violation of any and all Laws applicable to the use and occupancy of the Premises, including without limitation Tenant’s Compliance Obligations, whether occasioned by neglect, omission, or willful act of Tenant, its owners, concessionaires, contractors, agents, representatives or any person upon the Premises by license or invitation of Tenant, or holding or occupying the Premises or any part thereof by any right granted by Tenant, whether such grant is express or implied, except if and to the extent same is directly and proximately caused by Landlord’s negligence or willful misconduct. (e) Methane. The Park Place project is located in an area which is subject to State regulated rules and restrictions related to methane gas migration. As a result, any work which is performed by Tenant below the building slab will result in a necessary site visit by a licensed methane barrier contractor to repair, reseal and retest the underslab membrane. Tenant recognizes and acknowledges that this necessary and additional expense will be a cost to be borne solely by the Tenant. 2.07 TITLE OF LANDLORD: Landlord’s estate in the Project and Tenant’s leasehold estate in the Premises are subject to the liens or restrictions of (a) any matters or documents of record (the “Matte rs of Record”), including the effect of any recorded covenants, conditions, restrictions, easements, mortgages, deeds of trust, other financing documents, ground leases, or rights of way, (b) real estate taxes, assessments and similar charges, and amounts collected therewith, (c) unrecorded matters that do not have a material impact on the Premises, and (d) zoning, setback and other applicable Laws of the City, County and State where the Project is located. Tenant agrees that Tenant and all persons in possession of Tenant’s leasehold estate or holding under Tenant will conform to and will not violate the terms of any Matters of Record or applicable Laws. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 5 Initials: ________ // ________ LANDLORD TENANT 2.08 QUIET POSSESSION: Landlord agrees that Tenant, upon paying the Rent and performing the covenants and conditions of this Lease, may quietly have, hold and enjoy the Premises during the Term or any extension thereof, subject, however, to any right of entry specifically grante d to Landlord hereunder, any mortgages, deeds of trust, ground or underlying leases, agreements encumbrances to which this Lease is or shall become subordinate and the Matters of Record. 2.09 ENTRY BY LANDLORD: Landlord reserves, and shall at all reasonable times have, upon 24 hour notice to Tenant by Landlord (except for emergencies), the right to enter the Premises to inspect the same, to submit said Premises to prospective purchasers or tenants, to post notices of non-responsibility, to repair the Premises and any portion of the building of which the Premises are a part that Landlord may deem necessary or desirable, without abatement of Rent, and may for that purpose erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, always providing that the business of the Tenant shall not be interfered with unreasonably. Tenant hereby waives any claim for damages or for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby, unless unreasonably interfering with access to the Premises. Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency, in order to obtain entry to the Premises without liability to Tenant except for any failure to exercise due care for Tenant’s property. Any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under any ci rcumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof. Notwithstanding the above, Tenant shall comply with all state and local laws pertaining to security and surveillance requirements on the Premises, including but not limited to security access and ID badge requirements, surveillance and premises security requirements, and restrictions on hours of operation, all as set forth in the Medicinal and Adult-Use Cannabis Regulation and Safety Act (MAUCRSA) and its related regulations and by the City of Fresno. For any requested or required entry by Landlord, Tenant shall coordinate with Landlord to ensure that only authorized individuals may enter the Premises and only for the limited purposes required. Tenant shall ensure all individuals entering the Premises are properly supervised and guided so as to prevent any non-approved individual from accessing restricted areas or handling or accessing cannabis or cannabis products, or any other restricted substance or activity taking place on the Premises pursuant to the Agreed Use. Individual access permission shall be governed by the MAUCRSA and the terms of the Tenant’s cannabis licenses, and Tenant shall restrict and control access accordingly. 2.10 RENT COMMENCEMENT: The term “Rent” as used herein shall mean (i) the Minimum Annual Rent payable hereunder, (ii) all sums designated as “Additional Rent” to be paid by Tenant to Landlord h ereunder, (iii) Percentage Rent, if any and (iv) any other sums required to be paid by Tenant to Landlord hereunder. Notwithstanding the foregoing, during the “Premises Buildout Period” defined below, Rent shall abate”. The Premises Buildout Period shall commence on the Commencement Date and terminate on the earlier of (1) twelve (12) months after the date the City of Fresno selects Tenant as a top scoring applicant in its cannabis retail license application process and eligible to apply for a Cannabi s Conditional Use Permit (“Application Results Date”), or (2) the date on which Tenant opens its operations to the public. Tenant covenants to provide Landlord with prompt written notice of the effective date of the attainment of the Entitlements. Tenant covenants to diligently pursue opening of its operations to the public during the Premises Buildout Period. Payment of Rent shall commence upon expiration of the Premises Buildout Period (the “Rent Commencement Date”). The firm and actual Rent Commen cement Date under this Lease shall be as set forth in Exhibit “C.” 2.11 TERM: The term of this Lease shall commence as of the date Landlord delivers possession of the Premises to Tenant (“Term Commencement Date”) and shall continue for ten (10) Lease Years after the first day of the calendar month following the Rent Commencement Dat e (the “Term”). The Term Commencement Date and Expiration Date of this Lease shall be set forth in Landlord’s Notice of Certain Term Dates, which shall be in the form set forth in Exhibit “C” and shall be delivered to Tenant by Landlord promptly following the determination of the Term Commencement Date. 2.12 RENEWAL OPTIONS: Tenant shall have two (2) successive five (5) year options to renew the Term of this Lease at the expiration of the then-current Term on the same terms and conditions set forth herein, except that the Minimum Annual Rent in each respective Option Term shall be as specified below. When the renewal Option is properly exercised, the “Term” of this Lease shall include the relevant Option Term. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 6 Initials: ________ // ________ LANDLORD TENANT First Option Term Second Option Term The renewal Option must be exercised by Tenant giving Landlord irrevocable written notice of such exercise (a) during the Term (as the same may have been previously extended pursuant hereto), and (b) after the date that is after three hundred sixty (360) days and before one hundred eighty (180) days prior to the expiration of the then current Term (as the same previously may have been extended pursuant hereto) (each such written notice is referred to as an “Option Notice”); provided, however, that at Landlord’s election such renewal Option shall be deemed not to be properly exercised by Tenant notwithst anding the proper giving of such Option Notice if, as of the date on which Landlord receives the Option Notice, or at the end of the initial Lease Term or then current Option Term (whichever is applicable), Tenant is in default of any of its representations, warranties, covenants or obligations under this Lease. If an Option Notice is not properly given, or if a renewal Option is not exercised properly by Tenant, all subsequent Options to renew the Term of this Lease, if any, thereupon shall expire and be null and void for all purposes hereunder. ARTICLE 3. RENT 3.01 PAYMENT OF MINIMUM ANNUAL RENT: Minimum Annual Rent during the Term of this Lease (including renewals or extensions thereof, if applicable) shall be paid in advance on or before the first (1 st) day of each calendar month during the Term (including, if applicable, Option Terms) without any prior demand therefore and without any deduction offset whatsoever; and shall commence on the Rent Commencement Date. If the Rent Commencement Date is other than the first day of a calendar month, then the Minimum Annual Rent for the partial month, if any, in which the requirement to pay the Minimum Annual Rent commences, shall be prorated on a daily basis, based on a thirty (30) day month. Minimum Annual Rent during the initial Term of this Lease, for each Lease Year following the Rent Commencement Date, shall be as follows: 3.02 PROPERTY TAXES: (a) Beginning on the Rent Commencement Date and for the balance of the Term hereof (including renewal or extension Options, if any), Tenant shall pay to Landlord as Additional Rent Tenant’s Proportionate Share of the amount of Premises Property Taxes (as defined below). Such sum shall be prorated for any partial year on a daily basis based on a three hundred sixty (360) day year. Tenants Proportionate Share is estimated to be 32.30% [based on 3624 square DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 7 Initials: ________ // ________ LANDLORD TENANT feet of the Premises divided by 11,219 square feet of building that the Premises are a part]. (b) If the Premises and the underlying property are not separately assessed, but are assessed as part of the land and improvements on a larger parcel (hereinafter the “Larger Parcel”), Tenant’s share of the Premises Property Taxes shall be a fractional portion of all of the Premises Property Taxes imposed with respect to the Larger Parcel, the numerator of which is the Leasable area of the Premises and the denominator of which is the Leasable area of all the premises available for exclusive use and occupancy by tenants of the Larger Parcel. Tenant shall pay its share of Premises Property Taxes to Landlord as part of Common Area Costs at the times and in the manner provided for in Article 15. For purposes hereof an equitable adjustment shall be made for buildings which are only partially completed on the date such Premises Property Taxes become a lien. All sums payable by Tenant under this Article 3 shall be deemed to be Additional Rent owing to Landlord hereunder, and Tenant’s failure to pay any sums due hereunder shall constitutes default under this Lease equivalent to a failure to pay Minimum Annual Rent when due. (c) If any Premises Property Taxes (including any assessments which may be evidenced by improvement or other bonds) due hereunder may be paid in annual installments, only the amount of such annual installment (with an appropriate proration for any partial year) and interest charged thereon (if any) shall be included in the computation of annual Premises Property Taxes. If assessments only are payable in installments if interest is charged, Tenant must pay that interest if it has the benefit of the ability to pay in installments. (d) The term “Premises Property Taxes” shall include: (i) any fee, licens e fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, special assessment, business or improvement district charge or tax imposed by any taxing authority against the Premises, the Buildings, the Common Areas or the Project; (ii) any tax on Landlord’s right to receive, or the receipt of, rent or income from the Premises or the Project or on Landlord’s business of leasing space in the Project; (iii) any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Premises or Project by or through any governmental agency; (iv) any tax imposed upon this transaction or based upon a re-assessment of the Premises or Project due to a change in ownership or transfer of all or part of Landlord’s interest in the Premises or Project; and (v) any charge or fee replacing any tax previously included within the definition of real property tax. “Premises Property Taxes” do not, however, include Landlord’s federal, state income, franchise, inheritance or estate taxes. (e) It is anticipated that the Fresno County Tax Assessor will calculate real property taxes related directly to the Premises (the “Premises Taxes”). The Premises Taxes shall be payable by Tenant when due upon written notice from Landlord, together with Tenant’s prorated share of property taxes related to the common areas within the Project. 3.03 ADDITIONAL RENT: Tenant shall pay monthly, as Additional Rent, in addition to Tenant’s Proportionate Share of Premises Property, Tenant’s Proportionate Share of Common Area Expenses. Tenant’s Proportionate Share of Common Area Expenses presently 2.77% [based on 3624 square feet of the Premises divided by 130,830 square feet, which is the Leasable area of all the areas constructed and available for lease by tenants of the Project], but subject to change pursuant to Paragraph 15.03. Payment of the Additional Rent shall begin on commencement of the Rent Commencement Date. 3.04 INTEREST AND LATE CHARGES: If Tenant fails to pay, when due and payable, any Minimum Annual Rent, Additional Rent, or other Rent due from Tenant under this Lease, the unpaid amount shall bear interest at the Interest Rate (defined in Paragraph 22.15) from that date which is sixty (60) days following the d ue date with interest to continue to accrue until paid in full. Tenant acknowledges that its late payment of any monthly installment of Minimum Annual Rent will cause Landlord to incur certain costs and expenses not contemplated under this Lease, the exact amount of which is extremely difficult or impractical to fix. Such costs and expenses will include, without limitation, loss of use of money, administrative and collection costs, processing and accounting expenses. Therefore, if any installment of Mini mum Annual Rent is not received by Landlord from Tenant on or before the fifth (5th) day of the month for which such installment is past due, Tenant shall immediately pay to Landlord a late charge equal to s . Such late charge is in addition to any interest due pursuant to this Paragraph. Landlord and Tenant agree that the actual amount of costs and expenses that Landlord may have to incur and other dam ages that Landlord may suffer as a result of the late payment by Tenant of any such installment likely will be extremely difficult to ascertain, and that his late charge represents a reasonable estimate of such costs, DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 8 Initials: ________ // ________ LANDLORD TENANT expenses and other damages, and is and will be fair compensation to Landlord for its costs, expenses and damages incurred and suffered as the result of such late payment by Tenant. Acceptance of this late charge shall not constitute a waiver of Tenant’s default with respect to such late payment nor prevent Landlord from exercising any other rights and remedies that may be available to Landlord under this Lease. 3.05 PAYMENT OF RENT: All Rent due under this Lease shall be paid by Tenant to Landlord at Landlord ’s management office, or at such other place as may from time to time be designated by Landlord. In the event Landlord changes the location of the Landlord’s management office, Landlord shall provide such location to Tenant in writing at least ten (10) days prior to the next ensuing payment da te. ARTICLE 4. NOT USED. ARTICLE 5. CONDUCT OF TENANT’S BUSINESS 5.01 USES PROHIBITED: Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which is not within the permitted use of the Premises which will in any way inc rease the existing rate of or affect any fire or other insurance upon the Project or any of its contents, or cause a cancellation of any insurance policy. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights, including without limitation exclusive rights to sell one or more items, held from time to time by one or more other tenants or occupants of the Project, or injure any of them, or use or allow the Premises to be used for any immoral or unlawful purpose; nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall not commit or allow to be committed any waste in or upon the Premises. Tenant shall not use the risers, conduits or roof of the Premises for any purpose, nor install any cables, wiring or equipment thereon, therein or on or in any portion of the Common Areas, without Landlord’s prior written consent thereto. 5.02 COMPLIANCE WITH LAW: (a) In General. Tenant shall not use the Premises, or permit anything to be done in or about the Premises, which will in any way conflict with any Laws or other requirements of the state, county and city where the Project is located, now in force or which may hereafter be enacted or promulgated. Tenan t shall, at its sole cost and expense, promptly comply with all Laws now in force or which may hereafter be in force and with the requirements of any board of fire underwriters or other similar bodies now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises. The foregoing covenant shall not be interpreted, however, to prohibit Tenant from conducting activities described in the Permitted Uses, unless there is a substantial adverse change in the current enforcement policies of the state or federal government pertaining to cannabis related activities described as a Permitted Use. (b) Adverse Governmental Action. Subject to the provisions of Subsection (c) below, Lessor or Tenant shall each have the right to terminate this Lease if any governmental authority provides written notice threatening or initiating any enforcement action against Lessor, Tenant, or the Premises that is based upon any violation of local, state or federal laws regarding activities conducted on the Premises, including activities that are defined herein as Permitted Uses. For purposes of the foregoing, a enforcement action includes, but is no t limited to, changing applicable zoning, revoking a conditional use permit, or amending other land use classifications to attempt to prohibit Lessee’s Permitted Uses of Premises. An enforcement action also includes a civil action (including a nuisance claim) or criminal prosecution against Lessor or Tenant or any of the principals of either (including claims that may authorize forfeiture of property, including the Premises or any portion thereof or interest therein). A lease termination pursuant this Subsection may be initiated by Lessor or Tenant, based on their reasonable determination that such an enforcement action has been threatened, and shall take effect thirty (30) days following written notice provided to the other party that sets forth in det ail the factual and legal circumstances that such party has relied upon in reaching such determination. (c) Neither Tenant nor Lessor shall have the right to exercise termination rights under Subsection (b) above if the circumstance giving rise to the threatened enforcement action was caused by the willful and knowing violation of any existing applicable law by the party seeking to initiate such termination rights, unless the determination of a threatened enforcement action is based on a substantial adverse change in the current enforcement policies of the state or federal government pertaining to cannabis related activities described as a Permitted Use. In addition, Lessor shall not have the right to exercise termination rights under Subsection (b) above if the circumstance giving rise to the threatened enforcement action is caused by a change in the laws governing DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 9 Initials: ________ // ________ LANDLORD TENANT the cannabis related activities described as a Permitted Use, if it is possible for Tenant to comply with such new laws using commercially reasonable efforts, and Tenant has initiated and diligently pursued such reasonable efforts and obtains legal compliance with a reasonable period of time, and provided that during such period no enforcement has been initiated against Landlord, its affiliates, or the Property. (d) The Parties acknowledge that they are aware of and fully understand commercial cannabis activity is technically unlawful under federal law. In the event an enforcement action is initiated pursuant to federal law concerning the cannabis activities conducted by Tenant or Landlord’s lease of the Premises to the Tenant to conduct such cannabis related activities, Tenant agrees to indemnify Lessor from any attorney’s fees associated with defending such actions, and from any claims, losses or forfeitures related to such matters, to the fullest extent permitted under applicable law. The foregoing is expressly intended to be in addition to all indemnification obligations specified in Section 10.01 below. The Parties also hereby agree to waive illegality as a defense to any contract enforcement action, except for circumstances that would authorize a termination of the Lease pursuant to Section 5.02(b) or Section 5.02(c) above. 5.03 IMPROVEMENTS, ALTERATIONS AND ADDITIONS: Tenant shall not make or allow to be made any alterations, additions or improvements to or of the Premises or any part thereof, except for nonstructural alterations or improvements (a) for which Tenant shall have provided to Landlord preliminary plans prior to commence ment of the work thereon, and (b) which will not and do not change the exterior appearance of the Premises or Building, without first obtaining the written consent of Landlord. Any alterations, additions or improvements to or of said Premises, including, but not limited to, wall covering, paneling and built-in cabinet work, but excepting movable equipment, furniture and trade fixtures, shall at once become a part of the realty and belong to the Landlord and shall be surrendered with the Premises upon expir ation of the term. Tenant’s moveable equipment, furniture and trade fixtures shall be and remain the property of Tenant and Tenant shall have the right to remove any said items at any time subject to any reasonable restrictions imposed by Landlord and pro vided such removal is accomplished without any damage to the Premises or the Project arising therefrom. In the event Landlord consents to the making of any alterations, additions or improvements to the Premises by Tenant, the same shall be made by Tenant at Tenant’s sole cost and expense, in full compliance with all applicable Laws and in conformance with any reasonable conditions imposed by Landlord, including without limitation requirements of security for payment of mechanics and materialmen liens and f or obtaining all necessary or appropriate permits, approvals, licenses and consents related thereto. Upon the expiration or sooner termination of the Term hereof, Tenant shall, upon written demand by Landlord, given at least thirty (30) days prior to the end of the Term, at Tenant’s sole cost and expense, forthwith and with all due diligence, remove any alteration, additions, or improvements made by Tenant, designated by Landlord to be removed, and Tenant shall, promptly following the expiration or termination of this Lease at its sole cost and expense, repair any damage to the Premises caused by such removal, such obligation of Tenant to survive the termination or expiration of the term of this Lease. Tenant shall cause to be prepared “As Built” plans showing all improvements, alteration, or additions to or of the Premises, or any part thereof, and shall provide Landlord with a complete and accurate copy of such “As Built” plans for all such improvements constructed by Tenant. 5.04 TENANT’S OPERATING COVENANT: From and after Tenant’s initial opening for business it shall, subject to the provisions hereof, operate and conduct its business in the Premises during all Project Business Hours (as hereinafter defined) and in accordance with the provisions of this Lea se. Tenant shall at all times keep and maintain in the Premises an adequate stock of merchandise, furniture, fixtures, equipment and inventory, and sufficient personnel, to satisfy the usual and ordinary demands and requirements of its customers, and shal l keep the Premises in a neat, clean and orderly condition. Tenant represents and warrants that it has full legal authority to use the trade name set forth in Paragraph 1.01(j) of this Lease, and that such trade name does not violate any applicable Laws or the rights of any third party. Tenant shall, at its expense and at all times prior to the expiration or earlier termination of this Lease, take all steps necessary or appropriate to protect its authority to use said trade name throughout the term of this Lease. If Tenant ceases operation in the Premises for a continuous period of 90 days, other than for a planned and approved remodel, Landlord may, at Landlord ’s sole election, recover the Premises free of Tenant’s fixtures and signage as shall be set forth in the Lease. 5.05 HOURS AND DAYS OF OPERATION: Tenant recognizes that it is the interest of both Tenant and Landlord to regulate the minimum hours of business for all premises in the Project and Tenant agrees that commencing with its initial opening for business in the Premises and for the remainder of the Term (including renewal or extension Options, if applicable) its store in the Premises shall be continuously open for business from 8:00 am - 10:00 pm for seven days a week that the Project is open for business to the public, as determined by Landlord in its reasonable discretion (the “Project Business Hours”). The Project Business Hours shall in no event be less than the usual business hours of each and every day as is customary for other P roperties of like character in DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 10 Initials: ________ // ________ LANDLORD TENANT Fresno County, California. Tenant further agrees to continuously illuminate its window display, exterior signs and exterior advertising displays during Project Business Hours. Landlord’s failure to determine and designate Project Business Hours shall not constitute a waiver of Landlord’s rights to so determine and designate such Project Business Hours at any time in the future provided Landlord gives Tenant at least ten (10) days written notice of Landlord’s intention. ARTICLE 6. REPAIR AND MAINTENANCE OF THE PREMISES 6.01 TENANT’S OBLIGATIONS: Tenant shall, at its expense and at all times from and after substantial completion of the Premises, repair, replace and maintain in good and tenantable condition, ordinary wear and tear excepted, the Premises and every part thereof, including without limitation, the utility meters, the HVAC System serving the Premises, all pipes and conduits serving the interior of the Premises, all fixtures, light fixtures and bulbs, the storefront, plate glass, all signs, locks and closing devices, all window sashes, casements or frames, doors and door frames, security grilles or similar enclosures, floor coverings, including carpeting, terrazzo or other special flooring, all other equipment installed in the Prem ises including all methane monitoring and sensors, all such items of repair, maintenance, alteration and improvement or reconstruction to the Premises, excluding structural work, as may at any time or from time to time be required by any governmental agenc y having jurisdiction thereof. All exterior and interior glass in the Premises shall be maintained by Tenant and any glass broken shall be promptly replaced by Tenant at its expense with glass of the same kind, size and quality. Upon surrender of the Premises, Tenant shall deliver the Premises to Landlord in good order, condition and repair, subject to normal wear and tear. In the event that Tenant shall fail to perform any of its obligations under this Paragraph 6.01 after ten (10) days’ written notice of such failure or, if the same constitutes an actual or perceived emergency, without notice, Landlord shall have the right, but not the obligation, to perform any or all of such obligations at the full and sole expense of Tenant. Tenant shall reimburse Landlord for any costs and expenses incurred in connection with the foregoing immediately upon receipt of an invoice from Landlord. Notwithstanding anything to the contrary contained herein, (1) Tenant shall be responsible for the cost of repairs to the HV AC System, and (2) Landlord shall have the right (but shall not be required) to make repairs necessitated by reason of the negligence of Tenant, the failure of Tenant to perform or observe any of its obligations under this Lease if Tenant fails to perform or observe said obligation within ten (10) days (or such shorter period of time as may be appropriate in the case of an emergency) following the delivery to Tenant of written notice thereof, or the alteration, addition or improvement to or of the Premises by Tenant other than as expressly permitted by this Lease. If Landlord elects to make such repairs on Tenant’s behalf, Tenant shall pay to Landlord any such costs incurred by Landlord immediately upon receipt of an invoice from Landlord. It is understood and agreed that Landlord is under no obligation to make any repairs, alteration, replacements or improvements to the Premises or the mechanical equipment exclusively serving the Premises at any time except as expressly set forth in this Lease. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be liable to Tenant for failure to make repairs required of Landlord hereunder unless Tenant has previously notified Landlord in writing of the need for such repairs and Landlord ha s failed to commence and complete those repairs within a thirty (30) day period of time following receipt of Tenant’s notice, or such period as needed so long as Landlord is diligently pursuing such repairs. ARTICLE 7. MECHANICS’ LIENS 7.01 TENANT IMPROVEMENT COSTS: Tenant shall pay all costs for work done by or for Tenant in the Premises (other than Landlord’s Work, if any), and Tenant shall keep the Premises and Project free of all mechanics’ liens and other liens on account of work done for Tenant. Tenant shall ind emnify, defend and hold Landlord harmless from and against any and all liability, loss, damage, costs, attorneys’ fees and all other expenses on accounts of claims of lien of laborers or materialmen or others for work performed or materials or supplies fur nished to or for Tenant or persons claiming under Tenant. In addition, Tenant shall keep Tenant’s leasehold interest and any of those improvements to the Premises which are or become property of Landlord pursuant to this Lease free of all attachment or judgment liens. 7.02 TENANT’S CONTEST OF LIEN: If Tenant desires to contest any claim of lien arising from work done by or for Tenant in the Premises, Tenant shall first furnish to Landlord a bond pursuant to California Civil Code Section 3143 in form and substance, and issued by a bonding company, satisfactory to Landlord. If a final judgment establishing the validity or existence of any such lien for any amount is entered, Tenant shall immediately pay and satisfy such judgment. 7.03 LANDLORD’S RIGHT TO CURE: If Tenant is in default in paying any charge for which a mechanics’ lien claim and suit to foreclose the lien have been filed and Tenant has not provided a bond pursuant to California Civil Code Section 3143 in form and substance, and issued by a bonding co mpany, satisfactory to Landlord or given Landlord adequate security to protect the Premises, the Project and Landlord from liability for such claim of lien, Landlord may (but shall not be required to) pay the claim and any associated costs, and the amount so paid, together with reasonable attorneys’ fees and costs incurred in connection with such payment shall be DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 11 Initials: ________ // ________ LANDLORD TENANT immediately due and owing from Tenant to Landlord. Tenant shall pay the amounts so owed to Landlord with interest at the Interest Rate from the date of Landlord’s payment. 7.04 NOTICE OF LIEN: If any claim of lien is filed against the Premises or any action affecting the title to the Premises or the Project therein is commenced, the party receiving notice of such lien or action shall immediately give the other party written notice thereof. 7.05 NOTICE OF NON-RESPONSIBILITY: Landlord or its representative shall have the right to enter and inspect the Premises upon not less than three (3) days’ prior written notice (or without notice, in t he case of an actual or perceived emergency) pursuant to the procedures set forth in Section 2.09 above and at all reasonable times and shall have the right to post and keep posted thereon notices of non -responsibility, or such other notices which Landlord deems proper for the protection of Landlord’s interest in the Premises. Tenant shall, not less than ten (10) days prior to commencing any work which might result in the filing of a lien, give Landlord written notice of its intention to so commence work in sufficient time to enable Landlord to post such notices. ARTICLE 8. ASSIGNING, MORTGAGING, SUBLETTING, CHANGE IN OWNERSHIP 8.01 ONE YEAR PROHIBITION AGAINST TRANSFER: Landlord and Tenant acknowledge that the Project is an interdependent enterprise and that each party’s realization of the benefits of this Lease depends upon Tenant’s creating and maintaining a successful and profitable business operation in the Premises. Landlord and Tenant further acknowledge that the character and quality of Tenant’s operation, and of the Project, will be enhanced by Tenant’s use of its best efforts, for a reasonable period of time, to establish a successful business and business image. Landlord and Tenant further agree that one (1) years is a reasonable period of time to attempt to achieve this goal. Accordingly, Tenant agrees that for a period of one (1) years from the date Tenant initially opens to the public for business in the Premises (the “Occupancy Period”), Tenant shall not, and shall not have the power to, transfer or assign this Lease, sublet the Premises, or enter into license or concession agreements other than to a successor, family trust, subsidiary or affiliated or controlling corporation of Tenant or any or its controlling owners (an “Affiliate”) (such transactions, together with any sale, transfer or other disposition of any beneficial interests in the assets, income or profits from the Premises or the ability to control the management of the business conducted therein, are hereinafter individually and collectively r eferred to as a “Transfer”), without first procuring the written consent of Landlord, which may be given or withheld in Landlord’s sole discretion, and such withholding of consent for any reason shall be deemed to be reasonable. After the expiration of the Occupancy Period, Landlord’s consent to any Transfer shall not be unreasonably withheld, subject to the terms, covenants and conditions contained below. Notwithstanding the preceding, the provisions of this Paragraph 8.01, as such relate to the One Year Prohibition Against Transfer, shall not be applicable if the transfer is the result of the sale of substantially all of the assets of Tenant or as a result of a merger or corporate restructuring of Tenant. 8.02 RESTRICTION ON TRANSFER: If, after expiration of the Occupancy Period, Tenant desires to effect a Transfer to anyone (a “Transferee”) other than a an Affiliate, Tenant shall give written notice (“Transfer Notice”) to Landlord at least fifteen (15) days before the effective date of any such proposed Tr ansfer. The Transfer Notice shall state (a) whether Tenant proposes to assign the Lease, sublet the Premises, enter into a license or concession agreement or change ownership, (b) the proposed effective date of the Transfer, (c) the identity of the proposed Transferee, and (d) all the material terms of the proposed Transfer. The Transfer Notice shall be accompanied by a copy of the proposed agreement documenting the Transfer, or if none, a copy of any offers, draft agreements, letters of commitment or intent and other documents pertaining to the proposed Transfer. In addition, the Transfer Notice shall be accompanied by the proposed Transferee’s income statement and balance sheets covering the preceding twenty-four (24) month period, and each shall be certified as accurate by the Transferee. Landlord may, at any time within fifteen (15) days after its receipt of the Transfer Notice, grant or withhold consent to such proposed Transfer (which consent shall not be unreasonably withheld) by mailing written notice to Tenant of its decision (“Decision Notice”). If after Landlord is sent the notice meeting all of the foregoing requirements and Landlord fails to deliver the Decision Notice within five (5) days after Landlord’s receipt of such second notice, such failure shall constitute Landlord’s approval of and consent to the Transfer on the terms set forth in the Transfer Notice. If Landlord consents to the proposed Transfer, Tenant may thereafter promptly effect a Transfer in accordance with the terms of Tena nt’s Transfer Notice. If Landlord consents to the proposed Transfer and Tenant does not consummate the proposed Transfer on the terms set forth in the Transfer Notice within ninety (90) days after receipt of the Decision Notice, the consent of Landlord shall be deemed withdrawn for all purposes of this Lease without any further notice. The consent of Landlord to a Transfer on the terms set forth in one Transfer Notice shall not be deemed consent or approval of, or a waiver of any of Landlord’s rights with respect to, any other Transfer. An assignment of this Lease to (and only to) an Affiliate of the tenant named herein may be made with Landlord’s written consent, provided Tenant delivers to Landlord not earlier than 30, nor later than 15, days prior to the effectiveness of such an assignment to an Affiliate (a) a written notice of such assignment setting forth each of the material terms thereof in reasonable detail, (b) an assumption in form and substance satisfactory to Landlord in all respects executed by the Affiliate assignee pursuant to which such Affiliate assumes all of Tenant’s obligations under this Lease without exception or condition, (c) a consent from the DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 12 Initials: ________ // ________ LANDLORD TENANT Guarantors to such assignment and an acknowledgement, each in form and substance satisfactory to Landlord in all respects and each executed by the Guarantors pursuant to which each of the Guarantors acknowledges its consent to such assignment and that its obligations under the guarantee of this Lease shall continue to apply to the obligations of the tenant hereunder following such assignment, and (d) an acknowledgement, in form and substance satisfactory to Landlord in all respects, executed by Tenant pursuant to which Tenant acknowledges its obligations under Paragraph 8.04 hereof following su ch assignment. 8.03 GROUNDS FOR WITHHOLDING CONSENT: Landlord may withhold consent to a proposed Transfer if, in Landlord’s reasonable business judgment, any of the following is the case: (i) the proposed Transfer may result in a material deterioration in the quality of merchandising or business operation conducted in the Premises, as compared to the merchandising and business operation conducted by Tenant at the time Tenant initially opened for business in the Premises; (ii) the proposed Transferee lacks a good business reputation or sufficient relevant business experience; (iii) the financial worth of the proposed Transferee as of the date of the Transfer Notice is less than the financial worth of Tenant as of the date of this Lease; (iv) the proposed Trans feree’s proposed use of the Premises is other than for the Permitted Use permitted hereby, may conflict with Paragraph 1.01(k), or is otherwise incompatible with the tenant mix of the Project; (v) the annual Rent (including, if applicable, Percentage Rent) Landlord reasonably anticipates receiving from the proposed Transferee is significantly less than the Rent Landlord could reasonably anticipate receiving from Tenant; (vi) the proposed Transfer would breach any covenant of Landlord respecting radius restr iction, use or exclusivity rights in any other lease, or any financing or other agreement relating to the Project; or, (vii) the proposed Transferee intends to continue to conduct the cannabis related activities authorized as a Permitted Use but does not presently hold all required Entitlements to authorize such activities to be conducted by such proposed Transferee. Any attempted or purported Transfer without Landlord’s written consent shall be void and of no force or effect. 8.04 NO RELEASE FROM LIABILITY: No Transfer, whether with or without Landlord’s consent, shall relieve Tenant of Tenant’s and/or any guarantor’s obligations under or related to this Lease, from its covenants and obligations hereunder during the Term. 8.05 TRANSFEREE’S OBLIGATIONS: Each Transfer to which Landlord has consented shall be evidenced by a written instrument in form satisfactory to Landlord and executed by Tenant and the Transferee. Each Transferee shall agree in writing for the benefit of Landlord to assume, be bound by, and perform the terms, covenants and conditions of this Lease to be performed, kept or satisfied by Tenant, including the obligation to pay to Landlord all amounts coming due under this Lease. One (1) fully executed copy of such written in strument shall be delivered to Landlord. If Tenant fails to obtain in writing Landlord’s prior consent or otherwise comply with the provisions of this Article 8, any attempted Transfer shall be null and void and of no further force or effect whatsoever. 8.06 DIVISION OF PROFIT BETWEEN LANDLORD AND TENANT IN EVENT OF SUB-LEASE: Any sums or other economic consideration received by Tenant as a result of a subletting, however denominated, which exceed, in the aggregate, (i) the total sums which Tenant is obliga ted to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises sub -leased), plus (ii) the unamortized value of leasehold improvements to the Premises paid for by Tenant prior to the date of the Transfer Notice, depreciated on a straight-line basis at 6% interest over the remaining balance of the then-current Term, plus (iii) any real estate brokerage commissions or fees payable by Tenant in connection with such Transfer, plus (iv) costs of renovation or construction of improvements to the Premises for the benefit of the Transferee required to be paid for by Tenant as a part of the Transfer, shall be divided between Landlord and Tenant such that Landlord receives fifty percent (50%) and Tenant receives fifty percent (50%) of that excess. Landlord’s share of such profit shall be paid to Landlord promptly following its receipt, as Additional Rent under this Lease. Such payments shall not affect or reduce any other obligations of Tenant hereunder. Landlord shall have the right to audit Tenant’s books and records during normal business hours at either the Premises or Tenant’s principal place of business upon three (3) days’ advance written notice for the purpose of verifying Tenant’s compliance with its obligations hereunder. Nothing in this Paragraph shall be construed as requiring Tenant to pay Landlord any sum resulting from the sale of Tenant’s business to a third party other than the excess rent described herein. 8.07 FURTHER RESTRICTIONS: Tenant shall not, without the prior written consent of Landlord (which consent may be granted or withheld in Landlord’s sole discretion), mortgage or hypothecate this Lease or any interest herein. Tenant shall not permit the Premises to be used by any party other than Tenant or a permitted Transferee. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. For purpose of this Article 8, if Tenant is a partnership, any withdrawal(s) or change(s) of partners cumulatively owning a fifty percent (50%) or more interest in the partnership, or if Tenant is a corporation, any transfer(s) cumulating fifty percent (50%) or more of its stock, shall constitute a voluntary Transfer and shall be subject to the provisions hereof. This Lease shall not, nor shall any interest of Tenant herein, be assignable by operation of law without the prior written consent of Landlord. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 13 Initials: ________ // ________ LANDLORD TENANT ARTICLE 9. UTILITIES SERVICES 9.01 UTILITIES INSTALLATION: Landlord agrees that the existing utilities are available to Tenant: (i) facilities for the removal of sewage and the delivery to the Premises of water, electricity, natural gas and telephone service (these facilities are collectively referred to in this Article as “Utilities”), and (ii) a heating, ventilation and air conditioning system (the “HVAC System”). Unless Landlord agrees otherwise, Tenant shall use only those Utilities and any HVAC System provided to serve the Premises. Separate meters shall measure the consumption of Utilities and/or the HVAC System. Tenant shall be responsible for obtaining and paying for any Utilities required for Tenant’s business operations in the Premises. 9.02 UTILITIES AND HVAC SYSTEM CHARGES: Tenant shall pay for all Utilities used by Tenant on the Premises. Tenant’s Utilities an d/or HVAC System will be separately metered to Tenant and Tenant shall pay directly to the appropriate utility company the cost of all such Utilities used in the Premises. In addition, Tenant shall pay for Tenant’s Proportionate Share of Common Area Utility Costs except that any utilities used by any other Tenant, owner, occupant or user of the Project shall not be included. 9.03 NO LANDLORD LIABILITY: Landlord shall not be liable in damages or otherwise for any failure or interruption of (i) any utility service being furnished to the Premises unless it is due to gross negligence or willful misconduct of Landlord, or (ii) operation of the HVAC System, if any. No such failure or interruption shall entitle Tenant to terminate this Lease, abate Rent or stop making any Rent payments due hereunder, and the provisions of Paragraph 10.02 shall apply to any such failure or disruption. ARTICLE 10. INDEMNITY 10.01 HOLD HARMLESS: Landlord shall not be liable for and Tenant shall indemnify, defend and hold harmless Landlord against and from any claim, demand, judgment, fine, award, mechanic’s or other lien, loss, damage, expense, charge or cost of any kind whatsoever, including, but not limited to, attorney’s fees, professional fees and costs and liabilities incurred in or about the defense of any such claim or any action or proceeding brought thereon (collectively “Claims”), arising directly or indirectly from Tenant’s use of the Premises or from the conduct of its business or from any activity, work, or other things done, permitted or suffered by Tenant in or about the Premises, provided that Tenant shall have no obligation to indemnify Landlord pursuant to this Paragraph 10.01 from Claims caused exclusively by the negligence or willful misconduct of Landlord. Tenant shall further indemnify and hold harmless Landlord against and from any and all Claims arising directly or indirectly from any breach or default in the performance o f any obligation on Tenant’s part to be performed under the terms of this Lease (including without limitation Tenant’s Compliance Obligations), or arising from any act or negligence of the Tenant, or any officer, agent, employee, guest, invitee, licensee or contractor of Tenant. In case any action or proceeding is brought against Landlord by reason of such Claim, Tenant, upon notice from Landlord, shall defend the same at Tenant’s sole cost and expense by counsel reasonably satisfactory to Landlord. Tenan t, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to person in, upon or about the Premises, other than such damage or injury to the extent the same is caused by Landlord’s negligence or willful misconduct. Tenant shall give prompt notice to Landlord of any casualty or accidents in the Premises. Tenant’s obligations under this Paragraph shall survive the expiration or earlier termination of this Lease. 10.02 LIMITATION OF LIABILITY: Landlord or its agents shall not be liable for any loss, expense or damage to persons or property resulting from or in connection with any fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Project or from the pip es, appliances or plumbing works therein or from the roof, street or subsurface or from any other plea resulting from dampness or any other cause whatsoever, unless caused by or due to the negligence of Landlord, its agents, servants or employees. Landlord or its agents shall not be liable for any loss, expense or damage (whether direct or indirect) that Tenant or any other person or entity may sustain or incur by reason of (i) any change, failure, interference, disruption, interruption or defect in the supply or character of any utilities, including gas, telephone, cable, DSL or other communication line, electricity, water and steam, furnished or to be furnished to the Premises or the Project, regardless of the duration thereof, or if the quantity or quali ty of any one or more utilities is no longer available or suitable for Tenant’s purposes, or (ii) any change, failure, interference, disruption, interruption or defect in the supply or character of the light or air at the Premises or the quality or quantit y thereof, or (iii) any latent defect in the Premises. Any liability of Landlord shall be limited to its interest in the Project and its income. Under no circumstances shall any such fire, explosion, falling plaster, steam, gas, electricity, water or rain, or such claim or cause of action, or such change, failure, interference, disruption, interruption or defect in the supply or character of any utilities, (a) constitute an actual or constructive eviction of Tenant from the Premises, in whole or in part, or (b) entitle Tenant to any abatement or diminution of Minimum Annual Rent, Additional Rent, Rent or any other amounts payable pursuant to or in connection with this Lease, or (c) relieve or release Tenant from any of its obligations under this Lease, or (d) entitle DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 14 Initials: ________ // ________ LANDLORD TENANT Tenant to terminate this Lease, unless caused by the gross negligence or willful misconduct of Landlord. Tenant hereby waives all benefits of any existing Laws and all future Laws that, but for such waiver, might permit Tenant to terminate this Lease on account of any such event, condition or occurrence. 10.03 LANDLORD’S INDEMNITY: Landlord shall indemnify and defend tenant from and against any and all Claims arising out of or relating to (a) the negligence or willful misconduct of Landlord or its agents, employees, contractors or representatives, and (b) any breach or default on the part of the Landlord in the performance of any material covenant contained in this Lease. ARTICLE 11. INSURANCE – WAIVER OF SUBROGATION 11.01 TENANT’S INSURANCE OBLIGATIONS: Tenant shall, from and after the earlier of (a) the Turnover Date, or (b) commencement of any of Tenant’s Work in the Premises, and for the remainder of the Term (including renewal or extension Options, if any), maintain, at Tenant’s expense, the following types of insurance coverage, in the amounts specified and in the forms hereinafter provided for: (a) Liability Insurance: Commercial general liability insurance (formerly known as comprehensive general liability insurance) insuring Tenant against liability for bodily injury, property damage (including loss of use of property) and personal injury arising out of the operation, use or occupancy of the Premises. Such policy shall be an occurrence (and not a “claims made”) form and shall include Owner’s and Contractor’s Protective Liability with respect to construction of improvements by Tenant on the Premises. Tenant shall name Landlord as an additional named insured under such policy. The initial amount of such insurance shall be not less than per occurrence, and the general aggregate limit shall apply on a “per location” basis. The liability insurance obtained by Tenant under this Subparagraph 11.01(a) shall (1) be primary and noncontributing, (2) contain cross-liability endorsements, and (3) insure Landlord against Tenant’s performance under Article 10 if the matters giving rise to the indemnity under Article 10 result from the negligence of Tenant. The amount and coverage of such insurance shall not limit Tenant’s liability nor relieve Tenant of any other obligation under this Lease. (b) Plate Glass: Insurance covering the full replacement cost of all plate glass on the Premises. Tenant has the right to insure this risk or to self-insure, consistent with the arrangements described in Subsection (c) below. (c) Casualty Insurance: Fire and Extended Coverage Insurance covering the Premises improvements, alterations, additions or improvements permitted hereunder and trade fixtures, and personal property from time to time in, on or upon the Premises. Such insurance shall cover not less than one hundred percent (100%) of the full replacement cost of the Premises from time to time, and shall provide protection against fire, sprinkler leakage, vandalism, theft, malicious mischief and any and all other perils typically included within the classifications of special extended perils, special form and extended coverage. No policies required hereunder shall contain any non-standard, special and/or unusual exclusions or restrictive endorsements unless Landlord has expressly consented to the specific non- standard, special and/or unusual exclusions, as applicable, in writing. All policy proceeds shall be used for the repair or replacement of the property damaged or destroyed unless this Lease is terminated as a result of the casualty. Tenant’s deductible provision under the policy herein is subject to Landlord’s reasonable approval. All or any portion of the coverages Tenant is required to maintain under this Lease may be maintained under a program of Tenant self-insurance or under policies that include self-insured retentions or deductibles larger than those typically carried by similarly situated tenants. Before the Delivery Date , Tenant will advise Landlord of the self-insurance program, self-insured retentions, or deductibles. Landlord is considered to consent to the self - insurance program, self-insured retentions, or deductibles as long as Tenant's net worth and net current assets (as reported to Landlord on a quarterly basis and confirmed by audited financial statements prepared in accordance with generally accepted accounting principles) exceed one hundred twenty percent (120%) of the full replacement cost of the Premises, respectively. It is understood that if Tenant elects to self-insure as permitted above, Tenant must provide Landlord with the same benefits and protections as if Tenant carried insurance with a DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 15 Initials: ________ // ________ LANDLORD TENANT third-party insurance company satisfying the requirements of this Lease (including, without limitation, waiver of subrogation provisions). (d) General Insurance Provisions: (i) Each policy providing all or any portion of the insurance coverage that Tenant is required to provide pursuant hereto shall contain a provision requiring the insurance carrier to give Landlord not less than thirty (30) days’ written notice by certified mail, return receipt requested, prior to any cancellation (including without limitation cancellation for nonpayment of premium), expiration, refusal to renew or modification of the nature or extent of any coverage provided thereby. (ii) Tenant shall deliver to Landlord a duplicate original of each insurance policy required of Tenant hereunder prior to the date Tenant first is given the right of possession of the Premises, and thereafter at least thirty (30) days prior to the expiration of any such policy. Tenant shall provide to Landlord, at any time and from time to time, the ability to inspect and/or copy the originals of any insurance policies that Tenant is required to maintain hereunder. If Tenant fails to procure, maintain, pay for or deliver any insurance required under this Lease or fails to deliver a duplicate original of any insurance policy within the prescribed time period set forth in this clause (ii), or if Landlord receives any notice described in clause (i) of this Paragraph 11.01(d), or if Tenant fails to provide reasonable accommodation to Landlord to inspect and/or copy the originals of any insurance policies that Tenant is required to maintain hereunder, Landlord may, but shall not be required to, at any time and from time to time, and without notice, pay the premiums that Landlord believes to be necessary to maintain such insurance coverage or obtain comparable insurance coverage protecting Landlord against the perils intended to be covered thereby, in which case Tenant shall reimburse Landlord as Additional Rent for the cost of such premiums or insurance coverage, as applicable, together with interest thereon at the Interest Rate and all costs and expenses paid or incurred by Landlord in connection therewith, within fifteen (15) days after Tenant’s receipt of a statement or other demand therefore and without prejudice to any other rights and remedies that Landlord may have in connection therewith. (iii) All insurance policies required to be maintained by Tenant shall be maintained at Tenant’s sole cost and expense with companies admitted or licensed to provide such insurance in the State of California and holding a “General Policy Rating” of AA or better, as set forth in the most current issue of “Best’s Key Rating Guide”, and shall provide for deductibles that do not exceed amounts that shall have been approved by Landlord in writing. Landlord and Tenant acknowledge the insurance markets are rapidly changing and that insurance in the form and amounts described in this Paragraph 11.01 may not be available in the future. Tenant acknowledges that the insurance described in this Paragraph 11.01 is for the primary benefit of Landlord. If at any time during the Lease Term (including renewal or extension periods, if applicable), the insurance required under this Lease is unavailable, Tenant shall nevertheless maintain insurance coverage which is customary and commercially reasonable in the insurance industry for Tenant’s type of business in an amount and fo rm approved in advance in writing by Landlord, as that coverage may change from time to time. Landlord makes no representations to the adequacy of such insurance to protect Landlord’s or Tenant’s interest. Therefore, Tenant shall be responsible for obtaining any such additional property or liability insurance which Tenant deems necessary to protect Tenant. (iv) Landlord may from time to time require Tenant to obtain insurance against, or endorsements providing coverage for, additional perils and/or in additional amounts if Tenant should change the use of the Premises, or if such requirement is imposed on Landlord by its mortgagee or is generally consistent with the requirements imposed on tenants operating businesses similar to that of the Tenant by landlords of other Projects similar in size, quality and location to the Project. (v) All Tenant’s insurance coverage required hereunder shall be primary over any other insurance that Landlord, Tenant or others may carry. Tenant shall cause its insurance carriers to issue endorsements in form and substance satisfactory to Landlord indicating that such insurance is and shall be primary and that the insurance, if any, maintained by DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 16 Initials: ________ // ________ LANDLORD TENANT Landlord and/or others is and shall be excess, secondary and non- contributing. No policies of insurance obtained or required to be obtained by Tenant pursuant hereto shall contain any special, nonstandard or unusual exclusions, restrictions or endorsements without Landlord’s prior written consent thereto. 11.02 LANDLORD’S INSURANCE OBLIGATIONS: Landlord shall, in connection with its ownership and operation of the Project, at all times from and after commencement of Landlord’s Work in the Premises, maintain in effect policies of insurance providing protection against the following liabilities and/or risks: (a) commercial general liability insurance in an amount not less than combined single limit for bodily injury and property damage (which insurance shall name Tenant as an additional insured), and (b) fire and extended coverage insurance (including coverage for Common Area sprinkler damage, vandalism and malicious mischief, and if required by any lender holding a security interest in the Project or if deemed necessary by Landlord, flood and earthquake insurance) on the Project, except the Premises and other premises within the Project subject to NNN leases, in an amount not less than its full replacement cost (exclusive of the cost of excavations, foundations and footings) from time to time, less applicable deduc tibles. The types and coverage of insurance maintained by Landlord hereunder shall be subject to such further requirements as may be imposed by Landlord’s lender. Landlord shall also have the right to maintain such additional types and coverage of insurance (including business interruption insurance) as Landlord believes to be customary, prudent or reasonable for properties similar to the Project. Landlord’s obligation to carry the insurance provided for herein may be satisfied by blanket policies if the coverage required hereunder is satisfied. All costs of the insurance provided by Landlord pursuant to this Paragraph 11.02 shall be included in Common Area Costs pursuant to Paragraph 15.03. 11.03 WAIVER OF SUBROGATION: Landlord and Tenant (for themselves and their insurers) each hereby waive all rights of recovery against the other and against the officers, employees, agents and representatives (and, in the case of the waiver by Tenant, against any other tenant, concessionaire, licensee or occupant of the P roject) of the other, on account of any loss by or damage to the waiving party or its property or the property of others under its control (including as to Tenant the Premises and its contents, and as to Landlord the Common Areas), arising from any risk generally covered or required to be covered by fire and extended coverage insurance required by this Article 11. Such waiver of subrogation shall include the deductible and/or uninsured portion of the loss resulting from the peril so insured or required to be insured. The foregoing waivers of subrogation shall be required hereunder only if (a) then available in the State of California, and (b) such waiver does not invalidate the applicable insurance policy. ARTICLE 12. FIXTURES AND PERSONAL PROPERTY 12.01 REMOVAL AND REPLACEMENT: All of Tenant’s trade equipment, fixtures, furnishings, furniture, signs and other personal property not permanently affixed to the Premises (collectively referred to as “Personal Property”) shall be in good or new condition when installed in or attached to the Premises by Tenant and shall remain the property of Tenant. If Tenant is not then in default under the terms of this Lease, Tenant shall, upon expiration of the Term, or upon earlier termination as provided herein, have the right to remove its Personal Property (other than those items that are so incorporated into the Premises that their removal cannot reasonably be accomplished without damage to the Building, the Premises or the Project) from the Premises, including without limitation, counters, shelving, showcases, mirrors and other movable Personal Property, provided, however, prior to the expiration of the Term, Tenant may not remove any portion of its Personal Property, without immediately replacing it with comparable or better quality Personal Property or if such removal would render the Premises unsuitable for conducting the business use specified herein. Tenant shall, at its expense, immediately repair any damage to the Premises resulting from removal of its Personal Property, and on the expiration or earlier termination of this Lease shall leave the Premises in a neat and clean condition, free of debris, such obligation of Tenant to survive the termination or expiration of the term of this Lease. 12.02 FIXTURES: All improvements to the Premises made by or for Tenant, excluding Tenant’s Personal Property (but not excluding those items of Personal Property that are so incorporated into the Premises that their removal cannot reasonably be accomplished without damage to the B uilding, the Premises or the Project), but including mechanical systems, light fixtures, floor coverings and partitions and all other items comprising Tenant’s Work (collectively referred to as “Fixtures”), shall become the property of Landlord upon expiration or earlier termination of this Lease. 12.03 PERSONAL PROPERTY TAXES: Tenant shall pay before delinquency all taxes (including sales and use taxes), assessments, license fees and public charges levied, assessed or imposed upon its business operations, mer chandise, trade fixtures and/or Personal Property. If any such items of property are assessed with any Larger Parcel as defined in Paragraph 3.02, Tenant shall pay Landlord the taxes attributable to Tenant’s Personal Property within sixty (60) days after Tenant’s receipt of a written statement from Landlord setting forth such personal DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 17 Initials: ________ // ________ LANDLORD TENANT property taxes. Landlord shall reasonably determine the basis of prorating any such assessments, which determination shall be binding on Landlord and Tenant absent manifest error. No taxes, assessments, fees and charges referred to and billed to Tenant under this Paragraph shall be considered to be taxes under the provisions of Paragraph 3.02. ARTICLE 13. CASUALTY DAMAGE AND RECONSTRUCTION 13.01 DEFINITIONS: (a) “Premises Damage” shall mean if the Premises are damaged or destroyed to a material extent, making them substantially untenantable by Tenant for the conduct of its business. (b) “Project Partial Damage” shall mean if the Project of which the Premises are a part is damaged or destroyed to the extent that the cost to repair is less than forty percent (40%) of the then Replacement Cost of the Project. (c) “Project Total Destruction” shall mean if the Project of which the Premises are a part is damaged or destroyed to the extent that the cost to repair is forty percent (40%) or more of the then Replacement Cost of the Project. (d) “Insured Loss” shall mean damage or destruction caused by an event required to be covered by the insurance described in Article 11. If damage or destruction is cause by an event not covered by the insurance described in Article 11, it is an “Uninsured Loss.” The fact that an Insured Loss has a deductible amount shall not make the loss an uninsured loss. (e) “Replacement Cost” shall mean the amount of money necessary to be spen t in order to repair or rebuild the damaged area to the condition that existed immediately prior to the damage occurring, excluding all improvements made by Tenant. 13.02 INSURED LOSS: Subject to the provisions of Paragraphs 13.05 and 13.06, if at any time during the Term of this Lease (including renewal or extension Option periods, if applicable) there is damage (a) that is an Insured Loss (b) that falls into the classifications of either Premises Damage or Project Partial Damage, (c) for which Landlord’s mortgagees of record make the proceeds of insurance available to Landlord for repair, and (d) the proceeds so made available to Landlord are and will be sufficient, in Landlord’s judgment, to complete the repair, then Landlord shall, as soon as reasonably possible, and to the extent the required materials and labor are readily available through usual commercial channels, at Landlord’s expense, use reasonable efforts to repair such damage (but not Tenant’s Fixtures or Personal Property, equipment or Tenant improvements originally paid for by Tenant) substantially to its condition existing immediately prior to the time of the damage (to the extent permitted by applicable Laws), and this Lease shall continue in full force and effect; provided, however, if Landlord reasonably determines that more than 270 days from the date of the damage or destruction to so complete the repair, Landlord may, within thirty (30) days of making such determinatio n, terminate this Lease by giving notice of such termination to Tenant, in which event the Term of this Lease shall terminate on the earlier of the date the Premises are no longer usable by Tenant or thirty (30) days after the date on which Landlord shall have given such a termination notice to Tenant. 13.03 UNINSURED LOSS: Subject to the provisions of Paragraphs 13.05 and 13.06, if at any time during the Term of this Lease (including renewal or extension Option periods, if applicable) there is damage that i s an Uninsured Loss and which falls into the classifications of either Premises Damage or Project Partial Damage, unless caused by a negligent or willful act of Tenant, or any officer, agent, employee, guest, or invitee of Tenant (in which event Tenant shall make the repairs as soon as reasonably possible at Tenant’s sole cost and expense and this Lease shall continue in full force and effect), which damage prevents Tenant from making any substantial use of the Premises, Landlord may at its option either (i) repair such damage as soon as reasonably possible at Landlord’s expense, in which event this Lease shall continue in full force and effect, or (ii) give written notice to Tenant within thirty (30) days after the date of the occurrence of such damage of Landlord’s intention to cancel and terminate this Lease, in which event this Lease shall terminate as of the date of the occurrence of such damage. 13.04 PROJECT TOTAL DESTRUCTION: Subject to the provisions of Paragraphs 13.05 and 13.06, if at any time during the Term of this Lease (including renewal or extension Option periods, if applicable) there is damage, whether or not it is an Insured Loss, that falls into the classification of Project Total Destruction, then Landlord may at its option either (i) repair such damage or destruction as soon as reasonably possible at Landlord’s expense (to the extent the required materials and labor are readily available through usual commercial channels) to its condition existing at the time of the damage, but not Tenant’s f ixtures, equipment or Tenant improvements, and this Lease shall continue in full force and effect, or (ii) give written notice to Tenant within thirty (30) days after the date of occurrence of such damage of Landlord’s intention to cancel and terminate thi s Lease, DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 18 Initials: ________ // ________ LANDLORD TENANT in which event this Lease shall terminate as of the date of the occurrence of such damage. Notwithstanding the foregoing, Tenant or Landlord shall have the right to terminate this Lease if the Premises are damaged by fire or other peril, provided that (i) the Premises cannot be restored, as to Landlord’s Work, within one hundred twenty (120) days after the occurrence of such damage; and (ii) either Tenant or Landlord gives notice of termination to the other party within thirty (30) days of the occ urrence of such damage. 