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HomeMy WebLinkAbout2018-08-07 PC Regular Meeting Agenda Packet CITY OF PALM DESERT REGULAR PALM DESERT PLANNING COMMISSION MEETING AGENDA - TUESDAY, AUGUST 7, 2018 — 6:00 P.M. CIVIC CENTER COUNCIL CHAMBER 73-510 FRED WARING DRIVE, PALM DESERT, CA 92260 I. CALL TO ORDER II. ROLL CALL III. PLEDGE OF ALLEGIANCE IV. SUMMARY OF CITY COUNCIL ACTION V. ORAL COMMUNICATIONS Any person wishing to discuss any item not scheduled for public hearing may address the Planning Commission at this point by stepping to the lectern and giving his/her name and address for the record. Remarks shall be limited to a maximum of three minutes unless additional time is authorized by the Planning Commission. Because the Brown Act does not allow the Planning Commission to take action on items not on the Agenda, Commissioners will not enter into discussion with speakers but may briefly respond or instead refer the matter to staff for report and recommendation at a future Planning Commission meeting. Reports and documents relating to each of the following items listed on the agenda, including those received following posting/distribution, are on file in the Office of the Department of Community Development and are available for public inspection during normal business hours, Monday-Friday, 8:00 a.m.-5:00 p.m., 73-510 Fred Waring Drive, Palm Desert, CA 92260, telephone (760) 346- 0611, Extension 484. VI. CONSENT CALENDAR ALL MATTERS LISTED ON THE CONSENT CALENDAR ARE CONSIDERED TO BE ROUTINE AND WILL BE ENACTED BY ONE ROLL CALL VOTE. THERE WILL BE NO SEPARATE DISCUSSION OF THESE ITEMS UNLESS MEMBERS OF THE PLANNING COMMISSION OR AUDIENCE REQUEST SPECIFIC ITEMS BE REMOVED FROM THE CONSENT CALENDAR FOR SEPARATE DISCUSSION AND ACTION UNDER SECTION VII, CONSENT ITEMS HELD OVER OF THE AGENDA. AGENDA REGULAR PLANNING COMMISSION MEETING AUGUST 7, 2018 A. MINUTES of the Regular Planning Commission meeting of July 17, 2018. Rec: Continue to the next regular meeting. Action: B. REQUEST FOR CONSIDERATION to approve a Parcel Map Waiver application to merge Lot 1 through Lot 4 at 44-475 Monterey Avenue (APNs 640-135-013-7, 640-135-014-8, & 640-134-024-7). Case No. PMW 18-0003 (Desert Association of Realtors, Palm Desert, California, Applicant). Rec: By Minute Motion, approve Case No. PMW 18-0003. Action: C. REQUEST FOR CONSIDERATION to approve a Parcel Map Waiver application to merge Lot 5 and a portion of Lot E at 44-475 Monterey Avenue. Case No. PMW 18-0004 (Desert Association of Realtors Palm Desert, California, Applicant). Rec: By Minute Motion, approve Case No. PMW 18-0004. Action: VII. CONSENT ITEMS HELD OVER Vill. PUBLIC HEARINGS Anyone who challenges any hearing matter in court may be limited to raising only those issues he or she raised at the public hearing described herein, or in written correspondence delivered to the Planning Commission at, or prior to, the public hearing. Remarks shall be limited to a maximum of three minutes unless additional time is authorized by the Planning Commission. A. REQUEST FOR CONSIDERATION to recommend approval to the City Council of a Mitigated Negative Declaration of Environmental Impact, a Specific Plan document, and Tentative Parcel Map 37234 to subdivide 32+ acres into four (4) parcels bounded by east of Monterey Avenue, south of Dick Kelly Drive, north of A Street and west of Gateway Drive. Case Nos. SP 16-342 and TPM 37234 (MC Properties, Westlake Village, California, Applicant). Rec: By Minute Motion, continue Case Nos. SP 16-342 and TPM 37234 to August 21, 2018. Action: 2 AGENDA REGULAR PLANNING COMMISSION MEETING AUGUST 7, 2018 B. REQUEST FOR CONSIDERATION of approval for a 1,700-square-foot adult use and medicinal retail cannabis business for Palm Royale Collective located at 75- 048 Gerald Ford Drive; and adoption of a Notice of Exemption in accordance with the California Environmental Quality Act (CEQA). Case No. CUP 17-0026 (Palm Royale Collective, La Quinta, California, Applicant). Rec: Waive further reading and adopt Planning Commission Resolution No. 2729, approving Case No. CUP 17-0026, subject to the conditions of approval. Action: C. REQUEST FOR CONSIDERATION of approval for a 2,800-square-foot retail cannabis business for Healing of the Nation Club located at 78-010 Country Club Drive; and adoption of a Notice of Exemption in accordance with the California Environmental Quality Act (CEQA). Case No. CUP 17-0015 (Healing of the Nation Club, Cathedral City, California, Applicant). Rec: Waive further reading and adopt Planning Commission Resolution No. 2731, approving Case No. CUP 17-0015, subject to the conditions of approval. Action: D. REQUEST FOR CONSIDERATION of approval for a 1,200-square-foot retail cannabis business for West Coast Cannabis Club located at 74-495 Highway 111; and adoption of a Notice of Exemption in accordance with the California Environmental Quality Act (CEQA). Case No. CUP 17-0017 (Kenneth Churchill and West Coast Cannabis Club, Cathedral City, California Applicant). Rec: Waive further reading and adopt Planning Commission Resolution No. 2732, approving Case No. CUP 17-0017, subject to the conditions of approval. Action