13.05 DAMAGE NEAR END OF TERM: (a) Subject to Subparagraph (b), below, if at any time during the last two (2) years of the Term of this Lease (including renewal or extension Option periods, if applicable) there is damage to the Premises for which the Replacement Cost is greater than forty percent (40%) of the then Replacement Cost of the total Premises, Landlord may at its option cancel and terminate this Lease as of the date of occurrence of such damage, by giving written notice to Tenant o f Landlord’s election to do so within thirty (30) days after the date of occurrence of such damage. (b) Notwithstanding Subparagraph (a), above, in the event that Tenant has an Option to extend or renew this Lease, and the time within which said Option may be exercised has not yet expired, Tenant may irrevocably exercise such Option, if it is to be exercised at all, no later than thirty (30) days after the occurrence of an Insured Loss falling within the classification of Premises Damage during the last two (2) years of the Term of this Lease (including renewal or extension Option periods, if applicable). If Tenant duly exercises such Option during said thirty (30) day period, Landlord shall, at its expense, repair such damage, but not Fixtures or Tenant’s Personal Property, equipment or Tenant improvements originally paid for by Tenant, as soon as reasonably possible, and this Lease shall continue in full force and effect. If Tenant fails to irrevocably exercise such Option during such thirty (30) day period, then, for the purpose of Subparagraph (a), above only, the remaining Term of this Lease shall be determined as though Tenant has no Option to extend or renew the Term of this Lease. If Landlord elects to repair the Premises, Tenant’s rights to the Option shall not be affected. 13.06 ABATEMENT OF RENT: In the event of reconstruction of the Premises under this Article 13, the Minimum Annual Rent otherwise payable under this Lease shall be abated proportionately with the degree to which Tenant’s use of the Premises is impaired. Such abatement shall commence on the date of destruction and continue during any period of reconstruction and replacement provided for herein until substantial completion thereof, as determined by Landlord’s architect. Tenant shall cont inue to operate its business on the Premises during any such abatement period to the extent practical as a matter of prudent business management, and the obligation of Tenant to pay Additional Rent hereunder shall remain in full force and effect in the sam e proportion as the Minimum Annual Rent. Regardless of whether or not Tenant shall be entitled to an abatement of Minimum Annual Rent pursuant to this Paragraph 13.06, in no event shall Tenant be entitled to any compensation or damages from Landlord for (a) loss of the use of the whole or any part of the Premises, Project or Tenant’s Personal Property, (b) any lost revenues, business opportunities or profits, (c) any costs paid or incurred by Tenant in connection with the damage or destruction, or (d) any i nconvenience or annoyance, suffered by reason of damage or destruction to the Premises or other portions of the Project, or the reconstruction or replacement of all or any portion thereof. 13.07 RELEASE FROM LIABILITY: Upon any termination of this Lease as permitted by any of the provisions of this Article 13 and surrender of possession of the Premises to Landlord, each party shall be released from further obligations to the other party under this Lease, except for any obligations which have previously accru ed and except as otherwise provided in Article 10 above. Notwithstanding any provision contained herein, including but not limited to a UCC-1 or other such security or guaranty, in the event of termination of this Lease, all proceeds from Tenant’s fire and extended coverage, including insurance covering the Tenant’s leasehold improvements, but excluding proceeds for trade fixtures, furnishings, furniture, merchandise, signs and other Personal Property, shall be paid to Landlord. 13.08 WAIVER OF STATUTORY RIGHTS OF TERMINATION: Tenant hereby waives any statutory right of termination which may arise by reason of any partial or total destruction of the Premises or Project which Landlord is obligated to restore or may restore under any of the provisions of this Lease, and specifically waives all rights under California Civil Code Section 1933. ARTICLE 14. EMINENT DOMAIN 14.01 TAKINGS RESULTING IN TERMINATION: DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 19 Initials: ________ // ________ LANDLORD TENANT An appropriation or taking of all or a portion of the Premises under the power of eminent domain by any public or quasi-public authority (an “Authority”) is referred to herein as a “Taking.” The following provisions shall apply with respect to any Taking of all or a portion of the Premises: (a) If the entire Premises are subject to a Taking, this Lease shall terminate as of th e date of such Taking. (b) If twenty-five percent (25%) or more of the Leasable area of the Premises is subject to a Taking, regardless of the amount taken, either Landlord or Tenant may terminate this Lease as of the date Tenant is required to vacate a porti on of the Premises, upon giving notice in writing of such election within thirty (30) days after receipt by Tenant from Landlord of written notice that the Premises have been so taken. Landlord shall promptly give Tenant notice in writing of any taking after learning of it. (c) If more than twenty-five percent (25%) of the Leasable area of the Project or of the Common Areas is taken (whether or not the Premises are so taken) under the power of eminent domain by any Authority, Landlord shall have the right to terminate this Lease as of the date any such areas are to be initially vacated by giving Tenant written notice of such election within thirty (30) days of the date of such Taking. If this Lease is terminated as provided in this Paragraph 14.01 Landlord and Tenant shall each thereupon be released from any further liability under this Lease. 14.02 TAKINGS NOT RESULTING IN TERMINATION: If both Landlord and Tenant elect not to exercise any right granted hereunder to terminate this Lease in connection with a Taking, or the Lease is not terminable in connection with a Taking, Tenant shall continue to occupy that portion of the Premises which was not taken, and (a) at Landlord’s cost and expense and as soon as reasonably possible, Landlord will restore the Premi ses on the land remaining to a complete unit of like quality and character as existed prior to such Taking; and (b) the Minimum Annual Rent shall be reduced on an equitable basis in the proportion that the value of the portion of the Premises taken bears to the value of the portion of the Premises remaining after Landlord completes its restorative work. Tenant hereby waives any statutory rights of termination that may arise by reason of any partial Taking of the Premises under the power of eminent domain. 14.03 AWARD: If this Lease is terminated under this Article 14, Landlord shall be entitled to receive the entire condemnation award for the Taking of all real property interests in the Premises. Minimum Annual Rent and other charges for the last month of Tenant’s occupancy shall be prorated and Landlord shall refund to Tenant any Rent or other charges paid in advance. Notwithstanding the foregoing and provided Tenant’s award does not reduce or affect Landlord’s award, Tenant’s right to receive a condemnation award for the Taking of its merchandise, Personal Property, goodwill, relocation expenses and/or interests in other than the real property taken shall not be affected in any manner by this Paragraph 14.03. 14.04 TRANSFER UNDER THREAT OF TAKING: For the purpose of this Article 14, a voluntary sale or conveyance under threat of and in lieu of condemnation shall be deemed a Taking under the power of eminent domain. ARTICLE 15. COMMON AREAS 15.01 USE OF COMMON AREAS: The term “Common Areas” shall mean all areas, structural por tions, facilities and equipment of the Project outside the Premises and the premises of other tenants, but within the exterior boundaries of the Project, that are provided and designated by Landlord from time to time for the general use, benefit and/or convenience of Tenant and/or other tenants of the Project and/or their respective authorized representatives and invitees. Common Areas include, without limitation, pedestrian walkways and patios, landscaped areas, sidewalks, service corridors, public restro oms, stairways, roofs, walls, plazas, malls, throughways, loading areas, parking areas, and roads, all as generally shown on Exhibit “A” attached hereto. Landlord shall have the right to regulate or restrict the use of Common Areas for the benefit of all tenants of the Project. 15.02 LANDLORD’S MAINTENANCE RESPONSIBILITIES: Landlord shall keep the Common Areas and Project neat, clean and orderly, properly lighted and landscaped, and shall repair any damage to Common Area and Project facilities. Notwithstandi ng the foregoing, all expenses incurred by Landlord in connection with the operation, repair, cleaning, maintenance, and insurance of the Common Areas and the Project (“Common Area Costs”) shall be charged and prorated in the manner set forth in this Article 15. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 20 Initials: ________ // ________ LANDLORD TENANT 15.03 COMMON AREA COSTS: Tenant shall pay Tenant’s “Proportionate Share” of Common Area Costs as Additional Rent, as herein defined. Common Area Costs (“CAM”) shall include without limitation, all sums expended in connection with the Common Areas and Project for: general maintenance and repairs, resurfacing, painting, restriping, cleaning, trash removal, snow and ice removal, sweeping and janitorial services, lighting, HVAC and other utility expenses, maintenance, repair, cleaning and replacement of public toilets, music program equipment and loudspeakers, sidewalks, stairways, curbs, Project signs, sprinkler systems, planting and landscaping, floors, walls, ceilings, roofs, skylights, windows, directional signs, markers and bumpers, fire protection system and equipment (including fire sprinklers), security systems, lighting systems and fixtures (including replacement of tubes and bulbs), storm drainage systems, plumbing, electrical, maintenance of the HVAC system serving Tenant’s Premises, utility systems serving areas other than the interiors of Tenant’s Premises and premises of other tenants and all mechanical equipment (including automatic door openers, escalators and elevators), personnel to implement the foregoing services, including, if Landlord deems necessary, the cost of security guards, parking attendants, or other personnel, all onsite costs and personnel expenses Landlord incurs to manage the Project (which may be contracted for with third parties), all Premises Property Taxes and all personal (as generally defined in Paragraph 12.03) property taxes and assessments on property in or allocated to the Buildings, improvements an d land comprising the Common Areas and the Project and all use taxes on the Common Areas or the Project, any sums paid to third parties for the purpose of seeking reduction of property taxes, any governmental imposition or surcharge imposed upon Landlord or assessed against any portion of the Common Areas or the Project, and rental paid for such machinery and equipment (if rented), and premiums for comprehensive general liability, property damage and other insurance covering Landlord’s ownership and operati on of the Common Areas and the Project, including fire and extended coverage insurance on the Common Areas and the Project (which may include earthquake and flood endorsements) and including vandalism and plate glass insurance covering the Common Areas and the Project. Common Area Costs shall include costs, charges, and expenses incurred by Landlord in connection with repairs and maintenance (including warranty costs) to any buildings and improvements on the Project, including roofs and exterior surfaces, resurfacing of parking areas and other Common Areas, and charges for appropriate reserves for any of the foregoing items, but not for the maintenance of foundations and other structural components. Common Area Costs shall also include all reasonable costs and charges incurred in connection with engaging an independent property manager for purpose of providing property management services with respect to the Project. If Landlord does not utilize an independent property manager, then Common Area Costs may also include a sum payable to Landlord for its supervision and management services, and general and administrative costs, in an amount equal to or less than ten percent (10%) of all other Common Area Costs incurred for each calendar year, including for this purpose Premises Property Taxes and Landlord’s insurance premiums. If Landlord acquires, constructs or makes available for Common Area purposes land or improvements not shown as part of the Project on Exhibit “A”, then Common Area Costs shall also include all of the expenses itemized above incurred and paid in connection with such additional land or improvements, and the rentable square footage associated with such acquisition or construction shall be included in the denominator of the fraction used to det ermine the pro-rata share of Common Area Costs of Tenant and other tenants of the Project. Common Area Costs shall exclude any of the following: (1) any costs unique to a specific tenant where such improvement is of no benefit to the Project or the common areas of the Project; (2) interest or amortization of debts; (3) any items which are reimbursed to Landlord by insurance or other warranties; and (4) any fees related to financing or refinancing the Project, such as commissions or broker fees. 15.04 METHOD OF PAYMENT: Any tenant of the Project shall pay a portion of the Common Area Costs, determined in the following manner: (a) From and after the earlier of (i) the Rent Commencement Date or (ii) the date on which Tenant opens for business in the Premises, and thereafter during the Term (including renewal or extension Option periods, if applicable), Tenant shall pay to Landlord, on the first day of each calendar month, an amount estimated by Landlord to be Tenant’s Proportionate Share of Common Area Costs, includ ing the Premises Property Taxes and Landlord’s insurance premiums, for the period covered by such estimate. This estimated monthly charge may be adjusted by Landlord at the end of any calendar month on the basis of Landlord’s experience and reasonably anticipated Common Area Costs (including Landlord’s insurance premiums and Premises Property Taxes). (b) Tenant’s “Proportionate Share” shall be a fraction, the numerator of which is the Leasable area of the Premises and the denominator of which is the Leasable area of all the areas constructed and available for lease by tenants of the Project. Landlord may re-determine “Tenant’s Proportionate Share” at the end of any calendar month, and may vary from time to time whenever there is a change in the Leasable area of the Premises or the Leasable area of the areas available for exclusive use and occupancy by tenants of the Project. Tenant’s Proportionate Share for the Project is presently 2.77% [based on 3624 square feet of the Premises divided by 130,830 square feet, which is the Leasable area of all the areas constructed and available for lease by tenants of the Project]. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 21 Initials: ________ // ________ LANDLORD TENANT (c) Within sixty (60) days following the end of each calendar year (or as soon thereafter as possible), Landlord shall furnish Tenant with a statem ent showing the actual total of all Common Area Costs for the preceding year as to which Tenant is to pay Tenant’s Proportionate Share, the actual amount of Tenant’s Proportionate Share of those Common Area Costs for that year and the payments made by Tenant for that year under Subparagraph (a) above. Tenant shall have thirty (30) days from the date Landlord furnishes the statement to review such statement. At expiration of said thirty (30) day period, such statement shall be deemed correct and accurate without refutation. If Tenant’s Proportionate Share of Common Area Costs exceeds the estimated payments made by Tenant under Subparagraph (a) above, Tenant shall pay Landlord the deficiency within ten (10) days after receipt of such statement. If Tenant’s estimated payments exceed Tenant’s Proportionate Share of Common Area Costs, Tenant may offset the excess against payments thereafter coming due under Subparagraph (a) above, or against any other amounts owing to Landlord hereunder. Landlord’s and Tenant’s obligations hereunder shall survive expiration of the Term. Landlord shall reimburse Tenant for any overpayment if the Lease Term expires. Notwithstanding the foregoing, Landlord may exclude all or an appropriate portion of the Floor Area of one or more Major Store Occupants and/or certain Stand Alone Tenants (sole tenant of a building) for one, some or all of the line items constituting Common Area Costs, which tenant shall then be solely responsible for, and, if Landlord chooses to do so the fraction f or determining Tenant’s Proportionate Share set forth in Paragraph 15.04(b) shall be adjusted by excluding such line items of Common Area Costs for such Major Store Occupants or Stand Alone Tenant in the numerator of that fraction and excluding such portion or all of such Major Store Occupant(s)’ or Stand Alone Tenant(s)’ Floor Area in the denominator thereof for that purpose. All sums payable by Tenant under this Article 15 shall be deemed to be Additional Rent owing to Landlord hereunder, and Tenant’s failure to pay any sums due hereunder shall constitutes default under this Lease equivalent to a failure to pay Minimum Annual Rent when due. 15.05 CONTROL OF COMMON AREAS: Landlord shall have the right at all times to determine the nature and `extent of the Common Areas and to make changes from time to time which in Landlord’s business judgment are desirable and in the best interest of all persons using the Common Areas. Landlord’s rights hereunder include without limitation, the right to install, remove, relocate and change driveways, entrances, exits, automobile parking spaces, the direction and flow of traffic, prohibited areas, landscaped areas, utilities and all facilities of the foregoing. Landlord shall have exclusive control of the Common Areas, and may , without limitation, lease kiosks, pushcarts or other space within the Common Areas to tenants for the sale of merchandise or services, and permit advertising displays, educational displays and entertainment in the Common Areas. However, nothing herein permits the Landlord to materially adversely affect Tenant’s visibility or access by customers and invitees of Tenant. Landlord may at any time and from time to time during the Term (including renewal or extension Option periods, if applicable) exclude and restrain any person from use or occupancy of the Common Areas, except for bona fide customers, patrons and service suppliers of Tenant and other tenants and occupants of the Project who use the Common Areas in accordance with the rules and regulations the n established by Landlord. The rights of Tenant under this Article 15 shall at all times be subject to the rights of Landlord, the other tenants of Landlord and other owners and occupants of the Project to use the Common Areas in common with Tenant. Tenant shall not create or permit any obstructions in the Common Areas and shall permit its customers, patrons and service suppliers to use the Common Areas only for normal parking and ingress and egress to and from the Premises. In addition to the foregoing, Landlord may close temporarily the Common Areas or portions thereof as Landlord deems necessary or appropriate for cleaning, repairs, replacements, renovations, and construction of improvements, maintenance and the avoidance of the accrual of possessory or other rights by third parties, without unreasonably interfering with access or use of Tenant’s Premises. 15.06 RULES AND REGULATIONS: Landlord shall have the right to establish, and from time to time change, alter and amend, and to enforce against Tenant and other users of the Common Areas, such reasonable rules and regulations (including the exclusion or restriction of employees parking in Common Areas) as Landlord may deem necessary or advisable for the efficient operation and maintenance of the Common Areas and Project, and for the benefit of all tenants of the Project. The rules and regulations may include, without limitation, the hours during which the Common Areas, including any enclosed mall, shall be open for use. Tenant acknowledges and agrees that the Rules and Regulations attached to this Lease are the Rules and Regulations currently in effect with respect to the Project, and agrees to abide by and comply with such Rules and Regulations, subject to their modification from time to time as referred to above. 15.07 EMPLOYEE PARKING: Landlord shall at all times have the right to designate a particular parking area to be used by employees of Tenant and other occupants of the Project and any such designation may be changed by Landlord from time to time. Tenant and its employees shall park their cars only in those portions of the Common Areas, if any, designated for that purpose by Landlord. Tenant shall furnish Landlord from time to time with an accurate current list of its employees and all its em ployees’ automobile license plate numbers DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 22 Initials: ________ // ________ LANDLORD TENANT within fifteen (15) days after taking possession of the Premises and thereafter within five (5) days after any change in the accuracy of the list. If Tenant or its employees fail to park their cars in designated p arking areas, Landlord may charge Tenant, after the first warning, Twenty -five Dollars ($25.00) per day per car for each such violation and shall have the right to have any such car towed away, and all expenses for towing and storage shall be borne by Tenant. All amounts due under the provisions of this Paragraph 15.07 shall be payable by Tenant within ten (10) days after demand by Landlord. 15.08 DELIVERIES TO PREMISES: Tenant shall complete all deliveries, loading, unloading, and services to the Premises in accordance with Rules and Regulations promulgated by Landlord for all tenant’s or owners within the Project. Tenant shall restrict any delivery trucks or other vehicles servicing the Premises from parking or standing in front or at the rear of the Premises or the premises of any other tenant or occupant in accordance with Rules and Regulations promulgated by Landlord for all tenant’s or owners within the Project. Landlord reserves the right, from time to time, to regulate further the activities of Tenant with respect to deliveries to and servicing of the Premises and related matters, and Tenant agrees to abide by such further reasonable regulations of Landlord. ARTICLE 16. DEFAULTS BY TENANT 16.01 EVENTS OF DEFAULT: Each of the following shall constitute a material default and breach by Tenant under this Lease: (a) If Tenant is at any time in default of its obligation to pay (x) any Rent or Additional Rent pursuant to this Lease when due, or (y) any other charges, fees or reimbursements payable by Tenant pursuant to this Lease and the default under this clause (y) continues for more than ten (10) days after Landlord gives written notice thereof to Tenant; (b) If any representation or warranty made by Tenant to Landlord is incorrect or misleading in any material respect when made, or if any information provided by or on behalf of Tenant to Landlord in connection with this Lease or for the purpose of inducing Landlord to lease premises in the Project to Tenant shall be or shall have been false or misleading in any material respect when so provided to Landlord; (c) If Tenant is in default in the prompt and full performance of any of its obligations under this Lease other than those specified in subparagraphs (a), (b), (d), (e), (f) or (g) of this Paragraph 16.01, and such default continues more than thirty (30) days after written notice specifying the particulars of such default; (d) Tenant defaults under the terms of any definitive ancillary agreements entered into between Tenant and Landlord or any affiliates of Landlord; (e) If Tenant vacates or abandons the Premises or otherwise fails to occupy and operate the Premises in accordance with the requirements of this Lease; (f) (i) If Tenant or any guarantor of any of Tenant’s obligations under the Lease makes a general assignment or general arrangement for the benefit of creditors; or (ii) if a petition for adjudication of bankruptcy or insolvency, or for reorganization or rearrangement, is filed by or against Tenant or any such guarantor under Federal bankruptcy laws or under any state’s insolvency laws or other laws for the protection of debtors and is not dismissed within thirty (30) days; or (iii) if a trustee or receiver is appointed to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease and possession is not restored to Tenant within thirty (30) days; or (iv) if substantially all of Tenant’s assets located at the Premises or if Tenant’s interest in this Lease is subjected to attachment, execution or other judicial seizure which is not discharged within thirty (30) days; or (v) if Tenant, any such guarantor or any person or entity directly or indirectly owning or controlling Tenant announces that it shall or intends to cease the conduct of its business and, as a result thereof, Landlord reasonably believes that Tenant will cease conducting business in the Premises, or (vi), or (vii) Tenant rejects or otherwise disavows its obligations under the Lease. If a court of competent jurisdiction determines that any of the acts described in this Subparagraph (e) is not a default under this Lease, and a trustee is appointed to take possession of Tenant’s assets or if Tenant remains a debtor in possession and such trustee or Tenant transfers Tenant’s interest in this Lease, then Landlord shall receive, as Additional Rent, the excess, if any, of the Rent (or any other consideration) paid in connection with such assignment or sub-lease over the Rent payable by Tenant hereunder; DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 23 Initials: ________ // ________ LANDLORD TENANT (g) If any guarantor of any of Tenant’s obligations under the Lease revokes or otherwise terminates, or purports to revoke or otherwise terminate, any guaranty of all or any portion of Tenant’s obligations under the Lease. Unless otherwise expressly provided, no guaranty of the Lease is revocable after being delivered to Landlord; or (h) If any default (beyond the applicable grace or cure periods, if any) by the tenant should occur under that certain lease being executed by Landlord and Tenant as of the date hereof for certain other premises that are adjacent to the Premises. 16.02 REMEDIES UPON TENANT’S DEFAULT: Should Tenant be in default under this Lease beyond the applicable cure period provided for in this Lease, if any, Landlord may exercise any of the following rights without further notice or deman d of any kind to Tenant or any other person, except as required by applicable Laws: (a) The right of Landlord to terminate this Lease and Tenant’s right to possession of the Premises and to reenter the Premises, take possession thereof and remove all persons therefrom, following which Tenant shall have no further claim thereon or hereunder; (b) Landlord has the right described in California Civil Code Section 1951.4 (lessor may continue the lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). The right of Landlord, without terminating this Lease and Tenant’s right to possession of the Premises, to reenter and occupy the whole or any part thereof for and on account of Tenant and to collect any unpaid Rent and other charges which have become payable, or which may thereafter become payable; or (c) The right of Landlord, even though it may have reentered the Premises, in accordance with Subparagraph 16.02(b) above, to elect thereafter to terminate this Lease and Tenant’s right to possession of the Premises. (d) If Tenant is in default in the performance of any covenant other than the payment of Rent, Landlord may attempt, at Tenant’s expense to effectuat e a cure of such default. Tenant shall, on demand, pay Landlord as Additional Rent all amounts that Landlord states in one or more notices (which may be given successively) to Tenant as being Landlord’s actual costs and expenses paid and/or incurred, and/or Landlord’s estimate of the costs and expenses that Landlord will pay and/or incur, in effectuating or in attempting to effectuate such a cure. Should Landlord have reentered the Premises under the provisions of Subparagraph 16.02(b), Landlord shall not be deemed to have terminated this Lease or have accepted a surrender thereof by any such reentry, unless Landlord shall have notified Tenant in writing that it has so elected to terminate this Lease and Tenant’s right to possession. Tenant furthe r covenants that the service by Landlord of any notice pursuant to the unlawful detainer statutes of the state where the Project is located and the surrender of possession pursuant to such notice shall not (unless Landlord elects to the contrary at the tim e of, or at any time subsequent to, the serving of such notice and such election is evidenced by a notice to Tenant) be deemed to be a termination of this Lease. In the event of any reentry or taking possession of the Premises as aforesaid, Landlord shall have the right, but not the obligation, to remove therefrom all or any part of the merchandise, fixtures or Personal Property located therein and to place the same in storage at a public warehouse at the expense and risk of Tenant. The rights and remedies given to Landlord in this Paragraph 16.02 shall be additional and supplemental to all other rights or remedies which Landlord may have under Laws in force when the default occurs. 16.03 LANDLORD’S DAMAGES: If Landlord elects to terminate this Lease and Tenant’s right to possession of the Premises in accordance with the provisions of this Lease, Landlord may recover from Tenant as damages, all of the following: (a) The worth at the time of award of any unpaid Rent and other charges which has been earned at the time of such termination; plus (b) The worth at the time of award of the amount by which the unpaid Rent and other charges which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves Landlord could have reasonably avoided; plus (c) The worth at the time of award of the amount by which the unpaid Rent and other charges which Tenant would have paid for the balance of the Term after DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 24 Initials: ________ // ________ LANDLORD TENANT the time of award exceeds the amount of such rental loss that Tenant proves Landlord could have reasonably avoided; plus (d) The un-amortized portion of those costs incurred by Landlord in connection with this Lease (“Front-End Expenses”), which Front-End Expenses include the construction allowance provided by Landlord to Tenant pursuant to terms of this Lease (if any), commissions and fees incurred by Landlord in entering into this Lease and any rent or other concessions made by Landlord in connection with this Lease with amortization calculated on a straight-line basis over the number of months during the Lease Term in which Tenant is obligated to pay Minimum Annual Rent, and such amounts shall become immediately due and payable as rent earned at the time of such termination of the Lease; plus (e) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result there from including without limitations costs or expenses incurred by Landlord in (i) maintaining or preserving the Premises after such default, (ii) recovering possession of the Premises, including attorneys’ fees therefore, (iii) expenses of leasing the Premises to a new Tenant, amounts paid or incurred for renovations or alterations of the Premises, attorneys’ fees and leasing commissions paid or incurred; plus (f) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by the Laws of the State of California. As used in Subparagraphs (a) and (b) above, the “worth at the time of award” is computed by allowing interest on unpaid amounts at the rate of ten percent (10%) per annum. As used in Subparagraph (c) above, the “worth at the time of award” is computed by discounting such amount at the discount rate of the Federal Reserve Bank located nearest to the Project in effect at the time of award, plus one percent (1%). For purposes of this Article 16, all Rent other than Minimum Annual Rent, shall, for purposes of calculating any amount due under the provisions of Subparagraph (c) above, be computed on the basis of the average monthly amount of Rent payable by Tenant during the immediately preceding thirty -six (36) month period, except that if it becomes necessary to compute such rental before such thirty-six (36) months of the term hereof has expired, then such Rent shall be computed on the basis of the average monthly amount of Rent payable during such shorter period. Tenant’s obligations under this Article 16 shall survive the termination of this Lease. 16.04 FIXTURES AND PERSONAL PROPERTY: In the event of Tenant’s default beyond applicable grace or cure periods, if any, all of Tenant’s Fixtures and other Personal Property shall remain on the Premises, and during t he period of such default Landlord shall have the right to take the exclusive possession of such items and to use them without charge until all such defaults are cured, or, at Landlord’s option, to require Tenant to forthwith remove such items, subject to the rights of any secured creditors of Tenant. 16.05 NO WAIVER: The failure of Landlord or Tenant of to enforce any term, covenant, obligation, agreement or condition (collectively, “Obligation”) contained in this Lease shall not be deemed to be a waiver of such Obligation, of any breach thereof, or of any other term, covenant or condition of this Lease, unless such waiver is in writing and signed by the waiving party. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any Obligation contained in this Lease or of any right of Landlord to terminate the Lease by reason of such breach, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such Rent. No waiver by Landlord of any Obligation shall be deemed to im ply or constitute any further waiver of that or any other Obligation. The failure of Landlord (a) to seek redress for the breach of, or default in, or (b) to insist upon strict performance of, any Obligation or any of the rules and regulations pertaining to the Project shall not be deemed either (x) a waiver of any rights or remedies that Landlord may have with respect thereto, or (y) a waiver of any subsequent breach of, or default in, such Obligation or such rules and regulations. No act or thing done by Landlord or by its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such a surrender of the Premises shall be valid or binding unless such agreement is in writing and signed by Landlord. The delivery by Ten ant to any employee or agent of Landlord of keys to the Premises shall not constitute a termination of this Lease unless Landlord has entered into a written agreement to that effect. No payment by Tenant, nor acceptance by Landlord, of a lesser amount tha n the entire amount of rent and other charges required to be paid by Tenant pursuant to this Lease, will be deemed to constitute anything other than a payment on account of such entire amount, and Tenant shall continue to owe Landlord the remainder thereof, together with all other amounts required by this Lease to be paid by Tenant. No endorsement or other statement on any check, or any letter accompanying any check or payment, will be deemed an accord and satisfaction. Landlord may accept such checks and payment without prejudice to Landlord’s right to recover the balance of the amounts required by this Lease to be paid by Tenant or to pursue Landlord’s rights and remedies for the nonpayment thereof. Landlord’s collection from a person or entity other than Tenant of rent or other amounts required by this Lease to be paid by Tenant shall not be DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 25 Initials: ________ // ________ LANDLORD TENANT deemed a waiver of the restrictions on assignment, subletting and other transfers of Tenant’s interests under this Lease, or a release of Tenant from the complete and timely performance of all of its Obligations contained in this Lease. ARTICLE 17. DEFAULTS BY LANDLORD 17.01 NOTICE AND CURE: If Landlord fails to perform any covenant, condition, or agreement contained in this Lease within thirty (30) days after receipt of written notice from Tenant specifying such failure (but, if such failure cannot reasonably be cured within thirty (30) days, this sentence shall apply only if Landlord does not commence to cure the failure within that thirty (30) day period, or does not thereafter pu rsue such cure with reasonable diligence until completed), then such failure shall constitute a default hereunder and Landlord shall be liable to Tenant for any damages Tenant sustains solely as a result of Landlord’s default; provided, however, that any money judgment that Tenant may obtain against Landlord resulting from any default or other claim arising under this Lease shall be satisfied only out of the rents, issues, profits and other periodic income thereafter actually received on account of Landlord ’s right, title and interest in the Premises and/or Project, and no other real, personal or mixed property of Landlord (or of any of the partners which comprise Landlord, or of partners or principals of such partners comprising Landlord, if any, or of Land lord’s officers, shareholders or directors, if any), wherever situated, shall be subject to levy, attachment or execution or otherwise used to satisfy any such judgment. Tenant hereby waives any right it otherwise might have to satisfy a judgment against Landlord except from the rents, issues, profits and other periodic income thereafter actually received by Landlord on account of Landlord’s right, title and interest, if any, in the Premises and/or Project and Landlord’s interest in the Project. 17.02 CURE BY TENANT: If, after notice to Landlord of default, and if the default is not cured as provided in Paragraph 17.01 (or if cure is not commenced and then diligently pursued as provided in Paragraph 17.01), then subject to any other limitations in this Lease, Tenant shall have the right to cure that default at Landlord’s expense and Landlord shall pay the reasonable cost of effectuating such cure promptly following receipt of a bill from Tenant itemizing that cost in reasonable detail. Except as otherwise speci fically provided in this Lease, Tenant shall not have the right to terminate this Lease or to withhold, reduce, or offset any cost of cure or any other claims it may have against any payments of Rent or any other charges due and payable to Landlord under this Lease. 17.03 NOTICE TO LENDER: Tenant agrees to send by certified or registered mail to any lender having a recorded deed of trust secured by the Project and provided that Tenant shall have been given written notice of the name and address of said lender, a copy of any notice of default served by Tenant on Landlord. If Landlord fails to cure such default within the time provided for in this Lease, Tenant shall provide any lender whose name and address shall have been delivered to Tenant in writing with not ice of such failure and such lender shall have a concurrent thirty (30) days following receipt of such notice to cure such default; provided that if such default cannot reasonably be cured within the additional thirty (30) day period, then such lender shal l have such additional time to cure the default as is reasonably necessary under the circumstances. 17.04 NO TERMINATION, ABATEMENT OR OFFSET: Except as otherwise specifically provided in this Lease, Tenant shall not have the right to terminate this Lease or to withhold, reduce, abate or offset any damages, costs of cure or any other claims it may have against any payments of Rent or any other charges due and payable to Landlord under this Lease. 17.05 EXCULPATORY PROVISION: If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and, as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied solely out of (i) the proceeds of sa le received upon execution of such judgment and levy thereon against the then current right, title and interest of Landlord in the Project, (ii) the rents or other income from the Project thereafter receivable by Landlord; (iii) the consideration thereafter received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Project, provided, however, that in no circumstance shall Landlord or any partner, member or joint venturer of or in Landlord be per sonally liable for any deficiency, the recourse of Tenant being limited as set forth in this Paragraph 17.05; and/or (iv) the net proceeds thereafter distributable to the Landlord from any financing or refinancing of the Project or any portion thereof. ARTICLE 18. SUBORDINATION AND ATTORNMENT 18.01 SUBORDINATION: Within ten (10) days after receipt of a written request from Landlord or any person or entity holding an interest as a mortgagee, beneficiary or trustee under any first mortgagee or first deed of trust encumbering all or any portion of the Premises or Project, or any lessor of Landlord, which request may be given at any time and from time to time, Tenant shall, in writing, on a form as Landlord then may reasonably DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 26 Initials: ________ // ________ LANDLORD TENANT require, subordinate its rights under this Lease to the lien or security interest of such mortgagee, trustee or beneficiary (including all future advances made thereunder subsequent to the effective date of this Lease), the interest of any lease in which Landlord is the lessee, or an REA that may burden the Premises, Project or any improvements that have been, are being, or in the future may be, made to the Project. 18.02 ATTORNMENT: If Landlord’s interest in the Premises is acquired by any ground lessor, beneficiary under a deed of trust, mortgagee or purchaser at a foreclosure sale, then Tenant shall upon request, attorn to such transferee of or successor to Landlord’s interest in the Premises and recognize such transferee or successor as Landlord under this Lease, provided such transferee or successor ac cepts the Premises subject to this Lease. 18.03 ESTOPPEL CERTIFICATE: Tenant shall, at any time and from time to time, upon not less than ten (10) days prior written notice from Landlord, execute, acknowledge and deliver to Landlord a written statement certif ying (i) that this Lease represents the entire Agreement between Landlord and Tenant, and is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), (ii) the dates to which the Rent and other charges are paid in advance, if any; (iii) the Rent Commencement Date and expiration date of the Lease, (iv) whether Tenant has assigned or transferred this Lease or any interest of Tenant therein; and (v) that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder and that Tenant has no right of offset, counterclaim or deduction against Rent, or specifying such defaults if any are claimed together with the amo unt of any offset, counterclaim or deduction alleged by Tenant. Any such statement may be relied upon by any prospective purchaser or lender upon the security of the real property of which the building in which the Premises is located is a part. Tenant’s failure to deliver such statement within the time required shall be conclusive and binding upon Tenant that (a) this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) there are no uncured defaults in Lan dlord’s performance and that Tenant has no right of offset, counterclaim or deduction against Rent, and (c) no more than one (1) monthly installment of Minimum Annual Rent has been paid in advance. Tenant may request an Estoppel Certificate from Landlord in the same manner as provided herein for Tenant. ARTICLE 19. NOT APPLICABLE – INTENTIONALLY BLANK ARTICLE 20. ADVERTISING AND SIGNS 20.01 TENANT’S SIGNS: Tenant shall not affix or maintain upon the glass panes and supports of the show windows, or within twenty-four inches (24”) of any window, or upon the exterior walls of the Premises, any signs, advertising placards, names insignia, trademarks or descriptive material unless Tenant shall have first received the written approval of Landlord as to type, size, color, location, copy nature and display qualities. Anything to the contrary in this Lease notwithstanding, Tenant shall not affix any sign to the roof. Tenant shall not place, construct, or maintain any awning, canopy, advertising matter, equipment, or other improvement or personal property on or adjacent to the exterior walls of the Premises, or in the Common Areas without prior written consent of Landlord. The failure of Landlord to object to any violation of the provisions of this Paragraph 20.01 shall not constitute a waiver of Landlord’s right to object to such violations at a future date, and the act of maintaining any signs, placards, descriptive material, or the like without Landlord’s approval shall not vest any right in Tenant to maintain same in the future. Tenant specifically acknowledges that the provisions of this Paragraph 20.01, as with all other provisions of this Lease, shall not be deemed to have been waived by Landlord except pursuant to a written instrument duly executed and delivered by Landlord to Tenant. Landlord shall have the right to change the name of the Project upon not less than ninety (90) day prior written notice to Tenant. Tenant agrees that the name “PARK PLACE PROJECT” or any other name for the Project, as used in connection with the Project, shall be the sole property of, and belong to Landlord. 20.02 STORE FRONT AND DIRECTORY: One (1) permanent sign for each public entrance into the Premises, and/or storefront facade on the outside of Tenant’s Premises is mandatory, and on or before the date on which Tenant opens for business Tenant at its sole cost and expense shall have caused its standard signage (subject to applicable Laws and the sign criteria attached hereto as Exhibit “E”) to be professionally fabricated and installed in accordance with the sign criteria. Tenant shall submit to Landlord, prior to installation of any of its signs, a detailed sign drawing for Landlord’s review and approval. Landlord’s approval only may be given in writing, and no course of conduct by Landlord or others e xcept for a written approval from Landlord shall constitute an approval thereof. Upon expiration of the Lease term or earlier termination thereof, Tenant shall be responsible for the sole cost of removing its signage attached to and located on the exterior of the Building above the canopy. Landlord shall cause to have said signage removed and submit a bill to Tenant for reimbursement within a reasonable time after the expiration of the Lease term or earlier termination thereof. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 27 Initials: ________ // ________ LANDLORD TENANT 20.03 MAINTENANCE AND ILLUMINATION: Tenant shall be responsible, at its sole expense, to maintain and keep in proper operating order Tenant’s signs, and shall keep the Tenant storefront signs illuminated during all hours required for illumination of Tenant’s signs in accordance with the Rules and Regulations. Tenant’s fascia sign may be wired to the “house” panel, controlled by a common time clock, billed to Landlord, and “passed through” as a CAM expense. 20.04 PROHIBITED MEDIA: Tenant shall not utilize any advertising medium that can be seen or heard outside the Premises, including without limitation, flashing lights, searchlights, loudspeakers, phonographs, radios or television. Tenant shall not display or sell merchandise, or allow merchandise carts or similar devices within the control of Tenant, to be stored or to remain outside the Premises. Tenant shall not conduct or permit to be conducted any sale by auction in, upon or from the Premises, whether said auction be voluntary, involuntary, pursuant to any assignment for the payment of creditors or pursuant to any bankruptcy or other insolvency proceeding. Tenant shall not, and shall not permit any person or entity acting on Tenant’s behalf to, display, paint, or place any hand bills, bumper stickers, signs, or other advertising device s on any vehicle parked in the parking area of the Project, and Tenant shall not distribute or permit any person or entity acting on Tenant’s behalf to distribute any handbills or other advertising devises in the Project. ARTICLE 21. SECURITY DEPOSIT 21.01 PAYMENT OF SECURITY DEPOSIT: Tenant shall deposit with Landlord a sum equal to the last month rent, (herein “Security Deposit”) within the earlier of (a) 90 days of the Application Results Date, as defined in Section 2.10; or, (b) when Tenant and Tutelian & Co., Inc. have reached agreement on the building plans for Tenant’s Improvements, and Landlord has commenced demolition of the improvements currently in the Premises that must be demolished to commence construction of the Tenant’s Improvements. The Security Deposit shall be held by Landlord without liability for interest as security for the faithful performance by Tenant of all of its obligations under this Lease. The Security Deposit shall not be mortgaged, assigned, t ransferred or encumbered by Tenant without the prior written consent of Landlord, and any such action by Tenant without such consent shall be without force and effect and not binding on Landlord. 21.02 APPLICATION OF SECURITY DEPOSIT: If any Rent herein reserved or any other sum payable by Tenant to Landlord is overdue and unpaid or paid by Landlord on Tenant’s behalf, or if Tenant fails to perform any of its obligations under this Lease, or if Tenant otherwise is obligated to pay Landl ord any amount of money, then Landlord may, at its option and without prejudice to any other remedy which Landlord may have, appropriate and apply the entire Security Deposit or so much thereof as is necessary to compensate Landlord for loss of Minimum Ann ual Rent or Additional Rent or other Rent, or damages sustained by Landlord due to such default by Tenant, or such other amount of money that Tenant then is obligated to pay to Landlord. In that event, Tenant shall immediately restore the Security Deposit to the amount then required to have been deposited as a Security Deposit pursuant to this Lease, as adjusted pursuant to Paragraph 21.01. If Tenant complies with all of the terms of the Lease and promptly pays when due all Rent and all other sums payable by Tenant under this Lease, the unapplied Security Deposit (or the balance thereof remaining, if any) shall be returned in full to Tenant not later than thirty (30) days following the end of the Term and delivery of possession of the Premises to Landlord in the condition required by this Lease. 21.03 BANKRUPTCY: In the event of bankruptcy or other proceedings against Tenant under any Laws for the protection of debtors from creditors, the Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for the earliest periods prior to the filing of such proceedings. 21.04 TRANSFER OF LANDLORD’S INTEREST: Landlord may deliver the funds deposited hereunder by Tenant and not previously applied by Landlord pursuant to this Lease to the purchaser of Landlord’s interest in the Premises or credit such purchaser therefore, and upon said delivery or credit Landlord shall be discharged from any further liability to Tenant for the Security Deposit. This provision shall also apply to any subsequent transfers of Landlord’s interest in the Premises. In the case of such transfer of the Security Deposit, Landlord shall give written notice to Tenant of any existing claims against the Security Deposit and of the name and address of Landlord’s successor. ARTICLE 22. EARLY TERMINATION 22.01 EARLY TERMINATION FOR FEASIBILITY: If the City of Fresno does not provide Tenant written notice that it is a top scoring applicant in its cannabis retail license application process within six (6) months of the Effective Date, or if, within twelve months of the Effective Date the City of Fresno does not issue Tenant a Cannabis Conditional Use DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 28 Initials: ________ // ________ LANDLORD TENANT Permit, or if thereafter the State of California fails to provide Tenant the licenses and approvals required to conduct the cannabis activities intended under this Lease, then this Lease (and all addendums) shall terminate effective immediately on such dates. Notwithstanding the foregoing, the effective of an automatic termination of the Lease may be avoided if the parties execute an Amendment to this Lease with an effective date of such termination date, confirming the parties intention to continue the Term of the Lease for a further period. In the event of termination, Landlord shall be entitled to keep any Rent paid until such termination, and Tenant’s Security Deposit shall be returned. Tenant shall further be responsible for all payments due under the Work Letter through the date of termination (including reimbursement to the Landlord for all construction drawings completed, and payments to Tutelian & Co., Inc., or any other contractor or subcontractors performing any Tenant Improvements). Tenant shall thereupon have no further obligations to the Landlord. ARTICLE 23. GENERAL PROVISIONS 23.01 PLATS AND RIDERS: Clauses, plats, riders, exhibits and addenda, if any, referred to as affixed to this Lease are a part hereof as though set forth full at length herein. 23.02 WAIVER: The waiver by either party of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term covenant or condition herein contained. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding default by Tenant of any term, covenant or condition of this Lease, other than the failure of the Tenant to pay the particular rental so accepted, regardless of Landlord’s knowledge of such preceding default at the time of the acceptance of such rent. No waiver by either party shall be binding unless in writing and signed by such party. 23.03 JOINT OBLIGATION: If more than one Tenant is shown on the signature page hereof, the obligations hereunder imposed shall be joint and several. 23.04 MARGINAL HEADINGS: The marginal headings and article titles to the articles of this Lease are not a part of the Lease and shall have no effect upon the construction or interpretation of any part hereof. 23.05 TIME: Time is of the essence of this Lease and each and all of its provisions in which performance is a factor. 23.06 SUCCESSORS AND ASSIGNS: The covenants and conditions herein contained, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto. 23.07 PARAGRAPH NUMBERING: All references herein to Paragraph numbers or article numbers shall, unless otherwise expressly stated, mean, respectively, the numbered Paragraphs and articles of this Lease. 23.08 PRIOR AGREEMENTS; CONSTRUCTION: This Agreement contains the entire agreement between the parties relating to the lease of the Premises, and neither party shall be bound by any verbal statement or agreement made heretofore. This Agreement cannot be varied except by written agreement executed by the parties. The inclusion in this Lease of provisions not included in, or deletion of provisions previously included in, prior drafts of this Lease shall not be considered in interpreting the provisions of the final executed version of this Lease. This Lease has been fully negotiated by Landlord and Tenant, each of which has been represented by qualifi ed, competent counsel licensed to practice law in the State of California and experienced in the area of shopping center leasing. Accordingly, any generally applicable rule of construction to the effect that ambiguities in a document, instrument or agreement are to be interpreted or construed in the manner less or least favorable to the drafting party shall have no application to this Lease. 23.09 PARTIAL INVALIDITY: Any provision of this Lease which shall be adjudicated to be invalid, void, unenforceable or illegal shall in no way affect, impair or invalidate any other provision hereof, and all such other provisions shall remain in full force and effect. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 29 Initials: ________ // ________ LANDLORD TENANT 23.10 CUMULATIVE REMEDIES: No remedy or election hereunder shall be deemed exclusive but shall, whenever possible, be cumulative with all other remedies at law or in equity. 23.11 CHOICE OF LAW: This Lease shall be governed by and construed in accordance with the Laws of the State of California. 23.12 SALE OF PREMISES BY LANDLORD: In the event of any sale of the Premises by Landlord, Landlord shall be and is hereby entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale; and the purchaser at such sale or any subsequent sale of the Premises shall be deemed, upon written acceptance thereof, to have assumed and agreed to carry out any and all of the covenants and obligations of Landlord under this Lease. 23.13 NOTICES: All notices and demands which may or are to be required or permitted to be given by either party on the other hereunder shall be in writing. All notices and demands by Landlord to Tenant shall be sent by United States Mail, certified or registered mail, or by FedEx or other courier of nationally recognized standing, with postage or delivery charges prepaid, addressed to Tenant at the address specified in Subparagraph 1.01(c), or to such other place as Tenant may from time to time designa te in a notice to Landlord, or may be sent by hand delivery or by facsimile transmission. All notices and demands by Tenant to Landlord shall be sent by United States Mail, certified or registered mail, or by FedEx or other courier of nationally recognized standing, with postage or delivery charges prepaid, addressed to Landlord at the address set forth in Subparagraph 1.01(c), and to such other person or place as Landlord may from time to time designate in a notice to Tenant. All notices shall be deemed given if personally or hand delivered, at the time of delivery or, if given by facsimile transmission, at the time of verbal confirmation of receipt of such transmission or, if mailed by United States Mail in accordance with the foregoing, upon receipt as evidenced by the return receipt or, if sent by FedEx or other courier of nationally recognized standing, at the time of receipt as evidenced by the signature of the recipient party or the records of the courier service. Any party may change its address for notice by written notice given in accordance with the foregoing provisions. 23.14 AUTHORITY OF TENANT: If Tenant is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that he or she is duly authorized t o execute and deliver this Lease on behalf of said corporation, in accordance with the bylaws of said corporation or pursuant to a resolution duly adopted by its board of directors, and that this Lease is binding upon said corporation. 23.15 INTEREST: Unless otherwise provided herein, all amounts owed to Landlord by Tenant not paid when due shall bear interest at a rate equal to the Bank of America N.T. & S.A. “Reference Rate” as it may vary from time to time plus two percent (2%), or the maximum interest rat e allowed by law, whichever is less (“Interest Rate”). 23.16 NOT USED: 23.17 MODIFICATION: This Lease may not be modified, terminated, or amended in any respect, except pursuant to an instrument in writing duly executed by all of the parties hereto. 23.18 LITIGATION: In the event that any party hereto shall bring any legal action or other proceeding with respect to the breach, interpretation, or enforcement of this Lease, or with respect to any dispute relating to any transaction covered by this Lease, the losing party or parties in such action or proceeding shall reimburse the prevailing party or parties therein for all reasonable costs of litigation, including reasonable attorneys’ fees, in such amount as may be determined by the court or other tribunal ha ving jurisdiction, including matters on appeal. 23.19 FURTHER ASSURANCES: From time to time, either party, at the request of the other party, and without further consideration shall execute and deliver further instruments of conveyance and take such other act ions as the requesting party may reasonably require to complete more effectively the transactions contemplated by this Lease. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 30 Initials: ________ // ________ LANDLORD TENANT 23.20 NO AGENCY OR PARTNERSHIP: The parties hereby confirm that their relationship pursuant to this Lease is that of independent contractors, and that the parties do not intend by this Lease to create any agency, partnership, or joint venture relationship. Neither party is in any way authorized or empowered to incur any obligation or commitment on behalf of the other party. 23.21 GENDER: As used herein, the masculine, feminine or neuter gender, and the singular and plural numbers, shall each be deemed to include the others, whenever the context so indicates. 23.22 NO THIRD PARTY BENEFITS: This Lease is made and entered into for the sole benefit and protection to the parties hereto, and the parties do not intend to create any rights or benefits under this Lease for any person who is not a party to this Lease. 23.23 CONFIDENTIAL INFORMATION: The terms of this Lease Agreement are strictly confidential. Tenant shall not disclose any of the term, covenant or conditions of this Lease Agreement to any other person, firm or entity which is not party hereto. The undersigned agrees to maintain all information (herein “Confidential Information”) in a confidential manner and will not use or disclose in writing, orally or through electronic means any such Confidential Information, directly or indirectly to any person, firm or entity except as herein permitted, at any time, except as may be required by law. This Agreement applies to any and all such Confidential Information despite the manner in which it is received, copied or stored including, but not limited to, records stored electronically or photographically. A breach of this Confidentiality Clause sha ll be a breach of contract for which damages may be recovered. In the event that any action is commenced for the purpose of enforcing the terms of this Agreement, the prevailing party therein shall be entitled to reasonable attorney ’s fees and costs incurred in such action. The parties hereto specifically agree that the amount of damages which would be caused by a breach of this covenant to maintain confidential all Confidential Information would be difficult and impracticable to assess, but that the sum of $15,000.00 is a reasonable estimate thereof, and in the event of a breach of this Paragraph by Tenant, Landlord will be entitled to recover liquidated damages in the amount of $15,000.00. 23.24 NON-DISCRIMINATION: In accordance with the provisions of California Health and Safety Code Sections 33435 and 33436, Tenant hereby covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through it, and this Lease is made and accepted upon a nd subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the demised Premises herein leased nor shall the Tenant itself, or any person claiming under or through Tenant, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sub-lessees, subtenants, or venders in the demised Premises herein leased. Tenant agrees that it shall require its sub-lessees, whether immediate or mediate, to insert the foregoing provisions of this Paragraph 22.24 in any further leases or sub -leases in connection with the demised Premises. 23.25 HOLDING OVER: If Tenant, with Landlord’s consent, remains in possession of the Premises or any part thereof after the expiration of the then-current Term of this Lease, such occupancy shall be a tenancy from month-to-month, upon all the provisions of this Lease pertaining to the obligations of Tenant, but all extensions, options and rights of first refusal, if any, shall be deemed terminated. If Tenant otherwise remains in possession of the Premises or any part thereof after the expiration of the then -current Term of this Lease, such occupancy shall be a tenancy-at-sufferance and, upon all the provisions of this Lease pertaining to the obligations of Tenant, but all extensions, options and rights of first refusal, if any, shall be deemed terminated. Notwithstanding any of the foregoing provisions of this Paragraph 22.25, the Minimum Annual Rent for the holdover period shall be one hundred twenty-five percent (125%) of the Minimum Annual Rent in effect at the expiration of the then-current Term of this Lease (the “Holdover Rent”). Tenant shall pay all Additional Rent, Percentage Rent, if any, and other amounts payable pursuant to the other provisions of this Lease. In addition to the foregoing, Tenant shall pay, and shall indemnify, defend and hold harmless Landlord from and against, any and all losses, liabilities, penalties, damages, costs and expenses (including court costs and reasonable attorney’s fees) and any and all fines or other charges imposed, paid or incurred by or on behalf of Landlord in connection with or related to Tenant’s failure to surrender possession of the Premises or any DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Page 31 Initials: ________ // ________ LANDLORD TENANT part thereof as, when and in the condition required by this Lease, including any and all damages and other amounts paid or payable to another tenant or prospective tenant for the Premises or any portion thereof. If Landlord should commence proceedings to dispossess Tenant by reason of Te nant’s default or holdover after the expiration of the Term, Tenant shall pay to Landlord as Additional Rent, in addition to costs and disbursements, minimum legal fees of or, if more, the legal fees actually paid or incurred by Landlord, in connection with each proceeding so commenced. The increase in Minimum Annual Rent described above shall not constitute or be construed as liquidated damages for Landlord’s losses resulting from Tenant’s holding over. Nothing contained herein shall be construed as Landlord’s consent to Tenant holding over at the expiration or sooner termination of the Term. Notwithstanding the preceding, if Landlord and Tenant are in continuing good-faith negotiations for the renewal and/or extension of Tenant’s lease term, Land lord will abate the requirement that Tenant pay the Holdover Rent pending resolution of such good -faith negotiations. 23.26 BUSINESS DAY: When used in this Lease, the term “Business Day” means a day other than a Saturday, Sunday or Federal or State of California holiday. 23.27 FORCE MAJEURE: Neither party hereto shall not be chargeable with, liable for, or responsible to the other party hereto for anything or in any amount for any delay caused by fire or other casualty, earthquake, flood, inclement weather, explosion, acts of God or the public enemy, any action, inaction, delay or interference by governmental authorities (including, without limitation, delays in promptly obtaining or delivering the permits, approvals, licenses and consents required for any construct ion), war, invasion, insurrection, rebellion, riots, strikes or lockouts, or any other cause, whether similar or dissimilar to the foregoing, which is beyond the reasonable control of either party (collectively, “Force Majeure Delays”). Any delay in eithe r party’s performance under this Lease arising out of or in connection with Force Majeure Delays shall not be deemed to be a breach by a party under this Lease, and any time period within which the party is obligated to perform under the Lease shall be extended for a period of time which is reasonable in light of such Force Majeure Delays (which extension shall in no event be less than the duration of the events causing such delay). 23.28 LEASE NOT BINDING UNTIL DELIVERED: The presentation of this Lease to Ten ant for signature shall not constitute an obligation of Landlord to execute this Lease, and this Lease shall not be binding upon or of any force or effect against Landlord unless and until this Lease has been duly executed by both Tenant and Landlord, and this Lease as so executed by both parties has been delivered to Tenant. 23.29 FINANCIAL STATEMENTS: Tenant shall, upon request of Landlord made at any time and from time to time, within ten (10) days of said request by Landlord, deliver to Landlord or to any party designated by Landlord as a prospective secured lender for or purchaser of the Premises, current, detailed and accurate quarterly and annual financial statements of Tenant, including (a) an income (profit and loss) statement for each of the fiscal quarters subsequent to the most recently ended fiscal year and for each of the two fiscal years that most recently shall have ended (b) a balance sheet as of the end of each such fiscal quarter and each of such two fiscal years. IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement on the date set forth under their respective signatures below. LANDLORD: TENANT: PARK PLACE RETAIL PARTNERS, LP, a California limited partnership By: TUTELIAN & COMPANY, INC., a California corporation, its General Partner By:________________________ Clifford H. Tutelian Its: President Executed on: December ____, 2020 TAT Fresno II, LLC, a California limited liability company By: ____________________________ , Its Sole Manager Executed on: December ____, 2020 DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 12/3/2020 12/3/2020 RIDER TO LEASE PARK PLACE PROJECT 22.31 TENANTS PLANS AND WORK: Subject to Paragraph 2.03 and 5.03, within sixty (60) days of the Application Results Date, Tenant shall submit Tenant’s interior plans, including but not limited to space plans, elevations, finish schedule and material board, (herein “Tenant’s Work”) to Landlord for Landlord’s approval, which shall not be unreasonably withheld or delayed. Tenant shall be responsible to make the necessary investment to improve the Premises for its use, including architectural and construction plans and all related permits. Tenant shall use a licensed architect, contractor and interior designer of its choice and approved by Landlord. It shall be Tenant’s sole responsibility to provide Landlord with a permit- set version of its “as-built” drawings of the Premises within 15 days after Tenant’s receives a certificate of occupancy from the City of Fresno. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 EXHIBIT “A” PARK PLACE PROJECT PREMISES LOCATION PLAN DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 EXHIBIT “A-1” PARK PLACE PROJECT LEGAL DESCRIPTION OF THE PROJECT PARCELS A, B, C, D, E, F, G, H, I and J of Parcel Map No. 2005 -40, in the City of Fresno, County of Fresno, State of California, according to the map thereof recorded in Book 66 of Parcel Maps at Pages 93 and 94, Fresno County Records. ASSESSOR’S PARCEL NUMBERS: 405-530-63, affects Parcel “A” 405-530-64, affects Parcel “B” 405-530-65, affects Parcel “C” 405-530-66, affects Parcel “D” 405-530-67, affects Parcel “E” 405-530-68, affects Parcel “F” 405-530-69, affects Parcel “G” 405-530-70 and 71, affects Parcel “H” 405-530-72, affects Parcel “I” 405-530-73, affects Parcel “J DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 1 EXHIBIT “B” RULES AND REGULATIONS WHICH CONSTITUTE A PART OF THE LEASE These Rules and Regulations shall be attached to and form a part of the Lease at the Park Place Project (the “Project”). Tenant upon execution of the Lease for space at the Project shall be deemed to have read the se Rules and Regulations and to have agreed to abide by them as a condition to its occupancy of space in The Project. In the event of any conflict between these Rules and Regulation, or any amendments or additions thereto, and the provisions of the Lease, such Lease provisions shall control. 1. Tenant and Tenant’s employees shall not loiter in the common areas of the Project nor shall they in any way obstruct the sidewalks, entry passages, driveways, entrances and exits to the Project, and they shall use same only as passageways to and from their respective work areas. 2. Tenant shall not do anything on any premises, or bring or keep anything therein, which will in any way increase or tend to increase the risk of fire or the rate of fire insurance or which s hall conflict with applicable Laws, including the regulations of the fire department or the provision or requirements of any insurance policy on such premises of any part thereof. Tenant shall not use any machinery in its premises, even though the installation thereof may have been originally permitted, which may cause any unreasonable noise, or jar or tremor to the floors or walls or which by its weight might injure the walls or floors of such premises or any other portion of the Project. Tenant shall no t suffer or permit anything in or around the Premises or Project that causes excessive vibration in any part of the Project. No awning or shade shall be affixed or installed over or in the show windows or the exterior of the Premises except as installed by Landlord. If Tenant desires window drop curtains in the show windows of the Premises, the same must be of such uniform shape, color, material, and make as may be prescribed by Landlord and must be installed as directed by Landlord, and paid for by Tenant. 3. Tenant and Tenant’s officers, agents and employees shall not interfere in any way with other tenants or those having business with them, nor bring nor keep in or about the Project any animal or bird (with exception of an authorized pet store or permitted by the ADA or FEHA) nor any bicycle, automobile or any other vehicle, except such vehicles as they are permitted to Park in the designated of the Project parking lot. Tenant and Tenant’s officers, agents and employees shall not throw cigar or cigarette butts or other substances or litter of any kind in or about the Project, except in receptacles placed there for such purpose. Neither Tenant nor Tenant’s officers or its agents and employees shall make or permit any loud, unusual or improper noises in the Project, not interfere in any way with other tenants or those having business with them. Parking in all areas about the Project is provided for the maximum convenience of the patrons of the Project. All tenant cars and tenant employee cars shall be registered with the Project Manager. Employee parking shall be in all circumstances as directed by Landlord or Project manager as Landlord’s representative. Project Manager may issue parking stickers to Tenant and Tenant employees. 4. Tenant shall not make or permit any loud or improper noises or odors in the Project or otherwise interfere in any way with other tenants or persons having business within the Project. 5. Landlord shall have the right to determine and prescribe the weight and proper position of any un usually heavy equipment, including safes, large files, etc., that are to be placed in the Project, and only those which in the exclusive judgment of the Landlord that will not do damage to the floors and structure may be moved into the Project. Any damage, occasioned in connection with the moving or installing of such aforementioned articles in the Project or the existence of same in the Project shall be paid for by Tenant. 6. No machinery of any kind will be allowed on the Premises without the written conse nt of Landlord. This shall not apply, however, to customary office equipment or trade fixtures or exercise equipment. 7. All Christmas and other temporary or special decorations must be flame retardant. 8. Tenant shall give immediate notice to the Landlord in case of accidents on the Premises or in the Project or of defects therein or in any fixtures or equipment, or of any known emergency in the Project. 9. Landlord reserves the right to refuse access to any persons Landlord in good faith judges to be a threat to the safety, reputation, or property of the Project and its occupants. 10. Tenant shall not make any inappropriate use of any toilet rooms, plumbing or other utilities. No foreign substances of any kind are to be inserted therein. 11. No Tenant, employee, or invitee shall go upon the roof of the Project. 12. All freight must be moved into, within, and out of the Premises according to such regulations as may be posted from time to time by the Landlord. Generally, Tenant will not allow delivery vehicles to sit eit her unattended or longer than necessary to load or unload in customer parking areas during Project business hours. Tenant shall endeavor to complete all deliveries, loading, unloading, and services to the Premises before 10:00 a.m. each day. Tenant shall restrict, to the extent possible, any delivery trucks or other vehicles servicing the Premises from parking or standing in front of, the Premises from 10:00 a.m. to 10:00 p.m. of each day. Landlord reserves the right to regulate further the activities of Tenant in regard to deliveries to and servicing of the Premises and Tenant agrees to abide by such further regulations that may be promulgated by Landlord. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 2 13. Tenant shall not place or store in the Common Area any table, chairs, benches, or other personal p roperty of Tenant, except with written consent of Landlord. 14. Landlord shall at all times have the right to designate a particular parking area to be used by employees of Tenant and other occupants of the Project and any such designation may be changed by Landlord from time to time. Tenant and its employees shall park their cars only in those portions of the Common Areas, if any, designated for that purpose by Landlord. Tenant shall furnish Landlord from time to time with an accurate current list of its employees and all its employees’ automobile license plate numbers within fifteen (15) days after taking possession of the Premises and thereafter within five (5) days after any change in the accuracy of the list. If Tenant or its employees fail t o park their cars in designated parking areas, Landlord may, after the first warning, charge Tenant Twenty-five Dollars ($25.00) per day per car for each such violation and shall have the right to have any such car towed away, and all expenses for towing a nd storage shall be borne by Tenant. All amounts due under the provisions of this Paragraph shall be payable by Tenant within ten (10) days after demand by Landlord. 15. No aerial shall be erected on the roof or exterior walls of the Premises, or on the grou nds, without in each instance, the written consent of the Landlord. Any aerial so installed without such written consent shall be subject to removal without notice at any time and at Tenant’s expense. 16. All garbage, including wet garbage, refuse, or trash shall be placed by Tenant in the receptacles provided for that purpose and to be located in the trash disposal area designated by Landlord from time to time. 17. Tenant shall observe all security regulations issued by the Landlord and to comply with instructi ons and/or directions of the duly authorized security personnel for the protection of the Project and all tenants herein. 18. Tenant shall not install, maintain, or operate any vending machines upon the Premises without Landlord’s written consent, which shall not be unreasonably withheld. 19. Tenant shall comply will all safety, fire protection, and evacuation regulations established by Landlord or any applicable governmental agency. 20. Tenant shall use at Tenant’s cost such pest extermination contractor as Landlord may direct and at such intervals as Landlord may require. 21. Tenant shall insure that Tenant’s sign is illuminated daily between sunset and 11:00 p.m or as otherwise permitted by the City of Fresno pursuant to Fresno Municipal Code Section 9 -3309(h). 22. Landlord reserves the right to waive any one of these rules or regulations, and/or as to any particular Tenant, and any such waiver shall not constitute a waiver of any other rule or regulation or any subsequent application thereof to such Tenant or any other Tenant. 23. Landlord reserves the right to rescind any of these Rules and Regulations of the Project, and to make such other and further rules and regulations as in Landlord’s judgment shall from time to time be needful for the safety, protection, care and cleanliness of the Project, the Premises and the operation thereof, the preservation of good order therein and the protection and comfort of the other tenants in the Project and their agents, employees and invitees, which rules and regulations, when made and written notice thereof is given to Tenant, shall be binding upon Tenant in like manner as if originally herein prescribed. However, no rule or regulation adopted by Landlord shall unreasonably interfere with the operation of Tenant’s business. TENANT: TAT Fresno II, LLC, a California limited liability company By: ____________________________ , Its Sole Manager Executed on:___________________________, 2020 DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 12/3/2020 EXHIBIT “C” PARK PLACE PROJECT LANDLORD’S NOTICE OF CERTAIN TERM DATES This Exhibit “C,” when delivered by Landlord to Tenant, is attached to and made part of the Lease dated the __ day of December, 2020, by and between PARK PLACE RETAIL PARTNERS, LP, a California Limited Partnership (“Landlord”) and TAT Fresno II, LLC, a Cal ifornia limited liability company (“Tenant”). The date of this Exhibit “C” is __________________, 2021. 1. The Premises have been accepted by the Tenant as of ___________________, 202 1. The premises are complete pursuant to the conditions set forth in the Lease and the Landlord has fulfilled its obligations therein. 2. Tenant obtained the required Entitlements on _____________________, 2021. 3. Pursuant to the provisions of the Lease the initial term is for a period of 10 years following the first day of the calendar month following the Rent Commencement Date. The Rent Commencement Date is ___________________, 2021. 4. If the Rent Commencement Date of the Lease is other than the first day of the month, the first Rent payment will contain a pro-rata adjustment. Each billing thereafter shall be for the full amount of monthly installments of Rent provided for in the Lease. 5. A security deposit in the amount of has been paid by Tenant and is received by Landlord. 6. Rent is due and payable, without notice or offset, in advance, on the first day of the month for which such payment of rent is due, throughout the Term. Tenant’s Rent checks are to be made payable to Landlord, PARK PLACE HOLDINGS III, LP, and delivered to Landlord at 1401 Fulton Street, Suite 210, Fresno, California 93721. Agreed and acknowledged: TENANT: TAT Fresno II, LLC, a California limited liability company By: ____________________________ , Its Sole Manager Executed on: __________________________, 2021 LANDLORD: PARK PLACE RETAIL PARTNERS, LP, a California Limited Partnership By: TUTELIAN & CO., INC., A CALIFORNIA CORPORATION, its GENERAL PARTNER By:_________________________________ Clifford H. Tutelian Its: President Executed on:___________________________, 2021 DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 12/3/2020 12/3/2020 EXHIBIT “D” WORK LETTER This Tenant's Work Letter ("Work Letter") sets forth the terms and conditions relating to the construction of the tenant improvements in the Premises Lease to which this Tenant's Work Letter is attached (the "Lease"), and shall have the same force and effect as if originally set forth, in full, in the Lease. This Work Letter is essentially organized chronologically and addresses the issues of the construction of the Tenant Improvements (as defined below), in sequence, as such issues will arise during the actual construction thereof. To the extent of any conflict between the terms and conditions of this Work Letter and the terms of the Lease, the terms and conditions of this Work Letter shall prevail and control. Capitalized terms contained herein but not otherwise defined shall have the same meaning as that ascribed to such terms in the Lease. ARTICLE 1 TENANT'S WORK & PLANS 1.1 Initial Plans; Approved Plans. Upon receipt of written direction from Tenant, Landlord shall cause, at Tenant’s sole cost and expense (except as provided herein), Landlord’s architect to prepare an initial space plan for the Premises (the "Initial Plans"), which Landlord shall deliver to Tenant for Tenant’s approval. Within ten (10) days following Tenant's receipt of the Initial Plans, Tenant shall notify Landlord, in writing, whether Tenant approves such plans or if Tenant requires any modifications thereto. If Tenant timely notifies Landlord of any objections to the Initial Plans as provided above, then Landlord shall promptly, at Tenant’s cost, revise the Initial Plans to incorporate Tenant’s requested revisions. Upon the Initial Plans being approved as provided above, same shall thereafter be referred to as the "Approved Plans". 1.2 Cost Proposal. Upon Landlord and Tenant agreeing upon the Approved Plans as provided above, Landlord shall cause Landlord’s, Tutelian & Co., Inc. ("Landlord’s Contractor") to provide a written cost proposal (the "Cost Proposal") for the completion of the improvement shown on the Approved Plans. The Cost Proposal shall be based upon bids obtained by relevant subtrades, as well as permit fees and other costs of completing the Tenant’s Work, and a 15% mark-up for profit and overhead of Landlord’s Contractor. 1.3 Landlord’s Contractor. Following Tenant’s approval of the Cost Proposal, Landlord’s Contractor shall complete the work depicted in the Approved Plans and described in the Cost Proposal. Tenant shall pay Landlord’s Contractor for the costs of such work not later than fifteen (15) days following Substantial Completion. 1.4 Changes. In no event shall Tenant make any changes or modifications to the Approved Plans without the prior written consent of Landlord, which consent shall not be unreasonably withheld (unless such changes or modifications will result in a delay in Substantial Completion (defined below). If any revisions, changes, or substitutions shall be made to the Approved Plans pursuant to Tenant's request, then (a) any additional costs which arise in connection therewith, as well as any other additional costs not otherwise consistent with the Approved Plans or the other terms and conditions set forth above shall be paid by Tenant and Tenant shall, within three (3) days following Landlord's request, deliver to Landlord cash in an amount equal to the amount of such additional costs, plus reasonable overhead and (b) any delays in Substantial Completion which result in connection therewith shall constitute a Tenant Delay (as defined below). ARTICLE 2 SUBSTANTIAL COMPLETION OF TENANT'S WORK 2.1 Substantial Completion. For purposes of this Work Letter and the Lease, "Substantial Completion", "Substantially Complete", "substantial completion" or "substantially complete" or similar words shall be deemed to occur upon the substantial completion/construction of the work set forth in the Approved Plans (the "Tenant Improvements"), with the exception of any punch list items and subject to any alterations, fixtures, work-stations, built-in furniture, or equipment to be installed by or for Tenant. 2.2 Delay of Substantial Completion. If there shall be a delay or there are delays in the Substantial Completion of Tenant's Work or in the occurrence of any of the other conditions precedent to the Commencement Date as a direct, indirect, partial, or total result of any of the following (a "Tenant Delay"): DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 (a) Tenant's failure to timely approve any matter requiring Tenant's approval; (b) A breach by Tenant of the terms of this Work Letter or the Lease (including, without limitation, failing to deliver sums required herein as and when due); (c) Tenant's request for changes in the Approved Plans or Tenant's request for changes to any other drawings prepared in conformance with the Approved Plans; (d) Tenant's requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of Substantial Completion, or which are different from Landlord's Building standard materials; then, notwithstanding anything to the contrary set forth in the Lease or this Work Letter and regardless of the actual date of the Substantial Completion of the Tenant's Work, the Rent Commencement Date shall be deemed to be the date the Rent Commencement Date would have occurred if no Tenant Delay(s) had occurred. ARTICLE 3 MISCELLANEOUS 3.1 TIME OF THE ESSENCE. UNLESS OTHERWISE INDICATED, ALL REFERENCES HEREIN TO A "NUMBER OF DAYS" SHALL MEAN AND REFER TO CALENDAR DAYS. IN ALL INSTANCES WHERE TENANT IS REQUIRED TO APPROVE OR DELIVER AN ITEM, IF NO WRITTEN NOTICE OF APPROVAL IS GIVEN OR THE ITEM IS NOT DELIVERED WITHIN THE STATED TIME PERIOD, AT LANDLORD'S SOLE OPTION, AT THE END OF SUCH PERIOD THE ITEM SHALL AUTOMATICALLY BE DEEMED APPROVED OR DELIVERED BY TENANT AND THE NEXT SUCCEEDING TIME PERIOD SHALL COMMENCE. 3.2 Tenant's Lease Default. Notwithstanding any provision to the contrary contained in the Lease, if an event of default pursuant to the Lease, or a default by Tenant under this Work Letter, has occurred at any time on or before the Rent Commencement Date, then (a) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to cause the cessation of the construction of the Premises (in which case, Tenant shall be responsible for any delay in the Substantial Completion caused by such work stoppage). TENANT: TAT Fresno II, LLC, a California limited liability company By: ____________________________ , Its Sole Manager Executed on: __________________________, 2020 LANDLORD: PARK PLACE RETAIL PARTNERS, LP, a California Limited Partnership By: TUTELIAN & CO., INC., A California Corporation, Its General Partner By:_________________________________ Clifford H. Tutelian Its: President Executed on:___________________________, 2020 DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 12/3/2020 12/3/2020 1 EXHIBIT “E” PARK PLACE PROJECT SIGN CRITERIA I. PURPOSE AND INTENT: A. This criterion has been established for the purpose of maintaining a continuity of quality and aesthetics throughout the Project for the mutual benefit of all Tenants, and to comply with the regulations of the City of Fresno, California. B. Conformance will be strictly enforced, and any installed non-conforming or unapproved signs will be removed at Tenant’s expense. II. GENERAL REQUIREMENTS: A. All signs and their installation must comply with all local building, planning, design and electrical codes. All design and installation criteria of each sign must also be approved by Landlord. B. No animated, flashing or audible signs will be permitted. C. No exposed lamps, raceways, crossovers, conduits, conductors, transformers, or any similar devices will be permitted. D. All tenants must have installed prior to opening for business and maintain the following signs: a. Individual metal channel letters with plexiglass faces, interior illuminated; b. An undercanopy wrought iron sign; c. Three inch high store address numbers are to be painted on the gluing above rear doors . Number style to be Bookman. Color to be determined by Landlord; d. Store address numbers or letters are to be three inches high and imprinted on a wrought iron plate. Letter or number plate to be installed over entry and attached to the existing metal canopy. E. Upon removal of any sign by the Tenant, any damage to the building fascia or sign area will be repaired by the Tenant, or by the Landlord at the Tenant’s expense. Repair work to be completed within a five (5) day period. Except that Tenant shall not be responsible for any costs associated with the removal of the prior tenant’s signage. F. Except as provided herein, no advertising placards, banners, pennants, names, insignia, trademarks, or other descriptive material shall be affixed or maintained upon any automated machine, glass panes of the building, landscape areas, streets or parking areas without the express written approval of Landlord. G. Each Tenant shall submit to Landlord for approval before fabrication, four (4) copies of the detailed drawings indicating the location, size, layout, design and color of the proposed sign, including all the lettering and/or logo, prior to submitting to the City of Fresno for review and approval. H. All permits for signs and their installation shall be obtained by the Tenant or Tenant’s representative. Tenant shall be responsible for submitting Tenant’s sign drawing to the appropriate city agency for approval. I. Tenant shall be responsible for the fulfillment of all of the requirements and specifications set forth i n these general requirements. J. All permits, approvals, consents and licenses, and all fees and costs for or related to signs and their installation shall be obtained and paid, as applicable, by the Tenant or its representative. K. All signs shall be constructed and installed at the Tenant’s expense. L. Tenant shall be responsible for the installation and maintenance of Tenant’s sign. Should Tenant’s sign require maintenance or repair, Landlord shall give Tenant ten (10) days written notice to affect the maintenance or repair. Should Tenant fail to do so, Landlord shall undertake repairs and Tenant shall reimburse Landlord within ten (10) days from receipt of invoice. III. SPECIFICATIONS FOR TENANT SIGNS: Individual illuminated channel letters: Individual illuminated channel letters will be a pan channel metal letter five (5) inches deep. Letter faces will be of Rohm and Haas Plexiglas. Sign letters to be located above and horizontally centered on existing awnings except at building ends where sign letters can be raised to adapt to architectural feature of building DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 2 where needed. Illumination of the letters will be with neon tubing. The metal raceways necessary to accommodate the wiring and transformers required for illuminated the channel letters wil l be mounted on the inside face of exterior wall. A. Definition of major and minor Tenants: Major Tenant is tenant having 40,000 or more leasable square feet. Pad Tenant is tenant of a stand-alone pad. Minor Tenants are other tenants within shops. B. Letter style or logo restrictions: Major and Minor Tenants may have a letter style of their choice. Logo’s may be round, square or rectangular provided they do not exceed the height of the designated sign area. C. Sign Area: Major Tenant and Pad Tenant will be allowed a total combined area for all signs installed equal to two (2) square feet of sign area for each lineal foot of building frontage and one -half square foot for each elevation. The maximum sign copy width shall not exceed 80% of the leased store dimension for Minor Tenants. D. Letter Height Restrictions: Major Tenant – The letter height shall not exceed five feet (5’) overall. Pad Tenant – The letter height shall not exceed three feet (3’) overall. Minor Tenants – The letter height shall not exceed eighteen inches (18”) overall. E. Letter and logo color restrictions (Major/Minor Tenants) a. All tenants individual illuminated channel letters shall be painted white inside and dark bronze #313 on the frame of the letters. b. All channel letter Plexiglas faces shall be of a color of Tenant’s choice and Landlord’s approval. A variety of color is encouraged. c. Logo face colors may vary provided the color is in keeping with the Tenants established criteria. Excessive copy or colors will not be allowed. Logo colors shall be reviewed by Landlord or its agent for approval. F. Where applicable, the lease space at the end position of a building will be allowed two (2) wall signs, one (1) on each building face. G. No more than three (3) signs – [any combination of wall and monument signs] are allowed to identify any one (1) business within the shopping area. H. Shop building address numbers (by Landlord): Building address numbers are to be painted dark brown on the building face and to be located in a lighted area as required by the City Fire Department. Numbers to be six inches (6”) maximum, “Bookman” style. I. Undercanopy wrought iron signs: Undercanopy wrought iron signs shall be twelve inches (12”) in height with a maximum of thirty inches (30”) in length. Background to be black. Copy colors to be #2793 Red with a one-eight inch (1/8”) inset border. J. The stroke of the letter will dictate the number of rows of neon tubing and the milli -amp requirements for internal illumination. The tubing is to be installed and labeled in accordance with the “National Board of Fire Underwriters Specifications”. K. All signs shall have service access to neon, transformers and wiring. L. Penetrations through building walls required for sign installation shall be sealed for water tight condition with silicone sealant. M. Landlord strongly recommends that Tenant use Landlord’s sign consultant/contractor for design, fabrication and installation of Tenant’s sign. IV. INSTALLATION: A. Sign work is not to commence on Tenant’s Premises unless a signed copy of the approved shop drawings have been reviewed by the owner’s sign consultant or other representative. Each sign will be inspected for conformance with the detailed shop drawings. Tenant must use a licensed contractor for installation. B. Tenant’s sign contractor shall completely install and connect the sign display. C. The sign contractor shall repair any damage to the building caused by his work. All penetrations of the building shall be neatly sealed in a watertight condition and shall be patched to match the adjacent finish. Damage to the building that is not repaired by the sign contractor shall be corrected at Tenant’s expense. D. Landlord will inspect Tenant’s sign installation and require Tenant to have any discrepancies and/or code violations and other violations of applicable Laws corrected at Tenant’s expense. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 3 V. LOCATION: All signs shall be centered on sign fascia vertically and horizontally as detailed on the attached drawings. VI. GUARANTEE: The entire sign display shall be guaranteed for one (1) year against defects in material and workmanship. Defective parts shall be replaced without charge. VII. INSURANCE: The sign company shall carry workmen’s compensation and public liability insurance against all dama ge suffered or done to any and all persons and/or property while engaged in the construction or installation of signs in the amount of per occurrence. VIII. ALLOWABLE AREA: Maximum height of letters and length of signs shall be in conforman ce with City of Fresno Sign Ordinance and Landlord’s review and approval. IX. COLOR: Shall be as approved by the Landlord, such approval not to be unreasonably withheld. DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 1 SIGN LOCATION DocuSign Envelope ID: 62855BE4-7F37-44EE-84E8-7EC441B8BA48 Avi Kahan TAT Fresno II LLC 11330 Ventura Blvd. Studio City, CA 90064 November 19, 2020 RE: FMC 9-3316(c) In accordance with FMC 9-3316(c) TAT Fresno II LLC employs or will employ within one year of receiving a commercial cannabis business permit, one supervisor and one employee, who have completed a CAL-OSHA industry outreach course offered by a duly authorized training provider. Sincerely, Avi Kahan Managing Member 1 Dear Members of the Fresno Selection Committee: As the owners of TAT Fresno LLC II (dba The Artist Tree), we appreciate the opportunity to be considered for a cannabis retail license. The Artist Tree celebrates community and creativity by skillfully combining art and cannabis. It is co-owned by Larry Artenian, a Fresno native and true art lover, Clifford Tutetlian, a Fresno native passionate about revitalizing the City’s commercial landscape, Courtney Caron, a stained glass artist and graduate of San Joaquin College of Law and Fresno State, and The Artist Tree’s founders, Lauren Fontein, Avi Kahan, and Mitchell Kahan. Recognizing the similarities between The Artist Tree’s mission and Fresno’s art culture, we have joined forces to bring The Artist Tree to Fresno. With an acclaimed art museum, world renowned public art pieces and a vibrant performing arts scene, Fresno is a destination for art lovers. The Artist Tree’s retail boutique and art gallery will advance the arts in Fresno by showcasing local art and funding art related programs. Partnering with local artists, we will provide free gallery space and allow patrons to experience Fresno’s incredible art scene like never before. We will elevate cannabis retail far beyond other dispensaries with educational programming, personalized customer service, and an extensive selection of locally sourced products. For the past 14 years, we have operated successful and compliant California cannabis businesses. At each stage, we forged deep connections with our patient and customer base, developed welcoming storefronts, and worked tirelessly to create a truly unique business model that has raised the bar for the industry as a whole. Our robust ownership and operations team is incredibly hands-on and will ensure that our store is consumer friendly, safe, financially viable, and compliant with local and state laws. As a team of Fresno locals and passionate cannabis entrepreneurs, we recognize the City’s concerns about allowing cannabis retail. We are committed to creating a beautiful store that enhances your community. Our artistic storefront at 7835 N. Palm Ave. will breathe life into the Park Place development. Through volunteer work, in-kind donations, financial support (including the Cannabis Reinvestment Fund), and mentorship opportunities for social equity applicants, we will benefit the City’s residents. The following application details the many ways The Artist Tree will provide a one-of- a-kind retail experience in Fresno. We encourage you to visit us and take a virtual tour of our flagship store at theartisttree.com. Best wishes, Larry Artenian Clifford Tutelian Lauren Fontein Avi Kahan Mitch Kahan Courtney Caron Proprietary & Confidential Information of TAT Fresno, LLC and Adamant Law Group, PC. Not For Publication. Section 1––––– Business Plan 1 SECTION 1 1.1 Owner Qualifications Expert Ownership Team ––––– 38 Years: Collective Cannabis Experience 57 Years: Legal Experience Lauren Fontein –– Chief Compliance Officer 10 years cannabis law and operations experience J.D. - UCLA School of Law B.A. - Dartmouth College Lawrence Artenian –– Owner Fresno resident, employment attorney and law professor J.D. - University of San Francisco B.A. - Harvard University Avi Kahan –– Chief Financial Officer 13 years experience owning and operating cannabis retail J.D./MBA - UCLA/Anderson B.A. - UCSB Clifford Tutelian –– Owner Fresno resident, Real Estate Developer J.D. - Western State University B.S. - University of Southern California Courtney Caron –– Counsel and Community Affairs Director Cannabis law expert J.D - San Joaquin College of Law B.A. - CSU, Fresno Mitchell Kahan –– Chief Strategic Officer 13 years experience owning and operating cannabis retail B.A. - University of Southern California 2 SECTION 1 Hallmarks of Success: • Unparalleled customer experience • Elegant store design • Unique arts programming • Extensive consumer education • Comprehensive product selection • Competitive pricing Our ownership team includes lifetime Fresno residents Lawrence (Larry) Artenian and Clifford (Cliff) Tutelian, Fresno native and cannabis attorney, Courtney Caron, and The Artist Tree’s founders, Lauren Fontein, Avi Kahan, and Mitchell (Mitch) Kahan. Larry, Cliff, and Courtney have deep roots in Fresno. For his entire life, Larry has resided in Fresno. He is a Professor of Contract Law at San Joaquin College of Law and a Partner at Jones, Kopfman & Artenian LLP in Fresno. For over 3 decades, Cliff has developed iconic properties throughout the Central Valley. Courtney is a graduate of California State University Fresno and San Joaquin College of Law, where she and Larry first became acquainted nearly 17 years ago. In 2020, the team joined forced to develop Fresno’s ideal cannabis store. Lauren, Avi, and Mitch have owned and operated several successful licensed retail cannabis businesses in California since 2006. They created The Artist Tree (“TAT”) to promote local artists and to provide a safe, welcoming and communal space for cannabis exploration. In 2018, they teamed up with Courtney to open the first Artist Tree location in West Hollywood and have continued working with her on subsequent retail projects throughout California. The team is now operating and developing eight retail locations (West Hollywood, Los Angeles (3), El Sobrante, Riverside, Corona and Oxnard) and two cannabis consumption lounges (West Hollywood) under The Artist Tree brand. They co-own additional retail stores in Los Angeles and Long Beach. As in Fresno, Lauren, Avi and Mitch have forged partnerships with local residents and social equity partners to operate their other locations (e.g., Riverside, El Sobrante and Koreatown), promoting local and social equity business ownership. Unlike many other growing cannabis companies, TAT’s owners are directly involved in every aspect of their businesses. They work daily with store management, develop training procedures, create inventory control systems, implement security protocols, interact with customers, and implement community benefit initiatives to continually improve our businesses. They prioritize legal compliance, drawing on their extensive real world knowledge of regulations, licensing, and employee management. Drawing on their combined expertise, the TAT team has developed an eye catching store design that is both inviting and functional, featuring numerous areas for displaying art, educational consoles, and alluring product displays. They will utilize their past experience building out retail locations to update the existing building at 17835 N. Palm Avenue with a natural wood façade, hardwood floors, custom display tables, multiple vault rooms, and alarm and surveillance systems to create the safest and most enjoyable customer experience possible. In addition to cannabis experience, all of TAT’s owners have worked with numerous nonprofit organizations, as detailed below. They will continue their philanthropic efforts in Fresno, partnering with the Fresno Arts Council, Central California Community Food Bank, Fresno Unified School District, Tower Marketing Organization and many more to positively impact the City’s residents. TAT’s ownership team also draws on years of combined education with five J.D.s and an M.B.A from prestigious universities, as outlined in the resumés below. Resumés ––––– The following resumés summarize the cannabis, legal, and operations experience and education of each of TAT’s owners. 15 SECTION 1 Owner Biographies Lawrence M. Artenian ––––– In 1912, Lawrence (“Larry”) M. Artenian’s grandfather moved to Fresno, and thus began the 108 year history of residency. Larry’s father, a veteran of the U.S. Marine Corps, was also a commercial artist and shared his love of art with Larry. Larry is a graduate of Hoover High School, where he won a national championship in speech and debate. After receiving a bachelor’s degree from Harvard University, Larry completed law school at the University of San Francisco and began to practice law with a firm in San Francisco’s financial district. In 1987, Larry joined the McCormick Barstow law firm in Fresno, where he remained for two years before leaving to work independently, while teaching law courses at San Joaquin College of Law. He served as a full-time Professor of Law for nearly twenty years, and he continues to teach as a member of the adjunct law faculty. Larry is currently a Partner in Jones Kopfman Artenian, a Fresno law firm he joined in 2010. Larry’s family connection to Fresno’s historic downtown gave him an early interest in preservation of the city’s architectural and artistic heritage. As a child, he watched the demolition of the courthouse dome and construction of the downtown malls, and he attended the public unveiling of Renoir’s “Grande Laveuse” (the “washerwoman”) by then Mayor Floyd Hyde. At Harvard, Larry was selected by the Graduate School of Design for a seminar course in urban redevelopment, partly because of the international celebrity of Fresno’s Fulton Street redevelopment efforts. Later, as President of the Fresno Downtown Association, Larry was appointed by the City Council to serve on the Central Area Planning Task Force. Working closely with the Director and Staff of the City Planning Department, Larry authored a portion of the Central Area Community Plan that was adopted by the City Council, and sat on an early committee created by Mayor Karen Humphrey to investigate resources for the construction of a downtown triple-A baseball stadium. The team that was interested in Fresno at that time chose to locate in Salt Lake City, but during Larry’s tenure the Downtown Association collected hundreds of pledges from local businesses to purchase seat options, as a way of demonstrating support in the business community for a new downtown stadium. Through his work on the Central Area Planning Task Force, Larry learned that homelessness and hunger are complex problems involving many different sets of circumstances. Larry donates annually to the Central California Food Bank and the Fresno Rescue Mission, and he believes the revenue-generating potential of the cannabis industry can provide a significant source of private-sector financial support for these and other community-based efforts to address the problems of hunger and homelessness in Fresno. The Artist Tree recognizes the importance of reducing food insecurity and homelesness and works to resolve both as part of their Social Responsibility Plan. Larry also led the Downtown Association to sponsor a street art festival during which local artists were given assigned spaces to create 16 SECTION 1 temporary murals, landscapes, and portraits in pastels, directly on the pavement of the downtown malls, as thousands of attendees watched. The art spanned the entire length of the mall and featured a work by guest artist Kurt Wenner, whose innovative street paintings had become well-known in Europe. During the multi- day festival, Wenner created “The Magic Flute” on a huge canvas, taped to the pavement next to the clock tower at Fulton and Mariposa. The painting depicted a scene that included buildings whose architectural elements were taken from some of the ornate structures built in downtown Fresno in the 1920’s. Larry committed funds from the Downtown Association to help purchase the finished work as a gift to the City of Fresno. Today, it hangs in the foyer of Fresno City Hall, above a staircase leading to the Council Chamber. Larry believes in ventures that enrich the lives of people of all backgrounds by bringing them into contact with the arts. As a classical violinist, he was employed as the youngest member of the Fresno Philharmonic Orchestra before leaving for college. As the concertmaster of Harvard’s Bach Society Orchestra, Larry rehearsed with Leonard Bernstein and performed in Boston and New York with many classical recording artists, including cellist Yo Yo Ma and soloists from the New York Metropolitan Opera. Larry also supports and advocates community and professional theater arts, and he has made annual financial contributions to the Oregon Shakespeare Festival for many years. He has also acted in and directed theatrical productions in college, as well as community theater in San Francisco. Through such experiences, Larry has seen over and over again how education and participation in the visual and performing arts can uplift young people and serve as a bridge to better educational opportunity, and ultimately better economic opportunity as well. Shared artistic efforts build self-esteem and a sense of community and teamwork, in much the same way as participation in organized sports. Larry’s interest in law incidentally has a connection to the arts. Larry’s mentor at Harvard was James Vorenburg, then a law professor, and later Dean of the Harvard Law School and Assistant Special Prosecutor in the Watergate hearings. Professor Vorenburg assisted Larry with copyright and licensing issues related to a theatrical production. As an attorney, Larry has represented large and small businesses, public entities, and working people. Today, his efforts focus on representing employees in class action suits to enforce California’s Labor Code and other laws intended to protect the safety and earnings of working people. Larry and his partners have obtained numerous multi-million dollar judgments and settlements on behalf of title and escrow workers, packing house employees, truck drivers, and others, throughout California. Most recently, after a lengthy appeal, the U.S. Court of Appeals affirmed a unanimous jury verdict in a San Francisco federal court, obtained by Larry and his partners on behalf of all Wal-Mart truck drivers in California. Larry gave the closing argument before the jury, which led to a recovery of over $80 million, the largest to date achieved by a Fresno law firm in a single case. Larry and his partners have received various awards for their work. One such award was in recognition of the firm’s application of class action laws to direct many thousands of dollars of settlement funds to Central California Legal Services, a local non-profit organization that extends legal services to people who otherwise could not afford an attorney. On behalf of the legal team in the Wal-Mart case, Larry was nominated as Trial Lawyer of the year in 2017 by the Justice Foundation in Washington D.C. He has been voted “Teacher of the Year” many times by the students at San Joaquin College of Law, and has received the peer-reviewed “Superlawyers” award for both 2019 and 2020 from the legal publishing division of Thompson-Reuters. Larry is both enthusiastic and concerned that the arrival of the cannabis industry in Fresno should 17 SECTION 1 occur in a constructive and community-positive way. The Artist Tree’s proposed project at 7835 N. Palm Ave. is an opportunity to add character and creativity to the Park Place shopping center. Larry believes the contemporary elegance of the Park Place development will provide an ideal setting for visually stunning art displays, creating a positive image and supporting meaningful philanthropic contributions. Larry was first introduced to The Artist Tree through his former student, Courtney Caron. As an avid supporter of the arts and a performing artist himself, Larry was drawn to The Artist Tree’s art centric mission. Larry has partnered with The Artist Tree because it has demonstrated a track record of using its business platform to promote local artists. In addition, The Artist Tree develops its stores to a top-quality design aesthetic. Most importantly, The Artist Tree is committed to providing lasting financial support to worthy causes in the city of Fresno. Larry owns 31% of TAT Fresno II, LLC as a local business owner and resident. Clifford Tutelian ––––– Clifford (Cliff) Tutelian is a second-generation Fresno developer. Growing up in the family business, he worked all of the building trades as a young man. In 1975, Cliff worked with his father, John Tutelian, to establish a development company. Together they developed over a quarter million square feet of industrial space, including food processing and transportation related facilities, in south Fresno. Cliff subsequently obtained a B.S. in Business Administration from the University of Southern California and his Juris Doctorate from Western State University. With a grand vision for downtown Fresno and an entrepreneurial spirit, Cliff was materially involved with the development of Civic Center Square. Civic Center Square is considered the premier office and retail development project in downtown Fresno. Its development project encompasses a six-block area located within the Mariposa Redevelopment Plan. Through extensive renovation of existing structures for re-use as Class A office and retail space and construction of new office buildings, there is over 300,000 square feet of office and retail space within the project. Cliff was President of Civic Center Square from 1995 through late 2004 and founded his own development and property management company, Tutelian & Co., Inc. in late 2003. Still envisioning a vibrant downtown Fresno, Tutelian & Co. has spearheaded many downtown projects, one of which includes the purchase and historic renovation of the San Joaquin Light & Power Building in the Cultural Arts District of downtown Fresno. This building is a Class A office space located at the north end of Fulton Street. Tutelian & Co. has renovated a single-story building located on the corner of Tulare and P Street, as well as the historic Parker Nash building located at Broadway/Stanislaus. Cliff has worked closely with local civic leaders towards the common goal of a vital downtown, including the concept of a new downtown Fresno redevelopment project incorporating approximately 200 units of housing in a mixed-use project with office and retail. Before developing Civic Center Square in 1995, Cliff constructed a 24,000 square foot truss plant. From 1980 to 1995, as president of Poultry Transport Services, a 7-truck firm with $375,000 gross revenue in 1980, he grew the business to a 50-truck firm with 100 employees and $4.8 million gross revenue by 1985. In addition, he constructed a 7-acre trucking facility, a 71,000 square foot industrial facility for lease and was responsible for the design, development and construction of a 150,000 square foot state-of- the-art food processing plant which is now owned and operated by Foster Farms Poultry. Cliff was the lead developer on two additional projects: The Villaggio Shopping Center with a 200,000 rentable square, located in the River Park regional shopping area in north Fresno, and a 80,000 rentable square foot four-story office 18 SECTION 1 building and related 480 stall multi-level parking structure located next to the Civic Center Square project in downtown Fresno. Tutelian & Co. has recently assembled 62 acres of land for the construction of an approximately 600,000 square foot Regional Shopping Center. This project is located adjacent to Freeway 99 in the community of Selma, just South of Fresno. The EIR on the assembled property has been completed and is currently in the annexation process. Tutelian & Co. is also the owner developer of Park Place, a 210,000 square foot mixed office and retail project in the Palm Bluffs regional development in north Fresno. In mid 2020, Cliff partnered with The Artist Tree team to bring high end cannabis retail to Park Place. When considering tenants for the project, Cliff purposely selected The Artist Tree over other potential tenants because of The Artist Tree’s passionate ownership team, commitment to uplifting the City of Fresno, and unique art-centered business model. Cliff owns 20% of TAT Fresno II, LLC as a local Fresno resident and business owner. The Artist Tree Holdings Lauren Fontein, Avi Kahan, Mitchell Kahan, and Courtney Caron ––––– Collective Cannabis Retail Expertise TAT owners Lauren, Avi, and Mitch are a passionate and dedicated team of cannabis entrepreneurs. Beginning in 2006, brothers Avi and Mitch turned their passion for medicinal cannabis and patient access into successful and distinctive cannabis dispensaries. Former corporate attorney Lauren Fontein began working with Avi and Mitch in 2009 when she founded Baked Los Angeles, a medicinal cannabis edible supplier. At Baked, she headed operations and supplied edibles to over 100 medical dispensaries throughout Southern California. Lauren concurrently worked as a legal consultant for Avi and Mitch’s medical dispensaries. Since 2018, they have worked with cannabis attorney Courtney Caron to obtain licenses and expand TAT’s brand throughout California. They leverage the popularity of adult-use cannabis to garner interest in visual and performing arts in upscale retail settings. The team continues to grow its existing businesses and to develop new, innovative cannabis businesses throughout the state. Lauren, Avi, and Mitch collectively own and operate the following businesses: TAT FOUNDERS MITCH KAHAN, AVI KAHAN, AND LAUREN FONTEIN 19 SECTION 1 The Artist Tree Locations West Hollywood Retail West Hollywood Lounges Riverside Retail Los Angeles Retail The Green Easy El Sobrante Retail Koreatown (LA) Retail Marina del Rey Retail MMD Corona Retail Oxnard Retail 20 SECTION 1 Lauren, Avi, and Mitch work as a close knit group, each contributing valuable skills to TAT’s businesses. They have built out locations that are recognized as some of the most unique and beautiful retail stores in Southern California. Their stores far surpass competing businesses in terms of design, customer service and product offerings. Their day-to-day involvement in each business has resulted in successfully and consistently serving over a thousand cannabis consumers daily. They have implemented successful business practices to acquire and retain high quality team members and maintain welcoming workplace environments. They have devised highly detailed security protocols to deter crime, utilizing highly skilled security staff and state-of-the-art security technology. They have navigated the constantly changing legal landscape, communicate regularly with state and local regulatory authorities, and continue to adapt to and comply with all state and local laws. As cannabis industry veterans, they are committed to remaining successful operators at their existing locations as well as expanding TAT to additional California cities. Through their extensive experience and education, Lauren, Avi, and Mitch are extremely qualified to operate TAT’s newest location in Fresno. The following describes their involvement in each of their businesses. The Artist Tree West Hollywood ––––– In May 2018, Lauren, Avi, and Mitch founded TAT in connection with West Hollywood’s retail and consumption lounge cannabis licensing process. The team developed a unique brand and business model to promote the arts and reflect the City’s diverse and creative community. In addition to retail and delivery, TAT’s team envisioned a one-of-a-kind “smokers mecca” and cannabis restaurant. Drawing on her legal background, Lauren worked with Courtney to manage security consultants, architects, and designers and to prepare comprehensive business plan and license applications. Avi and Mitch developed West Hollywood specific standard operating procedures, based on their existing businesses, which stressed consumer education, security, and legal compliance. The team jointly developed financial models, sustainability plans, and an odor control system. In December 2018, TAT was selected by the City of West Hollywood, out of over 120 applicants, to receive five cannabis licenses: (1) adult use retail, (2) medical use retail, (3) smoking consumption lounge, (4) edible consumption lounge, and (5) delivery service. TAT WeHo scored first in four of the five categories and second in the other. It was the only applicant to be awarded all five license types. West Hollywood Retail Store ––––– Avi, Mitch, and Lauren scouted numerous locations in West Hollywood’s highly competitive real estate market, and successfully leased a 4800 square foot retail space on Santa Monica Blvd. in April 2019. The highly visible storefront borders tenants such as Trader Joe’s, Starbucks, and 24 Hour Fitness. The team worked with renowned architectural firm Retail Design Collaborative (RDC) to design the interior. They spent $1.2 million and 5 months building out the expansive space. The vast retail storefront includes a glass clone room, numerous artwork displays, a private consultation room, and custom product tables. Using natural materials, such as reclaimed wood floors and basalt walls, they created a space that TAT WEHO 21 SECTION 1 is airy, bright, open and peaceful. Free standing art easels and original murals from local artists fill the space, making it feel more like an art gallery than a cannabis store. TAT WEHO SHOWROOM TAT WeHo has a private customer lounge, with a floor-to-ceiling original mural created by Ellierex, comfortable furniture, and curated product displays. The lounge provides a space for customers seeking privacy or extra assistance to shop privately with a designated Guide. The lounge is also used for in store events, such as podcasts, educational talks and product launches. PRIVATE LOUNGE WITH ARTIST DANIELLE GARZA (AKA ELLIEREX) Hands On Ownership Lauren, Avi, and Mitch are directly involved in all aspects of TAT WeHo’s operations. As a small, close knit team, each member performs a variety of roles to promote the store’s overall success. Collectively, they oversaw construction of the facility, managing architects and a construction crew, working with the city of West Hollywood to obtain building permits, and sourcing materials. Avi and Lauren worked closely with West Hollywood’s planning department and the BCC to obtain cannabis licenses. Upon opening the store, Mitch worked with TAT WeHo Chief Operating Officer, Aviv Halimi, to develop a sophisticated inventory management system, which tracks store inventory, directs staff on when to transfer items from the main vault to fulfillment and notifies the Purchasing Manager when it is time to reorder certain items. Mitch and Avi draw from the various procedures they developed at their previous locations to operate TAT WeHo, from employee training and retention programs to accounting procedures and safety protocols. They worked with cannabis security expert, Terry Blevins of Armaplex Security, to create a state of the art security system, utilizing multiple secure product storage areas, cash handling procedures, and product tracking. MITCH, LAUREN, AVIV, AND AVI PLANTING CLONES AT TAT WEHO In fall 2019, the TAT WeHo team hired a VP of Operations, Kenny Perez, to conduct hiring, train employees, interact with customers, manage payroll, and oversee day-to-day operations at The Green Easy and TAT WeHo. They also hired Tommy Quicksilver as VP of Business Development. They work closely with Tommy to establish strategic brand partnerships with prominent cannabis brands, such as Dosist, Kiva, Canndescent, Cream of the Crop, 22 SECTION 1 and Connected, and source high quality products. As a result, TAT WeHo has one of the largest product lineups in California, with approximately 900 unique products from over 70 brands. The diverse lineup of products includes established brands and up-and-comers, providing TAT WeHo’s customers with an ever changing selection of well known and limited edition products. The TAT WeHo team devotes significant time and resources towards marketing efforts. Lauren developed TAT’s brand identity, including employee uniforms, design aesthetic, store signage, exit bags, and messaging. She oversaw development of the website and created marketing materials. On an ongoing basis, Lauren works with Tommy, to create social media content, develop marketing campaigns, design print and digital ads, and plan in store events. Mitch manages TAT WeHo’s promotions, from monthly gift bag days to “first time customer” discounts, which have been tremendously successful in attracting new customers and retaining existing customers. He also manages TAT’s CRM platform, creating messaging campaigns, discounts and loyalty rewards to successfully retain customers. Mitch also spearheads out of home advertising campaigns. Avi tracks, reports and transmits state and local taxes. He communicates with the BCC to ensure ongoing licensure compliance. He manages TAT WeHo’s books, monitoring cash flow and accounts receivable/payables, and he submits monthly statements to Gain Federal Credit Union (TAT’s cannabis banking partner) to ensure continued compliance with their cannabis banking program. TAT WeHo recently launched delivery and express pick up. The team designed a user friendly online ordering platform and delivery procedures to efficiently service the surrounding community. The service has been extremely popular with customers, especially in light of COVID-19, and the number of delivery and pick up orders has increased weekly since launching the service in March. FLOWER DISPLAY AT TAT WEHO Customer Education At TAT WeHo, Lauren, Avi, and Mitch educate consumers on all aspects of cannabis. They created an educational glass clone room, housing live cannabis plants in various stages of growth, as the centerpiece of the store. Customers can view the plants up close to get a rare glimpse at the cannabis cultivation process. TAT WeHo offers clone plants for sale along with cultivation supplies through a partnership with several nurseries known for their premium genetics, including Dark Heart, THC Design, and Purple City Genetics. TAT WeHo’s staff includes 2 cultivation experts, who offer cultivation advice to customers interested in growing at home. INSIDE TAT WEHO’S CULTIVATION CUBE TAT WeHo also provides educational content to customers through several touch screen devices. The devices provide personalized product 23 SECTION 1 recommendations, information on cannabis types and strains, explanations on the different types of cannabis products, and information on store’s artwork. The devices are also self service ordering stations, allowing customers to view TAT WeHo’s full menu, review specific product details, and place orders. ARTWORK BY HUNTER REYNOLDS FOR LGBTQ+ HERITAGE EXHIBIT Art and Programming Lauren oversees TAT WeHo’s art program. Her mission is to use art as a voice for positive change and as a way to bring people together. She works with TAT’s art curator to collaborate with local artists and select artwork for the store. TAT WeHo’s rotating art exhibits promote diversity, understanding and community. Each has a focus, reflecting current social issues. For example, in June, TAT WeHo hosted an LGBTQ+ Heritage exhibit in honor of Pride month, showcasing a variety of transgender artists. TAT WeHo is currently exhibiting works from black artists in support of the Black Lives Matter movement with a portion of the sale proceeds going to BLM organizations. Current works at the store includes pieces from up-and-coming and well known artists, including Kevin Champeny, Cody the Creative, Gabe Gault, Dezcjon Lathrop, Hunter Reynolds, and Zoe Rose Schwartz. All of the works are available for sale, and TAT WeHo has facilitated the sale of dozens of pieces to date. All sale proceeds go directly to the artists or nonprofit organizations. Lauren, Avi, and Mitch also commissioned 3 original murals for TAT’s interior from local artists Ellierex, The Couto Brothers, and Jahlil Nginza. ORIGINAL MURAL BY JAHLIL NZINGA TAT WeHo also promotes local artists through its new Artist Sessions program. Inspired by COVID-19, TAT WeHo launched a live stream series to bring attention to local musicians, DJs, comedians and visual artists who are struggling to find outlets for their art. TAT WeHo live streams Artist Sessions performances via its instagram account and other social media channels. In an effort to promote the wellness benefits of cannabis, TAT WeHo also hosts virtual wellness events, such as yoga and sound baths. The events are streamed live and free to attend. During the events, our professional instructors provide advice on therapeutic uses of cannabis in addition to yoga and sound bath instruction. TAT WEHO YOGA INSTRUCTORS - LIVE STREAM WELLNESS SERIES 24 SECTION 1 Documented Success As a result of the team’s combined efforts, TAT WeHo has flourished in its first year of operations. Gross revenue continues to increase month over month as does the number of customers per day. The store currently sees approximately 350 customers daily, with an increase of 20 each month, with growth in both returning and new customers. TAT WeHo is currently on pace to do $12 million in annualized revenue. Moreover, TAT WeHo continually receives praise from customers and consistently maintains a 4.5 star rating on Yelp, Google and Weedmaps. 25 SECTION 1 West Hollywood Consumption Lounges ––––– Lauren, Avi, and Mitch are currently developing both of TAT WeHo’s smoking and edible consumption lounges and will open the first of the lounges in Spring of 2021. The lounge will be located in the second and third stories of the same building that houses TAT WeHo’s retail space. It will provide visitors with a rare opportunity to consume cannabis in a stylish, yet relaxing atmosphere with live entertainment, classes, and freshly prepared food. The second story will house a stage for music and comedy performances, cozy seating, and an open patio. The third story will include a smoke free cafe area and a studio space for wellness and art classes. It will cater to both local residents and tourists as California’s first combined cannabis retail, smoking, restaurant, and event space. TAT Los Angeles (The Green Easy) ––––– Avi and Mitch began their cannabis careers in 2005 when their grandmother, Lilly Kahan, was diagnosed with stomach cancer. While struggling to find legal medicinal marijuana for her pain, they realized a need for legitimate, safe, and professionally run dispensaries in Los Angeles. AVI AND MITCH OUTSIDE THE GREEN EASY In 2006, Avi and Mitch acquired The Van Nuys Group LLC, DBA The Green Easy (“TAT LA”). At the time, most LA dispensaries were operating in unsafe neighborhoods with cheap build outs and insufficient security. In contrast, Avi and Mitch sought to create a safe, comfortable, and inviting environment where all people, particularly those like their grandmother, could legitimately address their medical needs. Avi and Mitch located TAT LA in a highly desirable neighborhood near Los Angeles’s popular shopping center, The Grove, at 7948 West Third Street. Mitch oversaw renovations of the new space and sourced a variety of products from local vendors so that TAT LA would have a more extensive selection than any other dispensary in the area. After extensive renovations, Mitch and Avi opened TAT LA as a stylish retail shop with a welcoming waiting room and a large, well lit showroom - a unique business model in LA at the time. Patients, particularly women, noticed the difference. TAT LA’s location in one of LA’s trendiest retail areas, its friendly, well-trained staff, and its comfortable environment led to over 50% of patients being women - an unheard of number in the cannabis market at the time. In 2013, Avi and Mitch relocated TAT LA to comply with Los Angeles’s updated cannabis ordinance. Although most landlords were still opposed to marijuana tenants, Avi and Mitch were able to secure a lease in the same neighborhood by taking the building owner on a tour of their Third Street location and personally addressing his questions and concerns. Avi and Mitch spent $250,000 building out the new space and moved into their current space at 8311 Beverly Blvd in 2014. They sourced eye-catching artwork and fixtures to create a high-end retail boutique. Bordering West Hollywood, the Beverly Center, and several trendy hotels, TAT LA caters to both local residents and the many tourists that frequent the neighborhood. TAT LA’s customer base consists mainly of professionals looking for a personalized shopping experience with high quality product offerings. It continues to have an unusually high female customer base; approximately 65% of its current patrons are women. 26 SECTION 1 TAT LA was a frontrunner in high end cannabis retail design. Unlike the typical windowless storefronts with uninviting exteriors that existed in 2014, TAT LA opened with floor to ceiling glass walls and doorways looking into its professional and stylish waiting room. Avi and Mitch designed it so that passersby would never guess it was a cannabis dispensary, yet would be eager to step inside. Its showroom features floor to ceiling windows, which are frosted for customer privacy and provide natural lighting and a high end shopping environment. In 2017, TAT LA was officially recognized by Curbed as one of the top ten dispensaries nationwide for its “high design,” earning praise for its “white marble floors, minimalist counter, and top-of-the-line crystal chandeliers.” TAT LA’s welcoming design helps it attract new customers, particularly those that may be apprehensive about entering a cannabis store. The bright and luxurious setting also keeps customers coming back. THE GREEN EASY LOBBY Adult Use Cannabis Retail As an original licensed dispensary in Los Angeles, TAT LA immediately qualified for an adult use retail license in 2018. At that time, Lauren officially became part of the TAT LA team and assisted Avi and Mitch with the license application process to obtain adult-use and medicinal retailer licenses from the state (C10-0000537-LIC)) as well as Los Angeles. With the addition of adult use sales, TAT LA grew its customer base by 50%. It consistently receives high reviews from its patients via Yelp, Weedmaps, and Google. As one reviewer summarized, “Great location, super modern, excellent service and great products!” Avi, Lauren and Mitch distinguish TAT LA from the competition through stellar customer service, upscale ambience and vast selection of products. Security Measures In 2008, TAT LA experienced a robbery. Avi and Mitch responded immediately with increased security measures. They added multiple panic alarms, separated security guards from customers by bank quality bullet resistant glass, and fortified walls with steel plates to prevent robberies from neighboring properties. They upgraded all doors to commercial grade metal and installed metal accordion gates that were concealed behind wall pockets when open. They also installed motion detectors, upgraded to HD camera systems with audio, and added nighttime security. Avi and Mitch have implemented similar security procedures at all of their other retail locations, effectively deterring potential break ins or theft. Involvement in Daily Operations AVI AND MITCH WITH GREEN EASY MANAGER, SUMAIYA ISLAM Avi and Mitch initially managed TAT LA themselves, doing everything from budtending to hiring employees and purchasing. They quickly learned that they needed a full team of well trained and skilled team members to operate successfully. They hired a General Manager and developed 27 SECTION 1 an operations plan and a formal training system for incoming staff. Mitch and Avi oversee hiring decisions and ensure that each team member is professional, enthusiastic and personable. Realizing the value of team member retention, TAT LA offers incentive bonuses for individuals who meet certain milestones, based on time with the company and sales metrics. Mitch and Avi work closely with the General Manager, Sumaiya Islam, to set sales goals, manage inventory, and improve operations. Avi manages bookkeeping, working with the store’s independent auditor and legal counsel to ensure compliance with state and local regulations. Mitch and Lauren handle TAT LA’s marketing efforts, creating digital and print advertisements, in store promotions, email marketing, and social media content. Mitch also works closely with TAT LA’s Purchasing Manager to source inventory. Mitch and Avi have always sought to distinguish TAT LA from its competitors by offering an extremely wide selection of cannabis flower, concentrates, edibles and tinctures. TAT LA caters its offerings to its unique demographic of middle aged professionals, seniors, and women, carrying a large assortment of non-traditional cannabis products, such as topical creams, bath balms and CBD-only products. Mitch has established long term relationships with well known cannabis brands such as Select, Kiva, dosist, Canndescent, and Papa & Barkley. He also sources products from small scale, environmentally conscious producers, such as Flow Kana, a flower brand that works with small, eco friendly cultivators. In 2011, The Green Easy partnered with IndicaOnline to pioneer a point of sale system for cannabis dispensaries. Avi worked closely with IndicaOnline to keep more precise accounting of inventory, employee hours, and sales. At a time when cash and paper receipts were the norm, Avi brought accountability to sales, tax reporting, and inventory management. TAT LA recently transitioned to Blaze POS (“Blaze”) as its point of sale and inventory management system, and also utilizes an independent auditor to take physical inventory of its products once a week for reconciliation purposes. The Artist Tree Re-Brand TAT LA is currently undergoing renovations and will become The Artist Tree LA in Spring of 2021, increasing The Artist Tree’s Southern California brand presence. Lauren, Avi and Mitch have developed a new store layout and design, consistent with TAT’s focus on enhancing the local arts. The updated design includes a gallery space in the entryway, an open floor plan, custom freestanding display tables with products shown through inlaid glass, and increased security features. TAT LA will work in tandem with TAT WeHo, located only 1.5 miles away, to host community events and provide support to local charities. MMD Marina del Rey ––––– In 2012, Avi and Mitch acquired Cantodiem Dispensing Collective LLC, a medical cannabis dispensary now doing business as MMD Marina Del Rey (MMD). They began plans to relocate the dispensary to a prime retail spot in Los Angeles’s Larchmont Village and began construction in 2013. Community Integration Although the location was fully compliant under Los Angeles’s cannabis ordinance, the Larchmont community strongly opposed a dispensary in the neighborhood. Avi and Mitch personally reached out to neighboring businesses and attempted to forge a relationship with the neighborhood council. They published a letter in LarchmontLA addressing residents’ legitimate concerns, such as odor, loitering, and crime. Unfortunately, the Larchmont community was not ready to welcome a medical marijuana collective, despite MMD’s full compliance with state and local laws. Avi and Mitch ultimately decided to relocate MMD to North Hollywood. Through their battle with the Larchmont community, Avi and Mitch learned a valuable lesson on the 28 SECTION 1 importance of working with the local community. They subsequently engaged a dedicated neighborhood outreach coordinator to work with local governments, neighboring residents, businesses, and non profit organizations to help each store enhance its local community. Likewise, the TAT team is committed to working with the Fresno community to address concerns and to seamlessly integrate into the existing surroundings. Successful Relocations In North Hollywood, Avi and Mitch created a warm, welcoming interior with wood floors and a large showroom. Through tailored product offerings, large first time patient incentives, and a rewards program, MMD succeeded in gaining a loyal patient base. In 2018, MMD obtained adult use and medical retail licenses (with delivery) from the state (C10-0000431-LIC) as well as Los Angeles and began adult-use sales. WAITING ROOM AT MMD MARINA DEL REY In an effort to improve and expand their Los Angeles presence, Avi and Mitch relocated MMD from North Hollywood to West Los Angeles in 2019. Concurrent with relocation, Avi and Mitch changed the name of the store from Canto Diem to MMD. The new location, near the ocean and Los Angeles’s burgeoning “Silicon Beach,” draws in a large number of locals and tourists, and Avi and Mitch now see doubled the number of daily customers they saw at the store’s previous North Hollywood location with consistent month over month growth. MMD Long Beach ––––– Avi and Mitch are minority owners of NHS Collective dba MMD Long Beach (MMD LB). In November 2017, Avi and Mitch acquired an ownership interest in MMD LB and assisted with the build out and development of the store. It opened in November 2018 as one of Long Beach’s first licensed adult use dispensaries. The Long Beach Post praised MMD LB for its welcoming “exterior design reminiscent of a coffee shop,” bright showroom, and artwork filled waiting room. Avi and Mitch provide consulting services to MMD LB’s other owners on employee policies, security and inventory management. Since opening in 2018, the store has become one of Long Beach’s busiest dispensaries, winning over locals and tourists with its welcoming aesthetic and friendly staff. BUDTENDERS AT MMD LONG BEACH The Artist Tree Riverside County ––––– In early 2019, Lauren, Avi and Mitch partnered with cousins and Riverside County residents, Michael and Mona Oehlbaum to open two TAT locations in Riverside County. Through their collective cannabis experience and ties to the local community, TAT was selected as the top scoring applicant in Riverside’s RFP process and successfully received the rights to operate two cannabis retail stores in unincorporated areas of Riverside (TAT Riverside) and Corona (TAT Corona). 29 SECTION 1 Like TAT WeHo, the Riverside County locations will feature stylish interior decor, art displays, and educational exhibits, sourcing art Riverside County residents. Drawing on their extensive permitting and development experience, Lauren, Avi and Mitch were the first cannabis group to be approved in the County’s CUP process. They worked closely with Riverside County’s Planning Department and Board of Supervisors to adapt their locations to the surrounding communities and to devise community benefits programs to best serve the County. TAT Riverside location is scheduled to open in March 2021 and will be Riverside County’s first licensed cannabis retail store. TAT Corona, which will be constructed from the ground up, is scheduled to open in late 2021. EXTERIOR OF THE ARTIST TREE, CORONA The Artist Tree El Sobrante ––––– In 2019, Lauren, Avi, and Mitch partnered with friends and Contra County residents Adam Han and Amy Lee to operate a cannabis retail store in El Sobrante (TAT El Sobrante), an unincorporated part of Contra Costa County. They were selected as a top scoring applicant in County of Contra Costa’s cannabis RFP process, earning second place. For the past several months, Avi and Lauren have worked closely with Contra Costa County’s Board of Supervisors and Planning Department to obtain a Land Use Permit (LUP). Avi and Lauren have also attended multiple El Sobrante Municipal Advisory Committee meetings to address neighborhood concerns and introduce themselves to the community. Although the residents were initially concerned over issues such as odor, security, and parking, Avi and Lauren’s in-depth presentations and consideration of community input helped to assuage all the residents’ concerns in a wonderfully positive and uplifting way. Avi and Lauren continue to work with community members to shape TAT El Sobrante’s community benefits plan. Additionally, Avi has been in close contact with Jim Araby of Northern California’s UFCW Local 5 to develop a labor peace agreement and to ensure local, well paying jobs. TAT El Sobrante’s LUP was recently approved by the County of Contra Costa. Construction is scheduled to begin in March 2021 with a projected opening date of Fall 2021. EXTERIOR OF THE ARTIST TREE, EL SOBRANTE Social Equity and The Artist Tree Koreatown ––––– TAT’s owners seek to provide ownership opportunities for individuals from low income areas or who have been disproportionately impacted by the war on drugs. To promote social equity in the cannabis industry, Lauren, Avi and Mitch partnered with social equity applicant Michael Saghian in 2019 to obtain a retail license as part of Los Angeles’s social equity cannabis licensing process. Together, the team secured a prime retail location in Koreatown, LA’s most 30 SECTION 1 densely populated neighborhood. In early 2020, they were one of the top retail applicants in LA’s social equity licensing process and are currently constructing their TAT Koreatown store, with plans to open in March 2021. TAT KOREATOWN The Artist Tree Oxnard ––––– Lauren, Avi, Mitch, and Michael Saghian partnered again earlier this year to develop a retail location in Oxnard (TAT Oxnard). They were selected as the second place applicant in the City’s cannabis competitive license application process, based on their community centered business model, which included specific collaborations with Oxnard nonprofits and arts groups. TAT Oxnard is currently in the permitting process, and the team is working quickly and efficiently to be the first legal cannabis store to open in Oxnard. TAT OXNARD Manufacturing Experience ––––– Prior to working with TAT, Lauren Fontein worked as an Associate in the finance department of Latham & Watkins, LLP in Los Angeles. In 2009, she took a break from her legal career to pursue professional cooking. Lauren was completing a program in Professional Baking & Pastry Arts when Avi and Mitch approached her about making cannabis edibles for The Green Easy. They were having trouble finding reliable edible suppliers for their patients, because cannabis edibles at the time were mostly homemade, packaged poorly, and inconsistently dosed. Lauren developed cannabis-infused products for TAT LA and subsequently founded Baked Los Angeles to supply medical cannabis products to dispensaries throughout LA. Lauren’s product line distinguished Baked from competitors with delicious, consistent, and well packaged products. Baked produced baked goods, such as cookies and brownies, and confections, such as hard candies and caramels. Baked’s easy to dose edibles were popular with medical patients because they were discreet, reliable, safe to consume, tasty, and appropriately dosed. MEDICAL CANNABIS COOKIES FROM BAKED Lauren forged relationships with the owners of several dispensaries and Baked quickly gained footing in the LA market. In 2010, Baked’s rapid growth enabled it to expand from a shared kitchen space to its own commercial kitchen facility. 31 SECTION 1 Lauren oversaw the build-out of the new facility and developed a new line of packaging with FDA compliant ingredient and nutritional information, THC amounts, and consumption directions. She hired additional sales and production staff and continued to grow the business, working full time at the Baked facility as head of operations and sales and supplying edibles to over 100 Southern California dispensaries. Through Baked, Lauren established long term working relationships with Avi and Mitch. In the spring of 2018, she partnered with Avi and Mitch to start TAT and transitioned to working full time for TAT and TAT LA. Community Involvement ––––– TAT TEAM WITH CITY COUNCIL AND NONPROFIT LEADERS At its core, cannabis is not an “industry,” it is a community. Through the years, TAT’s owners have been integral members of the community. They have worked with cannabis groups, local residents, and city and state governments to improve safe access to cannabis and give back to the community. In 2012, striving for legitimacy, TAT LA and MMD joined a group of 50 Pre-ICO dispensaries to support passage of Proposition D to regulate Los Angeles dispensaries. In connection with the campaign, Avi and Mitch’s businesses collectively donated over $200,000 to the UFCW (United Food and Commercial Workers). Their efforts were successful and Prop D passed, providing clarity for dispensary operators and helping to legitimize the medical cannabis industry in LA. On an ongoing basis, TAT LA donates to the Los Angeles Police Department and the Los Angeles Regional Food Bank. MMD hosts seasonal toy drives benefiting the Los Angeles Fire Department, encouraging customer participation by providing a discount to all customers who donate. Similarly, TAT WeHo hosts holiday toy drives in connection with the city of West Hollywood. At its launch party, TAT WeHo donated 10% of its sale proceeds, totaling $2,500, to Project Angel Food, a Los Angeles charity that provides meals to individuals with serious illnesses. TAT WeHo recently donated $1,600 to the Los Angeles Food Bank as part of its “Shop to Stop Hunger” campaign and is currently donating one meal to Feeding America for every sale of a TAT brand preroll. In addition, TAT WeHo works with the West Hollywood Arts Council to co host exhibits, such as the LGBTQ+ Heritage exhibit. In addition, the TAT team is personally involved in several charitable organizations. For several years, Mitch and Aviv have been active with the Society of Young Philanthropists (SYP), which brings together young professionals to support various charitable causes, including Children of Promise and Doctors Without Borders. Lauren donates to First Place for Youth, a nonprofit supporting foster children, and has volunteered as a cooking instructor for Cooking Matters, an organization that teaches health cooking skills to low income families. She also has represented pro bono clients in guardianship matters and to obtain legal residency under the Violence Against Women Act. In addition, Lauren, Avi and Mitch are members of the West Hollywood Chamber of Commerce’s Leadership Council and Cannabis Legislative Committee, helping to draft new local and state cannabis legislation. They are also founding members of the West Hollywood Adult Use Retailers Association (AURA), where they work with community members to provide cannabis education, employment opportunities, and neighborhood beautification. 32 SECTION 1 Courtney Caron ––––– Courtney Caron works closely with the TAT team on all of its cannabis projects, as cannabis counsel and community affairs consultant. Fresno holds a special place in Courtney’s heart, as she spent nearly a decade living, studying, working and volunteering in the City of Fresno. In 1998 as a 17-year-old Freshman, Courtney set out to earn her degree in Communicative Sciences and Disorders (Deaf Education) from California State University, Fresno (CSUF). As a Bulldog, Courtney served as President, Vice President and Philanthropy Chair of Alpha Xi Delta Sorority, President of The Order of Omega, and was named Greek Woman of the Year in 2002 for her philanthropic efforts and leadership skills exhibited as part of the student body. In 2002, Courtney was crowned Miss Fresno County for the Miss America Organization and spent the year volunteering and speaking to Fresno’s youth on Arts Education. Following graduation, Courtney took a teaching position at Sequoia Middle School as a math and science teacher. Having always had an interest in the law, Courtney decided to enroll as a student at San Joaquin College of Law (SJCL). It was there that she met TAT local owner, Larry Artenian, a professor of the law school. While a student, Courtney was a member of Delta Theta Phi Fraternity, served as the Student Bar Association President, sat as a member of the SJCL Board of Directors, was the Brown Scholarship Recipient and was a semi- finalist in the Hooper Moot Court competition. Now, focusing her law practice on cannabis law (an exciting and emerging area of practice), Courtney has been featured in SJCL’s Inter Alia and has spoken on the new student panel. While a law student and following graduation, Courtney worked as a litigation attorney for several Fresno, Sacramento, Los Angeles, and San Francisco area law firms. She eventually moved to Santa Monica, CA, where she founded Adamant Law Group, P.C. a boutique firm specializing in cannabis law and music entertainment law. In 2017, while attending a City Council meeting in the City of West Hollywood, Courtney met Lauren Fontein, Mitch Kahan, and Avi Kahan. Courtney considers this meeting a pinnacle moment in her legal career. Following this meeting, TAT was formed and, together, Courtney, Lauren, Avi, and Mitch drafted and submitted cannabis license applications to the City of West Hollywood. As a former ballerina and stained-glass artist, Courtney’s love for both fine art and performing arts tied perfectly with TAT’s mission of providing a forum for the arts. Courtney successfully helped TAT win 5 cannabis licenses in West Hollywood’s highly competitive merit-based application process. TAT was born. Following the West Hollywood process, Courtney has continued to work with TAT to rank highly in application processes and successfully obtain licenses in Riverside County, Contra Costa County, and Oxnard. For two years, Courtney has followed the legalization of cannabis in the City of Fresno, with the hopes that one day TAT would have the opportunity not only to provide the City with quality cannabis products, but also with a unique forum for local artists to prosper. Courtney has partnered with TAT to operate TAT Fresno, because The Artist Tree’s passion for the advancement of the arts aligns so well within the City. 33 SECTION 1 Aside from TAT, Courtney also represents multiple other successful cannabis clients, for whom she has attained numerous cannabis licenses across the state. Courtney is most proud of the fact that each of her clients are 100% citation free, meaning they operate within the confines of both local and state law. Due to Courtney’s success with merit- based licensing and focus on compliance, Courtney has become one of the most highly sought-after cannabis attorneys in the state of California. Courtney has devoted a great deal of her life to volunteer work and impacting change within her community. On the civic side, Courtney was elected into public office in 2010 as a member of the Board of Directors for a local water utility company. While a resident of Fresno, she volunteered with numerous food banks, homeless shelters, children’s related organizations, and at civic events. In more recent years, Courtney has served as a Steering Committee Member for the Los Angeles Food Bank’s “Food From the Bar” Campaign, a pro bono attorney for Bet Tzedek’s (a legal nonprofit in Los Angeles, CA) LGBTQ Gender and Name Change clinic, a volunteer for Baby 2 Baby, and as a member of the Board of Directors of Rail LA and the Cannabis Chamber of Commerce. With The Artist Tree’s expansion into the City of Fresno, Courtney will serve as both cannabis counsel and Community Affairs Director, developing and implementing TAT’s community benefits programs. Courtney is most excited for the opportunity to implement a free expungement clinic for local residents through a partnership with her alma mater San Joaquin College of Law and other members of the local legal community. Organizational Structure of The Artist Tree’s Operations Team Chief Operating Officer –––––AvivHalimi VP of Operations –––––KennyPerez General Manager –––––Local Fresno Resident VP of Business Development –––––Tommy Quicksilver Purchasing Manager –––––SeanPollack Chief Strategic Officer –––––MitchKahan Chief Financial Officer –––––AviKahan Chief Compliance Officer & Marketing Director –––––Lauren Fontein Cannabis Counsel & Community Affairs –––––Courtney Caron 34 SECTION 1 In addition to the ownership team, TAT also relies on the breadth of knowledge and expertise from its Financial Interest Holders and Advisory Team members, as described below. Aviv Halimi ––––– Aviv is Chief Operating Officer of The Artist Tree Holdings and a TAT Financial Interest Holder. He works closely with Lauren, Avi, and Mitch to operate TAT’s businesses. In 2013, he founded Encore Recycling, an agricultural recycling facility with 300,000 square feet of manufacturing space. At Encore, Aviv managed four facilities with nearly 1,000 employees reporting to him. Encore was acquired by Revolution in 2018, and in 2019, Aviv was awarded Revolution’s Executive of the Year award for his instrumental role in achieving record levels of operational efficiency across his facilities. Simultaneously, Aviv partnered with Avi, Lauren, and Mitch to assist them in operating TAT locations throughout California. Aviv now works full time as COO of TAT, where he is instrumental in developing operational systems, budgets, goals, strategies, and company policies, resulting in continual month-over-month growth at existing TAT locations. He will continue his role as COO as part of TAT’s operations team. Dennis Kahan ––––– Dennis is a financial interest holder of TAT and a retired attorney and business owner. He was the founder and CEO of Teletrac, one of the original geolocation technology providers. Dennis currently works with TAT’s locations as a consultant and investor. In Fresno, he will advise TAT on legal matters and operational strategy. Elizabeth Jonasson Rosas ––––– Elizabeth presently serves as the Strategy and Communications Officer for Fresno Economic Opportunities Commission. Elizabeth also represents the Roosevelt High region on the Fresno Unified School District Board, the third largest school district in California. With her international background and entrepreneurial instincts, Elizabeth began Jonasson Consulting to serve the thriving Fresno business community interested in capturing a larger portion of the Hispanic Market with expansion into Mexico. Impressed with her skills, she was invited to join the City of Fresno to do community outreach and Spanish-language media relations. She continued to use her media and outreach experience joining Coalition for Clean Air, a statewide policy advocacy organization. More recently she used her talent in the San Joaquin Valley office of the California High-Speed Rail Authority as an Information Officer. For her work there she was named the State Public Information Officer of the Year for 2015. Elizabeth will assist TAT with implementation of our local hire program in an effort to exceed the City’s goals represented in its Social Policy. Marie Slater ––––– Marie is a lifelong resident of Fresno and a graduate of Fresno High School and California State University Fresno, where she was a member of Alpha Xi Delta Sorority. Upon graduating Cal State Fresno in 1971, Marie began a 47 year career as a teacher in the Fresno and Clovis Unified School Districts, teaching at both Daily Elementary and Pinedale. Marie has devoted a great deal of time to giving back to the community. She formerly served as an advisor and board member for Alpha Xi Delta (where she met Courtney Caron). Currently, she is a board member of Temple Beth Israel and a volunteer for Mike’s Books through the Housing Authority. Most notably, Marie has been a docent of the Chaffee Advisory Team and Financial Interest Holders 35 SECTION 1 Zoo since 1984. Marie will serve as a powerful addition to TAT’s Advisory Team, contributing her extensive knowledge of the educational system and the needs of youth. Specifically, Marie will guide TAT on the implementation of our Youth Education and Prevention Plan, a comprehensive program designed to properly educate the City’s youth on the dangers of underaged cannabis use. Nicholas (Nick) Crawford ––––– Nick, local resident and founder of Crawford Architecture & Planning has nearly 13 years of experience in architecture and design. As a former employee of Henderson Architectural Group and Don Pickett & Associates, Nick truly understands the architectural landscape of the City of Fresno. Nick will work closely with TAT to ensure that our architectural planning not only meets but exceeds the City’s design plans. Michael (Mike) Pickett ––––– Mike is a Fresno native, and has owned and operated Don Pickett & Associates, Inc., since 2009. His 20 years of experience in construction and development has provided an in-depth knowledge in design, construction and development of commercial projects. His most notable projects are Mathews Harley-Davidson, MVP Packaging, Hope Animal Shelter, Hydro Business Park, A-Plus Signs, Grid Alternatives, Bee Sweet Citrus and SunWest Fruits. Mike will advise TAT on the CUP process and assist with our build-out. Terry Blevins ––––– Terry is the CEO of Armaplex Security, a security company specializing in licensed cannabis business. He formerly worked with the US Department of State and as a Chief Security Officer for several large, multinational corporations. Terry will develop TAT’s final security plan and work with TAT to implement industry-leading security systems in Fresno. Robert Rowe ––––– Robert is the founder of Pyrocop, Inc., which provides Fire & Life Safety Consulting Services across the state of California. Robert has over 27 years of fire service, is a former Fire Marshal, has served as Fire Inspector, Hazardous Materials Specialists and Fire Investigator. Since his retirement in 2007, Robert founded Long Beach based “Pyrocop, Inc.” and has utilized his fire investigative and code knowledge in hundreds of fire loss investigations, civil litigation matters and commercial development projects, including the cannabis industry. Robert has qualified as an expert in fire and safety related matters throughout the United States and consults directly with TAT on the development of City specific Fire & Safety Plans. 36 SECTION 1 1.2 Budget and Financial Model At the heart of the San Joaquin Valley, Fresno is a formidable metropolitan center surrounded by vast agricultural areas. It is home to approximately 530,000 residents and is one of the fastest growing cities in the US. There is a tremendous need for safe access to legal cannabis in the area. There are currently no licensed cannabis dispensaries or delivery services in Fresno or in any of the surrounding communities. The closest licensed dispensaries are 30+ miles away in Lemoore, Farmersville, Merced, Tulare (Medical only), and Woodlake. Therefore, TAT will serve not only residents of Fresno, but residents of surrounding areas, including Clovis, Kerman, Malaga, and Sanger. TAT’s financial model, as set forth in the Pro Forma in Section 1.4, reflects our years of experience operating cannabis businesses. In generating the model, we have assumed our retail location will open for business on September 21, 2021, allowing 4 months for the City of Fresno to award cannabis licenses and another 4 months for TAT to obtain all necessary licenses/permits and complete construction. Initial Capital Expenditures ––––– TAT’s Initial Capex includes renovating the building’s interior and exterior, installing millwork, installing a security & camera system, and building out a vault room. TAT will work with Crawford Architecture, Armaplex Security, and local construction, security and IT providers to complete the project. TAT will also purchase furniture (office desks, chairs, etc.), IT infrastructure (iPads, Elo POS terminals, receipt printers, etc.), interior and exterior signage, and a Toyota Prius for delivery. TAT’s financial model line items capital expenditures and depreciation with the understanding that IRS Section 280E does not currently allow for deductions other than Cost of Goods Sold. Our total capital expenditures total 0 in 2021. TAT will incur other initial costs such as legal fees, accounting fees, and licensing, totaling an additional . TAT’s total start up expense is projected at . TAT understands that unexpected difficulties and challenges often arise when starting a new business, for example, COVID-19. As experienced cannabis operators, we are equipped with the liquidity necessary to give our business time to grow. We have provided proof of funds showing in liquid assets (see Section 1.3). Thus, TAT has readily accessible operational capital far in excess of that needed to fund our start up expenses. Once operational, TAT will occasionally take advantage of a distributor floating product for a period of time (i.e., net 30), generating an accounts payable line item, but TAT’s balance sheet will never have significant liability line items. Should TAT incur unexpected losses beyond 2022, it will remain adequately capitalized and never have to take on outside debt/funding. TAT will rely on its owners and operators’ expertise to efficiently navigate the permitting process and bring its vision to life as quickly as possible. As the first retail cannabis store to open from West Hollywood’s 2018 application process and the first company to obtain CUP approval to date in Riverside County and Contra Costa County, TAT’s operators are adept at managing project buildouts and quickly obtaining licensing. Initial Capital Expenses 37 SECTION 1 TAT’s Proposed Opening Schedule ––––– December 4, 2020 • Phase 1 Application Submittal and Determination of Eligibility; • Move forward to Phase II Evaluation and Initial Ranking. January, 2021 • Submit Building Plans to the Department of Planning for pre- approval to decrease time if selected to move forward. March, 2021 • Move forward to Phase III Interviews and Second Ranking; • Prepare CUP documentation for immediate filing if selected. April, 2021 • Receive Authorization to submit CUP; • Submit pre-drafted CUP and building permits; • Obtain City of Fresno Cannabis Business Tax Certificate and state Seller’s Permit. May, 2021 • Apply for State BCC Type 9 Retailer Permit (2-3 month waiting period); • Apply for any additional regulatory permits. June, 2021 • Upon receipt of final building permit approval, TAT will renovate the interior and exterior of TAT’s location. Renovations will include: –Improving exterior facade; –Installing exterior lighting fixtures; –Building out the waiting room, retail, and employee lounge areas; –Refinishing floors with reclaimed wood; –Installing custom millwork; –Installing security features, including vaults, surveillance system, electronic and mechanical lock systems, and alarms; –Installing Odor Control system; and –Upgrading electrical, lighting, plumbing, and HVAC equipment and systems to be energy efficient. August, 2021 • Prepare for Launch; • Obtain Workers Compensation, Vehicle, and other necessary insurance; • Initiate Community Benefits Plan; • Conduct Teach and Train program; • Hire and Train Employees; • Launch Marketing Campaigns; • Obtain all final approvals (Fire Department, Building & Safety, etc.) and obtain Certificate of Occupancy. September, 2021 • Grand Opening and Commencement of Operations 38 SECTION 1 Upon opening in September 2021 for in-store and delivery sales, we anticipate an initial customer ramp up period paralleling our West Hollywood location. During month 1, we expect to see 40% expected initial traffic, ramping up steadily until 100% of initial store traffic is achieved in month 6. As TAT strengthens its connection to the adjacent community and adult cannabis use becomes more widespread, we anticipate total revenue climbing steadily, from in 2021 (a partial year) to million in 2022, and in 2023. This revenue includes co- marketing income stabilizing in 2022 at per month from partner brands for premium product placement. In 2022, our first full year of operation, we anticipate an average spend of per customer inclusive of taxes (4% City cannabis tax, 7.98% combined City and state sales tax, and 27% state excise tax on wholesale price) and 473 customers per day. Assuming a 4% sales tax rate, TAT will generate in local tax dollars in 2022 increasing to in local tax dollars in 2025. Cannabis Market ––––– Support for legalizing cannabis in the United States continues to grow with 36 U.S. states now having some form of legal cannabis. Cannabis retail sales are forecasted to grow 25% per year for the next three years. Nearly 66% of individuals in the United States believe cannabis should be legal, up substantially from 2001. We anticipate that cannabis will be taken off the Schedule 1 drug list and ultimately legalized at the federal level within the next 10 years. Initial Customer Ramp Chart ––––– Month % of Total Customers Month 1 Sept. 2021 40.0% Month 2 Oct. 2021 52.0% Month 3 Nov. 2021 64.0% Month 4 Dec. 2021 76.0% Month 5 Jan. 2022 88.0% Month 6 Feb. 2022 100.0% 39 SECTION 1 California TAT focuses exclusively on the California cannabis retail market to efficiently and effectively comply with the myriad of state and local cannabis regulations. Marketing and COGS ––––– TAT’s marketing and creative team has many years experience successfully engineering customer acquisition and retention programs. TAT’s marketing expenditures are included within the COGs line item on our financial model. Because of our robust marketing budget and store discounts upon store launch, TAT models COGS as higher in initial years (62.3% in 2022) than subsequent years (55%). Our aggressive initial marketing strategy involves gaining brand recognition and offering frequent promotions to rapidly increase our customer base through the following channels: • Weedmaps / Leafly / IheartJane, • Digital advertisements, • Social media campaigns, • In store events, and • Data driver customer messaging and retention platforms (Mailchimp email platform and SpringBig text messaging). 40 SECTION 1 We will successfully employ these methods to attract new customers, resulting in a steady 20% monthly growth rate. We have budgeted for marketing during our initial ramp per month for 6 months) followed by per month or per year thereafter. We have also modeled delivery COGS much higher than retail COGS at 85%. This is to account for our experience with lower margins for delivery as a result of additional labor costs, vehicular costs, insurance, and occasional undeliverables. TAT operators Lauren Fontein and Mitch Kahan will work directly on marketing campaigns and customer retention management. In collaboration with TAT’s in store team and their brand partners, they will design product promotions, monthly sale days, and special events. As in current TAT locations, Lauren will design marketing materials, including print materials, digital ads, email campaigns, out of home ads, website content, and text messaging imagery. Mitch will craft discount and loyalty programs, manage CRM platforms, and track the efficiency of all marketing campaigns. TAT will adhere to Fresno’s cannabis advertising restrictions and will not advertise on billboards, bus shelters, or placards (FMC § 9-3309(h)(6)). Pursuant to state law, TAT will only advertise in publications or locations where at least 71.6% of the audience is 21 or older and will not use advertisements that are appealing to minors (16 CCR § 5040). 41 SECTION 1 Labor ––––– SARA - TAT WEHO GUIDE TAT models labor needed, above a baseline, as a function of revenue. From past experience, we know that TAT’s Budtenders (“Guides”) and Delivery Drivers can professionally serve 4.2 customers per labor hour. In 2022, we anticipate having 172,476 total customer visits translating into 41,394 required labor hours. Assuming a 40 hour work week, this translates into 20 full time Guide/Delivery positions, scaling up to nearly 27 full time Guides/Delivery Drivers by 2025. In 2022, TAT will also employ over 13 full time Fulfillment employees and 2 Front Desk Employees. TAT starts all Guides, Delivery Drivers, Fulfillment employees, and Front Desk employees at $16 an hour plus benefits. TAT’s business model also includes 3 local senior management positions: a general Manager at a year plus benefits and 2 Floor Managers at per year plus benefits. TAT will hire professional, licensed and bonded armed security guards to provide 24 hour security at our facility pursuant to FMC § 9-3310(b)(1) (xii). We will staff our security guards through McHenry Protective & Investigative Services, licensed Private Patrol Operators with the Bureau of Security and Investigative Services based in Fresno. TAT assumes we will need 6 contracted security personnel in 2021 starting at $17 an hour. In total TAT will create 46 local jobs by 2022 and over 57 local jobs by 2025. All employees at TAT will receive benefits totaling 25% of salaries/wages and are entitled to salary increases averaging 3% annually to promote retention and employee wellbeing. Additionally, we have budgeted an end-of-year bonus program constituting 10% of management payroll costs to be distributed to employees based on performance. Other P&L Line Items ––––– Corporate Overhead TAT has allocated 2% of our yearly gross receipts to Corporate Overhead equaling in 2022. TAT’s highly experienced Executive Team will operate TAT’s Fresno location in tandem with our local managers. At our corporate office in Los Angeles, we centralize purchasing, marketing, business development, legal, and accounting functions for all TAT locations. The Executive Team will provide TAT’s local General Manager with support so he/ she can focus on providing unparalleled customer service to the local client base. Corporate Overhead expenses include the portion of the salaries of our executive team members and other corporate office operating expenses attributable to management of our Fresno location. Local Charities We have allocated 1% of our yearly gross receipts to local Fresno community groups and nonprofits, totaling in 2022 (as fully described in Section 7: Community Benefits Plan). Community Reinvestment Fund We have budgeted 0.5% of our yearly gross receipts for Fresno’s Community Reinvestment Fund totaling in 2022 and increasing to in 2025 to support local equity cannabis businesses. See Section 7 for the many ways that TAT will support social equity business owners. 42 SECTION 1 Other Finally, we have included a catch all Other Expense category, totaling a substantial 3% of gross receipts. This catch all will encompass small line items like Utilities (expected to total less than per year), Payroll Fees, Art Curation Fees, and any additional unexpected business expenses. Summary ––––– TAT’s major expenses are COGS and Payroll, both of which are variable in nature. Should revenue not materialize as anticipated, TAT can reduce costs as needed to ensure continued business success. TAT projects total EBIT to steadily increase and turn positive in 2022. Utilizing our retail experience and the marketing strategies described herein, in conjunction with favorable cannabis industry trends, we believe we will realistically achieve these projections. 1.3 Proof of Capitalization 1.4 Pro Forma We have carefully considered the local market when designing our model to reach realistic customer and sales projections. Fresno is home to 530,000 residents, with approximately an additional 150,000 residents from the surrounding areas of Clovis (112,000), Kerman (15,000), Malaga (1,300), and Sanger (25,000). The City of Fresno will be licensing up to 14 total cannabis retail locations in the first licensing round and may license 7 additional stores in the near future. Our financial model is based on a ratio of approximately 1 retail store per every 32,000 people. Rather than overpromise on unrealistic expectations, our pro formas present a conservative forecast of Profits and Losses for the period of 2021 to 2025. They include a precise breakdown of capital expenses, operating expenses, and sales revenue. For succinctness we have presented the data annually but the model is designed monthly and is available in further detail upon request. 47 SECTION 1 SOP Page Opening / Closing Procedures 48 Day to Day Operations 50 Customer Check-In Procedures 54 Receiving Deliveries 55 Point-of-Sale System 56 Product Vetting Process 61 Delivery Service Procedures 64 Customer Education 69 Cash Handling Procedures 72 Inventory Control Procedures 74 Track and Trace Procedures 77 Record Keeping Procedures 79 Product Testing Procedures 80 COVID-19 Response 82 Standard Operating Procedures TAT implements Standard Operating Procedures (“SOPs”) to guide the day-to-day operations of our cannabis businesses in a compliant manner. We find that a uniform set of policies not only ensures that our employees meet certain company wide standards, but also enables us to standardize operations in all our stores. To provide for ease of review, please see the chart below, which identifies the page where each SOP can be found herein. 48 SECTION 1 1.5 Hours of Operation and Opening & Closing Procedures Hours of Operation ––––– TAT will be open from 8:00 a.m. to 10:00 p.m seven days a week in accordance with FMC § 9-3310(a)(1). Opening Procedures ––––– TAT’s opening procedures ensure the safety of our employees, customers and product. TAT will employ an onsite security guard 24 hours a day to provide maximum protection to the property, ensure the safety of the areas adjacent to the store, and deter potential break ins. Security Guards, Front Desk Staff, Guides, Fulfillment Staff, Delivery Drivers ––––– • Arrive at start of scheduled shift (at least 15 minutes prior to retail opening hours); • Conduct a visual inspection of the storefront, parking lot, and surrounding areas for any security concerns, such as forced entry, loitering, or suspicious activity, before entering the facility; • Immediately report any breaches in security to onsite security guard and Fresno Police Department; • Enter through the secure access employee/delivery entrance with employee specific TAT issued key card; • Place all personal belongings (including cell phones) in employee lockers in the employee lounge area; • Clock-in using individualized employee ID through Wurk (a cannabis specific payroll services provider); • Review posted announcements and check in with Manager on duty for daily team meeting; and • Fulfillment: –Check for orders placed prior to opening and process any pending pick up and delivery orders. • Delivery Drivers: –Check for pending orders and create delivery route; and –Verify that copies of insurance and cannabis licenses are in the delivery vehicle and that the lockbox is property secured inside the vehicle. • Guides: –Receive a designated tablet, POS terminal and cash drawer associated with their employee IDs; –Verify that the amount of cash in drawer equals $100; and –Check that all display products on the sales floor are in the correct place. • Front Desk: –Check that ID scanners and check in computers are up and running. Management Staff ––––– • Arrive at least 30 minutes prior to retail opening hours and follow applicable procedures above; • Disarm the security system utilizing Manager’s individually designated code; • Turn on all indoor lights in retail showroom and back of house (lights in lobby will remain on 24/7); • Manually test all door locks, cabinet locks and safes; • Confirm that security cameras are functioning and free of obstruction; • Deposit $100 into each Elo cash register to ensure sufficient daily change is available. 49 SECTION 1 • Ensure the facility is clear of any slip, trip or fall hazards and that all egress pathways are unobstructed; • Confirm that all signage, including local and state permits, are up-to-date and easily visible; • Turn on the POS and computer systems; • Check inventory levels in Daily Inventory Vault and transfer items from Main Inventory Vault; • Turn on in-store music system (through Soundtrack music service); • Ensure all scheduled staff have arrived or are otherwise accounted for; • Host morning team meeting regarding daily task lists, any new procedures or policies, current promotions, and any outstanding items from the prior day; and • Ensure all staff are in their assigned stations via the schedule listing. Closing Procedures ––––– TAT’s Closing Procedures are designed to ensure the safety of TAT employees, promote the cleanliness of our store, and ensure the integrity of our products. Front Desk Staff and Guides ––––– • Guides: –Reconcile cash drawers at the end of shift and drop cash in safe following TAT’s cash handling procedures; –Ensure all product displays, including flower goblets, product packaging and product information signs, are orderly and in the correct places; and –Charge ordering tablets and wireless card readers. • Fulfillment: Reconcile inventory in Daily Inventory Vault in POS system; • Delivery Drivers: Return any undelivered products to inventory. • Clean the retail floor with broom and wood floor mop; • Wipe down terminals, counters, and other display areas; • Collect all trash/recyclables and empty waste bins into the corresponding dumpster; • Charge all tablets, ID scanners, and mobile debit card processing equipment; • Clock out using Wurk app; and • Gather personal belongings and leave premises prior to the Manager’s departure. Management Staff ––––– • At 9:50 pm, stop admitting customers to retail area and notify all remaining customers that they must complete their purchases; • Escort customers out of the building prior to 10 pm and lock the doors; • Reconcile all of the cash on hand via POS system and place it in the safe; • Reconcile all daily sales records with CCTT-METRC (“METRC”); • Log out of Blaze system and verify that password protection is enabled; • Turn off Soundtrack music system; • Turn off indoor lights in showroom, Manager’s office, and back of house; • Activate the facility alarm system; • Confirm that all surveillance cameras and lighting are functioning and free from obstruction; • Confirm that all doors, cabinets and safes are closed and locked; and • Verify all doors are secure before leaving for the day. 50 SECTION 1 Security Personnel ––––– • Escort staff members to parking lot; • Ensure that no individuals or cars remain on the premises or in the parking lot after store hours other than TAT’s delivery vehicle; • Survey street and sidewalk areas adjacent to store for suspicious persons, vehicles or circumstances (persons potentially laying in wait); and • Exit facility with closing Manager, ensuring the nighttime guard is on duty, with doors secured and alarm activated. 1.6 Day to Day Operations for Retail with Delivery Compliance with State and Local Law ––––– Legal compliance is the backbone of TAT’s operations. Our standard operating procedures have been tested and perfected through years of experience operating compliant cannabis businesses. Our existing stores strictly adhere to all local and state cannabis laws, including tax reporting, inventory procedures, quality control procedures, security measures, delivery procedures, and posting requirements. We will replicate our perfect compliance record in Fresno through strict compliance with the Fresno Municipal Code (FMC) and California state cannabis regulations as fully described below. For example, TAT will: • Verify the age of every individual prior to dispensing cannabis (FMC § 9-3310(a)(3)); • Utilize a buzz-in electronic/mechanical entry system to limit access to the retail area and separate TAT’s waiting area from its retail area (FMC § 9-3310(a)(4)); • Employ armed security personnel onsite 24 hours a day (FMC § 9-3310(b)(1)(xii)); • Prohibit onsite cannabis consumption (FMC § 9-3309(a)); and • Sell no more than the daily limits of cannabis, enumerated in 16 CCR § 5409, to a single customer in a single day. Day to Day Operations ––––– The following outline describes the day to day responsibilities of TAT employees during store hours. The duties of each TAT employee are fully detailed in Section 2. Front Desk Staff ––––– • Keep the front desk surface clean, organized, and free of any prohibited materials, including cell phones, food, beverages, or magazines; • Welcome customers warmly to the store and answer any questions; • Scan and confirm validity of each customer’s government issued ID and check each customer into TAT’s POS pursuant to the check in procedures described in Section 1.6.1.i below; • Upon age verification and check in, grant each customer access to the retail floor area through a “buzz-in” electronic entry system pursuant to FMC § 9-3310(a)(4). 51 SECTION 1 • If the retail showroom is at maximum capacity, based on a 2:1 customer to budtender ratio, advise the customer to wait in the lobby and that he/she will be allowed into the showroom momentarily; • Record the names and numbers of any prospective vendors and refer them to our Purchasing Manager (located at TAT’s corporate office); • If a customer is being physically or verbally aggressive, harassing staff or other customers, exhibiting suspicious behavior, or otherwise acting inappropriately, immediately summon the Manager and Security Guard; –If the Manager advises, tag the customer’s ID in the POS system as a blocked customer, so that the customer cannot re enter TAT in the future; and • Warmly say goodbye and thank you to all customers exiting TAT. Guides ––––– TAT Guides fulfill a variety of different responsibilities depending on the day and the particular needs of the Manager on duty (General Manager or Floor Manager). • Sales Floor: –Greet guests as they enter the retail showroom and make introduction with the goal of engaging with every customer; –To the extent that a customer feels comfortable providing information, gather information to assess each customer’s prior cannabis habits, preferences or needs (e.g., sleep aid, pain relief, creativity, relaxation, or anxiety); –Provide customers with information on products and recommendations to enable customers to select specific items for purchase; –Input customer orders into the Blaze POS through a handheld tablet; –Alternately, for customers seeking self service, direct them to a self service ordering kiosk or tablet; –Walk customers to the cashier area where they will pay and receive their orders; and ›During down time: ›Readjust flower tables to neatly align goblets, product packaging and product description cards; ›Spot clean glass surfaces to remove any marks; ›Reset any product displays that have been moved by customers; ›Dust shelves and other surfaces; and ›Clean and restock restroom. BROOK - TAT WEHO GUIDE 52 SECTION 1 • Cashier: –Greet each customer, make introduction, and ask for customer’s name; –Check status of customer’s order through fulfillment window; –If order is not yet complete, engage the customer and thank him/her for waiting; –When notified by Fulfillment that the customer’s order is ready, retrieve the order from the pass through window without fully turning away from the customer; –Visually confirm the order with the customer one product at a time to ensure the order was packaged correctly and that it matches the items on the receipt; –Retrieve customer’s profile in Blaze POS, take payment via cash or debit card and record the transaction into Blaze; –Allow the customer to take possession of the purchase and thank him/her for shopping at TAT; –If a customer requests a refund or exchange of a product or has another issue with his/her order, retrieve the Manager on duty to address the issue; and –When Cashier’s cash drawer total reaches $500, take the cash drawer to the delivery fulfillment area, count the cash, and drop it into a drop safe with the employee’s name and dollar amount affixed to the drop. Fulfillment ––––– • Monitor inventory levels within the Daily Inventory Vault and identify items that need to be restocked, pursuant to TAT’s inventory control procedure; • Monitor printer for incoming order receipts, which are generated for every in store (through a Guide or self service), online pickup, and delivery order; • Review each receipt, examine the items listed, retrieve the corresponding items, and place them into a TAT shopping bag; • Double check that the items in the bag match the items listed on the receipt; • Upon verification, place the receipt in the shopping bag; • Notify the Cashier(s) that the order is ready by ringing the call bell; • For online pick up or delivery orders, staple the receipt to the outside of the bag and place it in the designated area for pick up or delivery; • Restock any items the Manager has delivered from the Main Vault, ensuring the items are placed in their correct locations; and • Ensure exit bags remain stocked. ARTWORK AT TAT WEST HOLLYWOOD BY CHRIS RUSSO 53 SECTION 1 Delivery Driver (detailed fully in Section 1.6.1.vi below) ––––– • Communicate with Fulfillment staff to prepare orders for delivery; • Route deliveries using TAT’s GPS system; • Contact customers in advance of delivery to confirm arrival; • Safely operate TAT vehicle, park in appropriate areas, and monitor surroundings for potential security threats; • Verify customers’ IDs and medical documents before transferring products to customers; • Collect payment via cash or mobile card reader; • Maintain products and cash in secured lockbox in vehicle; • Transport cash and undelivered items back to TAT; and • Reconcile all delivery transactions in Blaze POS. Additional Guide, Fulfillment, and Delivery Driver Requirements ––––– • Notify Manager on duty immediately of any issues with customers, orders, or deliveries; • Alert Manager on duty and ask to be covered before leaving for a rest or meal break; • Wear employee badge at all times; and • Wear TAT uniform and adhere to TAT dress code at all times. Security Guards ––––– • Conduct a perimeter inspection no less than every hour of the parking lot, street and sidewalk areas adjacent to the store, looking for any individuals who are loitering, consuming cannabis products, harassing customers/ employees, acting erratically, or are otherwise creating a nuisance or safety threat; • Take appropriate action to curb any illegal or unwanted behavior, including summoning TAT management and/or the Fresno Police Department; • Monitor lobby and retail showroom for any disruptive behavior and remove any guests exhibiting potentially dangerous or offensive behavior; • Monitor areas outside store for any cannabis odors and promptly address odor issues; • Ensure entry into the retail showroom is granted only to customers who have been age verified and buzzed in by the Front Desk employee; • Ensure banned customers are denied entry to the premises; • Rotate between the waiting room, retail showroom, fulfillment, and parking areas as needed; • Monitor customer behavior in retail showroom to prevent possible diversion or theft; and • Ensure the Security Guard for the following shift is on duty prior to ending each shift. Management Staff ––––– • Verify that each employee clocks in and out for his/her shift and meal break; • Check with Cashiers throughout the day to avoid having over $500 in a drawer at any one time; • Monitor the cash on hand throughout the day and schedule cash pickups via armored car service when necessary; • Provide assistance to customers needing extra help or who have an issue with an order; • Respond to emails, customer complaints, and employment inquiries; • Respond promptly to security concerns; • Receive incoming product deliveries and log items into METRC and Blaze; • Schedule employee shifts and manage payroll; • Ensure employees take required rest and meal breaks; • Monitor daily inventory levels and restock inventory as needed from the Main Vault; and • Check performance of odor control and HVAC equipment and address any issues. 54 SECTION 1 1.6.1.i Customer Check-In Procedures Age Verification and Medical Patient Verification ––––– TAT strictly adheres to state and local age verification requirements to ensure that no underage persons gain entry to our retail area. Pursuant to 16 CCR §§ 5400 & 5404 and FMC § 9-3310(a)(3), a TAT Front Desk receptionist will verify the age and medical documentation (if applicable) of each individual before granting access to the sales floor area of our store. All customers must present valid photo identification showing that they are at least 21 years of age or at least 18 years of age with valid medical patient documentation. Customers who (i) are under the age of 21 and lack valid medical patient documentation, (ii) are under the age of 18; or (iii) who fail to present a valid form of identification will be politely denied entry into TAT’s retail area. FMC § 9-3310(a)(4). Photo & Age Identification ––––– Valid forms of photo identification include the following: • A document issued by a federal, state, county, or municipal government, or a political subdivision or agency thereof, including, but not limited to, a valid motor vehicle operator’s license, that contains the name, date of birth, height, gender, and photo of the person; • A valid identification card issued to a member of the Armed Forces that includes the person’s name, date of birth, and photo; or • A valid passport issued by the United States or by a foreign government. Upon check in, a TAT front desk employee (FDE) will verify each customer’s age and identity by visually confirming that the customer’s face matches the ID presented and scanning the ID through our electronic Zebra DS9208 ID scanner. The ID scanner records and calculates ages for drivers licenses and IDs from all 50 states as well as Canada and Military IDs. For other valid forms of ID (e.g., passports), the employee will visually verify that the age on the ID is at least 21 or 18 as applicable. Medicinal Patient Documentation ––––– If a customer identifies himself/herself as a medical patient, TAT’s FDE will ask for the patient’s medical documentation. Acceptable medical documentation includes either (1) a valid physician’s recommendation or (2) a Medical Marijuana Identification Card (MMIC) issued by the Fresno County Department of Public Health (Cal. Health & Safety Code §§ 11362.7 & 11362.71). The FDE will authenticate each patient’s documentation as follows: • For a physician’s recommendation, contact the recommending physician for verification. • For an MMIC, use the California Department of Health’s online system to verify the patient’s information. Patients with invalid medical documentation will not be allowed entry if under 21. 55 SECTION 1 Customer Profile ––––– After verifying the validity of a customer’s ID, TAT’s FDE will scan a photo of the ID into Blaze and create a customer profile with a unique customer ID. In the case of a medical patient, the receptionist will also scan the patient’s physician’s recommendation or MMIC and add it to the Blaze profile. The FDE will also collect each customer/ patient’s phone number and email address if the individual wishes to join our loyalty program. Online Pick Up and Delivery Orders ––––– TAT offers online ordering through our website, theartisttree.com, for in store pick up and delivery. Customers who order online must create a customer profile with their personal information and upload a photo of their ID and medicinal patient documentation (if applicable) when placing an order. Upon pick up or delivery, a TAT Cashier or Delivery Driver will review the individual’s original ID and medical documentation (if applicable) to ensure that the documents are valid and that they match the items uploaded to the customer’s online profile. Record Retention ––––– TAT will use Blaze to store all customer/patient records electronically. Blaze is compliant with HIPAA standards and stores its data in maximum- security data centers in multiple locations in the United States and Canada, which are guarded by armed personnel. Data is also protected against unauthorized retrieval with 256-bit SSL file encryption. Pursuant to Cal. Bus. & Prof. Code §26162.5, TAT will maintain patient records in strict confidence. TAT will not maintain paper copies of patient records onsite. To further protect patient confidentiality, all customer profiles will be password protected, and only staff members with appropriate security clearance will have access to customer profiles. 1.6.1.ii Location and Procedures for Receiving Deliveries TAT only purchases cannabis goods from licensed distributors (FMC § 9-3309(f)). TAT will receive deliveries of cannabis goods between the hours of 9 a.m. and 5 p.m into the Receiving area of TAT’s back of house (See Floor Plan in Section 6: Location). The Receiving area will be directly accessible via the rear door of the facility, which is secured by an electronic access control and inaccessible to customers. At no time will cannabis products be delivered through TAT’s front door or carried through the lobby or retail showroom. TAT will schedule all deliveries in advance to prevent unscheduled deliveries and to ensure that a Security Guard and Manager are available to intake each delivery. Approximately 15 minutes prior to arrival, the distribution employee must notify TAT via phone call or text that he/she is approaching the facility. TAT management will ensure that the surveillance cameras monitoring the receiving area are functioning and unobstructed and that a Security Guard is stationed at the door to supervise the process and prevent unauthorized access during shipment intake. Only after verifying all of the foregoing will TAT’s Manager grant access to the distribution employee. Acceptance of Shipments and Product Inspection ––––– TAT will fully comply with all State regulations regarding the acceptance and/or rejection of shipments of cannabis products under 16 CCR § 5052.1. TAT’s Manager will: • Review the shipping manifest and visually verify that the products delivered match both the shipping manifest and purchase order and are fit for sale; • Check for missing items, incorrect products, noncompliant packaging/labelling, missing certificates of analysis (COAs), and expired products; and 56 SECTION 1 • Reject the shipment in part or in whole if discrepancies or defects in the order are found and input the corresponding information into METRC. After the goods have been verified as correct and consistent with the METRC manifest or any necessary adjustments to the manifest have been made, the Manager will accept the order. The distribution employee will then safely and securely exit the building via the rear door. The manager will record all rejection of cannabis shipments, whole or in part, accurately in METRC and indicate on any relevant manifest, invoice or sales receipt, the specific reason for the rejection. Transfer to Inventory ––––– Subsequently, the Manager will transport the products by push cart from the Receiving area to the Main Vault, which is only accessible to management and executive team members. Once inside the main vault, the Manager will enter all product information into METRC and Blaze, including the shipping manifest, date/time the shipment entered the facility, the employee who received and inspected the product, the location of the product, and all COAs for the batch. See below for our Inventory Control SOP. 1.6.1.iii Point-of-Sale System and POS Terminal Locations Blaze POS Software ––––– As in existing The Artist Tree locations, TAT will use Blaze, a cannabis industry leading, METRC integrated point of sale system, as its POS software in compliance with FMC § 9-3309(e). Through Blaze, we will process all sales transactions and store detailed product and METRC tracking information on each item at our facility to accurately account for inventory. Blaze will also contain all vendor information, customer/patient information, and sales data. • Sales Transactions - Blaze will record the following information for each sale: (1) Time; (2) Customer Name; (3) Customer Address; (4) Customer Phone Number: (5) Name, SKU, and METRC Tags of Items Purchased; (6) Quantity of Items; (7) Unit Price; (8) Tax Amount; (9) Budtender Name; (10) Register Number; (11) Order Total; and (12) Payment Method. BUDTENDER USING ELO POS TERMINAL 57 SECTION 1 • Product Information - The following information will be stored in Blaze for each product: (1) Product Name; (2) SKU Number; (3) Category; (4) METRC Category; (5) METRC ID Number; (6) Brand; (7) Distributor; (8) Flower Type (Indica/Sativa/Hybrid); (9) Unit of Measurement; (10) Weight (mg/grams); (11) Retail Price; (12) Flower Type; (13) Vendor; (14) Brand; (15) Product Description; (16) THC/CBD content; (17) THC percentage; (18) Low inventory threshold; (19) Purchase Date; and (20) Tax Information. • Vendor Information - The following information will be stored in Blaze for each distributor: (1) Name; (2) License Number; (3) Phone Number; (4) Address; and (5) Brands Distributed. • Customer Information - Blaze contains the following information for each customer/patient: (1) Name; (2) DOB; (3) Driver’s License Number; (4) Gender; (5) Image of Driver’s License; (6) Image of MMIC or medical recommendation (if applicable); (7) Status (Adult Use or Medicinal); (8) Phone Number; (9) Address; (10) Customer Number; (11) Applicable Cannabis Limit Amounts; and (12) Detailed transaction data for each visit to TAT. POS Terminals ––––– TAT’s operators use Elo’s touchscreen POS consoles in their existing locations to smoothly and efficiently process customer orders. In Fresno, TAT will have four evenly spaced Elo POS cashier terminals on our 14 foot long cashier counter. The cashier area will be connected to the order fulfillment room (Daily Inventory Vault) through a narrow pass through window, which allows Fulfillment employees to transfer packaged orders to Cashiers. 58 SECTION 1 1.6.1.iv Customers Served In our first full year of operations in 2022, we anticipate an average of 473 customers per day increasing to 632 customers per day in 2025. This translates into 34 customers per hour in 2022 increasing to 52 customers per hour in 2025. It is important to note this simplistic calculation assumes an equal dispersion of customers throughout the day (which is not the case) and an equal dispersion of customers throughout the days of the week (also not the case). In reality, the after work evening hours of 5pm - 9pm are the busiest hours of the day with Thursday, Friday, and Saturday seeing approximately twice the number of customers as a normal Tuesday or Wednesday, as shown on the following Customer Flow Chart. Based on our experience, excluding holidays and days like April 20th, customer flow is typically quietest on Tuesday and Wednesday mornings and peaks on Friday evening. In 2022, a normal Tuesday/Wednesday morning will see 85 customers or approximately 21 customers per hour, scaling to 28 customers per hour in 2025. In contrast, on a normal Friday evening in 2022 TAT will serve 240 customers or approximately 60 per hour, scaling to approximately 80 customers per hour. Therefore, while the mean average customers per hour is an important metric, wide variance exists depending on the time of day and day of the week. On peak shopping periods, such as April 20, Black Friday, Fourth of July weekend and Memorial Day weekend, we expect to see 150% to 200% of our average customer count or 800 to 1000 customers per day. Typical Customer Flow Day of the Week Time of Day 2022 2023 2024 2025 Monday Morning 9am - 1pm 95 110 118 127 Afternoon 1pm - 5pm 135 156 168 180 Evening 5pm - 9pm 165 191 205 220 Tuesday Morning 9am - 1pm 85 98 106 114 Afternoon 1pm - 5pm 120 139 149 160 Evening 5pm - 9pm 140 162 174 187 Wednesday Morning 9am - 1pm 85 98 106 114 Afternoon 1pm - 5pm 120 139 149 160 Evening 5pm - 9pm 140 162 174 187 Thursday Morning 9am - 1pm 120 139 149 160 Afternoon 1pm - 5pm 210 243 261 281 Evening 5pm - 9pm 245 283 305 327 Friday Morning 9am - 1pm 130 150 162 174 Afternoon 1pm - 5pm 216 250 269 289 Evening 5pm - 9pm 240 278 298 321 Saturday Morning 9am - 1pm 130 150 162 174 Afternoon 1pm - 5pm 230 266 286 307 Evening 5pm - 9pm 230 266 286 307 Sunday Morning 9am - 1pm 120 139 149 160 Afternoon 1pm - 5pm 175 202 218 234 Evening 5pm - 9pm 180 208 224 241 Weekly Total 3311 3829 4166 4424 Daily Average 473 547 588 632 59 SECTION 1 1.6.1.v Product Line The Artist Tree locations are known for their extensive and carefully curated product offerings. According to IheartJane, our online menu provider, our West Hollywood location has more products than any other dispensary they serve in the State. In Fresno, we will leverage our existing relationships with cultivators, manufacturers, and distributors to stock a huge variety of top cannabis brands and products. To support the local community, we will dedicate a portion of our shelf space to products from Fresno social equity manufacturers and cultivators. We will carry items to suit every type of consumer, from entry level and microdosed products to high end and high THC content products. We will not sell any products with names or packaging that could be attractive to minors. We also have strict recall procedures in place to recall any items that are defective or otherwise unfit for consumption. TAT will carry approximately 700 individual SKUs from over 70 brands in a wide range of price points. Based on data from our existing locations, TAT anticipates it will sell the following percentages of each product type: The following brands are top sellers at existing Artist Tree stores and will be featured at TAT Fresno: 40% 18% 15% 15% 10% 2% Sales by Product Type Edibles Concentrates Flower, Prerolls, Concentrates Flower & Prerolls Flower Flower, Prerolls, Vapes Flower Vapes Edibles Prerolls Concentrates Tinctures & Topicals 60 SECTION 1 In addition, TAT will carry a huge assortment of flower, preroll, vape and concentrate products from brands known for their high quality, sustainable practices, and clean manufacturing and cultivation processes. Below is a partial list of brands we will carry: CANNDESCENT FLOWER Flower and Prerolls: A Golden State, Alien Labs, Connected, Fresh Baked, Good Flower, Lumpy’s, Mad Cow, Ocean Cannabis Co., Palms, Wonderbrett Vape: Dompen, Dosist, Leune, Moxie, Raw Garden, Select, West Coast Cure, Dosist DOSIST VAPE Extracts & Concentrates: 710 Labs, Cali Stripe, Alien Labs, Kaizen, Raw Garden, Rosintech Edibles: We will carry the following edible brands, known for providing reliable, delicious, and easy to dose products: Atlas, CANN, Coda Signature, Kanha, KIVA, Level, Plus, Wana and WYLD. Wellness and Pet Products: We will also carry a wide assortment of CBD, wellness and pet products, including topicals, tinctures, and balms, from the following brands: Apothecanna, Foria, Humble Flower, Papa + Barkley, TIKUN, and Vet CBD. PAPA & BARKLEY TOPICAL Promoting Sustainability, Social Equity, and Local Art ––––– TAT will promote sustainability and social equity through our product offerings. When curating products, we will specifically seek out brands with eco-friendly operational practices. For example, we will carry brands like Ocean Cannabis Co., which uses packaging made with plastic that has been reclaimed and recycled from the ocean. We also endeavor to carry products that are organically produced, such as Papa + Barkley’s wellness items, which are made from pesticide free, organic cannabis, using a solvent-free infusion process to preserve cannabinoids, phytonutrients, and terpenes. Realizing the importance of providing opportunities to small scale producers and social equity businesses (and because customers like buying local products!), TAT will proudly offer products from these groups. Our local GM will work with cannabis equity businesses to source products 61 SECTION 1 and create marketing programs to promote those products at TAT (see also Section 7.3). We will also feature numerous products from brands that give back to charitable causes. For example, as in our current locations, we will carry Justice Joints, a line of prerolls created by Canndescent. 100% of the profits from Justice Joints sales goes toward expungement resources for those convicted of nonviolent cannabis offenses and to support social equity cannabis businesses. JUSTICE JOINTS TAT CANVAS BRAND Products at TAT will also be a canvas for local artists and, in particular, those from disadvantaged groups. In our current locations, we feature artist collaboration products and will do the same in Fresno. One of our most recent and most powerful collaborations has been promoting products from Dompen’s Skid Row Connect series. The series features original artwork from homeless residents of Los Angeles’s Skid Row. The powerful pieces raise awareness of the struggles of the homeless population, and all proceeds go directly to the artists and homeless relief organizations. TAT looks forward to crafting similar collaborations in Fresno to benefit economically disadvantaged residents. The Artist Tree Brand ––––– TAT also supplies its own Canvas brand of flower and prerolls. Sourced from regional artisan cultivators, TAT’s products offer customers high quality at affordable prices. Canvas is available exclusively at TAT locations. The product packaging changes semiannually to feature artwork from up-and-coming California artists. TAT will work with cultivators from the Fresno region to create specific Canvas offerings for TAT’s Fresno store. SKID ROW CONNECT PACKS Product Vetting Process ––––– TAT’s VP of business development, Tommy Quicksilver, will continually monitor sales data and customer feedback on all of the products we carry. We will adapt our product selection to the individual needs and preferences of our Fresno clientele. In full compliance with state and local law (FMC § 9-3309(f)), TAT will source products solely from licensed distributors. We have developed the following multi-step vetting process to assess potential distributors and producers, which includes verifying their licenses, reviewing testing results (COAs), gathering information on each producer’s cultivation and manufacturing processes, and sampling products. • Obtain a list of products offered from distributor and identify items that best meet our customers’ needs; • Confirm that the respective manufacturers, cultivators and distributors are licensed to distribute cannabis in the state of CA and local municipality by obtaining copies of licenses and confirming the validity of licenses through the state of CA searchable database; • Send cultivators & manufacturers our partnering questionnaire, which inquires about the brand’s –cultivation/manufacturing methods, –sustainable practices, –company ethos, –location (including whether they are a Fresno based business); and –whether the company is a social equity business. 62 SECTION 1 • Request COAs for the desired products to confirm potency, consistency, and the absence of pesticides; • Obtain samples of the products, try each product, and get feedback from TAT staff and management team; • Assess publicly available product reviews (e.g., on Weedmaps and other retailers’ sites), paying particular attention to negative reviews that would prevent TAT from purchasing and retailing a product; and • Upon completion of steps 1-6, order products that receive positive feedback and meet our store standards. RAW GARDEN PRODUCTS Product Promotions ––––– Through TAT’s preexisting relationship with the brands above, we will design cross-marketing promotions, such as co-sponsored art exhibits, social marketing campaigns, and in store events. Working in tandem with our brand partners, we will offer frequent product specials and “demo days,” during which a brand representative will be onsite in our retail showroom to provide product information and discounts to customers. These demo days help customers learn about new products and get detailed information from a product expert. In compliance with California law (16 CCR §§ 5040 and 5411), TAT will not provide free cannabis goods to any person or advertise free cannabis goods other than to medical patients for limited purposes. Product Display and Handling TAT’s retail display area will include four distinct product display areas. None of these areas will have products that are unsecured or freely accessible to customers. The quantity of cannabis products on the sales floor will be extremely minimal in compliance with FMC § 9-3310(a) (5) as most display items will consist of dummy packaging rather than live product. The only time a customer will have unfettered access to cannabis products is after they have purchased their items and are exiting the store. The following describes the four product display areas within our showroom floor. Art Easels TAT’s three Art Easels will be the most striking and visible elements of the retail space. Each easel will be composed of a glass display case on one side and a metal frame on the other. The metal frame will showcase art from either side, while the attached glass display case will showcase cannabis products. The display case will be controlled by a key card locking system and the products therein will be inaccessible to customers. The Art Easel display cases will feature top products from our brand partners, such as Kiva, Canndescent, Connected, and Omura. ART EASEL WITH INTEGRATED PRODUCT DISPLAY 63 SECTION 1 Flower Tables TAT’s floor plan includes three Flower Tables, designated Sativa, Indica, or Hybrid. Each table will consist of a wood table top, a brushed steel upper level, and channels designed to hold inlaid goblets containing samples of each flower product we carry. The goblets contain aroma holes and a magnifying lens, allowing customers to closely examine and smell each flower product under the supervision of our Guides, in compliance with 16 CCR § 5405. Each table will be able to hold up to 20 different flower displays. The goblets will all have security tethers mounted beneath the table to prevent unauthorized removal of cannabis. Each product on the flower tables will be accompanied by a product information card, containing a detailed description of the product’s attributes, lineage, terpene profile, THC and CBD percentages, and price. TAT Guides will assist customers with viewing and selecting products for purchase. CUSTOMER VIEWING FLOWER IN GOBLET Product Display Countertops On the south side of our showroom, TAT will showcase artwork suspended above six glass display countertops. Each glass display unit will be approximately three feet wide and will contain products organized by type and brand, displayed artfully beneath glass. These display units will be locked at all times and will only be able to be unlocked by a Manager’s key card. The products therein will be inaccessible to customers but will be easily viewable. ARTWORK ABOVE PRODUCT DISPLAY COUNTERTOP Product Display Shelving and Cabinets The north facing wall of the retail showroom will house floor to ceiling custom millwork. The modern metal shelving will showcase dummy packaging from a variety of brands, organized by product type, including edibles, vape products, topicals, and tinctures. None of the packaging will contain live cannabis products. Instead, the dummy packaging is designed to provide customers with the opportunity to examine the packaging, read product and nutritional information, review dosage suggestions, and get a feel for what their purchased product will look like. HIGH COUNTERTOP DISPLAYS AT TAT’S WEST HOLLYWOOD STORE 64 SECTION 1 1.6.1.vi Delivery Service Procedures Applicable Law ––––– 16 CCR §§ 5403, 5415-5421. FMC §§ 9-3309(d)- (e),(k), and(i); 9-3310(a)(7) and (b)(3); 9-3331(d). TAT will offer delivery to the residents of Fresno, providing a convenient option for customers who are unable to access the store or who simply opt for delivery. TAT foresees that delivery will be a crucial aspect of its business in light of COVID-19 and the ever increasing popularity of in-home delivery. TAT’s team is currently operating delivery in its existing locations and will model its Fresno delivery service after those locations. We will deliver cannabis within the City of Fresno between the hours of 9 a.m. and 9 p.m. The 9 p.m. cutoff will ensure that our drivers have sufficient time to arrive back at the retail store prior to our 10 p.m. closing time. Delivery Vehicle(s) ––––– TAT will launch delivery with one company owned, fully electric vehicle. As the demand for our delivery service grows, we will add additional company vehicles to adequately service the community. TAT’s vehicles will be registered with the State of California at all times. Vehicle Details - TAT’s delivery vehicle(s) will be environmentally friendly, fully electric cars and will possess advanced driver safety features and crash avoidance technology. Company vehicles will be enclosed and will bear no markings that identify them as cannabis delivery vehicles pursuant to FMC § 9-3310(a)(7). All vehicles will at all times be owned by TAT and properly licensed/ registered. The vehicle(s) and all TAT Delivery Drivers will be insured under TAT’s automobile insurance policy. TAT will use All Risks insurance, a cannabis approved commercial car insurance provider that currently provides automobile insurance to existing TAT locations, to insure its vehicle(s) and Delivery Drivers. Vehicle GPS and Monitoring System - TAT’s vehicle(s) will be outfitted with a dedicated Vyncs Global Positioning System (GPS) device. The GPS device will integrate directly into the ODB-2 port of each car, which links to the vehicle’s central computer system. By using a GPS tracker that taps into the ODB-2 port, we will not only have real-time tracking and alerts about the delivery vehicle’s location, but we will also have full visibility into the car’s operating condition, including the car’s speed, whether it is on or off, services warnings, and indications of potential car failure. Using this system, we can set up automatic alerts to management in real- time if a driver is driving past the speed limit, deviates from the stated route, or if the car is potentially on the verge of mechanical failure. This monitoring will allow us not only to safeguard against active threats from robbers or hijackers, but also to prevent more benign threats, such as having a delivery car stranded in the field with large amounts of inventory due to car failure. TAT will track and record the geographic location of delivery vehicle(s) at all times and provide geographic information to the BCC upon request. Vehicle Security - TAT’s delivery vehicle will be fully alarmed and equipped with a lock box for storing cannabis goods and/or cash. The lockbox will be secured to the interior of the vehicle through a locked tether system. The box will not be visible or accessible to the public. Goods and/ or cash will only be removed from the lock box for the purpose of transferring then to a customer or to TAT management. The vehicle will also be equipped with a dash-cam to ensure driver safety. Vehicle Storage - TAT will use the designated delivery vehicle parking space within its on site parking lot as the secure location for our delivery vehicle, both during business hours and after the close of business. The parking lot will be monitored 24 hours a day by video surveillance equipment and an onsite Security Guard. 65 SECTION 1 THE ARTIST TREE ONLINE MENU 66 SECTION 1 • Confirm Order Details –Confirm that the delivery address is an actual physical address and that it is not located on publicly owned land or in a building leased by a public agency; –Confirm that the customer is at least 21 for adult-use orders or at least 18 for medicinal orders; and –Confirm the validity of medical documentation, pursuant to the procedures outlined above. • Remove Products from Inventory & Package –Remove from inventory all products necessary to fulfill the order and place them in a TAT shopping bag; –Affix receipt to exterior of bag, which contains the following information: ›Name and Address of Retailer; ›Name and employee ID # of Delivery Driver responsible for order; ›Name and employee ID # of Fulfillment employee; ›Date and time of order; ›Customer’s name, address, telephone number, and customer number; ›Detailed receipt with an itemized list of products purchased and cost, including product weight, volume, or other measure; ›Order total, including taxes and fees, cost of goods, and delivery fee; and ›Upon delivery, date and time delivery was made and customer signature. Product Tracking Procedures ––––– TAT’s Blaze POS includes specific functionality for delivery orders. • After a delivery order is packaged, the responsible Fulfillment employee will “Check Out” the order in Blaze and assign it to the applicable Delivery Driver to alert the POS that the order is leaving TAT’s facility and being transported for delivery. Customer Ordering Process ––––– Customers may place delivery orders at theartisttree.com, by telephone, or by using a third party platform, such as Weedmaps and IheartJane. When ordering online, consumers have the opportunity to review product information, including product origins, customer reviews, known effects of use, known therapeutic benefits, and ingredients. Upon placing their first online order, all customers will be required to create a customer profile and provide the following information: • The customer’s name, address, date of birth, phone number, and email address; • A photograph of the customer’s state issued identification; and • In the case of a medical patient, a photograph of the patient’s MMIC or doctor’s recommendation After a customer submits his/her online order, the order will immediately be transmitted to Blaze for fulfillment. Blaze will create a unique customer ID for the customer and designate the order as a delivery order. Customers who place an order by telephone will be assisted by a TAT Guide, who will manually create a customer profile for the caller. Phone customers will be required to email a photo of their IDs and medical documentation (if applicable) to TAT’s fulfillment email address before their orders can be fulfilled. Order Fulfillment Process ––––– Upon receipt of an order (electronically or telephonically), a TAT fulfillment employee will initiate the order fulfillment process, which includes the following: 67 SECTION 1 • Upon delivery, the Delivery Driver will mark the product as delivered in Blaze, notifying our POS and METRC that the products are no longer in our inventory. • TAT’s transport manifests are stored digitally within Blaze and are available at any time for review by TAT management, the City or the BCC. They include the following information: (i) delivery vehicle used in delivery; (ii) delivery employee; (iii) customer information; and (iv) products delivered. Minimum Requirements for Delivery Driver Positions ––––– TAT will hire delivery drivers that are responsible, personable, and, to the greatest extent possible, have prior experience performing deliveries (non-cannabis or cannabis). TAT requires that all Delivery Drivers (1) are 21 years of age at the time of applying and hiring; (2) possess a valid California driver’s license; and (3) have a clean driving record. Delivery Associate Duties ––––– Delivery Drivers will communicate closely with Fulfillment employees and Managers to coordinate deliveries each day. Delivery Drivers follow the procedures below when conducting deliveries in compliance with FMC § 9-3310(b) (3): • Retrieve order(s) from the fulfillment area; • Review each receipt to ensure that it includes the customer’s name, address, and phone number; • Review each packaged order to ensure that the products contained therein match the items on the printed receipt; • Utilize OnFleet, TAT’s delivery management software, to plan the most efficient route for executing delivery order(s); • Before leaving TAT’s facility, ensure that Driver is equipped with copies of TAT’s current state and City cannabis licenses, his/her government issued ID, and his/her employee badge; • Place all cannabis goods and/or cash in the secure lockbox located within TAT’s delivery vehicle and maintain products and/or cash in the lockbox at all times during delivery route unless transferring products and/or cash to a customer or TAT management; • Allow inspection by all BCC personnel (upon providing proper identification) while en route or at TAT; and • When 5 minutes away from a customer’s address, contact the customer via phone or text message to inform him/her that the delivery will be arriving shortly. Upon arrival to delivery location, the Delivery Driver will: • Confirm the physical delivery address; • Locate safe legal parking; • Remove the order from lock box and transport it to the customer’s door; • Confirm the customer’s identity and age by physically examining the customer’s driver’s license or other government issued ID and matching it to the name on the order; • Confirm the order contents with the customer; • Scan any identification information not already included in customer profile (such as a driver’s license or medical documentation); • Upon appropriate verification, collect payment from the customer via cash or debit card; –Debit Card - The Delivery Driver will ›Confirm that the name on the card matches the customer’s photo ID; ›Process the debit card through a wireless debit card reader; and ›Confirm that payment has successfully processed and transfer the order to the customer. –Cash - The Delivery Driver will ›Count customer’s payment and provide change if necessary and ›Place any cash received as payment in the lock box for safekeeping upon returning to vehicle –After payment, the Driver will obtain a digital signature receipt from the customer. 68 SECTION 1 • Transfer order and all associated documentation to customer; and • Update Blaze with confirmation of delivery. Product Return Procedure - Consumers may return or cancel delivery orders in the following ways: • By contacting TAT customer service after placing order but before delivery has been made or • At the time of delivery, but before taking possession of the order, by indicating to the Delivery Driver that the product(s) is no longer wanted (Delivery Driver will notate the return in Blaze and return the item(s) to TAT). Reconciliation and Closeout - Upon returning to TAT the Delivery Driver will: • Return all (tampered and non-tampered) products to to inventory or to management for disposal; • Reconcile and close-out cash receipts; • Confirm all orders, inventory updates, deliveries, and consumer information has been updated in Blaze; and • Report any issues to management. Prohibited Actions ––––– TAT Delivery Drivers are prohibited from performing any of the following actions: • Carrying cannabis goods with a value in excess of $5000 at any time; • Carrying cannabis goods for which a delivery order was not received with a value in excess of $3,000; • Leaving cannabis goods in an unattended motor vehicle unless the vehicle is locked, parked in a well-lit and secure location, and equipped with an active alarm system; • Violating any traffic laws or parking regulations (e.g., parking in disabled person’s spot, a loading zone, a red zone, a specified private or designated spot, or any non-public location); • Carrying any weapons; • Consuming cannabis, alcohol or other controlled substances while delivering to customers or at any other time during their shift (unless for medical purposes within the legal limits of the law); • Operating a TAT delivery vehicle while under the influence of alcohol, cannabis, illegal drugs, or any other substance, including legally prescribed prescription or over-the- counter drugs, that impair the driver’s ability to safely perform his/her job duties; • Deviating from the delivery path except for rest, fuel, vehicle repair, or because road conditions make continued use of the route unsafe, impossible or impracticable; • Delivering product to anyone other than the customer specified on the order AND at the location specified on the order; • Disabling the Vyncs GPS device; or • Disobeying traffic laws. CUSTOMER ENJOYING DELIVERY ORDER AT HOME Delivery Records ––––– Within an accessible file at our premises, TAT will keep records of all vehicle information (make, model, color, VIN, license plate, and DMV registration information), driver’s licenses, permits and property, liability, and worker’s compensation insurance. 69 SECTION 1 1.6.1.vii Customer Education TAT encourages consumer curiosity and is committed to educating consumers on all aspects of cannabis, from product information to safe consumption methods and therapeutic uses. We will offer several unique types of cannabis education within our store to help customers feel empowered and informed while shopping with us. In-Store Consumer Education ––––– Our store will feature an interactive cannabis learning center. Through a partnership with Seed Technology and Blaze, we have developed a comprehensive consumer consultation and ordering platform, which customers can access via touchscreen devices in our Lobby and retail showroom. The devices will provide a wealth of information and unique insight into the world of cannabis. On the touchscreen devices, customers can • View our “Cannabis 101” guide with information on strains, terpenes, and cannabinoids and the different effects each has on the body; • Learn the differences between different consumption methods, including how edible products have a slow release and long lasting effects, while flower and vape pens have near immediate effects, but will dissipate from the body much quicker. • Go through a multi-step consultation process and get personalized product recommendations; • View recommended doses, potential side effects, the risks associated with cannabis use, and interactions between cannabis and other substances; • View our entire product menu with prices and product details; • View information on each piece of artwork on display; and • Place orders. EDUCATIONAL TOUCHSCREEN DEVICES ALONGSIDE ORIGINAL ARTWORK BY GABE GAULT 70 SECTION 1 Interactive Cannabis Learning Center 71 SECTION 1 Lauren works closely with Seed and Blaze to incorporate new content on the educational platform. She recently presented a webinar with Seed and Blaze educating other dispensary owners on the platform and its many benefits for consumers. Highly Trained Budtenders ––––– TAT provides extensive employee training (as detailed in Section 2.3) on cannabis and our products. Our highly knowledgeable Guides will guide guests through the product selection process. Based on each guest’s preferences and needs, Guides will provide individualized product and dosage recommendations and educate consumers on the benefits and effects of various products. On-Site Seminars/Lectures ––––– TAT will offer free presentations from cannabis and medical professionals on relevant industry topics, including (1) cultivating cannabis at home, (2) wellness products, (3) new consumption methods, and (4) the benefits of microdosing. We will publicize our seminar schedule on our website and in-store and welcome input from customers on specific presentation topics. Clone Room ––––– TAT will have an interactive clone room in the center of its retail area. The glass enclosed space will house non-flowering cannabis clone plants at various stages of development. Customers will be able to view the live cannabis plants up close and even take one home with them. Our Guides will serve as cultivation gurus, and they will provide information on our clone genetics and cultivation advice. TAT will offer the clone plants for sale along with cultivation supplies. TAT BUDTENDER ASSISTS A CUSTOMER 72 SECTION 1 Additional Standard Operating Procedures We have included several additional standard operating procedures below to provide a comprehensive overview of TAT’s operations: 1. Cash Handling 2. Inventory Control 3. Track-And-Trace 4. Record Keeping 5. Product Testing 6. COVID-19 Policies. 1. Cash Handling Procedures As detailed below, TAT has strict cash handling procedures to minimize the amount of cash we receive and keep on site and to maximize the security of all cash kept on site. Established Banking Relationship ––––– Despite full legalization of cannabis in the state of California, banking is still a major challenge for cannabis businesses. In the past, we have struggled to safely deposit cash into our cannabis business bank accounts, because banks would not accept cash deposits. Fortunately we have been able to solve this issue by establishing a relationship with Gain Federal Credit Union (Gain). Gain has a Cannabis Related Businesses Services Program, which provides existing TAT locations with access to traditional bank accounts, while addressing cannabis specific issues, such as cash deposits. We will use Gain at TAT Fresno to electronically process payroll, pay expenses, pay taxes, etc. - all of the things a normal business takes for granted, but a cannabis business cannot easily do. Cash and Electronic Payment Policies ––––– TAT will process payments for customer purchases via cash and debit card. All cash on hand at TAT will be securely transferred to TAT’s bank account via armored car or used for vendor payments pursuant to the following procedures: Debit Card Transactions - The bulk of money deposited into our bank account will come from Skylight Processing and Evergreen Gateway, our debit card (cashless ATM) providers. We estimate that at least 50% of TAT’s sales transactions will be debit card purchases (as in our current locations). TAT is able to, electronically through ACH transfers, transfer the money from these debit card transactions directly into our bank account. By accepting debit cards as payment, a significant portion of our sales are entirely cashless. Cash Handling - TAT anticipates 40 - 50% of its customers will opt to pay via cash. TAT will have two branded NH 2800 Force ATMS in our retail showroom for our customers’ convenience. About half of customers paying in cash will use our onsite ATM to access money (based on statistics from our current stores). IN-STORE ATM 73 SECTION 1 TAT adheres to the following cash handling procedures: • After each cash purchase, the Cashier on duty will deposit the cash into the cash drawer within his/ her Elo POS terminal. When the contents of the Cashier’s drawer approach $500, the Cashier will –Take the cash drawer into the back of house Receiving area outside of the purview of customers; –Count the cash; –Complete a cash drop slip with the Cashier’s name and dollar amount of the drop; –Affix the slip to the cash and place both in a sealed bag; and –Drop the bag into a drop safe built into the floor in the Manager’s Office, which is concealed from view at all times when not in use. • At the end of the day the Manager on duty will: –Collect all cash drops from the drop safe; –Reconcile the cash with the POS sales data for the day; and –Lock the cash inside the safe in our Main Vault Room. • Armored Car - TAT will use Hardcar, an armored car service, to securely transfer cash to our bank account whenever our cash balance exceeds $20,000. HardCar works with Gain to process cash deposits. As needed, Hardcar will pick up cash from TAT and deposit it to Gain’s Master Account at the Federal Reserve on behalf of TAT. • Cash Vendor Payments - TAT will strive to make all payments to vendors, service providers, and suppliers electronically or via check. However, because some cannabis vendors still do not have access to traditional bank accounts, we will reserve up to $20,000 on hand for cash vendor payments. TAT will follow the following procedure for outgoing cash payments: –A TAT Manager will schedule the cash payment with the distribution company for a specific day and time; –Prior to the distribution employee’s arrival, the Manager will count the cash and attach it to a copy of the corresponding invoice; –The distribution employee will contact TAT when he/she is 15 minutes away from TAT’s facility; –TAT’s Manager will ensure that the parking area cameras are on and functioning and alert our Security Guard of the pick up; –The distribution employee will enter TAT through the rear door into the Receiving Area; –TAT’s Manager will give the employee the cash payment; –The distribution employee will count the money and places it in a tamper proof envelope; –The distribution employee will provide a payment receipt; and –TAT’s Security Guard will escort him/her from the rear door of the premises to the parking lot. Internal Management Information System ––––– In addition, we have developed our own in-house Management Information System (MIS) that further tracks all cash collected, disbursed, or transferred. This system architecture was designed by our COO, Aviv Halimi, who has extensive experience designing and implementing MIS systems for large scale manufacturing businesses with 2,000+ employees. Aviv designed the MIS software system specifically for TAT to ensure that all cash collections, payments, transfers, and reconciliations are tracked by the minute. Through the MIS, TAT’s management and Executive Team has full visibility and chain-of-custody over the movement of cash from the customer, to the drop safe, to the Main Vault, and ultimately to the armored car pickup. The system was also designed superficially to mirror the operational SOPs for cash management that were already in place. Through our proprietary MIS system, we are able to ensure that the location and quantity of cash at each location is always reconciled to the penny. 74 SECTION 1 2. Inventory Control Procedure Applicable Law ––––– 16 CCR §§ 5036, 5037, 5042-5045, 5048, 5049, 5423, 5424. FMC §§ 9-3309(e) and (i), 9-3310(a)(3)-(7), 9-3310(b), 9-3331. TAT will strictly track the location of all cannabis inventory on our premises through a comprehensive inventory management system, which includes providing in depth employee training, logging items into Blaze and METRC when they enter TAT’s inventory, tracking every movement of product within the facility and while out on a TAT delivery through Blaze, syncing all sales data with METRC, and storing products in highly secure limited access areas. FMC §§ 9-3309(e), 9-3310(b)(1)(xvii), 9-3310(a)(5). Inventory Control Employee Training ––––– As a condition of employment, all TAT employees will be required to complete extensive training on the proper receipt, storage, packaging and tracking of inventory. All employees must pass a training exam prior to handling cannabis goods. Specifically, TAT will train employees on the following procedures: • The multiple steps involved in receiving inventory, entering products into the POS, and obtaining Manager verification; • Proper inventory storage, which consists of cannabis goods being stored in secured, temperature controlled, limited-access vaults (Daily Inventory Vault and Main Inventory Vault Room) and handled only by employees with proper authorization; and • Understanding and using Blaze and METRC. Employees will receive continuing education regarding any updates in law or in TAT’s POS and inventory control procedures. Inventory Tracking ––––– Product Location TAT will maintain two separate product inventories, one in each of its secured storage areas. We will store the vast majority of products in the Main Vault Room. The Daily Inventory Room will store only the amount of product necessary to fulfill one day of orders. Within Blaze, the exact location of each product will be indicated (Main Vault Room or Daily Inventory Room). Every morning, a TAT Manager will transfer inventory from the Main Vault to the Daily Inventory Room to restock items that are below daily inventory thresholds. Upon transferring a product, the Manager will update Blaze to indicate that the transferred products are now in the Daily Vault inventory. Managers can also restock the Daily Inventory Room throughout the day if necessary using the same transfer procedure. PRODUCTS IN LOCKED DISPLAY CASES Removing Items from Inventory TAT will only remove products from inventory for the following limited reasons: • A product is sold and accompanied by a sales receipt; • A product is packaged for delivery and carried on the delivery route; • A product has defects or is recalled; or • A product is used for display and subsequently designated as cannabis waste. 75 SECTION 1 When TAT sells a product, the item will be designated as sold and all sales data is recorded in Blaze, including: (1) Sales Date; (2) Employee ID of TAT employee that completed the transaction; (3) customer name and ID number; (4) product name(s); (5) METRC ID of product(s); (6) quantity; (7) sales prices; and (8) applicable taxes. Inventory for Delivery Blaze includes a dedicated delivery platform to track products from the time they leave our facility to the time they are delivered. TAT will track delivery orders through the following steps: • All delivery orders leaving TAT’s facility are designated in Blaze as “Checked Out” to indicate that the products therein are no longer in TAT’s Main Vault or Daily Inventory; • The identity of the Delivery Driver removing the product from our facility is noted in Blaze; • Upon delivery, the Driver will mark the products as delivered in Blaze, and the METRC information for each product will be updated to show that it has been delivered to the customer; and • Transport Manifests will be generated within Blaze for Management’s review. Manifests will include: (i) Delivery vehicle used for the delivery; (ii) Delivery associate assigned to the delivery; and (iii) products delivered. Records All inventory and sales records within Blaze and METRC will be available to the BCC and the City of Fresno upon request. When products are sold to a customer, TAT will provide the customer with a detailed sales receipt, which will list product names and SKUs, quantities, prices, TAT employees involved in processing the order, and sales tax information. Inventory Reconciliation Every week (usually on Monday), prior to the first incoming product delivery, the General Manager and fulfillment employees will physically reconcile cannabis inventory to ensure it matches what is recorded in Blaze. To perform the reconciliation: • The Manager will print the inventory list for each batch currently in METRC and Blaze; • A Fulfillment employee will physically count the cannabis goods in each batch to ensure they match the printed inventory list; • If a discrepancy between the physical inventory and the inventory log is discovered, the Manager will commence a full audit of the product. • The audit may include: –Reviewing video of the batch from the time it was delivered to the premises by the distributor; –Reviewing video from the last reconciliation; –Reviewing the delivery inventory ledgers and receipts to verify all product tracking occurred; and –Verifying that Blaze and METRC are functioning properly. The reconciliation is not complete until any discrepancies have been resolved. Once the physical inventory on hand matches the inventory shown in Blaze and METRC, all employees involved in the process will sign an inventory affidavit, which includes: Employee signatures, the date, and the time the reconciliation was completed. Significant discrepancies that cannot be cured (including possible diversions, theft, loss, or any other criminal activity) will be reported to the BCC utilizing Notification and Request Form BCC-LIC-027. TAT will store digital copies of these forms for at least seven years, and provide them to the BCC for inspection upon request. ARTWORK AT TAT WEHO BY CARLING MANDERVILLE 76 SECTION 1 Product Storage Procedures ––––– INTERIOR OF TAT WEHO MAIN VAULT ROOM WITH TAGS TAT carefully stores all cannabis products to keep track of METRC batch information, maintain product freshness and integrity, and accurately account for inventory pursuant to the following procedures: • The Main Vault Room and Daily Inventory Vault will be organized by product type and then by brand within each product category. • Cannabis products will be conspicuously labeled with METRC tags, including batch information and product receipt date. • Items will be stored based on packaging and expiration dates to allow TAT to use first in- first out (FIFO) inventory management. • Both vault rooms will be connected to HVAC and dehumidification systems, which will be routinely cleaned and serviced to ensure proper functioning. • A display screen indicating the room temperature and humidity conditions will be on the outside of the door to the Main Vault Room. • The vault rooms will be equipped with air purification systems to eliminate cannabis and other odors and to remove airborne pathogens (FMC § 9-3309(j)). See Section 3.3: Odor Control Plan. • No common areas shared by unauthorized employees or other persons are connected in any way to the Main Vault Room other than through the highly secure Main Vault door (FMC § 9-3310(b)(1)(vi)). • No food or beverages will be allowed in cannabis product storage areas. • Cannabis products will be stored in sealed, dry containers. • All cannabis products will be kept at least 6” from the floor to prevent contamination. • TAT employees will notify a Manager if there is possible theft or the integrity of a product or packaging is compromised and is no longer in compliance with standards for sale or consumption. • TAT will maintain a separate area within the main inventory vault room for any products that are defective, damaged, expired, deteriorated, misbranded, opened or adulterated in any way. These products will not be sold to customers, but, rather, returned to the distributor or destroyed. All such products will be designated as returned/ destroyed in Blaze. • Any destroyed or defective cannabis products that cannot be returned to a distributor will be placed in a secure cannabis waste receptacle and disposed of according to our Waste Management Plan (See Section 3.7). TAT PRODUCT DISPLAY 77 SECTION 1 Product Storage Security Measures ––––– TAT will incorporate a multitude of security features and policies to protect cannabis products onsite, as detailed fully in Section 5: Security Plan, which include the following: • Customers will not be able to access the retail showroom until they have presented photo identification and been buzzed in by a TAT Front Desk employee (FMC §9-3310(a)(4)). • The retail showroom will contain the bare minimum amount of product necessary for display purposes. The majority of items on the showroom floor are display (dummy) packaging and do not contain actual cannabis products. • All cannabis products will be stored in one of two secured limited-access vaults: (1) Main Inventory Vault and (2) Daily Inventory Vault. Both are locked with a double deadbolt and key code locked doors (FMC § 9-3310(b)(1)(vii)). • Only company Managers will have access to the Main Inventory Vault and only employees with appropriate security clearance will have access to the Daily Inventory Vault. • Any authorized individuals, such as outside vendors, contractors, or other persons conducting business that require access to the limited-access areas, may only enter a cannabis storage area if they are escorted and attended by a Manager (16 CCR § 5042). • All movement of products throughout the facility will be clearly captured on video surveillance. TAT’s premises will be monitored by digital surveillance cameras and alarm systems that will be active 24/hours a day, as well as by security staff (FMC §§ 9-3310(b) (1)(viii)(1); 16 CCR §§ 5044, 5045). Each camera will clearly record limited-access areas, point-of-sale areas, areas where cannabis goods will be displayed for sale, storage areas, packaging areas, and loading areas (16 CCR § 5044). 3. Track and Trace Procedure Applicable Law ––––– 16 CCR §§ 5048-5052; 5054; 5411. FMC § 9-3309(e) In accordance with both local and State regulations, TAT employees will enter all transactions into METRC within 24 hours of occurrence. Pursuant to Cal. Bus. & Prof. Code § 26067(b), TAT will maintain the confidentiality of all information received and contained in METRC, and will only disclose such information to those fully authorized by law. Per 16 CCR § 5048, prior to engaging in retail operations, TAT will take the following steps to ensure compliance with local and State track-and-trace requirements. Implementing of Track and Trace ––––– • Immediately upon licensing, but prior to engaging in any retail sales, TAT will create an account with METRC. • Account Manager (16 CCR § 5048) - TAT will designate TAT Owner Avi Kahan as the METRC account Manager (“AM”). He will authorize the store’s General Manager as a system user. The AM and the GM will complete state required METRC training before access or use. Avi and each designated user will be assigned a unique log-in and will only be permitted to access the METRC system using their assigned and unique logins. An employee will never be permitted to use the login of another employee. As AM, Avi will have the following responsibilities: –Attend and successfully complete all required Account Manager Training sessions offered through METRC prior to licensing or no later than five days after receiving a BCC license; –Maintain a complete, accurate, and up- to-date list of all METRC users, consisting of their full names and login information; and 78 SECTION 1 –Strictly monitor all compliance notifications from the METRC system and resolve any issues detailed in a compliance notification. • Maintenance of Compliance Notifications (16 CCR § 5048(e)) - TAT will keep a record of all compliance notifications received from the State, indicating how and when compliance was achieved. If TAT cannot achieve compliance within three (3) business days of receiving a compliance notification, TAT will notify the BCC immediately by submitting the Notification and Request Form, BCC- LIC-027. Reporting (16 CCR § 5049) ––––– TAT’s Blaze POS is integrated with METRC, and all product and sales data is automatically synced to METRC in real time. In the case of a connection delay between Blaze and METRC, TAT will generate METRC reports within twenty- four (24) hours of each transaction. All reports will be stored electronically (unless otherwise required) within Blaze and will be accessible to the BCC. TAT employees will enter all cannabis activity in the Blaze/METRC system, including: • Sale and transfer of cannabis goods; • Receipt of cannabis goods from distributors; • Certificates of Analysis (COAs) containing laboratory testing and results; • Return of cannabis goods which do not comply with the law; • Destruction and disposal of cannabis goods; and • Recall of cannabis goods. Each transaction entered into METRC will include the following information: • Name and type of the cannabis goods; • Unique identifier (UID) of the cannabis goods; • Amount of the cannabis goods, by weight or count, and total wholesale cost of the cannabis goods, as applicable; • Date and time of the activity or transaction; and • Name and license number of other licensees involved in the activity or transaction Destruction and/or Disposal of Cannabis Goods ––––– If cannabis goods are destroyed or disposed of (See Section 3.7) , we will record the following information in METRC: • The name of the employee performing the destruction or disposal; • The METRC ID of the product; • The name and quantity of the product; • The reason for destruction and/or disposal; and • Whether the item was disposed of as cannabis waste. Loss of Access (16 CCR § 5050) ––––– TAT will attempt to ensure continuous internet connectivity by installing its own dedicated internet line. Should a loss of access to the METRC system occur for any reason, TAT will prepare and maintain comprehensive records detailing all commercial cannabis activities that were conducted during the loss of access or connectivity. Blaze will aid in this process by providing back up storage of transaction records. In addition to maintaining detailed records, we will: • Document and immediately notify the BCC as to when access/connectivity to the system was lost, when it was restored, and the cause of loss, if known; • Enter, within three (3) calendar days of regaining access/connectivity to the METRC system, all transactions which occurred during the period of loss of access/connectivity; and • Ensure that no cannabis goods are transported, received, or delivered until system connectivity is restored. We will submit all loss notifications on Form BCC-LIC-027. 79 SECTION 1 Reconciliation (16 CCR § 5051) ––––– At the end of each day, TAT will reconcile all sales transactions, incoming products, and returns with METRC. TAT will also reconcile its physical inventory with the records in METRC at least once every seven (7) days. If TAT identifies a discrepancy between the physical inventory and the information logged in METRC, we will conduct an audit and notify the BCC of any reportable activity. 4. Record Keeping Procedure Applicable Law ––––– 16 CCR §§ 5037, 5044; 18 CCR §§ 1698, 4901. FMC §§ 9-3309(e), 9-3310(b)(1)(xvii), 9-3331(a)- (d), 9-3335(b) Procedure ––––– All company records will be handled by employees according to our strict statutorily based record keeping policy, whether electronically stored on our state-of-the-art electronic storage system (our preferred method of record retention), or (as a back- up) maintained in physical form in a secured and protected area. TAT will make records immediately available to the BCC or the City of Fresno upon request pursuant to FMC § 9-3331(a). TAT BUDTENDER At the start of each business day, the Manager on duty will confirm that TAT’s electronic files have been uploaded properly to Blaze’s cloud-based servers. If an error occurs, the Manager will immediately contact Blaze technical support. In the event of a connection failure, management will print hard-copies of all new electronic files and maintain these files until we regain connectivity. To properly comply with the record keeping standards set by the BCC, TAT will maintain current copies of the following records and preserve them for a minimum of seven calendar years: • Financial Records (bank statements, sales invoices, receipts, tax records, and all records required by the CA Department of Tax and Fee Administration under 18 CCR §§ 1698, 4901); • Security records, except for surveillance recordings which are only retained for 90 calendar days; • Personnel records, including each employee’s full name, social security or individual taxpayer identification number, date employment began, and the date of termination (if applicable); • Training records, including, but not limited to, the content of the training provided and the names of the employees that received the training; • Contracts with other licensees regarding commercial cannabis activity; • Permits, licenses, and other local authorizations to conduct the licensee’s commercial cannabis activity; • Records relating to the disposal or destruction of cannabis goods; • Documentation for data or information entered into METRC and Blaze; and • All other documents prepared or executed by an owner, employee, or an assignee in connection with the licensed commercial cannabis business, including those required as part of the METRC regulations. 80 SECTION 1 5. Product Testing Procedures Applicable Law ––––– 16 CCR §§ 5303-5307, 5406, 5408(a)(3), 5411(b)(2), 5700-5739; Cal. Bus. & Prof. Code §§ 26100-26106, 26120; FMC § 9-3309(f). Company Zero Tolerance Policy ––––– TAT will ensure that all products we carry have been properly tested by a licensed ISO/IEC 17025 accredited testing facility in full compliance with California law. TAT has a zero tolerance policy regarding products which have not met the testing requirements of the State. Employees who are involved in the purchase of products from an unlicensed distributor or who engage in the sale of untested products are subject to immediate termination. Procedure ––––– To ensure all products retailed at TAT meet the State’s testing requirements, we use following standard operating procedures: Extensive Employee Training Educating employees properly is the first line of defense in preventing consumer harm. We provide detailed new hire and ongoing employee education on the State’s product testing requirements and our internal company procedures for verifying proper testing. Confirm Validity of State Licenses As in our current stores, TAT will only purchase products for our Fresno location from licensed distributors per FMC §9-3309(f). Prior to engaging in business with a distributor, TAT’s Purchasing Manager (“PM”) will request a copy of the distributor’s California issued cannabis license and confirm its validity. The PM will also confirm that all batch testing initiated by a licensed distributor is conducted by a licensed testing laboratory which has obtained ISO/IEC 17025 accreditation. The PM will request a copy of the testing laboratory’s California issued license and confirm its validity. We will retain digital copies of distributor and testing facility licenses in Blaze. Confirm Testing Results Each item we retail will be identified by a unique identifier (“UID”) and a METRC batch number. When we receive an incoming order, we require each batch of products to be accompanied by a METRC tag and Certificate of Analysis (“COA”) detailing test results. We will review every COA to confirm that • The testing facility fully complies with California’s testing regulations by testing for: (1) cannabinoids, (2) foreign material, (3) heavy metals, (4) microbial impurities, (5) mycotoxins, (6) moisture content and water activity, (7) residual pesticides, (8) residual solvents and processing chemicals, and (9) terpenoids; • The batch has passed all tests for items (1)- (9) above; and • The THC, CBD, CBDa, CBG, and CBN content of the product matches the amount advertised by the distributor/cultivator/manufacturer. We also reserve the right to confirm with the testing laboratory that • The required tests were conducted and that the COAs are accurate; • The proper batch size was tested; • The distributor was physically present to observe the laboratory employee obtaining the sample of the product for testing and that increments were taken from throughout the batch; • A video recording, with verbal affirmations, was taken of the testing process; • The testing facility and distributor signed and dated a chain of custody; and • The distributor did not assist the laboratory employee nor touch the cannabis goods or sampling equipment while sample was being obtained. 81 SECTION 1 Verify Proper Packaging We ensure that our products are properly labeled according to 16 CCR § 5303, by inspecting each product before adding it to inventory. Specifically, we verify that the packaging includes (1) pharmacologically active ingredients, such as THC, CBD, CBG, CBG or CBN; (2) the THC and other cannabinoid amount in milligrams per serving; (3) the number of servings per package; and (4) the total amount of THC and other cannabinoids in milligrams for the entire package. Edible products must also be labeled with a list of ingredients and a warning if nuts or other known allergens are used. When receiving products (as described above), TAT’s GM will inspect each batch to ensure that products have been labeled accordingly before offering the products for sale. Any improperly labeled items will be rejected and returned to the distributor.PRODUCT WITH BATCH ID, TESTING INFO, AND INGREDIENTS 82 SECTION 1 6. COVID-19 Response In the last few months, the world has rapidly changed in response to the COVID-19 pandemic. As essential business owners, the TAT team has quickly adapted our existing cannabis businesses to life in a COVID-19 world. We acknowledge that COVID-19 may still be a significant public health and safety concern when we open our Fresno location. We are prepared to replicate the safety precautions below to provide conscientious and safe access to cannabis in Fresno. TAT BUDTENDER WEARING PPE To ensure the safety of our staff and customers in our current stores, we have reduced the maximum occupancy of each store by 50%. We provide gloves and masks for all of our employees. We have installed hand sanitizing stations throughout the showroom floors. We have implemented robust sanitation procedures. Our employees frequently wipe down all counter surfaces, including display tables, the front desk, and the cashier area, between customer transactions. Our delivery drivers change gloves and wipe down car surfaces between each delivery. We have instituted temporary showroom policies, whereby customers cannot directly touch display products, smell flower goblets, or touchscreen displays. We have placed line markers outside our check in desk and leading up to our cashier area to keep patrons 6 feet apart. Additionally, we have recently upgraded our air filtration and HVAC system by adding an industrial grade bipolar ionization system to further prevent the spread of COVID-19 (and any other air borne pathogens) at our facility. The system generates positive and negative ions, which have microbicidal effects on pathogens and effectively and safely reduce the infectivity of COVID-19 by more than 90% in our space. We also provide curbside pickup and delivery to promote social distancing. Upon request, we have also provided at risk employees with unlimited leaves of absence until they deem it safe to return to work. We are experienced in adapting our businesses, and will do everything we can within our stores to reduce COVID-19 transmission. We also support relief efforts for those impacted by COVID. We have donated to the Los Angeles Emergency COVID-19 Response Fund, which helps provide meals, childcare and other resources for families, small businesses, unhoused individuals, and healthcare workers and support similar nonprofits in Fresno to help those affected by COVID-19. COVID-19 POLICY SIGNAGE Proprietary & Confidential Information of TAT Fresno, LLC and Adamant Law Group, PC. Not For Publication. Section 2––––– Social Policy and Local Enterprise 1 SECTION 2 2.1 Living Wage Our staff is our most valuable asset. Realizing the importance of obtaining and retaining talented team members, TAT offers competitive wages for all staff. The present minimum wage in Fresno and the state of California is per hour. The current living wage is . TAT’s minimum starting wage for hourly employees is per hour, which exceeds the local living wage by more than per hour. TAT monitors increases in the suggested living wage yearly and adjusts wages and salaries accordingly. For exempt employees, TAT offers salaries that far exceed the state’s minimum monthly salary requirement of per week per year). Our Floor Managers will earn a starting salary of at least per year and our General Manager will earn a starting salary of per year. In addition, salaried employees are eligible for end of year bonuses equal to 10% of their base salaries. See the Budget and Pro Formas in Sections 1.2 and 1.4 of the Business Plan for a complete list of employees and compensation. 2.2 Benefits TAT has budgeted amounts equivalent to 25% of total payroll for benefits for both exempt and nonexempt employees (equal to in 2022 and in 2025). TAT will provide the following employee benefits: Wellness Benefits ––––– Health Insurance: All employees are eligible to participate in our health insurance program. TAT will cover 75% of health insurance premiums for full-time employees. Part-time employees receive a per hour health care stipend and the opportunity to join the company health insurance plan. Dental Insurance: All employees are eligible to participate in our dental care program. TAT will cover 75% of dental insurance premiums for full- time employees. Part-time employees have the opportunity to join the company plan. Vision Insurance: All employees are eligible to participate in our vision insurance program. TAT covers 75% of vision insurance premiums for full- time employees. Part-time employees have the opportunity to join the company plan. Family Benefits ––––– Maternity & Paternity Leave: TAT strictly adheres to California maternity and family leave laws as required by the Family and Medical Leave Act (FMLA), California Family Rights Act (CFRA), California State Disability Insurance (CA-SDI), and Paid Family Leave (PFL). Employees may take pregnancy-related leave as needed prior to giving birth and may take a total leave of up to 4 months in connection with the birth of a new family member. Employees may be entitled to Paid Family Leave through the California Employment Development Department. In addition, TAT provides 4 weeks of paid leave for new parents after the initial 8 weeks of Paid Family Leave benefits. New Parent Bonus: TAT offers a bonus of $500 to assist with childcare/household expenses to any employee welcoming a new child into their home. Family Friendly Shifts: Employees with active children often need flexibility in their schedule to attend a weekday afternoon recital, school play, or other event. TAT values family unity and encourages parent participation. We grant reasonable requests for time off from team members for child-related events. 2 SECTION 2 Positively Perfect Pets: In an effort to reduce the homeless pet population and decrease the number of euthanized pets, TAT employees who adopt a pet from a Fresno City or County shelter or rescue receive a $100.00 pet adoption stipend to cover the cost of the adoption fee and incidentals. Financial Benefits ––––– 401K Plan: TAT offers a 401K plan to all full-time employees. TAT will match 50% of employee contributions for the first 6% of salary an employee contributes to their 401K. Medical & Dental Flexible Spending Account (FSA): Full-time employees are eligible to participate in our medical and dental expense FSA, allowing them to set aside pre-tax earnings for qualified expenses. Eco Credit: We’re passionate about rewarding team members who protect our environment. All team members who regularly utilize public transportation, ride a bicycle or electric scooter, walk, or rideshare to work (including Uber/Lyft), will be entered into a monthly drawing for a $250 store credit. Employee Discount: Employees receive a 35% discount on all products at TAT. Workers’ Compensation Insurance: Employees are covered by TAT’s workers compensation insurance and are eligible for benefits for qualified injuries or illnesses resulting from employment at TAT. Paid Time Off ––––– Vacation & Paid Time Off: TAT provides employees with compensated days off for vacation or personal necessity. Paid time is accrued by employees throughout the year based on the number of hours worked. • Full-time: 40 hours of paid vacation per year in year one, increasing to 80 hours in year 3. • Part-time: 1.54 hours per hour worked for each pay period (e.g., an employee that works 20 hours/week would earn 20 hours of vacation time per year). Sick Days: Team members accrue paid sick leave at a rate of 1 hour per 30 hours worked, up to 48 hours per year. Volunteer Time Off: TAT is committed to giving back to the community. All employees are entitled to paid time off for time spent volunteering with a non-profit organization or at a Fresno sponsored community event. • Full-time: 4 hours per month, up to 24 paid hours per year • Part-time: 4 hours per month, up to 12 paid hours per year Family and Medical Leave: TAT also provides bereavement leave, family and medical leave (for the addition of a new child to the employee’s household, serious health conditions, caring for a family member with a serious health condition), qualifying exigency leave, and military caregiver leave. Uncompensated Time Off: If an employee has exhausted all of his or her compensated days off for that year, TAT provides up to 20 uncompensated days off per year for an illness of the employee or his/her immediate family. 2.3 Continuing Education and Employee Training Continuing Education ––––– TAT does not merely provide jobs, we create careers. We provide our employees with extensive training and continuing education to advance within the company and beyond. Following our comprehensive initial employee training program (detailed below), TAT provides frequent, free, in- house continuing education to team members on the following topics: 3 SECTION 2 • Updates to cannabis laws; • New product information; • Changes to company policies; • Emerging trends in the industry; • Updated safety protocols; and • Community concerns. TAT also encourages employees to pursue outside education. We provide a credit of $100 per month to employees who are enrolled in verifiable educational programs (related to any field), including formal degree programs, professional accreditation programs, performing arts classes (music, art, theater, etc.). We also promote career advancement by covering the costs associated with education programs related to: • Cannabis industry topics, such as cultivation, manufacturing, and product information; • Specific job duties at TAT, including inventory management, bookkeeping, customer relations, and employee management; • Legal compliance; • Health, wellness, and stress management; and • Entrepreneurship TAT supports a wide variety of continuing education programs relevant to the cannabis industry, including education on how to start and operate a new cannabis business as part of our overall plan to promote career advancement and social equity cannabis business ownership (described below). These programs include: Oaksterdam University (oaksterdamuniversity.com) • The Business of Cannabis: 14 week live instruction course designed to fully prepare students for opening and operating a compliant cannabis business, which covers the following topics: –History, Science and Law of Cannabis –Therapeutic Effects of Cannabis –Methods of Ingestion –Facility Design Requirements –Cannabis Cultivation –Regulation and Compliance –Crafting a Business Plan and Pro Forma –Business Star tup and Licensing –Employee Hiring and Management –Advocacy • Budtending Certificate Program: Comprehensive program that empowers budtenders with cannabis knowledge and customer relations skills, including: –History, Science and Law of Cannabis –Products and Methods of Ingestion –Budtending Roles and Responsibilities –Product Handling Procedures –Security and Chain of Custody –Customer and Patient Relations –Cannabis Dosing –Cannabis Strains, Genetics, and the Sativa/Indica Fallacy Cannabis Training University (cannabistraininguniversity.com) • Staff Training Program: Comprehensive certification program for current employees, covering the following topics: –Laws and Regulations –Essential Budtender Skills –Cannabis Retail and Delivery Management –Cannabis as Medicine • How to Open a Dispensary: Education on how to launch a new cannabis business, with the following content: –Preparing Business Startup Documents –Banking –Lease Issues –Purchasing cannabis products –Security –Creating a Budget 4 SECTION 2 THC University (thcuniversity.org) • Cannabis Business Certification: Information on how to start a business and positively impact the community, including –Steps to Achieve Licensing –Laws and Regulations –Ta xes –Marketing and SEO • Budtender Basics: Training for budtenders on how to educate consumers on products and customer service –Consumer Tolerance –Details on Hash and Concentrates –Smoke, Vapor, and Edible Consumption Methods –Sublingual, Transdermal, and Topical Modes of Consumption Employee Training ––––– TAT has developed a detailed two week onsite employee training program to provide our employees with a wealth of product, customer service, and regulatory knowledge. We have successfully implemented the program in our existing businesses so that our employees are comfortable interacting with clients in the highly regulated cannabis industry. TAT will utilize the best and brightest team members from our existing locations to train incoming staff in Fresno. We will also conduct part of the training for our local Fresno General Manager and Floor Manager at our West Hollywood location. Both local managers will have the opportunity to work with members of our Executive Team and to practice the skills they will need to operate a cannabis retail store. They will get real world experience interacting with customers, handling products, managing inventory, and using our POS system. TAT will cover all travel and lodging costs during the training period. Orientation (Day One) Introduction to The Artist Tree: Training staff educate team members on TAT’s mission of enhancing the arts through cannabis. We explain that all employees will be held accountable for promoting our core values: inclusivity, education, and fostering community. Two or more members of TAT’s executive team attend the first day of training to meet new team members and provide an open line of communication. We also lead new hires on a tour of the facility, identifying all public, employee only, and secure access areas. Review of Employee Handbook, Employee Policies and SOPs: Training staff thoroughly review the TAT Employee Handbook with new hires, explaining information on attendance and break policies, employee badge requirements, non-harassment, medical leave, discrimination, intoxication, and employee security. Training staff members also provide an overview of company SOPs, such as age verification procedures, operating hours, and inventory management. BUDTENDER UNIFORM 5 SECTION 2 Employee Handbook––––– TAT’s employee handbook details TAT’s employment policies. The handbook summarizes the employee benefits, paid time off, and leave policies set forth above. In addition, it covers the following topics: 1. Open Door Policy: TAT encourages employees to contact their supervisor and store GM directly with any issues or complaints. Employees may also contact TAT’s President directly if the GM is unable to address their concerns. 2. Equal Opportunity Employment: TAT bases all decisions relating to employment, including hiring, promotions, transfers, or termination, solely on an individual’s experience, talent and qualifications. TAT prohibits unlawful discrimination or harassment based on race, color, religion, sex, gender identity and gender expression, pregnancy, active military or veteran status, national origin, ancestry, citizenship, age, marital status, physical disability, mental disability, medical condition, active military or veteran status, sexual orientation, genetic information or characteristics, or any other characteristic protected by state or federal law. 3. ADA Policy: TAT makes reasonable accommodations for the known physical or mental limitations of otherwise qualified individuals with disabilities who are applicants or employees, including reasonable accommodations related to pregnancy in accordance with applicable local, state and federal law. TAT participates in a timely, good faith, interactive process with each disabled applicant or employee to determine effective reasonable accommodations, if any, which can be made. a. All information regarding a disability shall be kept confidential unless disclosure to supervisors and/or managers is necessary to make informed decisions regarding work duties and accommodations. 4. Establishing Employment Eligibility: Each employee, as a condition of employment, must complete the Employment Eligibility Verification Form I-9 and present documentation establishing identity and employment eligibility. 5. Age Requirement: TAT employees must be at least 21 years of age (16 CCR § 5031). 6 SECTION 2 6. Employee Badge: All employee must display a TAT provided, plastic coated employee badge at all times, secured via a lanyard, with (1) the employee’s name, (2) TAT’s name and license number, (3) color photo of employee, and (4) employee number (16 CCR § 5043). 7. Prohibition Against Harassment, Discrimination and Retaliation: TAT prohibits discrimination and harassment against applicants, contractors, customers, employees, guests, interns, volunteers, vendors, and others based on any protected characteristic or status, as defined by law, including age, ancestry, color, exercising the right to family care and medical leave, gender, gender identity, gender expression, genetic information, marital status, medical condition, mental illness or disability (including clinical depression and bipolar disorder), military and veteran status, national origin, physical disability, race, religious creed, sex, or sexual orientation. a. TAT encourages all team members to immediately report any act of harassment, including sexual harassment, to a supervisor. TAT will subsequently conduct a timely, fair, and objective investigation; document the complaint; maintain confidentiality; consider appropriate remedies; and take reasonable action, including warnings, reprimands, suspension or discharge. b. Employees bringing a harassment complaint will not be adversely affected, discriminated against, or discharged because of the complaint. 8. Prohibition Against Providing Medical Advice: TAT employees may not provide medical advice to customers or make any medical claims associated with products retailed by TAT. 9. Full-Time, Part-Time, Temporary, and Seasonal Employees: Full-Time employees are those that work at least 35 hours per week and are eligible for company full-time employee benefits. Part-Time employees work fewer than 35 hours per week and are eligible for part-time employee benefits. Seasonal or temporary workers are not eligible for employee benefits or paid leave. 10. Time Keeping: Employees must clock in at the start of their shifts and clock out at the end of a shift via the Wurk (our cannabis payroll provider) timekeeping app. 11. Attendance: If unable to come in to work, employees must call their supervisor before or as close to their scheduled start time as possible. 7 SECTION 2 Unreported absences of 3 or more consecutive days are considered a voluntary resignation without notice. 12. Work Schedule: The regular work hours at TAT are 7:45 am to 10:30 pm Monday through Sunday. 13. Overtime: Non-exempt employees are paid one and a half times their regular hourly rate for (i) all hours worked over 40 in a work week, (ii) all hours worked over 8 in a work day, or (iii) the first 8 hours worked after the employee has worked 7 consecutive days in a work week. Non-exempt employees are paid two times their regular hourly rate for (i) all hours worked in excess of 12 in a workday and (ii) all hours worked in excess of 8 hours on the 7th consecutive day of a work week. Employees may be asked to work overtime, however, TAT considers all overtime to be voluntary and not mandatory. All overtime must be authorized by a supervisor. TAT may not require employees to work 7 consecutive days in the same week, however, an employee may voluntarily choose to do so. 14. Rest and Meal Periods: TAT adheres to California rest and meal break laws. Employees are permitted to take a paid 15 minute break for any shift over 3 ½ hours. Employees who work shifts over 5 hours must take a 30 minute, duty free, unpaid meal break. Employees working shifts over 9 hours are permitted an additional 30 minute meal break. Employees that miss a break must complete a designated form. Employees may voluntarily waive their meal breaks by completing a designated form. Employees are free to leave TAT’s premises during meal periods. Non-exempt employees must clock out and in at the beginning and end of their meal breaks. 15. Lactation Policy: TAT will provide a private space within the employees’ only area of TAT’s store for lactating mothers to express breast milk. TAT permits such mothers to take an extra 15 minute rest break, in addition to their normal rest and meal period, for purposes of expressing breastmilk, for shifts worked over 7 hours. 16. Employee Conduct: TAT provides reasonable opportunities for employees to correct behavior or actions that conflict with TAT’s standard of conduct. However, if an employee fails to make a correction, he/she will face disciplinary action, up to and including termination. The following are examples of conduct that violates TAT’s standards of conduct: falsifying company records; lack of cooperation/negative 8 SECTION 2 attitude; failure to comply with safety and sanitation standards; willful destruction of company property; possession, use or distribution of illegal and/or non-medically prescribed drugs on TAT’s premises; gambling on premises; falsifying an employment application; unauthorized removal of company property; harassment of any other individual on TAT’s premises; smoking on TAT’s premises; use or possession of alcohol on the premises or in TAT vehicles; working while under the influence of alcohol/illegal drugs; unexcused absences; excessive tardiness or absenteeism; failure to follow company policies; dishonesty, theft, or attempted theft; conviction of a felony; unsatisfactory work performance; or fighting while at TAT. 17. Alcohol, Cannabis, and Drug Policy: TAT strictly prohibits any use, sale, purchase, transfer or possession of any illegal or non-prescribed drug by employees while on duty or performing company business, including while driving company-owned vehicles. An employee may not report to work, be on TAT’s premises, or operate a TAT delivery vehicle while under the influence of alcohol, cannabis, illegal drugs, or any other substance, including legally prescribed prescription or over-the-counter drugs, that impairs the employee’s ability to perform his/her job duties. a. TAT encourages employees struggling with alcohol, drug or other substance abuse to ask a supervisor for referral information for rehabilitation or substance abuse counseling services. b. TAT reserves the right to conduct drug/alcohol testing on employees (i) as a condition of hiring; (ii) for employees in sensitive positions; (iii) after an on-the-job accident; or (iv) upon a reasonable suspicion that the employee is working in an impaired condition. 18. Employee Uniforms and Personal Appearance: a. Guides and Front Desk employees are issued an artist inspired black jumpsuit, black TAT t-shirt, and TAT hat upon starting employment. Similar to painters’ coveralls, the one piece suits are comfortable and easy to wear. They create a consistent appearance amongst employees so that guests can easily identify a Guide while in the store. While working, Guides and Front Desk employees must adhere to the following guidelines: i. Wear TAT issued black jumpsuit; ii. Wear TAT issued lanyard/clip containing employee badge; 9 SECTION 2 iii. Wear closed-toed shoes; iv. Ensure that clothes are clean, wrinkle free, and in good order; v. Wear a TAT hat, forward facing, at an employee’s option, but not any other type of hat or head covering unless for religious reasons; and vi. Not wear any other clothing item over the TAT jumpsuit (e.g., a jacket or sweater). b. Management employees, including General Manager and Floor Managers shall wear business casual attire while on duty, consisting of solid colored pants (non-denim), a short-sleeved or long-sleeved blouse or button down/collared shirt, and close-toed shoes. Clothing items may not display any logos, text, illustrations, or any other graphics that may be considered offensive. c. Security Guards must wear security uniforms issued by their referring security company. 19. Restricted Access Areas: No visitors to the facility, including friends or family of employees, may enter restricted access areas of the store, such as the employee lounge, cashier area, fulfillment area, manager’s office, or product storage area. 20. Sales Limit Violations: If an employee sells more than the legal daily limit of cannabis products to a consumer (as defined in 16 CCR § 5409 or as subsequently amended by state and/or local law), the employee will receive a first and final warning from TAT management. Upon a second sales limit violation, the employee shall be terminated without exception. 21. Threats, Violence, and Weapons: TAT prohibits violence, threats of violence of any sort, fighting, or any unwelcome touching. Employees that (i) witness violence or threats against any individual on TAT’s premises or (ii) become aware of an individual bringing a weapon onto the premises must immediately report such actions to their supervisor. TAT will promptly investigate any reports of violence, threats, or weapons, take appropriate corrective action, and discipline or discharge offending employees. 22. Holidays: Non-exempt employees receive holiday pay of time and a half when working on a holiday. TAT makes every attempt to accommodate the religious observances of employees and will allow time off for religious holidays upon receiving advance notice from the employee requesting the time off. 10 SECTION 2 23. Safety on the Job: TAT is responsible for keeping the job site free from hazards and complies with all applicable federal, state and local health and safety regulations. TAT employees must immediately report any accident on the premises to a supervisor. Work areas must be kept clean and orderly at all times. TAT will promptly investigate any reported accidents. 24. Security: Employees use TAT issued access cards to access secure areas of the premises. Employees are prohibited from sharing an access card or entry code with any other individual, and each employee must swipe his/her own card to open any key card controlled entryway. TAT reserves the right to search all areas of the premises, including employee work areas and lockers where there is a reasonable suspicion of any illegal or inappropriate items onsite, and to conduct bag checks of employees entering and exiting the premises. Employees must also comply with all other protocols outlined in TAT’s Security Plan. 25. Promotions: TAT fills vacancies, whenever possible, from within its current employee team by allowing current employees to apply for job openings before publicizing them externally. 26. Technology and Information: All company-owned computers, databases, email and voicemail systems, and internet access via company-owned computers and data lines are company property. All data received, collected, downloaded, uploaded or created on non-company computers and used for company business are also company property. TAT prohibits transmission of inappropriate messages, harassment, sending/receiving/downloading copyright protected materials, disclosing confidential or trade secret information, gambling, streaming videos unrelated to work tasks, trading in securities, or accessing another employee’s email via the company computer systems. TAT monitors all information stored or transmitted through the company’s computer systems. 27. Termination: Employees may voluntarily terminate their employment at any time by providing verbal or written notice. TAT may terminate an employee due to poor performance, misconduct, or other violations of company rules. TAT may also discharge employees for lack of work or other economic considerations and will attempt to provide advance notice. Employees who resign in good standing are eligible for rehire consideration. 11 SECTION 2 Cannabis Laws and Regulations: Training staff members provide an overview of current cannabis laws and regulations, especially laws governing personal use and prohibitions. For example: • The daily limits on cannabis sales (currently one ounce of cannabis or 8 grams of concentrate for adult-use customers) under HSC § 11357; • Limits on personal cultivation (not more than 6 living plants) under HSC §11362.2; • Prohibitions against consuming cannabis in public (unless in a licensed consumption facility), manufacturing concentrates, and driving or riding in a vehicle while smoking or possessing an open container of cannabis under HSC § 11362.3; • Product labeling requirements under 17 CCR §§ 40403-40412; • Hours of Operation under FMC § 9-3310(a)(1); • State and local tax rates for adult-use customers and medical patients; and • Limits on the amount of cannabis goods that can be carried by a delivery driver under 16 CCR § 5418. Day One concludes with our Rules and Regulations Quiz. Employees receive two chances to take the test and must score 80% on the quiz to continue to the next day of training. TAT makes accommodations in administering all quizzes for anyone with known physical or mental limitations. Orientation (Day Two) World of Cannabis: To prepare our Guides and other employees for work at TAT, we utilize our World of Cannabis guide. It covers all aspects of cannabis products, consumption, and the cannabis industry, including the most up-to-date information on the following topics: • Differences between Indica, Sativa, and Hybrid strains; • The effects and aromas of terpenes; • The cannabis growth process; • Product types (vapes/edibles/tinctures/topicals/flower/pre-rolls/concentrates); • The effects of specific cannabinoids, including THC CBD, CBG, and CBN; • The various effects of edibles, flower, concentrates, and tinctures as methods of consumption; • Handling cannabis products; • Understanding THC percentages and dosages and the effects they will have on consumers; • Cannabis as a medical remedy and which types of products are therapeutic for specific health issues; • Potential interactions between cannabis and other substances; • Medical patients’ rights under HIPAA; and • Do’s and Don’ts for providing product advice. See examples on following page of infographics from our manual. 12 SECTION 2 Anatomy of Cannabis ––––– Psychoactive Spectrum ––––– Guide to Terpenes ––––– 13 SECTION 2 Cannabinoids and Terpenes Quiz 1. Which cannabinoid is known for being anti-inflammatory, anti-anxiety, anti-seizure, and promoting immune cell production, non-intoxicating? 2. Which cannabinoid is known for promoting euphoria, relaxation, pain relief, reduces nausea, short term memory loss, and in some cases anxiety? 3. Which receptor does the THC molecule bind to? 4. Describe the entourage effect? 5. Name a terpene that has anxiety relieving effects. 6. Name a terpene that enhances the effectiveness of THC. 7. Roughly how many terpenes can be found in cannabis? 8. True or False: Every person has a unique endocannabinoid system within their body, so every person interprets cannabis differently. 9. Mark an ‘S’ next to the traits commonly associated with Sativas. Mark an ‘I’ next to the traits commonly associated with Indicas a. Long flowering time ___ b. Higher yields ___ c. Tall plants with slim long leaves ___ d. better in warmer climates with longer seasons ___ e. Short, bushy plants with wide leaves __ f. Suitable for colder climates ___ 10. Name the precursor cannabinoid to THCa, CBDa, and CBCa. What is this cannabinoid best know for? 11. Mix and match the terpene with it’s traits. a. Limonene ___ b. Myrcene ___ c. Pinene ___ d. Ocimene ___ e. Linalool ___ f. Caryophyllene ___ g. Terpinolene ___ h. Humulene ___ i. Nerolidol ___ j. Carene ___ k. Geraniol ___ Name_________________________ Date_________________________ 1. Anti-inflammatory and bronchodilator. Promotes alertness and memory retention. 2. A sedative, but can have energizing effects in low concentrations of .5% or less, muscle relaxant, pain reliever, increases the effects of THC by allowing for high binding affinity. 3. Works as an antidepressant. Can inhibit breast cancer cells, engages with serotonin & dopamine receptors to relieve stress and depression, uplifting, aids in absorption of terpenes through skin. 4. Sedative in high concentrations, calming, stress relief, anti-epileptic,floral scents, reminiscent of lavender. 5. A localized stoney cerebral experience. Tranquilizing effects, not recommended in high concentrations for first time users, antioxidant, antiproliferative. 6. Uplifting effect,sweet scent often used in perfumes, helpful for diabetes, Anti-fungal, anti inflammatory. 7. Relaxed sedative effects, useful for sleep, antimicrobial, antiparasitic ,antimalarial activity. 8. Found in black pepper & cloves, able to bind to both cb1 & cb2 receptors, anti-inflammatory, euphoric body high, helpful at alleviating pain & anxiety, autoimmune disorders and gastrointestinal complications. 9. Anti-inflammatory, prevalent in hops, earthy/grassy scent,appetite suppressant , potent anti inflammatory, calming, antiproliferative (cancer fighter) 10. Has astringent properties, the terpene responsible for dry eyes and dry mouth. Notes of cedar, pine-sol and diesel. Useful for congestion, arthritis. 11. Found in Geraniums and citronella and roses, shows potential effectiveness for neuropathy. Relaxing,anti tumor, antioxidant, anti cancer. Day 2 concludes with our Cannabinoids and Terpenes Quiz. All hires must score an 80% or higher to move forward to the next day of training (with two opportunities to take the quiz). 14 SECTION 2 Orientation (Day Three) Product Specific Knowledge: TAT’s current locations are known for their incredibly extensive product selections, and we will carry approximately 700 SKUs from 70 different brands in Fresno. Because of our immense selection, we devote significant time developing our employees’ product knowledge. We provide information on each brand and its product lineup. We highlight products by brands that are customer favorites (such as 710 Labs, Canndescent, Raw Garden, and KIVA); products that provide relief for health ailments (such as Papa + Barkley tinctures, Tikun topicals, and Plus CBD gummies); and unique consumption methods (such as Omura heat-not-burn devices, Releaf patches, LEVEL tablinguals, and Nano5 oral sprays). On an ongoing basis, TAT also has representatives from each brand it carries onsite every month to provide training on the brand’s products. Day 3 concludes with our Consumption Types and Product IQ Quiz. All hires must score an 80% or higher to move forward to the next day of training (with two opportunities to take the quiz). Orientation (Day Four) Security Concerns & Protocols: Employees learn security and safety protocols and crime prevention techniques. Training will include cash management, inventory procedures, and rules of access to different areas of the facility depending on employee security clearance level. The training establishes a uniform method of notification and response to armed robbery, invasion, or any other criminal incident. Training staff identify the emergency alert system and the locations of silent alarms (panic buttons) under each POS terminal. Additionally, employees learn (1) how to evaluate suspicious persons, vehicles, or packages, (2) how to respond to a community-wide threat, (3) how to handle potentially false alarms, and (4) how to document an incident on the Alarm Log. TAT Delivery Drivers receive specialized training on the secure transport of cannabis products and cash, avoiding potential hazards, and other TAT delivery policies. (See Section 5: Security Plan). Ensuring Safety/Handling Emergencies: The GM and Security Consultant train staff on safety and medical emergency protocols, based on OSHA regulations and best industry practices. Diversion Prevention: Training staff explains procedures designed to prevent diversion, theft, or other loss, including (1) the California Track and Trace system CCTT-METRC (“METRC”), (2) our internal inventory management system, and (3) our inventory audit procedures. Employees learn signs of possible theft/diversion and the appropriate reporting procedures. Orientation (Day Five) Customer Interactions: New hires learn procedures for dealing with customers, from check in to customer exit. Specifically, we provide training on the following procedures: • How to identify and welcome new and returning customers; • How to deal with consumer complaints; • How to answer phone calls (“It’s a good day at The Artist Tree. My name is John. How may I assist you?”); • How to answer consumer questions in a friendly and appropriate manner; • How to respond to vendors seeking a purchasing manager; and • How to deal with inquiries regarding purchasing artwork. TAT training staff test new hires’ product knowledge and customer relations skills by carrying out mock customer interactions. Training staff members pretend to be customers or vendors and new hires act as on duty Guides. These entertaining skits, covering a variety of potential scenarios, are the highlight of the training program as new hires come up with spontaneous responses to questions, complaints, and in store occurrences. 15 SECTION 2 PRODUCT TRAINING AT TAT WEHO Customer Service Training (Day Six) All staff, except Security Guards, learn tasks related to the front desk, sales floor, cashier, and order fulfillment to allow flexibility within each shift. On Day Six, new employees are paired with seasoned employees for a day of on-site shadow training in sales transaction procedures, including the following: • How to validate an ID and verify medical documentation; • How to create a consumer profile in Blaze; • How to identify and check in returning customers; • Counting and logging a cashier drawer, • How to use the Blaze point of sale software; • How to handle cash, product returns, and product recalls; • Reading UIDs and other product label information; • Guiding consumers through the product selection process by providing specific information on strains, products, dosages, and safe consumption methods; • Entering orders into Blaze; • Checking out guests and collecting payment via cash or debit; • Procedures for doing a cash drop; and • Closing out a drawer at the end of a shift. “As cannabis Guides, we are responsible for harnessing all the cannabis knowledge we’ve learned to assist our guests in identifying what would best fit their lifestyle. Stay engaged and warm throughout each interaction.” EXCERPT FROM TAT TRAINING GUIDE Customer Service Training (Day Seven) Inventory and Fulfillment: New hires learn the inventory storage system, including the layout of items in our product storage area, access protocols, locations of cameras, and procedures for logging new products into inventory. They also learn the order fulfillment process, which includes (1) receiving orders from Blaze, Weedmaps, or Iheartjane; (2) distinguishing in store, delivery, and pick up orders; (3) retrieving products from inventory and double checking that they match the order; (3) bagging items; and (4) notifying cashiers when an order is ready or placing orders in the appropriate holding spot (for delivery and pick up orders). Delivery Training (for Delivery Drivers): Each new Delivery Driver shadows an existing driver to learn processes for (1) maintaining an unbroken chain of custody from the store to the customer and back to the store, (2) route tracking through TAT’s GPS system; (3) verifying a customer’s ID at delivery time; (4) logging transactions into Blaze; and (5) avoiding unsafe parking areas or prohibited delivery locations. 16 SECTION 2 Customer Service Training (Days Eight to Ten) Sales Floor Training: New hires learn the location of all products on the sales floor and procedures for safely displaying products to customers. They learn how to operate our self service ordering stations and educational kiosks so they may refer customers to those stations. They also learn about all of the art displayed in the store, how to find pricing and artist information, and how to facilitate sales of the art. New hires test the skills they have acquired over the previous seven days by interacting directly with customers, under the supervision of a senior TAT employee. Senior employees assist new employees with questions or concerns and correct any new hire actions which conflict with company policies and procedures. Over the course of three days, new hires practice carrying out all tasks related to their job position, including clocking in, checking in customers at the front desk, assisting customers in selecting products, entering orders into Blaze, ringing up customers at the cashier area, fulfilling orders in the fulfillment area, restocking inventory, safely handling cash, logging incoming products, and performing manual inventory counts. EMPLOYEE IN TRAINING 17 SECTION 2 Cal/OSHA Certification TAT owner, Avi Kahan, and VP of Operations, Kenny Perez are Cal/OSHA certified and will serve as supervisors to TAT’s local employee team. TAT’s GM and at least one other TAT employee will complete a 30 hour Cal/OSHA California cannabis business safety certification course through GAIACA. Through the training, they will learn to recognize and reduce job site hazards to maximize workplace safety. 18 SECTION 2 Employee Training Records TAT, in compliance with local and state law, keeps records on all employees who have been trained and the training they have undergone. Legally Mandated Training Employees who hold positions that require local or state mandated training (e.g., Designated Account Managers using METRC undergo the required training prior to engaging in the regulated activity). 2.4 Commitment To Social Policy One of the most significant ways TAT will benefit the City of Fresno is by providing local employment opportunities. Social distancing associated with COVID-19 has placed a heavy strain on small businesses and many individuals have become unemployed or will suffer a loss of employment in the coming months. As our economy rebuilds, TAT will create full-time careers for local Fresno residents with opportunities for advancement. We aim to hire 100% of our workforce from within the City. We are extremely impressed with the City’s Social Policy guide for cannabis employers, codified in FMC § 9-3316(b). Fresno’s Social Policy aligns perfectly with TAT’s own policies of tailoring hiring efforts directly toward members of the local community most in need. TAT aligns our hiring practices with those mandated by the Department of Fair Housing and Employment (DFEH) and the Equal Employment Opportunity Commission (EEOC). We recruit, hire and promote with EEOC principles in mind by implementing practices designed to widen and diversify our pool of potential team members. TAT will endeavor to recruit 100% team members who are local residents and who fall into one of the following categories (“Priority Applicants”) per FMC § 9-3316(b)(1): • Annual family income below 80% AMI; • Convicted for a cannabis related crime that could have been prosecuted as a misdemeanor or citation under current State law; • Lived in a low to moderate income census tract in the city for a minimum of three (3) years; • Veteran; • Former foster home youth who was in foster care as a minor; • Unemployed; or • Receiving public assistance. We understand the difference between making a promise and executing a successful plan. We are confident we will execute our plan of staffing the majority of our positions with Priority Applicants, because we already provide job opportunities to similarly situated individuals in our existing stores. In our West Hollywood, Los Angeles and Long Beach locations, we routinely draw our talent from local residents who are under-represented in the general working population, receiving public assistance, residing in low income areas, have been negatively impacted by prior cannabis laws, and/or are unemployed. Our diverse mix of team members from numerous ethnicities, races, genders, and sexual orientations spans across all levels of employment from budtenders to senior management staff. We are extremely proud of our long track record of employing a diverse workforce of local residents and will continue this practice in Fresno. FEOC Partnership Plan ––––– To most effectively reach Priority Applicants, TAT has partnered with the Fresno Economic Opportunities Commission (FEOC). We are not only honored, but fortunate to have Elizabeth Jonasson Rosas, FEOC Strategy and Communications Officer, as a member of our Advisory Team. For over five decades, FEOC has provided education and job placement services to Fresno residents to reduce poverty, increase self sufficiency, and strengthen the community. For the past several months, we have been working 19 SECTION 2 with Elizabeth, Patrick and other members of the FEOC to develop a plan that not only meets, but exceeds the Social Policy goals laid out in FMC § 9-3316(b)(1). TAT will implement the following recruitment plan: • TAT will provide a grant to FEOC sufficient to fund recruitment efforts, based on a budget provided to TAT by FEOC. • TAT will provide the FEOC with a list of employment opportunities, including detailed job descriptions. • Utilizing funds from the TAT grant, FEOC will develop marketing materials to notify local residents from the categories above of potential employment opportunities at TAT. • In partnership with FEOC, TAT will host our “Teach and Train” program, consisting of pre- application workshops and job fairs. During each workshop, we will present information about our company, provide education on the cannabis industry as a whole, and describe all available positions. To get a jump start on this process, TAT has volunteered to fund and host an informational employment webinar with FEOC in early 2021, as a means to introduce cannabis employment to the community. • In a separate webinar, TAT will provide in- depth instructions on how to fill out our application and identify any additional information necessary to seek employment in the cannabis industry. We will provide contact information for a TAT team member, should applicants have any additional questions or require additional assistance with the process. • TAT will conduct timely interviews and provide feedback to all applicants even if they are not selected for an immediate position. • As staffing needs change constantly, TAT will maintain a list of interested candidates to contact first should an opening occur. • Following our initial hiring process, TAT will offer quarterly programming with FEOC to ensure that newly interested candidates are given the opportunity to learn about TAT and be placed on our interested candidates list. We realize that the wider we cast our net, the more we will reach talented candidates and Priority Applicants. In addition to FEOC, we will implement similar recruitment efforts with the following organizations: • Ar thur Moss at Fresno Regional WDB Workforce Connection; • Owens Valley Career Development Center; • Fresno Chamber of Commerce • Fresno County Women’s Chamber of Commerce; • Lincoln Training Center; • Fresno City College Career Center; • California State University Fresno Career Center. TAT also anticipates we will receive a significant number of job applications from interested local residents via our website and from customers who visit our storefront, as this occurs daily at our West Hollywood location. Additionally, we anticipate referrals from our local owners, Larry Artenian and Cliff Tutelian, and our Advisory Team members. Welcoming Interview Process We recognize that many individuals feel nervous and insecure during job interviews, especially those from marginalized groups. TAT promotes an open-door hiring policy through a casual, non-threatening application process to help Priority Applicants succeed. We offer an inclusive, relaxed interview process. We encourage applicants to dress casually and will not require formal resumés or cover letters. Our interviewers treat all applicants equally and are sensitive to the difficulties certain individuals encounter in the job application process. We seek a diverse team of employees from all backgrounds and do not require previous experience for our Front Desk, Guide and Delivery Driver positions as our Employee Training program is extremely thorough. 20 SECTION 2 2.5 Local Management TAT is a proud, locally owned and managed enterprise. The majority of TAT is owned by Larry Artenian (31%) and Clifford Tutelian (20%), lifelong Fresno residents. Larry and Cliff both own Fresno based businesses: the law firm of Jones, Kopfman & Artenian and Tutelian & Co., respectively. Larry and Cliff will draw on their deep ties to the City to help TAT identify qualified local team members. TAT’s priority, when integrating into a new community, is to create employment opportunities for local residents. Rather than relocating an existing manager from another of our locations, we will create well paying management positions for Fresno residents. We will hire our General Manager and Floor Manager directly from the local community, and we specifically will hire residents who have lived in the City for more than a year before hire through the recruitment methods discussed above. We will provide exemplary employee training and mentorship from our seasoned TAT managers, as described in Section 2.3, so that our Fresno management team is fully prepared to operate a cannabis business. Employee Growth Chart ––––– 28 General Manager Floor Manager Guide / Delivery Fulfillment Front Desk Security Guard 16 26 14 24 12 22 10 4 20 8 2 18 6 0 2021 2022 2023 2024 2025 2.6 Number of Employees and Job Descriptions Number of Employees ––––– In our first full year of operations (2022), TAT will employ over 46 individuals from the Fresno community in the following positions: • General Manager: 1; • Floor Manager: 2; • Guides & Delivery Drivers: 20; • Fulfillment Associates: 14; • Front Desk Associates: 3; • Security Guards: 6. In addition to local employees, TAT has a robust Executive Team, which will operate TAT’s Fresno location and includes the following individuals: • Community Affairs Director (Courtney Caron), • Chief Financial Officer (Avi Kahan), • Chief Operating Officer (Aviv Halimi), • Chief Compliance Officer (Lauren Fontein), • Chief Strategic Officer (Mitch Kahan), • VP of Business Development (Tommy Quicksilver), • VP of Operations (Kenny Perez), and • Purchasing Manager (Sean Pollack). 21 SECTION 2 Job Descriptions ––––– General Manager Job Summary: TAT’s General Manager (GM) cultivates the customer experience by fostering a culture of respect, diversity, and creativity. Drawing on past management experience, the GM is responsible for overseeing all other employees and hiring new team members. The GM schedules employee shifts and spearheads new employee training. The GM works closely with our Purchasing Manager and Executive Team on product procurement, promotions and marketing efforts. Additionally, the GM ensures all operations are compliant with local and state laws and regulations and implements sales strategies and operational systems to increase efficiency and revenue. Responsibilities include, but are not limited to: • Launch retail store, including recruiting and onboarding staff; • Oversee daily operations, employees, and scheduling; • Build rapport with customers and foster approachable & welcoming store environment; • Utilize previous experience to motivate staff and achieve sales goals; • Oversee Purchasing Manager to source cannabis products and maintain inventories; • Analyze sales data and consumer trends to tailor product offerings, pricing and promotions; • Work with Executive Team to implement sales strategies and operational systems; • Manage POS and track-and-trace systems; • Manage payroll system; • Coordinate in store events and community outreach programs with Community Director; • Manage in store security systems and security personnel; • Coordinate promotions and marketing efforts with ownership and marketing teams; • Initiate, coordinate, and enforce operational and personnel policies and procedures; • Review cash drop logs and transfer cash from drop safe to Main Vault; • Coordinate and oversee armored car pickups; • Maintain compliance with local and state cannabis regulations; and • Develop training programs and conduct employee training. Qualifications • Experience/Knowledge: 5+ years of retail, restaurant, or other hospitality management experience overseeing employees. Previous business launch experience preferred. • Skills/Abilities/Other Requirements: –Must be 21 or older; –English speaking or bilingual; –Able to operate a cash register; –Able to compute basic mathematical calculations; and –Able to prioritize, organize and make good judgments. 22 SECTION 2 Floor Manager Job Summary: TAT Floor Managers report directly to the General Manager. They supervise all Guides, Front Desk, and Security employees during business hours and follow strict inventory and security protocols to open or close the store each day. They perform several back of house duties, including inventory control, METRC reconciliation, vendor deliveries, and cash management. Responsibilities include, but are not limited to: • Accept incoming deliveries and log incoming inventory into METRC and POS; • Interact with customers to address questions or concerns; • Manage VIP loyalty rewards program and liaise with VIP guests; • Mentor new employees and provide education on TAT policies and products; • Coordinate art installations with art curator; • Create social media content in collaboration with marketing department; • Train team on in store promotions; • Maintain product inventory in secured storage areas and perform inventory audits; • Track efficacy of promotions through sales reports and customer feedback; and • Coordinate in store events (e.g., seminars, wellness events, charity drives, and art classes) Qualifications • Experience/Knowledge: 2+ years of retail, restaurant, or other hospitality experience. Previous cannabis experience preferred. • Skills/Abilities/Other Requirements: –Must be 21 or older; –English speaking or bilingual; –Able to operate a cash register; –Able to compute basic mathematical calculations; and –Able to prioritize, organize and make good judgments. GUIDE - TAT WEHO 23 SECTION 2 Front Desk Job Summary: Front Desk associates are The Artist Tree brand ambassadors, welcoming each guest into our location. They process all incoming customers by verifying age and medical status before granting entry into our retail area. They also answer telephones and manage the waiting area. Responsibilities include, but are not limited to: • Warmly welcome customers as they enter the store; • Verify customer IDs with ID scanner; • Verify medical documentation with County Health Department or referring physician; • Create customer profiles in POS; • Grant access to retail area through buzz-in system after all customer documentation has been verified; • Verify identity of any visitors or vendors and issue TAT visitor badges; • Provide information on in store artwork and events; • Assist customers with educational touch screen consoles; • Work with security guard to manage customer flow in Lobby area; and • Answer telephone and address customer questions. Qualifications • Experience/Knowledge: Retail, office, or other hospitality experience preferred but not required. • Skills/Abilities/Other Requirements: –Must be 21 or older; –English speaking or bilingual; –Able to operate computer check in system; and –Able to politely and professionally communicate with guests FRONT DESK ASSOCIATE 24 SECTION 2 Guide Job Summary: Our budtenders are dubbed “Guides,” because they skillfully navigate customers through the shopping experience, providing expert guidance on products and cannabis use. Guides are responsible for curating the guest experience at the The Artist Tree to promote creativity, inclusivity, and cannabis exploration. They thoughtfully and professionally guide customers through the product selection process. Guides serve as both sales floor associates and cashiers. Responsibilities include, but are not limited to: • Cheerfully guide guests through the shopping selection process; • Assess each customer’s level of cannabis experience, listen to product requests, and identify products to suit the customer’s unique needs. • Help cultivate repeat customer base through customer recognition, loyalty program, and data retention; • Possess extensive knowledge of products and cannabis (after completing TAT’s training program); • Effectively communicate the safe use of our products; • Enter orders into the Blaze POS through a handheld tablet and transmit orders to fulfillment; • Maintain a clean and organized store; • Perform other duties as assigned, requested or deemed necessary by management; • Assist customers with self service ordering kiosks; • Educate guests on artists and artwork exhibits; • Retrieve each order from the fulfillment area and verify that all items in the shopping bag match the items the customer ordered; • Ring up purchases and process payment via cash or debit card; and • Adhere to safety and security protocols. Qualifications: • Experience/Knowledge: Previous one (1) year experience in retail, hospitality or regulated cannabis business preferred but not required. Basic knowledge of state and local compliance laws preferred. • Skills/Abilities/Other Requirements: –Must be 21 or older; –English speaking or bilingual; –Able to operate a cash register; –Able to compute basic mathematical calculations; and –Able to prioritize, organize and make good judgments. • Physical Requirements: Standing and walking for long periods of time. Repetitive bending, stooping, reaching, twisting, lifting and carrying. Reaching above, at and below shoulder level. Lifting and carrying unassisted up to 30 lbs. of bulk goods. Exposure to cleaning agents. 25 SECTION 2 Fulfillment: Job Summary: Fulfillment associates are an essential part of The Artist Tree team. They ensure a positive guest experience by fulfilling customer orders, restocking product, keeping inventory rotated and organized, and assisting in inventory control. They strictly adhere to company procedures and cannabis regulations to accurately track inventory through Blaze and METRC. Responsibilities include, but are not limited to: • Fulfill in-store customers orders promptly as received with 100% accuracy; • Receive and package online orders for delivery and pickup; • Verify that all applicable discounts have been applied to orders; • Maintain and operate Artist Tree technology platforms (Blaze POS, Seed, IheartJane online menu, Weedmaps, etc.); • Ensure proper product storage and handling with proper product rotation in accordance with FIFO (first in, first out); • Restock products in the fulfillment area to maintain adequate inventory; • Maintain a clean and organized work environment; • Advise on upcoming “best by” or expiration dates for incoming inventory; • Assist in completion of opening and closing duties; • Assist in inventory audits; • Enforce legal limits on daily sales of cannabis products; • Answer phone calls and provide ordering assistance; • Coordinate curbside pickup and outgoing delivery orders; • Audit digital content catalog for POS system and online menu. Qualifications: • Experience/Education: Previous one (1) or more years experience as budtender or inventory specialist preferred. Basic knowledge of state and local compliance laws preferred. • Skills/Abilities/Other Requirements: –Must be 21 or older; –English speaking or bilingual; –Ability to compute basic mathematical calculations; –Attention to detail; –Ability to prioritize, organize and make good judgments; and –Dependable. • Physical Requirements: Standing and walking for long periods of time. Repetitive bending, stooping, reaching, twisting, lifting and carrying. Reaching above, at and below shoulder level. Lifting and carrying unassisted up to 30 lbs. of bulk goods. Exposure to cleaning agents. 26 SECTION 2 Delivery Driver Job Summary: Delivery Drivers efficiently navigate and deliver orders throughout the City of Fresno while providing personable service to our delivery customers. They politely and professionally communicate with in-store staff to process orders and with customers to coordinate delivery details. Responsibilities of the job include, but are not limited to: • Retrieve delivery orders from our facility and verify accuracy of outgoing orders; • Safely operate TAT owned delivery vehicle in accordance with traffic laws; • Operate TAT navigation system (OnFleet or other) while delivering to accurately track location in real time; • Securely maintain and account for all inventory and payments while conducting deliveries; • Deliver products to customers and collect payment via cash and debit card; • Return unordered products and payment to TAT’s store; • Track each step of the delivery process on our Blaze delivery POS; • Carry cannabis licenses, drivers license and insurance documents at all times; • Communicate with in-store team regarding updates to delivery orders; • Communicate with customers regarding delivery status; and • Assist with in-store opening and closing procedures. Qualifications: • Experience/Education: Previous one (1) or more years experience as a delivery driver preferred but not required. Basic knowledge of traffic laws and state and local cannabis compliance laws preferred. • Skills/Abilities/Other Requirements: –Must be 21 or older; –Clean driving record; –Valid driver’s license; –English speaking or bilingual; –Ability to compute basic mathematical calculations; –Attention to detail; –Ability to prioritize, organize and make good judgments; and –Dependable. • Physical Requirements: Sitting for long periods of time. Repetitive bending, stooping, reaching, twisting, lifting and carrying. Reaching above, at and below shoulder level. Lifting and carrying unassisted up to 30 lbs. of bulk goods. Exposure to cleaning agents. Security Personnel A Security Guard will be present on TAT’s property 24 hours a day to ensure customer and employee safety and deter potential criminal activity. Security Guards will rotate between TAT’s entrance, retail showroom, and delivery fulfillment area. They will also patrol the parking area and street immediately adjacent to the store. A detailed description of their responsibilities and duties are detailed in Section 5: Security Plan. 27 SECTION 2 Executive Team TAT’s executive team will support the local Fresno staff by handling many operational functions at the corporate level. The executive team has honed its skills in cannabis operations through decades in the California cannabis industry. The team is composed of TAT owners, Mitch Kahan, Avi Kahan, and Lauren Fontein (as described in Section 1) along with 5 additional team members. • Purchasing Manager (Sean Pollack - 5 years experience in cannabis purchasing): Sean (1) monitors inventory levels; (2) vets and onboards new vendors; (3) places purchase orders; (4) communicates with brands regarding new products and promotions; and (5) processes returns for defective products and recalls. • VP of Business Development (Tommy Quicksilver - 10 years experience in cannabis sales, marketing, and brand relations): Tommy (1) manages brand partnerships; (2) creates programming for in store events; (3) develops creative content; and (4) manages social media accounts and influencer marketing. • VP of Operations (Kenny Perez - 12 years experience operating and managing employees at hospitality businesses). Kenny will train TAT’s GM in person both at our flagship West Hollywood store and in Fresno to adequately prepare the GM for managing the Fresno location. On an ongoing basis, Kenny (1) works directly with the in store GM, including several days a month at TAT Fresno, to oversee operations; (2) ensures consistency in operational policies across all TAT locations; (3) establishes employee policies; (4) tracks sales transactions and customer trends; and (5) ensures proper cash management across locations. • Chief Strategic Officer (Mitch Kahan): Mitch (1) oversees the store buildout, managing architects, consultants, and contractors; (2) hires, trains, and oversees the Regional Manager, Purchasing Manager, and VP of Business Development; and (3) devises customer acquisition and retention programs. • Chief Compliance Officer/ Marketing Director (Lauren Fontein): Lauren (1) develops tailored standard operating procedures; (2) prepares annual license applications; (3) works with the city and state regulatory agencies to obtain necessary business and building permits; (4) develops and implements marketing strategies; and (5) works with Community Affairs Director, Courtney Caron, to plan community events and in store donation drives. • Chief Financial Officer (Avi Kahan): Avi (1) works directly with store management to ensure accurate track-and-trace and tax reporting; (2) monitors and ensures continued compliance with all cannabis operating requirements; (3) designs and implements security systems; (4) handles bookkeeping; and (5) tracks and reports taxes to the city and state. • Chief Operating Officer (Aviv Halimi - 9 years experience in operations and finance): Aviv (1) develops budgets, short and long term plans, strategies, and goals; (2) works with the GM and Regional Manager to ensure that the store runs smoothly and is meeting sales and customer acquisition goals; (3) tracks revenue and profits and assesses company performance; (4) works with the other members of the executive team to create, implement, and adapt company policies and procedures to continually increase efficiency and revenue. • Community Affairs Director (Courtney Caron): Courtney (1) identifies community partners most in need; (2) designs and implements giving campaigns; (3) implements the Public Relations Plan, Community Benefits Plan, Expungement Clinic, and oversees compliance with the Fresno Social Policy; (4) interacts with local community members, neighborhood councils, non-profits, art related organizations, Fresno Unified, and other stakeholders. 28 SECTION 2 2.7 Union Affiliation At this point in time, our proposed Fresno location has no employees and therefore we have not yet entered into a Labor Peace Agreement (LPA). However, TAT supports employees’ rights to unionize and is fully prepared to sign a labor peace agreement once we become operational pursuant to FMC § 9-3316(b)(2). With respect to our existing locations, TAT has negotiated labor peace agreements with the Teamsters Local 630 and the UFCW Local 5 in the Los Angeles and El Sobrante areas. In Fresno, TAT will work with the Teamsters Local 431 to craft an LPA and ultimately a collective bargaining agreement. 2.8 Workforce Plan TAT’s workforce plan is designed to positively benefit the City of Fresno by providing quality careers to its residents. Our entry level positions pay significantly above minimum wage, and we offer management positions with competitive salaries and benefits. As a growing company, we will offer a multitude of opportunities for continuing education and advancement as described below. 2.8.1 100% Local Hires Because we are a locally owned business, we are committed to hiring 100% locally. We will not relocate employees from outside of Fresno for positions at our Fresno store. Instead, we will work with Fresno-based employment services like Fresno Regional WDB Workforce Connection, Owens Valley Career Development Center, Fresno Chamber of Commerce, Fresno County Women’s Chamber of Commerce, Lincoln Training Center, Fresno City College Career Center, and California State University Fresno Career Center to recruit talented Fresno residents. As mentioned above, we have developed a multi-step recruitment plan in partnership with the FEOC to identify Fresno residents who fall into one of the categories supported by the Social Policy. Through our Teach- and-Train program, we will proactively: • Publicize job opportunities through a variety of means; • Provide information and educational resources for individuals interested in employment at TAT; and • Provide assistance in completing TAT job applications. We will rely on valuable input from our Advisory Team and Community Coalition to identify additional qualified Fresno residents for positions. We will also accept job applications via our website and may utilize traditional job posting sites, such as Indeed, to post job openings. For applicants we identify through these channels, we will give priority to individuals who have resided in Fresno for a year or more (to the extent permissible by law). Based on our recruitment strategies and hiring practices, we are confident that 100% of our team members will reside in Fresno County, with the vast majority residing in the City of Fresno. TAT WEHO INVENTORY MANAGER, TAYLOR BLACK 29 SECTION 2 2.8.2 Continuing Education TAT empowers its employees to advance within the company and beyond. When hiring new management staff, we promote from within whenever possible rather than hiring outside individuals. We promote employee growth through continuing education both at TAT and offsite. At TAT, our senior management and Executive Team members mentor junior level staff, teaching them the skills they need for upper level positions at the company. Our goal is to provide long term cannabis careers and promote employee wellbeing. For example, upon opening TAT WeHo in November 2019, we hired 2 individuals, Taylor Black and Stephanie Briones, as budtenders. After a few months at TAT WeHo, both showed promise for more advanced roles within the company. VP of Operations, Kenny Perez, worked extensively with both team members to provide training on inventory management systems and employee management. Stephanie and Taylor were subsequently promoted to Floor Manager (aka Manager on Duty) and Inventory Manager, respectively, with substantial raises from their starting salaries. Similarly, TAT WeHo employees Sean Pollack and Jose Morales started as TAT budtenders and have subsequently been promoted to Purchasing Manager and Floor Manager, respectively. Kenny and the rest of TAT’s Executive Team continue to hone the leadership skills of Stephanie, Taylor, Sean, and Jose with the goal of promoting them to General Managers of other TAT stores in the LA area. Similarly, at TAT LA, the current GM, Sumaiya Islam started as a budtender in 2015. TAT LA’s ownership team worked closely with Sumaiya to educate her on purchasing, inventory management and staffing, and she became the store’s GM in fall of 2019. TAT LOS ANGELES GM SUMAIYA ISLAM TAT will provide similar apprenticeship opportunities in Fresno, training employees not only for their current positions, but also for advanced positions within the company. In addition to our internal apprenticeship practices, our Executive Team will utilize The Academy for Leadership & Training’s customizable leadership training program and ERC’s Conflict Resolution, Supervisory Skills, and Leadership Development programs to educate team members during paid work hours. We will also provide a credit of up to $1,200 annually ($100 per month) for any verifiable offsite educational program of an employee’s choosing, including formal degree programs, professional accreditation programs, performing arts classes. We also promote career advancement by covering 100% of the cost of specific education programs related to (1) cannabis industry topics; (2) specific job duties at TAT (e.g., inventory management, bookkeeping, customer relations, and employee management); (3) legal compliance; (4) wellness and stress management; and (5) entrepreneurship. 30 SECTION 2 2.8.3 Living Wage To attract the best possible candidates and promote employee wellbeing, TAT offers competitive wages that far exceed minimum and living wages. Our starting hourly wage of per hour exceeds Fresno’s minimum wage ( per hour) by an hour. TAT offers management salaries that far exceed both Fresno’s median household income of and the state’s minimum monthly salary requirement per year. Our Floor Manager will earn a starting salary of per year and our General Manager will earn a starting salary of at least per year. TAT will provide annual raises based on time spent with the company and job performance further increasing each employee’s earning potential. In addition, salaried employees are eligible for end of year bonuses equal to 10% of their base salaries. TAT will adjust wages and salaries yearly in line with changes to the minimum and living wages of Fresno and the state of California. 2.9 Social Equity Business Incubator The TAT team has a track record of supporting social equity cannabis business ownership. We realize the disadvantages faced by individuals from low income areas or who have been disproportionately impacted by the war on drugs, and we strive to use our resources to help level the playing field. In Los Angeles, TAT owners, Lauren, Avi and Mitch, partnered with social equity applicant Michael Saghian in 2019 to develop a retail store (TAT Koreatown) as part of Los Angeles’s social equity cannabis licensing process. In a true 50/50 partnership, Lauren, Avi, Mitch, and Michael are working side by side to construct TAT Koreatown and will operate it as a joint venture. This is in contrast to many other social equity cannabis businesses, wherein a corporate entity partners with a social equity individual merely to get a license, and the social equity individual does not truly own a substantial portion of the business. The TAT team is very excited about the possibility of partnering with a Fresno social equity candidate in the future to build out another Artist Tree location. In the meantime, we will use our store at 7835 N. Palm Ave. as a social equity incubator as follows. Creating Social Equity Owners from Within Because more than 30% of our team members will be Priority Applicants (as a member of one of the groups enumerated in FMC 9-3316(b)(1)), we anticipate that we will have many employees that will qualify as social equity applicants. As part of our goal of fostering career advancement, we will encourage our team members to consider opening and operating their own social equity cannabis businesses and will guide them on the path toward business ownership. Through our employee training, mentorship, and continuing education programs (described above), we will provide our team members with the skills necessary to operate their own licensed cannabis businesses. We will provide extensive training on purchasing, legal compliance, inventory control, METRC, cash handling, order fulfillment, and security protocols so that our employees learn all aspects of operating a cannabis business. We will also provide optional training to employees, offered during paid work hours, on the path toward cannabis business ownership and upcoming licensing opportunities. For employees who want more information, our Executive Team has an open door policy and is available to consult with team members one-on-one to help them achieve their goals. We have successfully done this in the past with a former employee, who is now an equity owner of TAT WeHo, Elmer Aguilar Cruz. Elmer is a native of Honduras who immigrated to the U.S. at age five. Elmer grew up in a financially disadvantaged, 31 SECTION 2 single parent household and started working at an early age to help his mother cover living expenses. He began his career in cannabis as a budtender at The Green Easy in 2008. He excelled at customer service and began devising ways to improve the business. In 2014, Avi and Mitch promoted Elmer to store manager at their second location, MMD. Drawing on the skills he had learned at The Green Easy, Elmer excelled at MMD and vastly increased MMD’s patient base. He understood the demographic of Canto’s patients and tailored the store’s offerings to a diverse clientele. After several years at MMD, Elmer left, with the support of Avi, Lauren and Mitch, and opened his own manufacturing business. Realizing the importance of Elmer’s perspective in their businesses along with his talent for management, Avi, Lauren and Mitch have continued to involve Elmer in their other cannabis business endeavors. When they opened TAT WeHo, they offered Elmer an ownership stake in the business. He is currently a financial interest holder in TAT WeHo’s retail store and consumption lounges and consults the team on merchandising and promotions. In Fresno, we will similarly support and empower our team members to become future social equity business owners. Funding Social Equity Businesses We realize that the number one obstacle to social equity business ownership is adequate startup capital. Because of this, we have committed 0.5% of our annual gross revenue, totaling cumulatively by 2025, toward the City’s Community Reinvestment Fund to provide grant funding for social equity applicants. Providing Legal Services to Social Equity Applicants TAT’s team includes three attorneys who are ready and willing to assist social equity applicants in obtaining licensing. On a pro bono basis, Lauren has obtained cultivation, manufacturing and distribution licenses for social equity applicants in Los Angeles under the city’s Phase 2 licensing round. TAT counsel, Courtney Caron, has also represented multiple social equity clients in obtaining licensing throughout California on a pro bono basis. Lauren and Courtney will provide licensing services at no cost to interested social equity applicants who are employees of TAT. They will also provide free consultations and licensing workshops to social equity applicants who are not employed at TAT to help them begin the licensing process. Shelf Space for Social Equity Products TAT sources products from local producers to promote local brands. TAT will reserve shelf space in each of its product categories (flower, vapes, concentrates, edibles, and topicals) for producers who are local social equity businesses. When vetting all new products, TAT will ask for background information on potential suppliers to determine if they are locally owned and/or social equity businesses. TAT will strive to carry at least 2 products in each product category from local social equity business. We will proactively reach out to all businesses identified by the City as social equity cultivators, distributors, and manufacturers to inquire about their products. We will also collaborate with a local social equity cultivator to create a Fresno specific line of flower under our in-house Canvas brand. CANVAS BRAND FLOWER Proprietary & Confidential Information of TAT Fresno, LLC and Adamant Law Group, PC. Not For Publication. Section 3––––– Neighborhood Compatibility 1 SECTION 3 We have carefully selected Fresno as the newest Artist Tree location, because the City’s thriving art community merges perfectly with our company mission of advancing the arts, and because its residents lack safe access to legal cannabis. Our Neighborhood Compatibility Plan is modeled after successful community integration in our other locations. We look forward to collaborating with nearby residents, businesses and community organizations, and we will adapt our business to best serve their needs. TAT has developed the following plan to introduce ourselves to the community, address and alleviate any concerns, avoid becoming a nuisance and mitigate odor. Integration into the Community Through our prior experience opening cannabis businesses, we have learned that neighborhood compatibility is more than maintaining a clean storefront or fielding neighborhood concerns. Compatibility begins with thoughtfully designing our building so that it seamlessly integrates into the surrounding neighborhood. It includes frequent opportunities for community members to contribute their thoughts and ideas. Most importantly, compatibility involves giving back to the community in innovative and lasting ways. TAT was founded with the mission of enhancing local arts through cannabis. TAT will integrate with our surroundings by promoting the local artist community. TAT’s store will showcase local artwork, and TAT will facilitate the sale thereof, with 100% of the money collected going to the artists. TAT will also encourage our customers to visit other local businesses (both art inspired and otherwise) by offering a discount to customers who show a ticket stub or receipt from a local performing arts venue, museum, gallery, or restaurant. EXTERIOR DESIGN CONCEPT - THE ARTIST TREE, FRESNO 2 SECTION 3 We’re The Artist Tree, Nice To Meet You! ––––– The first step in our Neighborhood Plan is getting to know our neighbors. TAT will be located at 7835 N. Palm Ave. and will be surrounded by a diverse assortment of local businesses. In crafting our community benefits programs and store policies, we look forward to working with the following businesses, which are located within a 500 foot radius of our store. 7835 N. PALM AVE. Neighboring Businesses Eateries / Markets Eureka! - 7775 N. Palm Ave. #101 Kikku Kitchen - 7785 N. Palm Ave. #101 Popolo’s Pizza - 7835 N. Palm Ave. #106 Subway - 585 W. Nees Ave. Suite 101 Maria’s Mexican Grill - 525 W. Nees Ave. The Meat Market - 454 W. Alluvial Ave. The Palms - 7550 N. Palm Ave. #101 The Tasting Room - 77756 N. Palm Ave. #105 Wahoo’s Fish Tacos - 7835 N. Palm Ave. #101 Personal Care La Peau Spa - 7845 N. Palm Ave. #105 Palm Nail Salon and Spa - 7785 N. Palm Ave. Retail Vanity - 7845 N. Palm Ave. Other Pet Medical Center & Spa - 621 W. Fallbrook Ave. PrideStaff - 585 W. Nees Ave. Suite 101 3 SECTION 3 3.1 Addressing Community Concerns We understand that the City of Fresno and many of its residents are apprehensive about cannabis businesses entering their City. As responsible operators and community partners, we will carefully consider our neighbors’ concerns regarding noise, light, odor, litter, vehicles, pedestrian traffic, security and other issues, and will continually adapt our business model to best address those concerns. Community Relations Contact ––––– The first action we will take as part of our Fresno community integration is to appoint a community relations contact pursuant to FMC 9-3309(m)(1). We will designate local owner, Larry Artenian, as our Community Relations Contact until we hire our first employee, the General Manager. Larry will be available to address all community, City, and/or State concerns prior to opening. Just prior to opening, we will designate our GM as our community relations contact because he/she will be most knowledgeable about store operations and able to quickly address any concerns. We will set up a dedicated email address and phone number for community concerns, questions, and complaints. The name and contact information of our Community Relations Contact will be prominently posted on the exterior of our building and on our website and mailed to all businesses and residents within 1000 ft so that neighbors can easily contact us. Community Relations Plan ––––– We have found that successfully launching in a new city requires strong partnerships with city officials, law enforcement, local organizations and community members. Sometimes community members do not have a specific complaint to lodge, but rather just seek opportunities to communicate with us, or to be involved in implementing our Community Benefits and Investments Plan (see Section 7). To ensure that all stakeholders have the opportunity to be heard, and that we have adequate channels to market our Community Benefits and Investments Plan we have crafted the following Community Relations Plan. We have already begun implementing our Community Relations Plan, through outreach to numerous members of the Fresno community, because our successful integration into the Fresno community began even before we planned to apply for a cannabis license in the City. ART BY THE ART OF CHASE AT TAT WEHO Pre-Licensing Outreach ––––– City Council Outreach: We aspire to work closely with the City Council members in each city where we locate. We seek opportunities to support Council members in their efforts to foster growth and the wellbeing of the City. In late summer and early fall, we had the opportunity to speak with Council Members Bredefeld, Arias, Karbassi, and Chavez. We also shared our business plans and sought input from Council members Esparza, Soria and Caprioglio, though they were unable to meet with us. While each Council member had unique and individual thoughts regarding cannabis coming to Fresno, one common concern was shared unanimously. Each was adamant that safety, security and compliance be the main priority of all incoming 4 SECTION 3 businesses. As you will see in Section 4 and 5, we did not take these conversations lightly, and we are confident that our past experience operating 100% compliant cannabis retail stores will exceed the expectations of the City Council. Planning Department Partnership: The Artist Tree is known for fast tracking the land use permitting process in each of our locations. To make the permitting process as quick and seamless as possible, we develop working relationships with local Planning Departments. In early September, we spent some time discussing our project and the CUP process with Dan Zack, Deputy Director of Planning. During this meeting, Dan went through the CUP process, and provided us with an understanding of what the City will need in order to process our CUP. We have already begun preparing our building plans. We will submit them to the City immediately upon filing this application, so that we can quickly open in Fresno, should we be given the opportunity to do so. We aim to open as quickly as possible, because the sooner we open, the sooner we can provide the City with tax revenue. FRESNO PD Partnering with Local Law Enforcement: In early October, we had the opportunity to meet with Deputy Chief Salazar of the Fresno Police Department. During our meeting, we asked the Deputy Chief to share his concerns with legalized recreational cannabis coming to Fresno. Like the City Council Members, Deputy Chief Salazar expressed concerns about the importance of operating compliant cannabis businesses with adequate security. We explained our comprehensive security protocols and our track record of operating stores with zero nuisance complaints or criminal activity. Because the Police Department is overburdened with gang and illegal drug activity, incoming cannabis businesses need to be part of the solution and not the problem. We are deeply committed to working with the Department and helping to create a program to reduce the sales of black or grey market cannabis goods. School District Outreach: Nearly all of TAT’s owners are parents of school-aged children, and we understand first hand the concerns related to youth and cannabis use. To better understand the issues facing youth in Fresno and the fears of parents and residents, we reached out to the Fresno Unified School District Board of Trustees and spoke with Board Member Elizabeth Jonasson Rosas. Elizabeth shared with us several concerns and allowed us to share with her our Youth Education and Prevention Plan. In addition, Elizabeth provided us with a list of giving opportunities that would greatly impact the youth of Fresno, some of which we have already tackled! Elizabeth also introduced us to a local principal, Matt Ward of Sequoia Middle School. Matt shared the perspectives and concerns of several principals district-wide. Specifically, he requested that we ensure we do not offer any branded paraphernalia (clothing, bags, non-cannabis branded products) to youth, as they have had issues with students wearing the clothing of a popular cannabis brand on campus. This trend has led to a ban of this particular brand on campus. As a matter of principle, TAT does not market to youth, period. You will not find our branded clothing in any retail location other than our retail stores, where age is strictly monitored. In addition, Matt provided us with a wish list for Sequoia Middle School’s dance program, which we were able to fulfill in line with our commitment to the advancement of the arts. (For more information on this contribution and our Youth Education and Use Prevention Plan, please see Section 7.) 5 SECTION 3 Local Art Outreach: We have also forged a connection with The Fresno Arts Council to advance the arts in Fresno. In late October we met with Laura Ward, a member of the Board of Directors for the Fresno Arts Council. Laura explained the Council’s use of grant funds to support local art during the pandemic and discussed potential opportunities for partnering in the future. In early November, we met with Executive Director, Lilia Gonzales. Lilia discussed the mission of the Council, and shared the many ways the Council supports artists within the City. Lilia also provided us with information on several sponsorship and donation opportunities that would benefit the community. We will further discuss this partnership in Section 7. We are delighted to have the opportunity to partner with the Fresno Arts Council as we move forward in this process. Early Community Meeting: Upon receiving notice that TAT has been selected to advance to Phase III, we will host a community meeting for all of our interested neighbors. While we prefer an in-person meeting, due to COVID-19, we will host a virtual community meeting. TAT will send a postcard to every commercial and residential neighbor within a 500 foot radius of our proposed location and invite them to attend our community meeting to learn more about The Artist Tree and to voice any early concerns. Job Placement Services: TAT works diligently to offer employment opportunities to qualified local residents. In order to locate residents most in need and to support the Social Policy implemented by the City (per FMC § 9-3316(b)2)), we met with Patrick Turner of the Fresno Economic Opportunities Commission (“FEOC”). During our meeting, we discussed the potential of partnering with FEOC to offer cannabis job placement services and training for local residents. TAT is committed to funding a grant for this purpose to ensure that we reach our goal of hiring 100% local residents with at least 1/3 of our new employees from those who fall in the categories listed in the Social Policy. (Please see Section 2 for more information on our proposed partnership.) ART BY JOHNNY CUBERT WHITE IN TAT WEHO Post Licensing Outreach ––––– Announcing our Arrival: Upon receiving licensing from the city of Fresno, TAT will send a welcome letter to all businesses and residents within a 1000 foot radius, describing our business, seeking artist submissions, and providing contact information for our Community Relations Contact. We will encourage community members to contact us with questions or concerns. In the past, we have received favorable responses to these letters, and the most frequent responses are inquiries about employment opportunities. • A member of TAT’s management team will personally respond to any messages we receive and provide details on our operations to assuage concerns. For example, in the case of noise concerns, we will explain our onsite security monitoring and our prohibitions against loitering or queuing outside our building. Door-to-Door Canvassing: In advance of our store opening, TAT’s GM will personally introduce him/herself to businesses surrounding our store, answer questions, and address any outstanding concerns. The GM will also set up individual tours of our business for interested individuals and provide information on TAT’s plan to positively impact the community. 6 SECTION 3 Meeting with Community Groups: TAT owners and GM will meet with representatives from community groups we have not already met with during our pre-licensing outreach, including representatives from the Central California Food Bank, the Alliance of California Traditional Arts, and the Fresno Art Museum, to answer questions and craft programs that benefit local residents. We will also meet with Nathan Ahle, the CEO of the Fresno Chamber of Commerce, and members of the Chamber to discuss partnership opportunities with other local businesses. Open House: Shortly before our grand opening, TAT will host an open house to provide business owners and residents an opportunity to visit our store, ask questions, discuss concerns (e.g., parking, noise, or odor), discuss our security plan, and learn about TAT programs that will benefit the community (as detailed in Section 7). TAT will publicize the open house through the aforementioned welcome letter and the Chamber of Commerce. Open Door Policy: TAT will maintain an open- door policy. We will encourage neighbors who feel negatively affected by our operations to reach out directly to our GM to discuss all concerns. Neighbor Discount: To welcome our business neighbors, TAT will provide a Local Neighbor Discount Card to all employees of neighboring businesses, which will give them a permanent 10% discount on all products at TAT. * Discount cannot be combined with any other offers. Must be 21 with valid ID or 18 with valid ID and medical documentation. License # C10-0000643-LIC. Claim your extra special reward from 10% OFF All Purchases (all the time!) We’re neighbors! Stop by and say high. Show this card on your first visit to redeem. for being a friend. 3.2 Nuisance Abatement Operating As a Good Neighbor ––––– TAT’s owners are skilled at operating neighborhood friendly businesses without causing a nuisance. Our existing locations have never received a complaint for negatively impacting the neighborhood because of noise, odor, lighting, traffic, or any other issue. We minimize the possibility of a nuisance through robust security, building relationships with local law enforcement, responsible business operations, and an industry-leading odor control system. At TAT’s Fresno location, we will enforce the following policies to abate nuisances: • 24-Hour Onsite Security: 365 days a year, 24-hours a day, TAT will monitor our storefront through in-person monitoring and surveillance to avoid potential nuisance issues. During operational hours, store management will monitor the inside and outside of the facility through security cameras, while security guards will physically monitor the interior and perimeter. Outside of operating hours, a security guard will be present onsite to patrol all areas within and immediately surrounding our facility. In addition to Security Guards, we employ a multitude of security features to deter potential criminal activity as described in detail in Section 5. • Video Surveillance: 24-hours a day, TAT’s state-of-the-art surveillance system will 7 SECTION 3 capture the interior and exterior of the premises. The manager on duty and security guards will constantly monitor surveillance footage to identify potential nuisances. Additionally, TAT owners and management will visually monitor the store through remote access to the security cameras, and footage will be available immediately to the Fresno Police Department upon request. Immediately upon becoming aware of any nuisance, management will work with security personnel to rectify the situation and contact law enforcement if necessary. • Community Relations Contact: As mentioned above, TAT’s community relations contact (our GM) will be available to promptly address any complaints. Should a complaint arise due to nuisance, the GM will immediately investigate and reach out to onsite security personnel to address the situation. • Community Feedback: If the City or community members have suggestions for meaningful nuisance prevention or mitigation, TAT will respond promptly and is open to hearing and incorporating viable suggestions. • Complaint Response Procedure: TAT quickly respond to all community concerns or complaints through the following steps: –If a team member other than the Community Relations Contact/GM receives a complaint, the team member will be trained to immediately report the complaint to the GM. –The GM will reach out to the community member who made the complaint and strive to resolve the issue as quickly as possible. –If the complaint is not something that can be quickly resolved, the GM will meet with TAT’s owners to discuss how to best address the complaint. –Once a solution to the complaint has been identified, but no later than 24 hours after receiving the complaint, the GM will reach out to the concerned community member and provide information on TAT’s plans to fully rectify the concerns expressed in the complaint. ARTWORK BY NOAH EMHURT AT TAT WEHO 8 SECTION 3 Noise Control ––––– TAT is the perfect combination of an art gallery and cannabis retail store and will not operate like a noisy nightclub or a bar. We will manage the level of noise both in and around our property to provide consumers with a peaceful and relaxing shopping environment. To ensure that our noise level does not interfere with neighboring residents or businesses, TAT will implement the following protocols: • Security guards will patrol both the interior and exterior of the property 24-hours a day. Guards will take immediate action to curb any excessive noise from customers exiting the building, loitering in the parking lot, or within the premises. At no time will management or security allow individuals to loiter near or on the property. • TAT will maintain a 2:1 customer to staff ratio within the retail showroom, allowing staff to quickly and attentively assist consumers. By efficiently processing customers, TAT will limit the total number of customers in the store at any one time and, therefore, limit potential noise. • When the showroom floor has reached a 2:1 ratio, all remaining consumers will be asked to wait quietly in the Lobby. Guards will constantly monitor noise levels of waiting customers and prevent any excessive noise. TAT will not allow customers to queue outside of our facility to minimize noise. • TAT will play ambient music in the showroom to enhance the shopping experience. We will monitor the volume to ensure that the music is never audible from outside our premises. TAT will not generate any other sounds that are audible from outside the building. Lighting ––––– Inside of our facility, overhead lighting and daylight from windows will provide ample illumination. Proper lighting is necessary to showcase the art we curate and to provide a pleasant and safe environment for customers. To enhance customer safety and visibility, TAT will install exterior lighting near surveillance cameras, entrances, exits, and parking areas as needed. TAT will be located in a highly illuminated area within the Park Place shopping center and will not increase the amount of light output beyond what is already there. On the exterior of the building, recessed lighting will run along the front of the building under the awnings and will provide a safe, well lit entryway to the store. TAT’s parking lot, which is part of the Park Place shopping center lot, is illuminated by multiple free standing light poles. TAT’s lighting design is tasteful and unobtrusive, with no neon lights, garish colors, or anything that detracts from the surrounding character of the neighborhood. No lighting will be installed without the approval of the City’s Planning and Development Department. In the unlikely event that TAT receives a complaint regarding lighting, TAT will work with Planning and Development to immediately rectify the situation and develop alternate lighting plans. Litter ––––– TAT will not permit customers to open products on our premises. We will include signage, which is clearly visible to customers as they exit the Lobby, advising customers that all products must be consumed offsite and not on public property or in a motor vehicle (even when parked) in accordance with CA Health & Safety Code § 11362.3. We will eliminate any litter near our premises, regardless of whether it is related to our business. A TAT Security Guard will make hourly sweeps of the perimeter of the property, thoroughly inspect the exterior of the property and the parking lot for litter, and remove any litter found. Should we 9 SECTION 3 receive any complaints regarding litter appearing on neighboring properties, we will immediately implement a corrective action and increase the distance of our hourly patrols to include the surrounding areas. Vehicle and Pedestrian Traffic ––––– TAT’s proposed location is in the heart of the Park Place shopping center. Located next door to Wahoo’s Tacos and GB3, this highly coveted retail space was designed to accommodate both vehicular and pedestrian traffic. Unlike freestanding properties or those located in residential neighborhoods, Park Place is an insulated retail development. In front of each of the storefronts of Park Place, there is a designated walking path via a sidewalk. The sidewalk extends throughout the entire development and allows for customers to step from their vehicles onto the sidewalk before entering any of the retail establishments. As this development was designed to accommodate heavy foot traffic, we do not anticipate creating any unexpected pedestrian traffic issues. The Park Place complex is massive in size, and we expect that the majority of our customers will not travel to Park Place via walking. We, therefore, do not believe that the sidewalks outside of Park Place will be overly burdened by pedestrians seeking to visit The Artist Tree. North Palm Avenue is, at a minimum, a four lane road divided by a center divider. There are periodic left hand turn lanes throughout the avenue. When traveling North on Palm, directly before the development, there is an entrance/exit. This entrance/exit is only accessible to those traveling South on North Palm Avenue because of the center divide. A second entrance/exit is located halfway down the development, also only accessible to Southbound traffic. Vehicles traveling North can enter the main entrance of Park Place by turning left onto West Nees. Vehicles can also make a U-turn at Nees and enter into one of the two entrances located along the Southbound lanes of North Palm Avenue. Vehicles that enter from West Nees can follow Gravel Haul Road all the way to the end and turn left directly into the parking lot located in front of our proposed location. When entering the lot from Gravel Haul Road, visitors will find 22 parking spaces directly in front of our proposed location. Parallel to the storefront (or West) there is a parking lot with 161 additional parking spaces. Adjacent to our proposed building, there are another 219 parking spaces available. This is only a fraction of the parking spaces available within the Park Place complex. The number of parking spaces far exceeds those that would be necessary to accommodate TAT guests and staff at any one point in time. We estimate that guests and staff will require a maximum of 20 parking spaces at any one given time, considering our building capacity and number of staff. As Park Place has been built with considerable entrances and exits, we have no reason to believe that our customers will cause any congestion issues that are uncommon to developments of this size. PARK PLACE DEVELOPMENT 10 SECTION 3 Park Place Site Plan ––––– Points of Entry 11 SECTION 3 Prohibiting Access by Minors ––––– We anticipate that some of our neighbors will have concerns about underage persons accessing our facility. Per local and state law, TAT will not permit anyone to enter the retail area unless he/ she is 21 years of age or older or 18 or older with a medical card or physician’s recommendation (FMC § 9-3310(a)(3)). We will strictly verify age with an ID scanner to identify counterfeit IDs. We will confirm medical status by verifying a patient’s medical card with the County of Fresno or by contacting the prescribing physician. Additionally, our storefront will not be attractive to minors. TAT will not advertise on billboards, banners, bus shelters or use any other outdoor signage pursuant to FMC § 9-3309(h)(5)-(6). We will not carry any products that resemble traditional candy or other foods, or with movie characters, children, cartoons, or other images that are appealing to children. All cannabis products will be sealed in child-resistant, opaque packaging. Additionally, TAT has developed a detailed Youth Education and Prevention Plan to deter minors from engaging in cannabis related activities (as detailed fully in Section 7.2). Working with Advisory Team Members Marie Slater, a local resident and 47 year Fresno Unified Educator, and Elizabeth Jonasson Rosas, a member of the Fresno Unified School District Board of Trustees, we will partner with local non-profits and Fresno Unified schools to provide funding and resources to educate youth on the risks of underage cannabis use. We have identified the following non-profits as a perfect partners: • Fresno Barrios Unidos • HOPE Leadership Institute • Valley Teen Ranch • Big Brothers Big Sisters of Central California • Boys & Girls Club of Fresno County • Valley Crime Stoppers Thoughtful Building Design ––––– TAT’s storefront will be unassuming and is designed to blend seamlessly into its surroundings pursuant to FMC § 9-3307(e)(1). Rather than including cannabis leaves, green crosses, or any other textual or visual references to cannabis, our façade will simply include our name and logo, consistent with FMC § 9-3307(e)(3). Signage will be solid white, and will not be illuminated pursuant to FMC § 9-3309(h)(5). No cannabis products or graphics depicting cannabis products will be visible from the exterior of the facility (FMC § 9-3309(d)). By avoiding cannabis imagery and flashy signage, TAT will avoid being an eyesore, attracting potential criminal activity, or appealing to minors. For more information on our building design please see Section 6. EXTERIOR DESIGN CONCEPT - TAT FRESNO 3.3 Odor Mitigation Practices TAT will implement an effective odor mitigation plan to (1) eliminate odors within our facility, (2) provide clean indoor air for the health and safety of our employees, (3) prevent any cannabis odors from escaping our facility, and (4) fulfill the specific requirements of the City under FMC §§ 9-3307(d)(4) and 9-3309(j). Because we have tested these odor mitigation practices at our existing stores, we are confident that there will be extremely minimal cannabis odors within our premises and zero cannabis odors detectable from outside our premises. Below is a summary of TAT’s odor mitigation practices: 12 SECTION 3 • TAT will only carry cannabis products that are individually packaged. • TAT’s showroom will only contain the bare minimum amount of live cannabis product necessary for display purposes to minimize odor in customer areas. • TAT will store the vast majority of cannabis products in secure storage areas outside the retail area. • TAT will securely store cannabis waste in an airtight container and dispose of it through GAIACA, a licensed cannabis waste provider. • TAT will not allow cannabis consumption on or near our property per FMC § 9-3309(a). • TAT will immediately discuss any complaints from neighboring businesses or residents, identify the source of the odor, rectify the problem, and update our odor mitigation practices to eliminate the odor. • During the build-out of the facility, TAT will install industrial grade, self-contained media odor eliminators/air purifiers so that any odor generated inside our retail facility (no matter how minimal) is not detected outside of the facility, anywhere on adjacent property, or on public rights-of-way. We will install multiple air purifiers inside and outside of the product storage areas and retail showroom. 3.4 Potential Sources of Odor Pursuant to 16 CCR § 5413, cannabis retailers may only sell prepackaged cannabis products (unlike during the medical cannabis era, when dispensaries could store large jars of bulk cannabis flower in the showroom). As TAT will only carry pre-packaged products, many of which will be nitrogen sealed by manufacturers and distributors to prevent odor emissions, very little (if any) cannabis odor will be emitted at our facility. TAT’s retail sales area will contain very small amounts of live product, including cannabis flower, for display purposes, which may emit small amounts of cannabis odor. Within the retail area, TAT will have a fully enclosed clone room. Because the clone plants therein are non-flowering, and because the area is physically separated from the rest of the retail area, we do not anticipate the clone room to generate noticeable cannabis odor. TAT’s cannabis products will be primarily stored in the Main Vault Room and Daily Inventory Vault, which are physically separated from the lobby and retail showroom. Any odors from product storage areas will not be detectable from outside the storage areas or from the exterior areas of the premises. PREPACKAGED PRODUCT 3.5 Odor Control Devices CM-11 Odor Elimination Units ––––– TAT will install five (5) Everclear CM-11 odor elimination and air filtration units throughout our premises. The CM-11 units, which were originally designed to eliminate (1) smoke and odor at cigar and hookah bars and (2) airborne particulate and vapors within medical laboratories and testing environments, are extremely effective at eradicating cannabis odors. The high efficiency, commercial HEPA type filtration system virtually eliminates airborne particles. In addition to removing cannabis odors, the Everclear air filtration system will remove dust, smoke, pollen and other airborne particles. The CM-11 system uses three stages of filtration to remove odors and vapor contaminants and achieve optimal indoor air quality: 13 SECTION 3 • One Inch Aluminum Mesh Pre-Filter: The pre-filter traps larger dust and particles allowing the primary filtration system to function optimally. • MERV 16 HEPA-type Filter: The MERV 16 filter is 95% efficient at removing dust, smoke, pollen, and other airborne particles of 0.3 micron or larger. Each filter contains 130 square feet of absorbent media. • Activated Carbon: TAT’s filtration system also includes 9 feet of activated carbon to remove odors and gases. Each CM-11 unit includes 2 reusable modules to filter odors and volatile organic compounds. Each module contains 10 disposable filters. The adsorbent media is a combination of activated carbon and permanganate. TAT will replace carbon filters on a regular basis to keep the units operating at maximum efficiency. CM-11 FLUSHMOUNT CEILING UNIT The CM-11 uses a unique, multi-directional method of air re-circulation to draw the maximum amount of contaminated air to the machine most efficiently. In contrast, most air filtration systems re-circulate air in only one direction, which limits the amount of contaminated air that can reach the air filter. Each CM-11 unit in TAT’s facility will be completely self-contained. Each unit will draw in odorous air at the intake manifold, purify and deodorize air through its three stage process, and then return the purified air back to the same space. This system will eliminate the need to discharge odorous air to the surrounding area, preventing any cannabis odors from exiting our facility. The system will also avoid the complications of negative pressure created by conventional odor evacuation. DIAGRAM OF MULTI-DIRECTIONAL AIRFLOW Unlike typical odor elimination strategies that simply relocate the odor to a different location, TAT’s system will eliminate odor without creating ancillary air pollution elsewhere. Placement of Odor Control Units ––––– TAT will strategically deploy CM-11 units in areas that generate the highest amount of odor. Our goal is to eliminate odor at its source, primarily in areas where cannabis products are stored, before odor has an opportunity to reach the greater retail showroom. Odor control units will be flushmount with the ceiling to blend seamlessly into the store’s design aesthetic. CM-11 units will be placed in the Main Inventory Vault, Daily Inventory Vault, and Retail Showroom. • Main Inventory Vault Room: TAT will store the majority of its cannabis product inventory in the Main Inventory Vault room. Due to the high concentration of product, this area will likely be our most odorous area. We will dedicate one CM-11 unit exclusively to this space to eliminate odor at the source. The volume of the vault room is approximately 3,000 cubic feet. One filtration unit operating at 850 CFM will completely recirculate the air every 3.5 minutes. 14 SECTION 3 • Daily Inventory Vault: The Daily Inventory Vault will hold our second highest concentration of inventory and will house one CM-11 unit. The volume of the daily inventory vault is approximately 2,250 cubic feet. One CM-11 operating at 850 CFM will completely recirculate the air every 2.6 minutes. • Retail Floor: Because our retail showroom will only house small samples of each product, the retail floor will likely not generate a significant amount of odor. The odor control units detailed above will prevent most, if not all odors from entering the retail area. However, there is a possibility that odor escapes into the retail floor area. To fully eliminate odor and provide clean area throughout our store, we will install three additional CM-11 unit in the retail showroom. This area is 30,000 cubic feet. Three CM- 11 operating at 2550 CFM will completely recirculate the air every 12 minutes. Ionization System ––––– We will also integrate GPS-FC48-AC 4,800 CFM Auto-Cleaning Needlepoint Bipolar Ionization Systems into each of our three centralized HVAC systems to further neutralize odor. These ionization systems each generate more than 400 million ions per cubic centimeter per second, which have been proven effective in neutralizing odor caused by volatile organic compounds (“VOCs”) suspended in the air. In addition to directly neutralizing odorous VOCs, the ions produced by this system bond to odor-causing particulates in the air, causing the particles to agglomerate into larger masses. These larger masses are more easily drawn into existing mechanical and activated carbon filtration systems than individual particles, making the filtration systems exponentially more effective than traditional air filtration systems. These units are each designed to service 4,800 SF. We are employing 3 separate units, capable of servicing 14,400 SF on a combined basis - more than 4 times the 3624 square foot capacity of our space. Monitoring Odor Control Plan ––––– TAT will monitor the effectiveness of its odor control equipment and perform routine maintenance to ensure optimal air quality. TAT’s GM will address any and all odor complaints and provide responses to odor complaints. Upon request by the City, TAT will provide all odor control records, including system installation, maintenance, or deviations from the implemented plan. Should the City’s Planning and Development Director request changes to our plan, we will immediately implement the suggested changes, update our plan, and provide the new plan to the City within thirty (30) days of the modifications. 3.6 Staff Training on Odor Control Management Training: TAT’s GM will strictly monitor the effectiveness of our odor control equipment and assess any complaints regarding detectable odors. The CM-11 units are easy to use and remain on 24 hours a day. The GM and Floor Manager will be trained to operate the device, by learning (1) the location of and operation of switches to turn on/off the units; (2) The location of carbon filters and pre-filters; and (3) contact information for the HVAC and odor control maintenance company. Furthermore, the GM and Floor Manager will be trained in proper record keeping practices associated with the operation of the machinery and waste receptacles. They will be responsible for providing the City with any and all odor mitigation records, including records related to installation, maintenance, complaints or deviations from the implemented plan. Managers will be instructed to make a digital copy of all hard records, and to file the hard copy in a secured access area. 15 SECTION 3 Other Staff Training: All staff members will be trained by the GM on minimizing cannabis odor. Training will include an overview of the odor control equipment, prohibitions against open product within the facility unless being used for limited display, and proper storage of cannabis products. Additionally, staff members will be educated on the proper destruction of cannabis goods prior to disposal and the operation and location of our cannabis waste receptacle. System Maintenance ––––– TAT will contract with California Indoor Comfort, Inc. a Fresno air filtration and HVAC company, to routinely service the HVAC and odor control systems. Part of the maintenance will include yearly replacement of the pre-filters and bi-annual replacement of the carbon filters. Should the maintenance company suggest more frequent replacement of either filter, TAT will comply. Compliance with City Requirements ––––– TAT’s odor filtration units will effectively remove odor from the air without discharging odorous air into the areas surrounding our facility, while providing healthy air within our facility for customers and employees. Our odor control system meets the City’s requirements that no cannabis odors are detectable outside the facility, in our parking lot, on adjacent property or public rights-of-way, or within a neighboring unit (FMC § 9-3309(j)). 3.7 Waste Management Plan 3.7.i Cannabis Waste Procedure Applicable Law ––––– 16 CCR §§ 5049, 5054, 5000(g); Division 30 of the Public Resource Code; FMC § 9-3310(b). The main objective of TAT’s waste management policy is to secure cannabis waste so it is not accessible to anyone other than a TAT employee, within his/her scope of work, or a trained cannabis waste management individual. TAT’s Waste Management Plan fully complies with all waste disposal regulations outlined in 16 CCR § 5054 and Division 30 of the Public Resource Code. Cannabis Waste Disposal Company ––––– TAT will use GAIACA Waste Revitalization, an industry leading, eco driven, fully compliant cannabis waste management company to process all cannabis waste generated at our facility. Waste Receptacle ––––– As we do in our existing locations, TAT will obtain a secured waste receptacle from GAIACA. The receptacle will be locked and placed within the Receiving Area, separate and distinct from other cannabis goods. Only authorized personnel (such as the GM or GAIACA personnel) may unlock the waste receptacle. The ONLY waste that may be deposited in the receptacles is cannabis waste, which is defined as waste containing cannabis which has been rendered unusable and unrecognizable (16 CCR § 5000(g)). The waste receptacles will be nonabsorbent, water- tight, vector resistant, durable, easily cleanable, galvanized metal or heavy plastic containers with tight fitting lids. Physical access to areas PRODUCT DISPLAY AT TAT WEHO TO MINIMIZE ODOR 16 SECTION 3 containing waste receptacles will be restricted to TAT employees with appropriate security clearance and GAIACA personnel. Public access to this area will be strictly prohibited. On or near the receptacle, TAT will place a sign with thorough examples of what is and is not acceptable to place inside the receptacle. ONLY cannabis waste (adulterated and otherwise) will be placed inside the receptacle. Identifying Waste ––––– As a retailer, TAT generates cannabis waste from the following sources: products returned by customers, products that have been purchased and subsequently abandoned on TAT’s premises, products that are defective or otherwise unfit for retail sale, expired products, and products that have been removed from their packaging and used for display. All TAT managers are trained to place any item that falls into one of the aforementioned categories in TAT’s GAIACA waste receptacle. Destruction of Cannabis Goods ––––– Prior to disposing of a product as cannabis waste, a TAT manager must first destroy the product by removing or separating the cannabis product from any packaging or container and rendering it unrecognizable and unusable (16 CCR § 5054). The manager ensures that products are completely unusable and unrecognizable by mixing the packaging and unpackaged product with kitty litter prior to disposal. Cannabis oil contained in a vape cartridge need not be removed from the cartridge, so long as the vape cartridge itself is unusable at the time of disposal. To ensure the vape cartridge is unusable managers are trained to crush the vape cartridge with a hammer prior to disposing of it as cannabis waste. Recording of Waste ––––– Prior to the disposal of any cannabis product, the GM will log the product on the disposal manifest provided by GAIACA as well as electronically log the disposal of the product in CCTT-METRC (“METRC”) and TAT’s POS system. Both the physical and electronic log will include the type, the volume and the batch number of the waste. Only one batch will be disposed of at a time with absolutely no co-mingling. Removal of Cannabis Waste ––––– TAT will schedule predetermined, regular waste pick up days with GAIACA. Cannabis waste will be removed from the property weekly or more frequently if necessary. At no time will the cannabis waste containers be filled beyond capacity, preventing closure of the lids. Record Keeping Policy ––––– TAT’s GM will maintain records of all activities related to the generation and disposal of cannabis waste at our facility. The GM will also obtain a record from GAIACA evidencing the acceptance of the cannabis waste material at its facility. The record must contain (1) Name and address of the business and facility; (2) Date; (3) Volume or weight of the cannabis waste accepted; (4) Facility type; and (5) Name and signature of GAIACA employee who accepted the cannabis waste. Once the cannabis waste is accepted by the solid waste facility, the GM will input the date and time of the disposal or disposition of the cannabis waste at the solid waste facility into METRC. These records will be subject to inspection by the BCC and the City. Selling of Cannabis Waste ––––– TAT strictly prohibits the sale of any cannabis waste. 17 SECTION 3 Video Surveillance ––––– TAT operates 24-hour recorded video surveillance at all facilities. The waste receptacle will be located in a position where all interaction with the receptacle is visible on camera at all times and will be available to the BCC and the City of Fresno upon request. 3.7.ii Zero Waste Plan TAT strives to operate with minimal non-cannabis waste. We will recycle or compost non-cannabis waste generated by our business to the greatest extent possible. We will use Mid Valley Disposal, which services commercial businesses in the south portion of Fresno, to process our trash, recyclable, and compostable materials. With the guidance of TAT COO and recycling expert, Aviv Halimi, we plan to achieve a 25% landfill rate upon commencing our business with a goal of reaching a 0% landfill rate by 2025. We will place recycling bins in the employee break room, office areas, and inventory storage areas to ensure that all recyclable waste is identified and disposed of properly. Team members will be trained to make every effort possible to identify recyclable and compostable materials, separate them from other waste, and place them in appropriate containers. Recyclable Materials and Closed Loop Recycling ––––– We will source products from suppliers that use recycled packaging and materials, such as Ocean Cannabis Co., which creates its packaging from recycled ocean waste. We will work with Encore Recycling (founded by Aviv Halimi), a company that collects, washes, and recycles the hoop house plastic used in growing cannabis, to recycle cannabis product packaging. TAT will also encourage customers to bring back their used packaging, including flower jars, vape batteries, and vape cartridges through an incentive program. Each time a customer returns cannabis product packaging, he/she will receive loyalty points, which can be used toward future TAT purchases. We will send used packaging to Encore to be recycled again – truly closing the loop. VAPE RECYCLING AT THE ARTIST TREE LOS ANGELES Proprietary & Confidential Information of TAT Fresno, LLC and Adamant Law Group, PC. Not For Publication. Section 4––––– Safety Plan 1 SECTION 4 Safety Plan Introduction ––––– This preliminary Safety Plan is being submitted with The Artist Tree’s (“TAT”) commercial cannabis business permit application and was prepared by Robert Rowe of Pyrocorp, Inc., a professional fire suppression and prevention consultant. This Plan incorporates the applicable provisions contained in Chapter 4, sections 404-407 of the California Fire Code (“CFC”), and 2019 edition Chapter 10, Article 5, Section 10-50100 of the Fresno Municipal Code as required by the Fresno Fire Department. To ensure compliance with the CFC and incorporation of best practices, all of the policies and procedures herein follow the CFC, and the code sections referenced refer to sections of the CFC. In the interest of brevity, per the application instructions, this plan only incorporates the material requested and is not representative of a comprehensive plan. TAT has a comprehensive plan available and can provide upon request. This plan takes into consideration possible fire, medical and hazardous situations, including: • Accident and incident reporting procedures (4.2); • Fire safety and evacuation plans (4.3); • Location of fire extinguishers and other fire suppression equipment (4.4); and • Employee training and response procedures for fire and medical emergencies (4.5). 2 SECTION 4 Summary of The Artist Tree’s Operation and Building Information ––––– Business Name TAT FRESNO II LLC Business Address 7835 N. Palm Ave. Unit 103-104, Fresno, CA 93711 Local Owner Larry Artenian (31%) / Cliff Tutelian (20%) Property Type Commercial Retail Building Size 11,219 sq.ft. TAT Premises 3,624 sq.ft. Lot Size 1.3 Acres Construction Type Type II - B Fire Sprinklers Yes Fire Alarm System Yes HVAC Yes (3X 5 tons, Daikin Rooftop Units) Occupancy Retail Furniture Store Number of Stories 1 Maximum Height 22 Feet Number of Exits 2 (East and West side of building) Year Built 2007 Building Refurbished No Major Intersection N. Palm Ave. and West Nees Ave. Closest Fire Hydrant 283 ft. Southwest of the building. 3 SECTION 4 Overall Safety Features ––––– Described below are the safety features of The Artist Tree’s premises, including maintenance and housekeeping procedures (CFC § 404.2.2.5). • Fire Prevention (Major Hazards) –Accumulation of trash and debris: TAT shall use City approved waste containers that are appropriately sized and stored in an approved location, and will ensure regular trash pickup from the City’s waste services provider, Mid Valley Disposal. –Combustible Storage: TAT will store any combustible materials in an orderly manner and separate from heating or ignition sources so that ignition cannot occur. Very few, if any, combustible materials will be kept on the property. –Ignition Sources and Open flames: There will be no open flames on the premises. Any other potential ignition sources will be separated from flammable and combustible materials. –Maintenance of Exiting ›The minimum exit access widths (as determined by the City) will be maintained always. ›The minimum aisle width (36”) will be maintained always. ›Enhanced building security will not interfere with exiting measures and will by no means impede egress for the facility’s occupants or firefighters in the event of an emergency. ›Electronic access control will not interfere with the exiting components. ›All locking hardware on doors (interior or exterior) will meet the minimum requirements for exiting. ›All doors and door hardware will be identified on the specifications and plans presented to the City at the time of applying for a Conditional Use Permit. ›All exit doors, passageways and exit corridors will remain free of any obstruction and maintained as required by the Fresno Fire Code (“FFC”). ›Any security device or system that emits any medium that could obscure a means of egress in any building, structure or premise will be prohibited. ›Emergency lighting with battery backup will be provided in all exit passageways and exit corridors. ›Exit signs will be installed above all exits and maintained as required by code. • Fire Department Access –A KNOX key box or key switch will be installed on the front exterior of TAT’s building, because access to or within TAT’s structure is restricted because of secured openings and to allow immediate access for lifesaving or fire-fighting purposes. The key box or key switch will be of an approved type and will contain keys to gain necessary access as required by the fire code official per 5 FFC § 10-50506.1. –All required exterior doors will remain operable for emergency access by firefighters. Eliminating the function of any exterior doors will require prior approval that cannot be granted in every circumstance, and where allowed, the door must be marked with a sign stating, “THIS DOOR BLOCKED.” –Rooms containing fire protection equipment (fire alarm panels, fire sprinkler valves, etc.), controls for air-conditioning equipment, utility equipment for gas or electrical service and rooms containing hazardous materials will have identifying signage to aid firefighters. • Fire Extinguisher Maintenance. –Portable fire extinguishers shall be installed in M and S occupancy groups per 5 FFC § 10- 52811.8. The size and distribution of portable fire extinguishers shall also be in accordance 4 SECTION 4 with the FFC and at the discretion of the City of Fresno Fire Department. TAT will strategically locate all extinguishers per code. Please see the Safety Plan Diagram below for the proposed location of all fire extinguishers. • Electrical Hazards/Extension Cords –Electrical panels and service equipment will be clearly identified with a clear space of not less than 30 inches in width, 36 inches in depth and 78 inches in height. Storage will not be permitted within the above dimensions. • Hazardous Materials (General) –Hazardous materials or hazardous waste will not be stored or handled at this facility apart from cleaning products, which will be stored in a safe location. TAT understands that cannabis waste is regulated and must be handled in accordance with all applicable laws and regulations. All cannabis waste will be stored according to law, in a locked receptacle in a limited access area, and will only be disposed of by a licensed waste management company. TAT will utilize GAIACA for cannabis waste management. Automatic Fire Protection Systems (Fire Sprinklers) 404.2.2.6 TAT’s facility is equipped with an automatic fire protection system (Fire Sprinklers). HVAC Systems (CFC 404.2.2.7 TAT’s Heating, Ventilation and Air Conditioning (“HVAC”) System is a standard split system which will be monitored/controlled by a supervising fire alarm system. 404.2.2.8 Fire Alarm and Monitoring System TAT’s facility is equipped with a compliant Fire Alarm and monitoring system. Specific information about the proposed fire alarm system including the installer’s information will be provided during the plan submittal process. Plans and permits will be submitted to the City of Fresno Planning Division department for approval. 404.2.2.9 Identification and assignment of personnel responsible for maintenance of systems and equipment installed to prevent or control fires. The GM will be responsible for maintenance of systems and installation of new equipment to prevent or control fires. 404.2.2.10 Identification and assignment of personnel responsible for maintenance, housekeeping and controlling fuel hazard sources. The GM will be responsible for maintenance, housekeeping and controlling fuel hazard sources at subject location. 5 SECTION 4 4.1 Prepared by Professional Fire Prevention and Safety Consultant Robert L. Rowe, CFI/CFEI Pyrocop, Inc. 4000 Long Beach Boulevard, Suite 251 Long Beach, CA 90807 (562) 425-3943 Direct (562) 988-7999 Office (562) 988-7998 Fax www.pyrocop.com The attached Safety Plan has been prepared by Robert Rowe of Pyrocorp, Inc.in compliance with section 4.1 of Fresno’s Commercial Cannabis Business Application Guidelines. Robert is a professional fire prevention and suppression consultant. Robert began his 27-year fire service in 1980 when he was promoted up through the ranks from Firefighter to Fire Marshal. During his career, Robert served as a Fire Inspector, Hazardous Materials Specialist, Fire Investigator and Fire Marshal. As Fire Marshal, Robert managed an organized municipal Fire Prevention/ Investigation Division in the Los Angeles area where he obtained extensive knowledge and expertise in both Fire Investigation and Fire & Building Codes and Standards. Robert served as President of the Area “E” Arson Task Force and was appointed as a Special Deputy by the U.S. Marshals Service. Robert gained his fire code knowledge and experience serving on several code and advisory committees, such as the Uniform Fire Code Interpretation Committee, International Code Council International Residential Code Committee, California Fire Chiefs Fire Prevention Officers Fire Code Committee, California Building Standards Committee and the National Fire Protection NFPA 1 Fire Code Committee. Since his retirement in 2007, Robert founded “Pyrocop, Inc.” which is based in Long Beach, California, and has utilized his fire investigative and code knowledge in hundreds of fire loss investigations, civil litigation matters and commercial development projects. Robert has qualified as an expert in fire related matters throughout the United States and has served as a fire consultant in the Middle East. Robert is a member of the California Conference of Arson Investigators, International Association of Arson Investigators and National Association of Fire Investigators and provides fire inspector training for the California Fire Chief’s Fire Prevention Officers Association. As the Executive Director for the Fire Sprinkler Advisory Board of Southern California, Robert represents over 56 fire sprinkler contractors based in the Los Angeles area and continues to serve as a code consultant for both the public and private sector. Robert has provided fire and life safety consulting services to cannabis applicants in the City of Los Angeles, Culver City, Long Beach, Oceanside, San Bernardino, and several locations within Los Angeles County. 6 SECTION 4 4.2 Accident and Incident Reporting Procedures Hazard Communication 407.4.1 Fire, Hazardous Material, and Inhalation Issues/Threats TAT will implement precautionary measures (i.e. proper storage and handling), as required by State law, to ensure that employees and/or customers follow the required guidelines regarding the inhalation hazards associated with the exposure to cannabis related products. Fire All Cannabis products will be kept away from ignition sources while securely stored or on display and will always be supervised by TAT’s staff. Hazardous Materials/Inhalation Issues or Threats As this is a cannabis retail facility, there will be no hazardous waste generated, stored, or transported at or from TAT’s premises. Written and Physical Mechanisms in Place to Deal with Each Situation (CFC § 407.4.2) ––––– Written Fire Incident Procedures A copy of a written “Fire Emergency Procedures” document will be maintained on TAT’s premises in both the Retail Area and Manager’s Office. The document shall be clearly identified as “Fire Emergency Procedures” and kept in an accessible location at all times. The “Fire Emergency Procedures” document shall include the following Step by Step Process language: • In the event of a fire emergency, the GM or his/her designated employee(s) shall call 9-1-1 to report the fire incident. • The GM or his/her designated employee(s) shall direct the occupants of the building to the nearest exit and to the predesignated assembly location which will be on the sidewalk area on the northeast corner of the building. • If safe to do so, the GM will utilize the onsite portable fire extinguishers to suppress the fire. If the fire cannot be suppressed or contained, the GM and TAT’s employees shall vacate the premises and alert the surrounding businesses of the fire. • Upon arrival at the predesignated assembly location, the GM shall account for all occupants of TAT’s facility and render first aid, as necessary. • Upon termination of the incident, the GM shall interface with the local fire department to determine how the fire started and what precautionary measures should be taken to prevent future fires. Written Hazardous Materials/Inhalation Procedures A copy of a written Hazardous Materials/Inhalation Procedures document will be maintained on TAT’s premises in both the Retail Area and Manager’s Office. It shall be clearly identified as “Hazardous Materials/Inhalation Procedures” and kept in an accessible location at all times. The Hazardous Materials/Inhalation Procedures document shall include the following Step by Step Process language: 7 SECTION 4 • In the event of a Hazardous Materials/Inhalation incident, (i.e. significant spillage of cleaning products or hazardous gas produced resulting from mixing of incompatible cleaning products) the GM or his/her designated employee(s) shall call 9-1-1 to report the incident. • The GM or his/her designated employee(s) shall direct the occupants of the building to the nearest exit and to the predesignated assembly location which is on the northeast corner of the building. • If safe to do so, the GM will utilize the onsite hazmat absorbent pad or mat to absorb and control the spill. If the spill cannot be contained, the GM and TAT’s employees shall vacate the premises and alert the surrounding businesses of the chemical incident. • Upon arrival at the predesignated assembly location, the GM shall account for all occupants of TAT’s facility and render first aid, as necessary. • If an employee has come in contact with a hazardous material (i.e. splashed it in eyes, on skin or clothing) the GM or his/her designated employee shall have the victim remove the contaminated clothing and flush the affected area with water. • Upon termination of the incident, the GM shall interface with the Fresno Fire Department to determine how the incident occurred and what precautionary measures should be taken to prevent future hazardous materials related incidents. Fire and Safety Plan Reporting (CFC § 404.2.2) ––––– Reporting Procedure for a Fire or Other Emergency In the event of a fire or emergency at the property, the GM and/or his designated employee will immediately contact the Fresno Police Department and/or Fresno Fire Department by calling 9-1-1 per 5 FFC § 10-50403.1. Immediately following the conclusion of the emergency, a member of TAT’s ownership team will draft an internal report following an interview conducted by a member of the ownership team and the GM. The written report will be stored both electronically and in paper form and made available to any governing body who requires a copy. Life Safety Strategy ––––– Procedures for notifying occupants, including areas with a private mode alarm system TAT’s facility is equipped with a compliant fire alarm system per 5 FFC § 10-50907.1.2. Upon activation of the alarm system or receipt of information regarding a fire or other emergency, the GM and/or his designated employee will direct the occupants to the designated assembly area. Procedures for occupants under a defend-in place response In the event an emergency requiring a “defend in place” response occurs, all window and door openings will be secured, and the building’s HVAC system will be deactivated. The occupants of the building will be directed to stay inside until the emergency has been mitigated and an all clear has been declared by the police and fire departments. Procedures for evacuating occupants, including those who need evacuation assistance Upon receipt of a report of fire or other emergency that requires the building to be evacuated, the GM and/or his designated employee will verbally announce the emergency to the occupants and begin a safe and timely evacuation of the building, the GM and/or his designated employee will ensure 8 SECTION 4 that the building has been completely evacuated, including those individuals who need evacuation assistance, and direct occupants to the designated assembly area. Once all are assembled, the GM and/or his designated employee will perform an accountability check of all occupants. 4.3 Fire Evacuation Routes General Evacuation Procedures ––––– In the event of an emergency threatening the safety of employees and visitors at TAT, a building evacuation may be necessary. All of TAT’s staff will be apprised of the following evacuation procedures. • Employee Responsibilities –Anyone that observes an emergency condition or situation should call 911. All regular staff will direct any temporary employees, contractors, truck drivers, or other visitors to the proper exits and routes to the meeting places. Staff will take the following evacuation actions: –Take the proper evacuation routes, which are the shortest routes to the outside of the building; –Identify t wo escape routes, since one exit might be blocked by fire, or other obstructions; –Enact safety procedures unique to each area of the building; and –After evacuating, proceed around the perimeters of the main building complex to the designated “Assembly Area”. • General Manager Responsibilities –Perform a sweep of the building prior to exiting the building to ensure that all personnel have safely evacuated; –Confirm all perimeter doors are closed and locked, precluding unauthorized and unsafe entry by others; and –Confirm that any occupant with a disability is safely assisted or removed from the building and taken to the Assembly Area. • Primary Assembly Area: The sidewalk area on the northeast corner of the building as shown on the Safety Diagram. • Secondary Assembly Area: In the event the Primary Assembly Area is compromised, evacuees will be directed to assemble at a safe location and distance from the building. • General Manager Duties at Assembly Area: –Cross check the “Emergency Evacuation Accountability Sheet” as well as the “Visitor Sign in Sheet” noting if all building occupants are accounted for; –Write in the names of any visitors, temporary associates, or new employees that are not on the list; –Provide first aid assistance to anyone who was injured during the evacuation; and –Monitor the incident and communicate with both the evacuees and emergency response personnel and await further direction before allowing the evacuees to leave the premises or re-enter the premises. • Emergency Drills –Emergency drills will be performed twice yearly and documented using the attached Emergency Evacuation Drill Form. A designated employee will time the evacuation and subsequently email each manager/department head to get feedback on the drill. 9 SECTION 4 Fire Evacuation Plan (CFC § 404.2.1) ––––– Emergency Egress or Escape Routes The emergency egress and escape routes are indicated on the facility site plan (See attached) and meet the requirements of 5 FFC § 10-50403.1. If an evacuation is necessary during an emergency, all occupants will exit the building and assemble on the sidewalk area on the northeast corner of the building as shown on the Safety Diagram. in a timely manner. If an emergency requires a “defend in place” response, all windows and doors will be closed, and the HVAC system will be turned off to prevent outside air from entering the building. Procedures for Employees Who Must Remain to Operate Critical Equipment Before Evacuating As this is a retail sales operation, no critical equipment requiring special attention by employees will be present in the building. Therefore, no employees will be required to remain inside to operate critical equipment before evacuating. Procedures for Assisted Rescue for Persons Unable to Use the General Means of Egress Unassisted Assisted rescue of person(s) unable to use the general means of egress unassisted during an evacuation will be performed by the General Manager (GM) or his designated employees. Evacuation Routes and Procedures for Accounting for Employees and Occupants After Evacuation In the event of a building evacuation, the GM will direct the occupants of the building to the closest exit and assemble on the sidewalk area on the northeast corner of the building as shown on the Safety Diagram. Once the evacuated occupants are assembled in the designated assembly area, the GM, or his designated employees, will confirm that all building occupants are accounted for. Personnel Responsible for Rescue or Emergency Medical Aid The GM will be responsible for rescue and emergency medical aid. Preferred and Alternative Means of Notifying Occupants of a Fire or Emergency The primary method of notifying both employees and other occupants of a fire or emergency will be through the activation of the building’s monitored fire alarm system. An alternative means of notifying occupants of the building during a fire or emergency will be accomplished using cell phone calls and/or group text messages. Preferred and Alternative Means of Reporting Fires and Other Emergencies to Fire Department or Designated Emergency Response Organization The preferred means of reporting fires and other emergencies to the fire department will be through the inhouse landline 9-1-1 phone system. An alternate means of communicating a fire or emergency to the fire department will be using cell phones. Personnel Who Can Be Contacted for Further Information or Explanation of Duties Under the Plan The GM will be the point of contact for further information or explanation of duties under the plan. 10 SECTION 4 Description of Emergency Voice/Alarm Communication System Alert Tone and Preprogrammed Voice Messages An emergency voice/alarm communication system with an alert tone with pre programmed voice messages is not available at this facility. If required by the Fresno Fire Department as a condition of licensing approval, TAT will install such a system. Maintenance of Fire Safety and Evacuation Plans (CFC § 404.3) TAT’s Fire Safety and Evacuation Plan will be reviewed and updated annually to ensure that changes in staff assignments, occupancy or the physical arrangement of the building are accurately reflected in the Fire Safety and Evacuation Plan. All updated plans will be peer reviewed by a qualified Fire Life Safety Specialist to ensure accuracy. Availability of Fire Safety and Evacuation Plans (CFC § 404.4) TAT’s Fire Safety and Evacuation Plans shall be available in the GM’s office for reference and review by employees and copies shall be furnished to the City of Fresno Fire Chief for review upon his or her request. Distribution of Fire Safety and Evacuation Plans (CFC § 404.5) TAT’s Fire Safety and Evacuation Plan will be distributed to the employees by the GM. The GM shall distribute to their employees all applicable parts of the fire safety plan that will affect the employees’ actions in the event of a fire or other emergency. Emergency Evacuation Drills (CFC § 405.1) TAT shall conduct annual emergency evacuation drills in accordance with the CFC §§ 405.2 through 405.9 and 5 FFC § 10-50403.1. Leadership During Drills (CFC § 405.3) The GM will be responsible for the planning and execution of emergency evacuation drills at TAT’s facility. Timing of Drills (CFC § 405.4) Emergency evacuation drills will be held and supervised at TAT’s facility in varying conditions and unexpected times as required by the 2019 California Fire Code. Drill Records (CFC § 405.5) TAT will maintain the following emergency evacuation drill records: • Identity of the person conducting the drill; • Date and time of the drill; • Notification method used; • Employees on duty and participating; • Number of occupants evacuated; • Special conditions simulated; • Problems encountered; • Weather conditions when occupants were evacuated; and • Time required to accomplish complete evacuation. 11 SECTION 4 Notification of Drills (CFC § 405.6) Prior to the commencement of an emergency evacuation drill, the GM of TAT will notify the Fresno Fire Code Official. Initiation of Drills (CFC § 405.7) Emergency evacuation drills will be initiated by activating the fire alarm system at the facility. Accounting for Building Occupants During Drill (CFC § 405.8) Once all occupants of the building have safely evacuated and arrive at the assembly point, when safe, a sweep of the evacuated building shall be made to ensure that the occupants have been safely evacuated and accounted for. Recall and Reentry After Drill (CFC § 405.9) Upon completion of the evacuation drill, a recall signal (portable air horn or bullhorn) shall be initiated by the fire official in charge of the incident. TAT occupants will not be allowed to reenter the building until provided an “all clear” by the official in charge. Evacuation Routes TAT’s primary evacuation routes are identified on the attached Safety Plan Diagram. Secondary Evacuation Routes TAT’s premises has three exits available in the event of an evacuation. If the primary evacuation routes are compromised, occupants will be able to exit the building via one of the other exits. 12 SECTION 4 ADJACENTTENANTEXISTINGBUILDINGLOADINGAREAADJACENTTENANTNOT INCONTRACTNOT INCONTRACTADAR.R.MANG.OFFICECHECKOUT RECEIVINGAREASALES FLOORLOBBY E.P.DAILY INVENTORY VAULT (Order Fulfillment)MAIN VAULT(Secured Product Storage)EMPLOYEELOUNGE/ TRAININGCLONEPRODUCT DISPLAYE.P.0 5 10 2050SCALE BAR 1/16" = 1'-0"036 9SCALE BAR 3/16" = 1'-0"1215PROJECT CONSULTANTS:ISSUE DATE:DRAWING TITLE:ISSUE TITLE:PROJECT TITLE:CLIENT/ OWNER:PROFESSIONAL STAMP(S):829 S. LAKE STREETLOS ANGELES, CA 90057T. 213.215.05630Andrew@ WolffArch.comWWW.WOLFFARCH.COMARCHITECTUREALL DRAWINGS AND WRITTEN MATERIAL APPEARING HEREIN CONSTITUTE THE ORIGINAL AND UNPUBLISHED WORK OF THE ARCHITECT AND THE SAME MAY NOT BE DUPLICATED, USED OR DISCLOSED WITHOUT THE WRITTEN CONSENT OF THE ARCHITECT. Copyright © 2020,WOLFF ARCHITECTURE. ALL RIGHTS RESERVED.Nov 24, 2020 - 5:53pmTUTELIANCOMPANYWOLFF #: 200501COMMERCIAL CANNABIS BUSINESS PERMIT APPLICATION 1401 FULTON STREETSUITE 210FRESNO, CA 93721CURRENT11.15.2020REVISION HISTORY:PAGE SCALE:NOT FORCONSTRUCTION#/#/2020DATE:TITLE:#A1.30 1ST FLOORSECURITY PLANAS NOTEDNSITE PLAN & FLOOR PLANSCALE:1/16" = 1'-0"SITE PLANA1SCALE:3/16" = 1'-0"GROUND FLOOR PLANA22A10BC FIRE EXTINGUISHEREXIT SIGNEMERGENCY PLANFIRST AID KITFIRE ALARM PANELREMAOTE FIRE ALARMANNUNCIATORFIRE SAFETY LEGENDKNOX BOXPRIMARY EXIT ROUTESECONDARY EXIT ROUTEEVACUATION ROUTEASSEMBLY AREASITE EVACUATION LEGENDMANUAL FIRE ALARM PULL STATIONA2.10A2A0.10A1A0.10A1A2.10A2A2.10A1A2.10A1Safety Diagram 13 SECTION 4 4.4 Location of Fire Suppression Equipment In compliance with CFC § 404.2.2.3, The Artist Tree’s Site Plan is attached and indicates the following: 3.1. The occupancy assembly point: the sidewalk area on the northeast corner of the building. 3.2. The locations of fire hydrants: 283 feet Southwest of the building. Not identified on “Site Plan” due to the distance from the location. 3.3. The normal routes of fire department vehicle access. Emergency vehicles may access the building via Gravel Haul Road or N. Palm Ave. In compliance with CFC § 404.2.2.4, The attached Floor Plans identify all the following items: 4.1. Exits; 4.2. Primary evacuation routes; 4.3. Secondary evacuation routes; 4.4. Accessible egress routes (Not required); 4.5. Refuge areas associated with smoke barriers and horizontal exits. (Not required); 4.6. Manual fire alarm boxes; 4.7. Portable fire extinguishers; 4.8. Occupant-use hose stations (Nonexistent); and 4.9. Fire alarm annunciators and controls. 4.5 Fire and Medical Emergency Training Procedures General Emergencies ––––– General annual training of TAT’s employees addresses the following: • Individual roles and responsibilities; • Threats, hazards, and protective actions; • Notification, warning, and communications procedures; • Means for locating family members in an emergency; • Emergency response procedures; • Evacuation, shelter, and accountability procedures; • Location and use of common emergency equipment; and • Emergency shutdown procedures. Emergency Procedures Information (CFC § 404.7) TAT will provide training and a printed summary to all employees regarding emergency procedures for ambulatory, nonambulatory, and physically disabled individuals. Emergency procedures information will include, but not be limited to, the following: 14 SECTION 4 • Location of exits; • Location of fire alarm initiating stations; • What the fire alarm sounds and looks like when activated; • Fire department emergency telephone number 911; • Location of the Fire Department emergency telephone number signand • Location of other emergency information posted within the premises; and • The prohibition of elevator use during emergencies, if any (Not applicable). Fire Training Procedures ––––– General Training Procedures (CFC § 406.1) TAT’s employees will be trained in fire emergency procedures based on the Emergency Procedures included in this plan and in accordance with the 2019 California Fire Code, Section 404, 5 FCC § 10-50403.1, and OSHA Training Standard 1915.508. TAT will conduct all training in accordance with NFPA 1403-2002. Training will be provided to both new and existing employees by a qualified fire and safety professional to maintain proficiency. Topics will include, but are not limited to: • Emergency alarm signals; • Primary and secondary evacuation routes, when practical; • General principles of using fire extinguishers and hazards associated with incipient firefighting and procedures to reduce those hazards; • Hazards associated with the uses of portable fire protection systems; • Familiarization of written training policies associated with the training of employees when expected to fire an incipient fire; • Hands on fire response training (handling and activation of fire extinguishers); • Training on the written operating procedures to fire response employees who are expected to fight fires (at least quarterly); and • Any additional site-specific training as required by OSHA Training Standard 1915.508. Additionally, TAT will conduct semi-annual drills according to its written procedures for fire response employees. It will also conduct any additional site-specific training as required by OSHA Training Standard 1915.508. Frequency of Training (CFC § 406.2) TAT’s employees will be trained in the contents of the fire safety and evacuation plans and their duties as part of the new employee orientation annually. Records of said training shall be maintained by TAT. This training shall be provided by a qualified fire and safety professional. Fire Prevention, Evacuation, and Fire Safety Employee Training (CFC § 406.3) TAT’s employees will be trained in fire prevention, evacuation, and fire safety by a qualified fire and safety professional in accordance with Sections 406.3.1 through 406.3.4 and 5 FFC § 10-50403.1. Fire Prevention Training (CFC § 406.3.1) TAT’s employees will be apprised of the fire hazards of the materials and processes to which they are exposed, which will be extremely minimal. Employees shall be provided instruction by a qualified person(s) in the proper procedures for preventing fires in the conduct of their assigned duties. 15 SECTION 4 Evacuation Training (CFC § 406.3.2) TAT’s employees will be familiarized with the fire alarm and evacuation signals, their assigned duties in the event of an alarm or emergency, evacuation routes, areas of refuge, exterior assembly areas and procedures for evacuation by a qualified person(s). Fire Suppression Training (CFC § 406.3.3) TAT employees assigned firefighting duties will be trained by a qualified person(s) to know the locations and proper use of portable fire extinguishers or other manual fire-fighting equipment and the protective clothing or equipment required for its safe and proper use. The locations of fire extinguishers are identified on the “Facility Plan.” Emergency Lockdown Training (CFC § 406.4) TAT’s employees will be trained to execute the lockdown plan and be trained on their assigned duties and procedures in the event of an emergency lockdown. Medical Emergency Training Procedures ––––– A medical emergency is a serious and unforeseen situation that has been caused by a sudden illness or injury, requiring urgent medical attention. Employees are trained in anticipating different types of emergencies before they happen. In the unfortunate event that a medical emergency does occur, employees are trained to: • Check: Examine the injured individual to assess what type of medical emergency they have encountered. • Call: Call 9-1-1 so that emergency life support and help will arrive as soon as possible. • Care: Designated first aiders in the workplace should provide the relevant medical emergency procedures. We have identified some common medical emergencies. TAT employees are trained to handle these specific medical emergencies in the following ways: • Collapse: Check if the individual has any other obvious industries such as a bleeding wound. If none, put the person in a recovery position and wait with them for medical help. Ensure airways are clear and they are breathing properly. • Choking: Stand behind the individual and support their chest with one hand, whilst giving them up to five sharp blows to the back. If this does not work, administer five abdominal thrusts. This should not be performed in the same way on a pregnant woman. • Electric Shock: Ensure power supply has been cut off, then put the person in recovery position. • Allergic Reaction: Remove the allergens triggering the attack if possible. Lie the person down flat and monitor their condition until help arrives. CPR / First-Aid Training TAT managers are trained in first-aid and CPR. In addition: • First aid supplies are available to the trained first aid providers. • Emergency phone numbers are placed in conspicuous places near or on telephones, • Prearranged ambulance services for any emergency are available. TAT coordinates an emergency action plan with the nearest outsider responders such as the fire department, hospital emergency room, EMS providers and local HAZMAT teams, prior to opening. 16 SECTION 4 The GM will be provided information during training on how to communicate with the outside responders in the event of an emergency. Twice a year, TAT will provide CPR training, free of charge to any employee who is interested in obtaining these skills. All Managers will be required to maintain CPR and First-aid certifications. Cal/OSHA Training TAT’s GM and at least one other employee will acquire OSHA certification, as part of TAT’s comprehensive employee education. TAT owner, Avi Kahan, and VP of Operations are currently OSHA certified. Cal/OSHA training includes fire safety education, specifically with regards to exit routes, fire extinguisher use, fire prevention plans, and emergency procedures in the case of a fire or other workplace incident. TAT will incorporate Cal/OSHA safety guidelines to maximize workplace safety, including the following. • Providing easily accessible first aid equipment; • Implementing an Injury and Illness Prevention Program; • Inspecting premises regularly for potential hazards; • Promptly investigating workplace accidents; • Identifying and correcting occupational hazards; and • Enforcing employee compliance with company policies THE ARTIST TREE • EMERGENCY EVACUATION DRILL FORM Drill conducted by: First Name ________________________ Last Name _________________________ Contact Information: Phone: ___________________ Email: _____________________________________ Date and time: Month __________ Day _________ Year _________ Time _________ Notification method: Verbal __________ Phone ___________ Other __________________ Number of Employees participating # ____ Number of occupants evacuated # ____ Special conditions simulated (Describe) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ Problems encountered (if any) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ Weather conditions when occupants were evacuated _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ Time required to accomplish complete evacuation. Hours _______ Minutes _______ Supervisor ______________________________ Supervisor’s Signature ______________________ This document must be completed at the completion of the Emergency Evacuation Drill and shall be kept on file and made available to the City of Fresno Fire Department upon request. Proprietary & Confidential Information of TAT Fresno, LLC and Adamant Law Group, PC. Not For Publication. Section 5––––– Security Plan Proprietary & Confidential Information of TAT Fresno, LLC and Adamant Law Group, PC. Not For Publication. Section 6––––– Location 1 SECTION 6 6.1 Property Overview Property Description ––––– TAT has entered into a long-term lease agreement for the property located at 7835 N. Palm Ave., Units 102-103, Fresno, CA. The retail space is currently occupied by Mariner, a furniture and lighting store, which will be closing its operations permanently at this location in January 2021 as a result of COVID-19. We have selected this location, a beautiful 3,600 square foot retail showroom within the upscale and highly accessible Park Place plaza, as the ideal TAT Fresno location. Address 7835 N. Palm Ave. Unit 102-103, Fresno, CA 93711 APN 405-530-67 Zone CC – Community Commercial Neighborhood North West District Council District / Member 2 / Mike Karabassi Building Size 11,219 sq. ft. Lot Size 1.3 acres Unit Size 3,624 sq. ft. Available Parking 1000+ shared spaces Property Owner Park Place Retail Partners, LP TAT Liaison Larry Artenian Our proposed location is positioned between N. Palm Ave. and Gravel Haul Road in the Park Place shopping center. Park Place is a massive development providing shopping, dining, fitness, office space and entertainment to local residents. The building housing our units is 11,219 square feet. with our units 102-103 comprising 3,624 square feet. Park Place includes over 1005 parking spaces shared between commercial residents. Directly in front of our units, there are over 75 parking spaces available. To the right of our building, there is Popolo’s Pizza and to the left, a Wahoo’s Fish Tacos and a GB3 fitness center. 2 SECTION 6 Artistic Re-Design ––––– TAT’s innovative, gallery inspired aesthetic transports visitors into a world of art and cannabis exploration. From floor to ceiling art displays, custom built flower tables, museum quality display cases, unique art easels, and discrete security features, our retail stores are a work of art. All of TAT’s retail locations are inspired by a creative design prototype created by renowned architectural design firm, Retail Design Collaborative (RDC). RDC has over 40 years experience developing design driven retail storefronts and large scale shopping centers. Local Fresno architect Nicholas Crawford, of Crawford Architecture & Planning, used RDC’s concept as inspiration and applied it to the floor plans below. The design maximizes security, artfully displays products, showcases local art, and provides a welcoming customer experience. Lobby (235 square feet) WAITING ROOM DESIGN PROTOTYPE The front door of the facility leads into TAT’s bright and inviting Lobby, which provides space for queuing, sitting and viewing local art. A contemporary chandelier will illuminate the custom built, wood check in desk. TAT’s logo will adorn the wall. The Lobby will feature a floor to ceiling custom mural from a local muralist and comfortable seating. It will also feature educational touch screens mounted to the wall and rotating artwork displays. All persons entering the store must check in and present valid proof of age and medical patient eligibility (if applicable) to gain entry into the retail sales area. The double layer of entry through the front door and Lobby provides maximum security between the building’s entrance and all cannabis products. Only verified customers will be granted access to the sales floor via the “buzz-in” style security door per FMC § 9-3310(a)(4). Sales Floor (2,150 square feet) RETAIL SHOWROOM WITH ARTWORK BY MONICA AHANONU After going through the Lobby security checkpoint, guests will enter the retail showroom, which is designed to compliment the building’s exterior. TAT’s showroom is elegant and uncluttered, providing eye-catching product displays and numerous works of art. The open floor plan encourages customers to peruse the art while they explore our products. TAT’s Guides will assist customers with viewing and selecting products, providing detailed information on health benefits, effects, and consumption methods. Guides will input customer orders via handheld tablets. Wall mounted touch screens positioned throughout will provide self service ordering, product information, and educational content. The Sales Area provides an immersive shopping experience, uniquely combining art and a vast selection of cannabis products through the following components. 3 SECTION 6 Flower Tables FLOWER TABLE Cannabis flower will be displayed in four custom, free standing tables made of reclaimed lumber with steel legs. Each table will include product packaging, product information, and goblets, containing cannabis flower samples. The goblets will have built in magnification lenses, providing a detailed view of the flower within, and aroma holes to allow consumers to smell the product. The goblets will have security tethers and seals to prevent unauthorized removal of the flower. Each multi-level table can display up to 20 different types of flower. FLOWER TABLES AND HIGH COUNTERTOP DISPLAY (ON RIGHT) High Countertop Display The north side of the showroom will house a floor-to-ceiling High Countertop display. The display will consist of custom built-in metal shelves, wood cabinetry, and inlaid glass display counters. The area will be used to display edibles, vape products, topicals, tinctures, pet products, and merchandise. HIGH COUNTERTOP DISPLAY Countertop Display Cabinets Beautiful glass display cases will line the southern side of the showroom opposite the cashier area. The cases resemble those in a high end jewelry showroom or museum. Each case will be locked to secure the items within. Rotating works of art will be displayed on the walls above the display cases, creating an ever changing environment and promoting Fresno’s art community. ART BY GABE GAULT ON EASELS AND COUNTERTOP DISPLAYS Art Easels Our floor plan will feature four Art Easels, which will be integrated with an attached product display case. Each custom built Easel has a 6 foot x 4 foot metal frame, designed to showcase artwork from either side. The Easels are positioned throughout the showroom area to encourage customer flow, much like an art museum or gallery. 4 SECTION 6 Clone Room The centerpiece of TAT’s showroom will be a glass enclosed cannabis clone room. The fully enclosed display space will contain non- flowering cannabis clones at various stages of development to provide visitors with a close-up view of live cannabis plants. Some of the plants will be for display purposes only and others will be available for sale. Customers will only be able to access the interior of the clone room when accompanied by a TAT Guide. VIEW FROM INSIDE CLONE ROOM AT TAT WEST HOLLYWOOD Cashier Area (150 square feet) Customers will pay for and retrieve their orders at the Cashier area in the rear of the showroom. The Cashier area will house four registers and a glass display cabinet for accessories. It is connected to the back of house fulfillment area via a pass through window so that fulfillment team members can securely pass customer orders to our Guides. Back of House (Limited Access Areas) (805 square feet) The back of house (BOH) is accessible via doorways behind the Cashier area and is entirely a Limited Access Area. The doors will remain locked at all times and will only be used by TAT employees. BOH includes several individual areas all equipped with access control doors and card readers. In order to access each individual area, an employee’s access card must be specifically programmed for access to that space. Armored car personnel, vendors delivering cannabis products, and employees with appropriate security clearance will access the BOH through one of the two rear entrances to the building. TAT was designed with maximum security in mind and houses two vault rooms. The walls and ceilings of both vault rooms will be reinforced with steel to prevent entry by force. 1. Daily Inventory Vault (Order Fulfillment) (150 sq feet) - This secured room will contain only enough product necessary to fulfill orders for a single business day. It will be restocked once daily (or as otherwise required) from the Main Inventory Vault. Fulfillment employees will be stationed in the Daily Inventory Vault to process and package orders. They will pass completed orders through a narrow pass through window to the Cashier area for in store and pick up orders and through a pass through window to the Receiving area for delivery orders. 2. Main Vault (Secured Product Storage) (205 sq feet) - The Main Inventory Vault will contain the vast majority of TAT’s cannabis product inventory. Only management employees will have access to the Main Inventory Vault. 3. Manager’s Office (170 sq feet) - The Manager’s office will include desk and computer space and locked cabinets for storing records. It will also include a large monitor to display security camera footage from all areas of the facility and video surveillance storage devices. Only management personnel will have access to the office. 4. Receiving Fulfillment (80 sq feet) - In the Receiving/Fulfillment Area, TAT will receive incoming deliveries in a safe and secure manner. Vendors delivering goods will not have access to any other BOH areas. TAT Delivery Drivers will also pick up outgoing orders in the Receiving area. The Receiving Fulfillment area will also house our GAIACA cannabis waste storage bin. 5 SECTION 6 5. ADA Accessible Restroom (50 sq feet) - An ADA accessible restroom is available for employee use. It will be locked at all times pursuant to FMC § 9-3310(a)(6). 6. Employee Break Room (250 sq feet) - This area will be used for employee break periods and will contain lockers, a kitchenette, a table, and chairs. The Employee Break Room will also be used for employee training and group meetings. Exterior Building Design ––––– Our proposed property is located within the Park Place development, a 210,000 square foot mixed office and retail project in the Palm Bluffs regional development in North Fresno. When envisioning our façade, we took into account the overall clean, modern design of Park Place. While the current exterior of our premises is elegant and tasteful, in line with the overall aesthetic of Park Place, TAT will update it to give it a more artistic and modern appearance. TAT will give the stucco façade a facelift with the addition of wood cladding, adding texture and visual intrigue to our entryway. We will also replace the current awnings with dark green awnings in line with TAT’s brand color palette. We will use the large glass windows on our exterior to showcase rotating works of art. The artwork will add to the visual appeal of our premises while also shielding the interior of our showroom from public view. The muted color palette and understated design of the façade will compliment the surrounding architecture and prevent our store from being highly visible or attractive to youth. EXTERIOR DESIGN CONCEPT - THE ARTIST TREE, FRESNO 6 SECTION 6 Security Features of the Design TAT’s exterior windows are made of impact resistant glass with anti-graffiti coating and will be equipped with glass break sensors. Rather than entering through the front, carrying valuable products, vendors will enter through TAT’s secure back door into the receiving area. We will install HD surveillance cameras strategically on all interior and exterior areas of the building and additional lighting to maximize visibility and deter potential criminal activity. 6.2 Property Photographs Front View Close-up View 7 SECTION 6 6.3 (6.3.1) Premises Diagram ADAR.R.EMPLOYEELOUNGE/ TRAININGSTRUCTURALCOLUMNDAILY INVENTORY VAULT (Order Fulfillment)MAIN VAULT(Secured Product Storage)MANG.OFFICECHECKOUT RECEIVINGAREASTRUCTURALCOLUMN70 SF205 SF80 SF50 SF150 SF 150 SF 235 SF SALES FLOOR2,150 SFEMPLOYEELOCKERSSCULPTURE NICHE 250 SF22'-10"39'-5"8'-9"12'-0"6'-9"11'-7"9'-7"7'-0"20'-10"7'-0"13'-6"37'-8"20'-0" 20'-9"9'-8"8'-0"4'-10"2'-6"5'-5" 14'-6" 15'-5" 9'-9" 11'-0"8'-10"11'-8"5'-0"4'-4"5'-0"STRUCTURALCOLUMNLOBBY 4'-6"3'-0"8'-0"3'-10"STOREFRONT ART DISPLAY STOREFRONT ART DISPLAY ART D ISPLAY ART DISPLAYCEILING ARTART DISPLAYBACK LITCOLUMNS-TYP8'-10"4'-6"4'-2"4'-2"7'-0"3'-6"FLOWER TABLEART EASELSCOUNTER TOP CASESHIGH COUNTERTOP DISPLAY1234SHEET NOTES:11112222444444333333333CLONEPRODUCT DISPLAYHIGH-END MILLWORKSIGNAGE ENTRYMARQUEE WITH LEDLIGHTING4'-8"W-1 W-1 W-1 W-1D-1PROPERTY LINE PR O P E R T Y L I N E PROPERTY LINE PROPERTY LINED-1D-1 D-1 D-1D-1D-1D-1INTINTEXTEXTINTEXTEXTEXTEXTEXTADJACENT TENANT SPACE NOT IN CONTRACTINTINTINTINTINTEXTEXTEXTW-1W-1 W-1W-1 3'-6"D-1D-1D-1 D-1 ADJACENT TENANT SPACE NOT IN CONTRACT0 3 6 9SCALE BAR 1/8" = 1'-0"12 8 SECTION 6 Site Plan ADJACENT TENANT EXISTING BUILDING LOADING AREA ADJACENT TENANT NOT IN CONTRACT NOT IN CONTRACT 0 5 10 20 50 SCALE BAR 1/16" = 1'-0" 9 SECTION 6 exits, we have no reason to believe that our customers will cause any congestion issues that are uncommon to developments of this size. Entry and Exit Customers and employees will enter TAT’s retail store through the front main entrance of the building located southeast of Gravel Haul Road and parallel to the large parking lot. TAT’s rear entrance is accessible from the rear parking located directly behind the unit and accessible from Gravel Haul Road. The rear parking lot and entrance will be utilized by TAT Delivery Drivers and by vendors delivering products to avoid cannabis goods passing through areas where customers are located. Both entryways will be monitored by onsite security guards and 24 hour video surveillance and will be secured with commercial grade, electronic locking systems to prevent unauthorized entry, as fully described in our Security Plan (See Section 5). The rear doors will always be locked. Auxiliary Buildings There are no auxiliary buildings onsite. Adjacent Businesses TAT’s proposed property is bordered on one side by Wahoo’s Tacos and on the other by Poppolo’s Pizza. The surrounding businesses within Park Place include several eateries, personal care, and retail establishments. Parking Park Place, the development where TAT’s proposed property is located, has approximately 1005 parking spaces. When entering the main lot from Gravel Haul Road, visitors will find 22 parking spaces directly in front of our proposed location, units 102-103. Parallel to the storefront (or West) there is a parking lot with 161 additional parking spaces. Adjacent to our proposed building, there are another 219 parking spaces available. This is only a fraction of the parking spaces available within the Park Place complex. The number of parking spaces far exceeds those that would be necessary to accommodate TAT guests and staff at any one point in time. We estimate that guests and staff will require a maximum of 20 parking spaces at any one given time, considering our building capacity and number of staff. As Park Place has been built with considerable entrances and ADJACENT BUSINESSES AND PARKING LOT Proprietary & Confidential Information of TAT Fresno, LLC and Adamant Law Group, PC. Not For Publication. Section 7––––– Community Benefits and Investments Plan 1 SECTION 7 7.1 Social Responsibility Plan We define our brand ethos by three overarching terms: Curious, creative, and communal. We encourage curiosity through our expert cannabis Guides and through educational programming. We foster creativity by partnering with artists and showcasing their works. And, perhaps most importantly, we are communal by fervently supporting community groups through charitable endeavors. As a socially responsible business, we are committed to positively impacting the City Fresno. We will practice social responsibility in a variety of ways, as described in detail below. Philanthropic Responsibility ––––– TAT’s founding team has deep-seated philanthropic interests. As The Artist Tree has expanded over the past two years, we have met with multiple local governments to craft Community Benefit Plans and Development Agreements, incorporating our philanthropic and volunteer efforts. Through this process, we have witnessed first-hand how important our community benefit plans are for the community. Our team is composed of true community advocates, and we deliver on what we promise. We created our Community Benefits Plan (CBP) specifically for the City of Fresno and as part of our philanthropic responsibility to the local community. It includes collaborations with: • the City; • Community and Civic organizations; • Community groups; • Social service organizations; and • Local nonprofits. Philianthropy Charitable Giving Volunteering Pro Bono Legal Services Social Equity Incubator Environment Sustainable Practices Zero Waste Plan Encourage Green Transportation Public Health & Education Youth Education & Use Prevention Free Wellness Events Onsite Seminarts Ethics Art for Social Justice Responsible Business Operator Diverse & Inclusive Hiring Social Responsibility 2 SECTION 7 While our primary focus is on promoting local arts, our philanthropic endeavors expand far beyond the arts, as we realize there are a plethora of community-based organizations who greatly need support. In particular, TAT will support organizations that provide food resources for low income individuals, employment assistance, and services for seniors and veterans. TAT’s Community Benefits Team ––––– TAT’s Community benefits team includes owners and members of its Executive Team, Advisory Team, and Community Coalition. TAT Executive Team member, Courtney Caron, will serve as TAT’s Community Affairs Director. Courtney spent nearly a decade living in Fresno and has forged many relationships with organizations in need. Courtney is passionate about giving to the community, and assists TAT with developing Community Benefits Plans and Development Agreements in each of their locations. TAT owners Larry Artenian and Lauren Fontein will work directly with Courtney to implement TAT’s CBP in Fresno. TAT’s Advisory Team members, Elizabeth Jonasson Rosas and Marie Slater, are local philanthropists. Elizabeth Jonasson Rosas is the Strategy and Communications Officer for Fresno Economic Opportunities Commission (FEOC) and a member of the Fresno Unified School District (FUSD) Board of Trustees. Marie Slater has been an educator in the FUSD for over 40 years. Both will advise TAT on the most powerful ways to serve the community. Lastly, TAT will rely on their Community Coalition (described below) to build and implement a truly one-of-a- kind Community Benefits Plan unlike any other cannabis business in the industry, truly fulfilling our philanthropic responsibility to the City. Examples of TAT’s Philanthropic Responsibility ––––– TAT TEAM WITH MEMBERS OF PROJECT ANGEL FOOD AND CITY COUNCIL TAT’s CBP is not merely a set of goals, it is an extension of our current philanthropic efforts. Throughout long tenures as business owners, we have continually worked with neighboring communities to meaningfully give back. Art, elevated We have provided local artists with a powerful forum for reaching art enthusiasts when they may not have otherwise had a venue for displaying their works. We have enriched the art communities surrounding our existing locations, like West Hollywood. We encourage customers and members of the public to view and purchase the artwork through our staff, social media, website, and other marketing channels. We facilitate the sale of each piece, and each artist receives 100% of the money we collect. In the past year, the artwork in our West Hollywood location has been seen by thousands of visitors, and we have successfully facilitated the sale of dozens of pieces. For example, as a result of TAT’s efforts, artist CodyTheCreative has sold multiple pieces of his art. See the following message from Cody regarding our art program. 3 SECTION 7 4 SECTION 7 TAT promotes all forms of art, not just artwork we can physically display in our store. We host Artist Sessions, a live stream series promoting up-and-coming artists. In our West Hollywood space, we planned several events to showcase local performers and wellness instructors. When COVID began, we transitioned our programming into a series of virtual events. We have sponsored numerous musicians, comedians, DJs, and yoga instructors, helping each connect with an audience in a time when many are struggling to find work. Reducing Food Insecurity TAT’s founders are also passionate about providing food resources for those in need. As part of our West Hollywood launch, The Artist Tree West Hollywood donated a portion of sales, totaling $2,500, to Project Angel Food, an organization that provides meals to individuals with debilitating illnesses. In June, TAT WeHo donated $1600 which is equivalent to over 6,500 meals to the Los Angeles Regional Food Bank as part of its “Shop to Stop Hunger” campaign. On an ongoing basis, TAT donates 1 meal to Feeding America for every Artist Tree brand preroll we sell. TAT WeHo also hosted a food drive on November 20, 2020, encouraging customers to donate by offering a preroll for a penny with every donation. We successfully collected 160 donation items. Our founders have also volunteered for Food Forward and Cooking Matters, and they regularly donate to the Los Angeles and North Hollywood Regional Food Banks. TAT will continue similar charitable efforts in Fresno, as detailed below, and we have already begun our efforts to reduce food insecurity in the area. 5 SECTION 7 For life. For love. For as long as it takes… April 23, 2020 The Artist Tree 8625 Santa Monica Blvd. West Hollywood, CA 90069-4109 Attn: Lauren Dear Lauren, In uncertain times, acts of generosity and goodwill highlight our shared humanity as we work together to protect our most vulnerable neighbors. Your recent gift of received on 12/20/2019 ensures that Project Angel Food can face COVID-19 head on, continue uninterrupted service, and provide three weeks-worth of emergency food supplies to every single one of our 1,600 clients. With your support we are able to care for our clients who are primarily over 60, battling at least one serious illness, and therefore most susceptible to COVID-19. Now more than ever, our meals are the difference between escalating illness and healing with hope and we are deeply grateful to you! Clients like Victor B. who has been on service with us for six years and recently celebrated his 62nd birthday shared; “Wow! I wasn’t even certain there would be a delivery today, which would have been understandable. But there was all the wonderful regular meals and fruit and an abundance of snacks. Each one was so very kind and appreciated. Please know that all of you deliver profound nourishment and spirited sustenance.” For your records our tax id number . No goods or services were received in return for this donation. Thank you again for being part of the heart and caring that is the very essence of our mission at Project Angel Food. Thank you so much for raising money for Project Angel Food and we look forward to working with your organization in the future. With warmest regards, Richard Ayoub Executive Director P.S. Project Angel Food cannot close. We must overcome the obstacles and unexpected expenses of the COVID-19 crisis and continue our lifesaving service. And although we have temporarily suspended volunteers in the kitchen and had to hire out-of-work restaurant chefs to prepare and deliver meals, you can still help by sharing this donation link www.angelfood.org/covid19 with friends, family, and social media. 6 SECTION 7 Charitable Giving in Fresno TAT owner Larry Artenian is a lifetime resident of Fresno. Throughout his residency, he has donated to charitable organizations in the area. Like the other TAT team members, Larry is passionate about helping those in need, and in particular, those struggling to afford food and stable housing. On an annual basis, he contributes to the Central California Food Bank (CCFB), which gathers and supplies food to distribution centers throughout Fresno County. Larry also donates annually to Fresno Mission, which provides support services to homeless men, women and children. This fall, TAT also made a financial contribution to the CCFB to help provide Thanksgiving meals. TAT’s Community Affairs Director, Courtney Caron, has been involved in numerous nonprofits throughout Fresno County, including volunteering at multiple elementary school after-school programs promoting arts education in schools. Courtney formerly taught math and science at Sequoia Middle School. This fall, she recognized that the school’s performing arts department was greatly in need of dance equipment. On behalf of TAT, she procured and donated ballet bars and other dance equipment to Sequoia’s dance program to advance performing arts in the City. TAT will continue to provide financial support, volunteer services, and in kind donations to nonprofits in Fresno, including the CCFB, Fresno Mission, youth programs, and performing arts programs, as described below. 2309 Tulare Street Fresno, CA 93721-2287 www.fresnounified.org DONATION ACKNOWLEDGEMENT LETTER October 3, 2019 Federal Tax ID: {/ /Donor_Name} } Dear {/ /Donor_Name}, Please accept this letter as confirmation of Fresno Unified School District’s gratitude and acceptance of your gracious donation.On behalf of the Board of Education, I wish to express the District’s appreciation for your gift and for your interest in the needs of our District. You are making a difference in the lives of our children and our community. A staff member of the recipient department/program will contact you to coordinate receiving of your donation. Donated Item(s) Details: Item(s):{/dataset/ _Item_s_} Total Donation Value: Site/Program:{/dataset/Drop_down} Donor Check No. For questions regarding your donation,please contact the District’s Purchasing Department Office Supervisor at (559) 457-3588. Thank you for contributing and for making each day count for our students. Sincerely, Robert G. Nelson, Ed D. Superintendent, Fresno Unified School District cc:{/dataset/Recipient_School_Site_Department} Attachment: Board Policy for acceptance criteria BOARD OF EDUCATION Keshia Thomas, President Valerie F. Davis, Clerk Claudia Cazares Genoveva Islas Elizabeth Jonasson Rosas Carol Mills, J.D. Major Terry Slatic USMC (Retired) SUPERINTENDENT Robert G. Nelson,Ed.D.Preparing Career Ready Graduates Monetary_Donation Visual and Performing Arts Sequoia Middle November 30, 2020 Dear Courtney Caron, Esq., Courtney Caron, Esq. XXXX 7 SECTION 7 Developing TAT’s Community Benefit Plan ––––– We will solicit input from the City and the community to finalize our CBP. Upon being selected by the City as eligible to apply for a commercial cannabis business permit (CCB), TAT will follow the steps listed below to develop our final CBP. Step 1 - Build a Coalition TAT has enough experience building CBPs to know that we can neither build nor implement a plan alone. Our first step is to build a Community Coalition so that a wide range of community members can help shape our plan. Our Coalition will include individuals representing a cross- section of non-profit organizations, civic groups, and City staff. As a start, we have identified the following people who we believe would make excellent partners. We are in the processes of reaching out to each individual to assess their interest in serving on our coalition. Should one of the following people be uninterested, we will ask for a suggested replacement. With so many qualified community members, we are confident our coalition will truly represent the needs of the community. • Tyler Mackey, Executive Director of Tower Marketing Committee: Mr. Mackey oversees and brings together all of the businesses in the Tower District. Tyler will provide insight into ways TAT can support performing arts venues and art events in the Tower District. • Lilia Gonzalez Chavez, M.A., Executive Director of Fresno Arts Council: As our focus revolves around the art community, Ms. Gonzalez will guide us on ways to support Fresno’s arts community. • Cyndie Luna, Faculty Lead for Fresno City College’s Art Department: Ms. Luna will help us identify the needs of up-and-coming artists at the start of their careers. • Mar tin R. Valencia, Faculty Lead for Fresno State’s Art Department: Mr. Valencia will help us identify the needs of up-and-coming artists at the start of their careers. • Julie Olson-Buchanan, Chair of the Board of Directors of the Central California Food Bank: Ms. Olson-Buchanan will offer insight on the needs of local food pantries and households struggling with food insecurity. • David Rose, Director of Fresno County’s Veterans Services: Mr. Rose will provide TAT with a better understanding of the needs of Veterans in the Fresno area and identify ways TAT can give back to the community’s veterans. • Diane Carbray, President/CEO for the Boys & Girls Club of Fresno: The Boys & Girls Club offers a program on Healthy Lifestyles. Ms. Carbray can provide valuable insight to TAT for teaming up and implementing our Youth Education and Use Prevention Plan. Step 2 – Gather Input After developing the Coalition, TAT will gather input from each Coalition member to identify various ways we can provide benefits to the City. Fresno is a diverse community with a population of 531,576. The diverse population includes residents identifying as Hispanic (32.7%), White (Non-Hispanic) (27.3%), Asian (Non-Hispanic) (13.9%), Other (Hispanic) (12.9%) and Black (6.25%). Of the 166,758 households in Fresno, the median household income is $49,813 which is below the national average and significantly below the average for California. The university graduation rate is low at 21.6%, significantly less than both the national average and state average, and this aligns with a lower than average rate of high school graduation at 76.7%. Approximately 26.9% of the population lives under the poverty line. The City of Fresno is home to approximately 2510 homeless individuals and 19,449 veterans living in Fresno. These statistics will provide guidance as we identify organizations and individuals most in need of assistance. 8 SECTION 7 Step 3 – Community Assessment (Open House) In addition to input from the Coalition, TAT will host a community open house to gain comprehensive insight into the individual interests of the local community. In order to spread the word about the open house, we will ask each Coalition member to share the information with their constituents or the members of their respective organizations. Additionally, we will send a letter to all neighboring businesses and residences within a 1000 sq. foot radius of our proposed property. Step 4 - Identify Community Priorities Following the open house, TAT will take the list of community concerns and work with the Coalition to prioritize them. We will discuss specific, achievable ways that we can provide assistance to address the highest ranking concerns. For example, if the coalition identifies a need for homeless services, TAT will plan specific giving campaigns to serve Fresno’s unhoused population. Step 5 – Finalize CBP We consider our entire CBP process a collaboration with the City. Based on the insight and requests of the Coalition and community members, TAT will create a comprehensive CBP, which will detail specific giving campaigns, in kind donations, in store programming, and volunteer hours. TAT will subsequently meet with City officials for approval and will make adjustments to the plan based on their input. Step 6 – Plan Implementation and Monitoring The most rewarding step in our CBP process is implementation. TAT will be accountable to the coalition and the City to fully implement the terms of the CBP, and we will begin implementing the plan as soon as permissible. Based on City and community feedback, we will revise and improve the plan on an annual basis. Methods of Contribution ––––– We will implement our CBP in the following ways: • Volunteer Hours • In-kind Donations (Drives) • Financial Contributions • Organizing Community Events Volunteer Hours ––––– TAT’s owners set an example for employees by committing hours of their own time volunteering. To encourage employees to follow suit and give through volunteer work, TAT will offer all employees paid time off when volunteering. TAT will identify specific volunteer opportunities for employees, including the following organizations. • Tree Fresno: To promote the goals of our Sustainability Plan (see Section 7.1.2 below), TAT will sponsor volunteer time planting trees each June with Tree Fresno, a nonprofit that has planted nearly 50,000 trees since 1985. Not only will the trees beautify the area, but they will improve air quality and lower greenhouse gases. • Central California Food Bank: TAT’s ownership team will continue their commitment to providing food to all those in need in Fresno. As of 2018, Feeding America reported that 15.2% of families and 22.9% of children were food insecure in Fresno County. In light of COVID-19, Fresno County is facing an increased need for food resources. To help provide food to Fresno’s residents in need, TAT will provide volunteer hours to the Central California Food Bank (CCFB) to help to sort and allocate donated items. TAT has already begun providing financial support to the CCFB and will continue to foster its relationship with CCFB by making additional financial contributions, hosting non-perishable food drives and providing volunteers. • Fresno Barrios Unidos: Fresno Barrios Unidos provides valuable Health Education to youth in the community. We look forward to volunteering our time with Fresno Barrios Unidos and expanding the remarkable Health Education program presently offered, by including our Youth Education and Use Prevention Plan (described below). 9 SECTION 7 In-Kind Donation Drives ––––– We have found that in-kind donations are just as valuable and often more meaningful than monetary donations. Each year, TAT hosts in-kind donation drives at its locations across California, including holiday toy drives and seasonal food drives. For example, TAT WeHo recently hosted a pre-Thanksgiving food drive and participates annually in the City of West Hollywood’s holiday toy drive, encouraging customers to donate by offering discounts to those who make donations. With guidance from the Coalition and the City, we will make our own in-kind donations and will host donation drives at our retail store in Fresno, benefiting local organizations in need, including the ones below. We will offer a 10% discount to all customers who donate. • Fall Food Drive: To prepare for the winter months, each September, we will host a non- perishable food drive to help reduce food insecurity in Fresno. We will donate all items collected to the Central California Food Bank and Fresno Mission. • Holiday Toy Drive: Teaming up with Poverello House, Fresno Mission, Fresno County Toys for Tots - United Way, and Marjaree Mason Center, each December we will host a toy drive to gather holiday gifts for Fresno families in need. 10 SECTION 7 Financial Contributions ––––– TAT has committed to donating a minimum of 1% of gross revenues to fund our Community Benefits Plan, totaling $126,804 to $182,935 annually as our business grows. We will dedicate a portion of our CBP budget to the following organizations and causes. • Supporting Local Artists: TAT’s art centric business model promotes local artists and advancement of the arts, which are also important needs within the City of Fresno. In addition to displaying local art for sale, TAT will support a variety of artists and art related organizations. TAT’s Fresno location will include commissioned murals from regional artists and will host performances from local performers as in our West Hollywood location. • Fresno Arts Council: The Fresno Arts Council provides financial support, services, and other programs to cultural arts organizations, individual artists, and the city’s residents with the mission of enriching the community through the arts. TAT will work directly with the Arts Council to promote its mission. TAT has begun working with the Council’s Executive Director, Lilia Chavez, to identify ways TAT can support the Council. –Ar tHop: Ms. Chavez provided the opportunity for us to become an ArtHop sponsor. ArtHop is a bi-weekly art festival and Fresno County’s largest free art event. Organized by the Arts Council, ArtHop features a plethora of art exhibits and performances at locations throughout the City. The Arts Council seeks annual sponsors to fund the costs of promoting the event, including $2,500 for printing and distributing brochures throughout the city. TAT will sponsor the printing of the brochures to alleviate this expense from the Council’s yearly budget. –Teaching Artist Program: Because, government funding for art programs in schools has steadily declined, public schools, and particularly elementary schools, lack funding for arts classes. In response, the Arts Council has developed a Teaching Artist Workshop program. The program trains artists from the local community, Fresno City College, and Fresno State University so they can become credentialed to teach art at local public schools, enabling the artists to earn an income while practicing their craft. TAT will help promote arts education in schools by sponsoring the Teaching Artist program, providing monetary support for training expenses and materials. • Rogue Performance Fresno: Rogue Performance Fresno connects independent artists and audiences through an annual festival featuring theatre, music, dance, spoken word, performance art, puppetry, physical theatre, and magic acts. Rogue Festival champions open access to performance opportunities for all people TAT will provide monetary support to Rogue Performance Fresno and offer to host a pre- festival event at our storefront. • Fresno Mission & Poverello House: The City of Fresno, and particularly the downtown area, has been struggling with increased homelessness. TAT seeks to provide resources to the homeless population so they may receive food, shelter, and permanent housing. TAT will work with Fresno Mission, a shelter and substance abuse recovery program for homeless individuals, and Poverello House, a non-profit that provides food, shelter and clothing to unhoused individuals. TAT endeavors to build strong and lasting relationships with these notable organizations and to reduce homelessness across the City. 11 SECTION 7 • Supporting Seniors: TAT strives to connect with the senior community and to provide information and resources on the many health benefits of cannabis. In our existing locations, we see a significant portion of customers over the age of 60, who see cannabis as a safe remedy for pre existing health issues. TAT will work with Agewell Fresno and the Senior Resource Center, to help sponsor education, wellness services, meals, and support services for seniors. We will also provide a permanent 10% discount to all seniors for products at TAT (as in our current stores). Organize Community Events ––––– TAT, by design, is a social and collaborative atmosphere. We encourage visitors to explore our showroom and peruse our carefully curated cannabis products while surrounded by the creative stylings of local artists. Our store will be naturally suited to host community events, including the following lectures, art events, training sessions, and wellness classes. Community Lecture Series We will schedule a monthly lecture series covering a variety of topics both cannabis and non-cannabis related. For example: • Keeping our Community Safe • Cultivating Cannabis at Home • Careers in Cannabis • Sustainability • Racial equality in the cannabis industry Opening Month Art Contest During our opening month, TAT will host a contest, featuring all of the artists we have selected for our initial exhibit. Members of the community will have the opportunity to view all of the art in the exhibit, either in store or online, and vote for their favorite piece of art. The winner of the contest will receive the opportunity to host his or her own art showcase at TAT. Cannabis Training Workshops To support local equity, TAT will work with the City to provide workshops and training for local residents interested in operating cannabis businesses. In addition to our Teach and Train program, which prepares community members for cannabis employment, we will expand our training to include workshops for community members interested in cannabis business ownership. Please see section 7.3 for more information. Wellness Classes TAT will offer free live stream wellness classes, including sound bath, meditation, and yoga classes taught by professional wellness instructors. In connection with the classes, we will provide education on ideal products for healing and relaxation, such as CK Soul CBD tinctures and CODA Signature bath bombs. Artist Sessions We will showcase up-and-coming local performing artists through our Artist Sessions programming. Each month, we will select a musician, DJ, comedian, or other type of performer to appear in store for a live performance. TAT will pay performance fees to the artists to help support them in their artistic endeavors and will promote the performances through our customers, website, and social media channels to connect the artists to a large audience. Below, please see our proposed Community Benefits Calendar, which provides an overview of our planned giving campaigns and events. 12 SECTION 7 January February March Fresno Center for Nonviolence Monthly Focus Safety Awareness Lecture Series Keeping our Community Safe Community Participation Annual Fresno Women’s March Giving Goal Sponsor and Attend March Habitat for Humanity of the Greater Fresno Area Monthly Focus Community Involvement Lecture Series Careers in Cannabis Community Participation Staff Volunteers in Team Build Day of Service Giving Goal Sponsor Local Project and Volunteer for Team Build Day of Service Lincoln Training Center Monthly Focus Supporting Local Veterans Lecture Series Cannabis Use for Veterans Needs Community Participation Affair of the Heart Giving Goal Sponsor and Attend Celebration April May June Fresno Art Council Monthly Focus Supporting Local Artists Lecture Series Art in the Central San Joaquin Valley Community Participation 8th Annual Arts Alive in Agriculture Art Show Giving Goal Sponsor and Attend Art Show Central California Food Bank Monthly Focus Food Security Lecture Series Healthy Eating on a Budget Community Participation Annual Hunger Heroes Campaign Giving Goal Sponsor Competition Tree Fresno Monthly Focus Sustainability Lecture Series How to Become Zero Waste Community Participation Community Tree Planting Event Giving Goal Sponsor and Attend Community Tree Planting Event July August September The Leukemia and Lymphoma Society Monthly Focus Cancer Awareness and Research Lecture Series Alternative Medicine Uses Community Participation Man/Woman of the Year Fundraiser Giving Goal Sponsor and Attend Fundraiser Resources for Independence Central Valley Monthly Focus Disability Awareness Lecture Series Acceptance and Diversity Community Participation Annual Recognition Dinner Giving Goal Sponsor and Attend Dinner and Auction Valley Teen Ranch Monthly Focus Empowering Youth Lecture Series Youth Education and Use Prevention Community Participation Annual Celebration Auction Giving Goal Sponsor and Attend Auction October November December Off the Front Monthly Focus Physical Wellness Lecture Series Creating an Exercise Routine Community Participation Volunteer at Bike Repair Event Giving Goal Donate Bicycles and Volunteer at Bike Repair Event Valley Animal Center Monthly Focus Adopt a Senior Pet Month Lecture Series Focusing on the Family Community Participation Annual Furry Fall Festival Giving Goal Sponsor Shelter Pet Adoption Fees Poverello House Monthly Focus Housing Security Lecture Series Volunteerism and its Impact Community Participation Toy Drive Giving Goal SSponsor and Collect Toys for Toy Drive 13 SECTION 7 Ethical Responsibility ––––– Social Justice TAT celebrates art as a form of self expression and a powerful force for positive social change. We use our unique platform for showcasing artists from all backgrounds to promote diversity and inspire customers to join the fight for social justice. Through our rotating exhibits, we will highlight timely social issues and different points of view to encourage discussion, positivity, and understanding. For example, in support of the Black Lives Matter movement, TAT WeHo launched a special art exhibit featuring a collection of works by black artist Gabe Gault. The pieces in the exhibit expressed Gault’s experiences and identity as a Black American man, highlighting influential figures who have made a positive impact on our culture: Mohammad Ali, Jimi Hendrix, Nipsey Hussle, Yayoi Kusama, Spike Lee, Blake Leeper, Ai Weiwei, and Cornell West. A portion of the proceeds from the sale of each piece was dedicated to nonprofit organizations that promote social justice and racial equality, such as the NAACP Legal Defense and Education Fund, Black Lives Matter, and the ACLU. Similarly, our Pride Month LGBTQ+ Heritage Past, Present, Future exhibit presented an inclusive view of LGBTQ+ issues, touching on discrimination, identity, culture and history. The exhibit included works from LGBTQ+ artists Hunter Reynolds, Chris Russo, Johnny Cubert White, and Victor Wilde. We will work with Fresno’s art community to design exhibits that reflect important issues facing the City at large and to promote artists from marginalized groups. ARTWORK BY CHRIS RUSSO FROM LGBTQ+ HERITAGE EXHIBIT Compliance with State and Local Law ––––– TAT’s owners, including Fresno resident Larry Artenian and Cliff Tutelian, are committed to operating in a way that will promote public safety and benefit the City. Our ethical responsibility to the City of Fresno includes strictly complying with all local and state cannabis laws, including operating procedures, inventory control, product safety, tax reporting, security measures, and more as detailed in Section 1. 14 SECTION 7 Employment Plan ––––– TAT is an equal opportunity employer, and we seek to employ individuals from all backgrounds, especially those that are often underrepresented in the general population. We adhere to all local, state and federal regulations associated with hiring practices. TAT will provide full time employment opportunities to local Fresno residents, in particular, those who meet the City’s Social Policy criteria outlined in FMC § 9-3316(b) (1) (“Priority Applicants”). As described in Section 2, TAT has a detailed plan in place to partner with the FEOC to identify Priority Applicants and to prepare them for employment at TAT. To reach additional individuals who may be struggling to find employment, we will market employment opportunities through local nonprofit and community organizations that serve low income groups, disabled individuals, and those who have been disproportionately impacted by prior cannabis laws. We will team up with Fresno Regional WDB Workforce Connection, Lincoln Training Center, Fresno City College Career Center, Fresno State University Career Center, and Owens Valley Career Development Center. • Cannabis Industry Training: TAT will host free “Teach and Train” employment workshops (see Section 2: Social Policy and Local Enterprise) to individuals interested in learning about the cannabis industry. The workshops will cover general information about cannabis and cannabis laws, and specific information about job employment at TAT. Individuals that attend our Teach and Train program will receive priority when applying for a position at TAT. Our policies on hiring and advancing employees within our company are driven by our commitment to diversity and inclusion. We will treat all team members equally, from entry level positions through management and even ownership. By way of example, please see the chart below, outlining the diversity of our company at the time of this application. 7.1.1 Expungement Clinics and Outreach Services TAT owners/operators Larry Artenian, Lauren Fontein, and Courtney Caron are passionate attorneys with a track record of pro bono work, and they are uniquely equipped to provide free expungement clinics and other legal services to Fresno residents. As long time members of the cannabis community, TAT’s ownership team understands the challenges faced by individuals with prior convictions for nonviolent cannabis related crimes. We are excited about the opportunity to help Fresno residents get a clean slate through the following methods. ARTWORK BY GABE GAULT AT TAT WEST HOLLYWOOD 15 SECTION 7 San Joaquin College of Law (SJCL) Expungement Clinic ––––– Larry is a law professor at San Joaquin College of Law, where he met Courtney, a former graduate. TAT will help organize and fund an Expungement Clinic at SJCL to serve community members with a cannabis related crime on their record. Courtney is working with SJCL Dean, Jan Pearson to establish the clinic. As a current professor at SJCL, Larry will serve as the faculty advisor for the clinic. The clinic will include quarterly sessions open to the general public. Supervised law students will pair up with pro bono attorneys who specialize in criminal record expungement to help Fresno residents get their prior nonviolent cannabis criminal records expunged. Courtney has extensive experience volunteering at clinics as a pro bono attorney, as she has been volunteering at the LGBTQ Gender and Name Change Clinic for Bet Tzedek for years. Lauren has also represented pro bono clients to establish permanent residency status and in conservatorship, landlord-tenant, and labor matters. With Courtney’s guidance, TAT will mimic the structure of the Bet Tzedek clinic when crafting our SJCL Expungement Clinic. Drawing on the resources of SJCL and TAT’s highly motivated legal team, TAT will effectively provide expungement services to community members in need. Larry, Courtney and Lauren are all practicing attorneys and will be available to volunteer their time at the clinics. In order to identify individuals who may benefit from the clinic, we will utilize archives at the Superior Court to search for individuals who were convicted of nonviolent cannabis crimes. Additionally, utilizing Justice Portal, we will search by conviction to identify eligible individuals. We will reach out to presiding judges with the goal of reaching those most in need of our pro bono expungement services. We will also seek out other legal service organizations and nonprofits in the area and provide them information regarding TAT’s clinics so they may refer clients seeking expungement services. Donation to Clean Slate Program ––––– TAT will also support Fresno County’s Clean Slate Program. The Clean Slate Program, is a reentry program that provides free legal services to indigent and low-income individuals convicted of offenses in Fresno County. TAT has reached out to the Clean Slate Program to inquire about opportunities to provide financial assistance and is prepared to donate to the program in connection with our store launch. TAT is also ready and willing to rally up the lawyers within our organization to volunteer and provide pro bono services for the Clean Slate Program. 7.1.2 Environmental Responsibility FRESNO COUNTY BLOSSOM TRAIL Sustainable Business Model ––––– Applicable Law: California: Cal. Code Regs., tit. 24 (“CALGreen”); 16 CCR § 5002, § 5010; 14 CCR § 17850; Cal. Bus. & Prof. Code § 26055(h); Assembly Bill 32: California Global Warming Solutions Act; Senate Bill 375: Sustainable Communities Act; Division 13 of the Public Resources Code, California Environmental Quality Act (“CEQA”). 16 SECTION 7 Commitment To The Environment ––––– Surrounded by the San Joaquin Valley, the most productive agricultural region in the nation and the world, Fresno’s unique geographic landscape is a reminder of the importance of operating our business in harmony with nature. TAT will conserve natural resources and minimize our carbon footprint within the City of Fresno, Fresno County, and the San Joaquin Valley. Green Building Design ––––– Our building design, while artistic, is crafted to utilize natural resources to save energy and reduce waste, as detailed further below. In designing site plans, we followed the Fresno General Plan Energy Efficient Building Policies, the GGRP, CEQA Consistency Checklist, and the CALGreen Building Code. TAT will work with the City to conduct a business energy assessment and devise a highly energy efficient building. In renovating our space, we will install energy efficient lighting, solar panels, and plumbing for water reuse. We will source eco- friendly materials for our interior to the fullest extent possible, such as bamboo flooring and fixtures made of sustainable materials, such as recycled glass and plastic and reclaimed wood. Environmental Impact on the City ––––– We recognize that the City is conscious of the environmental impact new businesses may have on the City and surrounding communities. TAT is operating sustainably and in compliance with CEQA, as required by the state of California and the City of Fresno (16 CCR 5010 and FMC 9-3317(d)). We have tailored the sustainability plan we employ in our other locations to the City, and, specifically, to Fresno’s 2014 Greenhouse Gas Reduction Plan and 2020 GGRP Plan Update (collectively, “GGRP”). TAT will utilize the greenhouse gas reduction strategies outlined in the GGRP: • Land Use and Transportation • Transportation Demand Management • Energy Conservation in New and Existing Buildings • Water Conservation • Waste Diversion and Recycling and Energy Recovery Pursuant to Fresno’s Development Project Requirements, TAT will work with the City and follow the GGRP Consistency Checklist guidelines. Below is a summary of the various ways we will protect the environment, reduce our carbon footprint, and help meet the GGRP goals. Land Use ––––– TAT is strategically located in a commercial main street zone. The building is designed at the pedestrian-scale and offers convenient pedestrian and bicycle access to discourage vehicle trips. Transportation Demand Management ––––– Encouraging Sustainable Commuting • Alternative Transportation Program: TAT is located within walking distance of the SW Ingram Nees and SW Locust Palm Fresno Area Express Bus Stop to encourage customers and employees to use public transit. TAT will partner with ride-share companies to drop off and pick up customers at our business. We will also install bike racks behind our building to encourage customers to commute via bicycle or scooter. • Delivery Vehicles: We will utilize a fully electric car as our delivery vehicle to minimize carbon emissions. • Team Member Reward Program: We will offer rewards to team members who engage in environmentally friendly behaviors. For example, if team members carpool, ride a bicycle, or take public transportation to work, they will be entered into a monthly drawing to win a $250 TAT gift certificate. 17 SECTION 7 Energy Efficiency ––––– Working directly with the property owner, TAT will retrofit our facility with energy efficient electrical and plumbing systems. • Self Generation Using Solar Panels: TAT will work with the landlord to install solar panels on the building to provide us with 100% green energy. • Energy Efficient Lighting and Equipment: TAT will work with Pacific Gas and Electric (“PG&E”) to ensure the most efficient and cost-effective means of providing electricity to our facility. We will install energy efficient LED lights, and we will utilize daylighting to reduce energy use. Equipment (such as computers, refrigerators, kitchen related equipment, registers, POS equipment) will all include the most current energy efficient technology. TAT will install automatic bathroom lighting, faucets, and hand dryers. The Manager’s Office will also have automatic energy efficient lighting. • Climate Control System: We will consult with a mechanical engineer to devise the most energy efficient system possible, taking into account (1) indoor air quality; (2) odor control; (3) energy consumption; (4) greenhouse gas emissions; (5) regulatory compliance; and (6) climate. Should carbon emissions be a concern, TAT will employ additional procedures to offset any carbon emissions. • Close Room Environment: TAT will use a closed room environment to minimize our electricity costs. A closed room environment does not exchange air with the outside of the building and limits the electricity associated with the cooling of external air. In addition to saving energy, closed room environments also prevent odors from escaping our premises. We will regularly maintain TAT’s climate control and HVAC systems to ensure continuously efficient operations and to reduce energy consumption and energy costs. We will also install an energy-efficient or tankless water heater and insulate the first three feet of heated water exiting the water heater. • Management Systems and Energy Audits: We will consider installing a Building Management System (BMS) or Energy Management System (EMS), incorporating elements such as sub-meters inside the building to collect power usage data. Water Conservation ––––– TAT’s will install water efficiency upgrades to our building. TAT will add automatic faucets, set with a timing mechanism to control the flow of water, in all restrooms and break rooms. We will also add water- wise landscaping, utilizing drought resistant greenery and watering techniques per the City’s Water Efficient Landscape Standards (FMC § 6-522). Waste Diversion and Recycling And Energy Recovery ––––– ● Supporting “Green” Suppliers: As in our existing stores, TAT will source its products from growers and manufacturers who follow environmentally friendly practices, such as the brand Source, which is Clean Green Certified. When selecting products, we will follow a careful vetting process to ensure our products are pesticide free and eco- friendly. For example, TAT will seek out cultivators that utilize solar energy, rainwater collection, living soil, and chemical free pest control, such as Canndescent, which cultivates in the cannabis industry’s first commercial-scale solar powered facility and uses organic pest control. SOURCE - A CLEAN GREEN CERTIFIED BRAND 18 SECTION 7 ● Use of Safe & Efficient Building Materials: We will source eco-friendly materials for our interior to the fullest extent possible, using reclaimed wood flooring and fixtures made of sustainable materials, such as recycled glass and plastic. ● Zero Waste Plan: TAT will reduce waste throughout the facility by recycling and reusing whenever possible. With the guidance of TAT owner and recycling expert, Aviv Halimi, we plan to achieve a 25% landfill rate upon commencing our business, with a goal of reaching a 0% landfill rate by 2023. We will place recycling bins in the team member break areas, office areas, and where inventory is sorted to ensure that all recyclable waste is identified and disposed of properly. ● Use of Recyclable Materials/ Closed Loop Recycling: We will source products from suppliers that use recycled packaging and materials, such as Ocean Cannabis Co., which creates its packaging from recycled ocean waste. We will also work with Encore Recycling, a company that collects, washes, and recycles the hoop house plastic used in growing cannabis, to recycle cannabis product packaging. ● Packaging Return Incentive Program: TAT will offer an incentive program for customers that bring back their used packaging and send it to Encore to be recycled again – truly closing the loop. Each time a customer returns product packaging or used vape cartridges, he/she will receive loyalty points, which can be used toward future TAT purchases. VAPE CARTRIDGE RECYCLING AT TAT LOS ANGELES 7.1.3 Vacant Building TAT’s proposed location in Units 102 and 103 of 7835 N. Palm Avenue is presently occupied by Mariner, a luxury furniture and lighting store. Due to COVID-19, Mariner will close its doors at this location in January. At this point, like many other buildings in the development, the units will be unoccupied and, therefore, vacant as defined by FMC § 10-603(o). As cannabis has been deemed an essential business during the pandemic, locating a cannabis business like TAT in Park Place will bring income to the area as well as provide employment opportunities to local residents. We are thrilled for the opportunity to breathe new life into the Park Place plaza, which has struggled considerably over the past 10 months. We are confident that our tasteful design and unique art gallery style business model will significantly enhance the shopping plaza and the surrounding areas. 7.2 Youth Education and Prevention Program TAT has created a robust Youth Education and Prevention Program (YEPP), consisting of educational resources and programming to prevent underage cannabis use. As parents and responsible operators, TAT’s ownership team is adamant about keeping children away from cannabis and educating them on its potential harms. In tailoring our YEPP to Fresno, TAT held a roundtable with several individuals from Fresno Unified School District (FUSD) to discuss their needs and concerns. On our call, we learned that educators are extremely concerned about whether or not retail establishments will have proper age verification protocols in place and about cannabis companies advertising to youth. For example, many schools have had to ban clothing related to cannabis brands. 19 SECTION 7 Acknowledging educators’ concerns, we have developed the following YEPP. We will work closely with Marie Slater, TAT Advisory Team member and former FUSD teacher of 47 years, to develop and implement our YEPP. With Marie’s guidance, TAT will identify and work with community partners who would benefit from our educational program, including Fresno Police Activities League, The Boys and Girls Club, Fresno Unified School District, Big Brothers Big Sisters, and many others. Understanding The Issue ––––– While scientific knowledge of the effects of cannabis is still growing and developing, it has been proven that young people’s lungs, mental health, and developing brains and bodies are susceptible to damage by prolonged and frequent cannabis use. • Infants and Children: THC exposure through breastfeeding in infanthood could reduce growth, lower IQ scores, decrease mental function and academic ability, and cause attention problems. More scientific research is needed to link marijuana exposure through breastfeeding conclusively to these outcomes. • Adolescence and Young Adulthood: Cannabis use often begins during adolescence and young adulthood. According to the US Department of Health and Human Services, over one third (38 percent) of California high school students report that they have used marijuana at least once in their lifetime. Adolescent cannabis use may negatively impact brain development and mental health as well as increase the risks of automobile accidents from impaired driving. Interestingly, states that have legalized cannabis for recreational use have not seen an increase in underage cannabis use. In fact, legal adult-use sales may actually reduce underage use, because they make it more difficult for individuals to obtain cannabis on the black market. Effective Prevention Requires Partnership ––––– Our YEPP is focused on providing facts and encouraging peer-to-peer conversation. TAT’s goal in educating youth about cannabis is to help minors make informed decisions not to use cannabis underage. The campaign will rely on fact-based research and studies as well as data collection from the Fresno area to provide information on the following topics: • The disconnect between the perception of how many middle and high school students use cannabis regularly and what the statistics actually show. • The consequences of underage use, including legal ramifications (e.g., Minor in Possession and/or Driving Under the Influence charges), academic repercussions (e.g., loss of financial aid, and/or suspension or expulsion from school), and effects on current and/or future employment and extracurricular activities like clubs and sports. • Facts on the cannabis plant, its chemical components (e.g., tetrahydrocannabinol (THC) and cannabidiol (CBD)), and its effects on humans’ brains, memory, lungs and heart. To create a youth prevention plan that truly meets the City’s needs, TAT will consider specific risk and protective factors related to underage cannabis use in Fresno. Upon opening in Fresno, we will hold a community meeting along with other local cannabis retail stores, inviting educators, policy makers, community health experts, parents, and other concerned citizens to help us answer the following questions: • How many local students of each age group use cannabis regularly? • What are the factors that contribute to local use and how do community norms contribute? • What resources currently exist to address risk factors for underage use? 20 SECTION 7 • Is youth cannabis use aligned with at- risk populations or associated with other community health issues? • What would be a successful outcome of our YEPP in the eyes of the community? Our Plan ––––– California’s state cannabis laws are carefully crafted to keep the products we sell out of the hands of youth, including specific regulations surrounding how legal cannabis products are packaged, marketed and sold. That said, our responsibility to the local community extends far beyond merely complying with laws and regulations. We have carefully researched specific youth education initiatives and youth substance abuse prevention plans with a high success rate in their respective communities. Based on our research, our YEPP in Fresno will incorporate the following three principles: • Reach Youth Where They Are • Provide Resources, Mentorship, and Alternatives • Educate The Whole Community Reach Youth Where They Are: Substance Abuse Prevention in Local Schools We believe that the best place for youth to learn the social skills necessary to explicitly resist substance use is in the same place they learn to read and write. School-based curriculum to prevent youth substance abuse has a high success rate and can be repeated at different grade levels for reinforcement. We will work with other cannabis retailers and community groups to raise funds and develop a high-quality educational program tailored to Fresno’s youth in connection with Botvin LifeSkills Training. Botvin’s LifeSkills Training (LST) program is an exemplary and comprehensive youth development program with a track record of successfully reducing drug use by up to 75%. Its effectiveness has been recognized by the National Institute on Drug Abuse, the Office of National Drug Control Policy, the U.S Department of Education, American Medical Association, American Psychological Association and Centers for Disease Control and Prevention, among others. The LST program covers drug resistance skills, social skills, and self management skills and includes specific training resources for elementary, middle school, and high school students and for parents. TAT will provide funding for LST program materials and LST provider training sessions to educate youth leaders on prevention education activities and teaching strategies. While we feel LST is a standout program, we will consider supporting other in- school substance abuse prevention programs which may be a better fit for the local community. Provide Resources, Mentorship, and Alternatives: Support Community Mentorship and Extracurricular Activities Youth who are actively engaged in community- based extracurricular activities like clubs and sports are much more likely to stay in school and stay away from drugs. TAT will work with the Fresno Police Activities League (PAL) to provide funding for PAL extracurricular and athletic programs, which foster leadership skills and reduce juvenile crime. PAL provides adult and peer mentors to youth, and its programs include a positive law enforcement based component to help youth succeed while understanding the pitfalls of illegal underage cannabis use. Fresno PAL is the perfect partner to help youth understand the legal and academic repercussions of underage cannabis use, while providing extracurricular and life skills. 21 SECTION 7 Educate the Whole Community: Ongoing Education and Events for Parents and Community Members We will encourage adults to keep the conversation about cannabis open. We will host events open to parents, teachers, coaches, etc. to provide materials, information and a safe environment for an open discussion on the topic of youth cannabis use. Talking with youth about cannabis is crucial, because youth are less likely to use cannabis when they have supportive adults and parents in their lives. Our materials will include tools to help adults • Set rules and establish consequences. Youth must know that the adult/s in their lives do not allow cannabis use and that there are consequences if those rules are broken. • Listen. Youth must be allowed to speak their minds and to be heard. When they feel that they’ve been heard, they are more likely to hear what the adults in their lives have to say. • Be optimistic and hopeful. Youth respond well to positivity. By focusing on the good things in young people’s lives and their hopes and goals, adults encourage youth to make decisions that help them achieve their goals. • Always be learning. Cannabis was illegal and stigmatized for so long that many adults never learned or talked about it. Now that it is legal for adult use, it is important for adults to be educated on the basis of cannabis so that they can communicate about it. Youth want facts; adults should be a credible, honest resource to shed light on the potentially harmful effects of underage use. • Remind youth that not everyone is doing it. One of the most powerful facts about underage use is that most young people choose not to use cannabis, and legalization of cannabis for adult use does not increase the likelihood that minors will consume cannabis. • Be open. Adults who use cannabis legally should be clear about why they choose to do so and why they think that minors should not. • Youth are role models. Remind youth that their choices influence their peers, younger students, and siblings. • It’s not a performance-enhancing drug. Explain research showing that regular cannabis use can harm memory, math and reading scores to help youth understand that use may put their futures at risk. Point out that use can also negatively affect their abilities to learn new skills, academic performance, and athletic performance. • Keep finding time to talk. Youth ask questions, and they are observant. Use their questions as opportunities to discuss cannabis, age appropriate use, and how underage use may affect achieving personal future goals. The tools and literature that we develop along these themes will be available at our store free of charge. By enacting a YEPP that reaches youth where they are, provides mentorship, supports extracurricular activities, and educates the whole community, we are confident that we can help educate Fresno’s youth about the potential risks of cannabis use, and help reduce that use. In addition to our YEPP, we will work with the business community and the City to ensure that all cannabis businesses are operating safely. Specifically, we will help prevent youth access to cannabis products together with the City and the Fresno Police Department by • Prohibiting and shutting down unlicensed dispensaries; • Ensuring proper age verification upon entering a dispensary; • Monitoring storefront activity to prevent loitering or other unwanted activity; • Monitoring storefront marketing to ensure that cannabis storefronts are not attractive to minors; • Monitoring digital marketing and social media to make sure it does not target minors; and • Prohibiting false statements or misinformation that misstates the law or the benefits and risks associated with cannabis. 22 SECTION 7 We will also work with stakeholders in the community such as the Fresno Police Department, schools and hospitals, to monitor the effectiveness of the YEPP and make changes to the plan. We will monitor data on minor in possession offenses, driving under the influence offenses, school incidents and suspensions related to cannabis, and cannabis related hospital admissions. This information will help inform us on the impact youth cannabis is having on academics and law enforcement and its prevalence in the community. 7.3 Fresno Community Reinvestment Fund TAT understands the importance of Fresno’s Community Reinvestment Fund to support local social equity cannabis businesses. In addition to the 1% gross we have set aside to fund our Community Benefit Plan, we have allocated 0.5% of gross sales to the Community Reinvestment Fund, totaling over $326,000 cumulatively by 2025. TAT is an organization that does more than simply write a check and walk away. We are truly interested in partnering with the City and supporting its many worthwhile organizations. Our partnership extends to local social cannabis business owners. We seek to create a thriving cannabis industry by helping social equity individuals become cannabis business owners. In addition to the Cannabis Reinvestment Fund, we commit to aide local owners in the following ways: • Retailers Association: Upon being selected to receive a retail cannabis permit in the City, TAT will spearhead the creation of a Fresno Cannabis Retailers Association (CRA) through which fellow cannabis businesses can come together and unite as an industry. We are members of other local cannabis retailers associations in locations where we operate, and work collectively with the other association members to heighten neighborhood security, develop educational materials, and to craft new cannabis legislation. Members of the Fresno CRA, who are experienced cannabis operators will team up with local equity businesses to provide support and guidance. Leveraging the talent and experience of each of its members, the CRA will also offer workshops for future cannabis business owners. • Workforce Development (Teach and Train): As mentioned above, TAT offers a unique workforce development program prior to hiring employees called Teach and Train. The program prepares interested community members for cannabis employment. As a means of extending a helping hand to local equity applicants, we will invite each to attend our workshop. Following our workshop, should any local equity applicants wish to host a workshop of their own, TAT will provide them with assistance in an effort to help them develop their own workforce. • Pro Bono Legal Services: TAT is extremely unique and fortunate to have three licensed lawyers and one JD as part of the ownership and operations team. Courtney Caron and Lauren Fontein specialize in cannabis law, where Larry Artenian focuses in litigation and is a contracts expert. Utilizing our legal expertise, we will offer local equity applicants pro bono legal services in cannabis licensing and general contract principles. Depending on the need, we will offer 1 on 1 sessions or a workshop-style cannabis licensing clinic. • Business Administration Technical Assistance: Operating a cannabis business requires skill and an innate understanding of the rules and regulations governing the industry. While expanding rapidly, the industry is still in its infancy, and best practices are constantly evolving. As experienced operators, TAT can lend a hand to local equity owners by providing business administration assistance in the following ways: 23 SECTION 7 –Standard Operating Procedures - A successful cannabis business must utilize detailed SOPs to ensure that their operations are legally compliant and industry best practices. As we operate several cannabis retail stores, we have streamlined our SOPs over the years. TAT will offer a workshop to local equity owners on SOP drafting, in an effort to give all local equity owners the opportunity to begin operations compliant with the laws. –Distributors - All cannabis products retailed in a licensed retail cannabis store must come from a licensed distributor. Over the years, we have developed excellent relationships with multiple licensed and compliant distributors. TAT will host a meet and greet (virtually if necessary) to introduce local equity owners to distributors, to ensure that local equity owners have access to licensed and tested cannabis products. –Technology Systems - There are many cannabis specific technology and CRM platforms on the market to assist businesses with all aspects of sales and customer messaging. TAT has worked with many over the years and currently utilizes Blaze Retail POS, IheartJane online ordering platform, Springbig CRM platform, and additional data analysis services. TAT will provide guidance to local equity owners to help them select technology partners. TAT’s Executive Team works closely with each of its technology partners to continually implement new features and functionality and can provide a wealth of information on the ways each service will benefit a new cannabis business. Business-to-Business Partnerships ––––– In addition to supporting community, nonprofit groups, and giving to the Community Reinvestment Fund, TAT will benefit the business community of Fresno through partnerships with local businesses. TAT will source services such as construction, staffing, security, hospitality, or interior design locally whenever possible. We have specifically identified the businesses below to partner with us in the following ways: • Kikku Kitchen, Popolo’s Pizza, Subway, Maria’s Mexican Grill, Wahoo’s Fish Tacos and The Tasting Room - To provide meals and food items for staff appreciation events and special events held at our retail store. • GB3 - To provide gym memberships to TAT’s employees (potentially through a stipend offered by TAT) as a promotion for living a healthy lifestyle. • PridesStaff - To assist TAT with staffing needs as we hire 100% local residents. • Vanity, Pet Medical Center and Spa, The Meat Market, Palm Nail Salon and Spa - To team up with TAT as part of our patron discount program. Discount Program ––––– In addition, to promote TAT’s goal of enhancing the arts through cannabis, consumers who provide a receipt from a museum, theater, gallery or cultural event will receive a 10% same day discount at TAT. The following are examples of arts related businesses and organizations that would benefit from our discount program. • Fresno Art Museum, Arte Americas - All featured artists and patrons of Fresno Art Museum and Arte Americas are welcome to a discount at TAT. • Veterans Memorial Museum, Fresno County Historical Museum, Clark Bonsai Collection Shinzen Museum, William Saroyan House Museum, Armenian Museum of Fresno - TAT will provide a discount for patrons of all of these museums • Tower Theater, Good Company Players, Saroyan Theater - All patrons holding a ticket to an upcoming or recent event will receive a discount at TAT. • Studio 74 Art Gallery, Spectrum Art Gallery, Broken Leg Stage & Art Gallery - All patrons of the above studios will receive a discount at TAT. 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 December 4, 2020 Please reply to: Marisela Martínez REVISED (559) 621-8038 Courtney Caron The Artist Tree Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P20-04365 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 7835 NORTH PALM AVENUE #102 (APN 405-530-67) Thank you for your inquiry regarding the allowance of new cannabis retail uses. The requested information about cannabis retail uses was analyzed using Article 27, Chapter 15 of the Fresno Municipal Code (FMC) of the City of Fresno. Please note, all research for this inquiry is based on existing land development of the subject property. If there are multiple buildings on the subject property, this research was based on the address provided in the request. This research does not take into effect of future development unless provided in your application request. With that, research of a proposed cannabis retail business on the subject property conveys the following: 1. All cannabis retail businesses must be located on property zoned DTN (Downtown Neighborhood), DTG (Downtown General), CMS (Commercial Main Street), CC (Commercial Community), CR (Commercial Regional), CG (Commercial General), CH (Commercial Highway), NMX (Neighborhood Mixed- Use), CMX (Corridor/Center Mixed-Use), RMX (Regional Mixed-Use), and must meet all of the requirements for development in these zones, including, but not limited to, parking, lighting, building materials, etc. The subject property is zoned CC/UGM/cz (Commercial Community/Urban Growth Management/conditions of zoning), which is one of the allowable zone districts for cannabis retail businesses. Development standards of the CC zone district are available in Sections 15-1203, 15-1204, and 15-1205 of the FMC. The subject location meets the zone district requirement, per Section 15- 2739.B.1.a of the FMC, for a cannabis retail business. 2. All building(s) in which a cannabis retail business is located shall be no closer than 800 feet from any property boundary containing the following: (1) A cannabis retail business; (2) A school providing instruction for any grades pre- school through 12 (whether public, private, or charter, including pre-school, Zoning Inquiry P20-04365 7835 North Palm Avenue #102 Page 2 December 4, 2020 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. The subject property (7835 North Palm Avenue #102), located within the building on the northwest side of the shopping center, 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. No more than two cannabis retail businesses may be located in any one Council District. If more than 14 are ever authorized by Council (more than two per Council District), they shall be dispersed evenly by Council District. The subject property is in Council District 2. There are currently no cannabis retail businesses located in Council District 2. This location requirement is satisfied for a cannabis retail business. Please review the entirety of Article 33, Chapter 9 (Cannabis Retail Business and Commercial Cannabis), and Section 15-2739 (Adult Use and Medicinal Cannabis Retail Business and Commercial Cannabis Business) of the FMC to understand other requirements of cannabis retail businesses, including but not limited to, application requirements, signage, etc. This information was researched by the undersigned per the zoning request. The undersigned certifies that the above information contained herein is believed to be accurate and is based upon, or relates to, the information supplied by the requestor. The City of Fresno assumes no liability for errors and omissions. All information was obtained from public records held by the Planning and Development Department. A copy of the Fresno Municipal Code may be obtained by contacting the City Clerk’s office at 559-621-7650. The Fresno Municipal Code may also be searched on the Internet, free of charge, by going to www.fresno.gov. If you have questions regarding this matter, please contact me by telephone at 559-621-8038 or at Marisela.Martinez@fresno.gov. Cordially, Marisela Martínez, Planner I Development Services Division Planning and Development Department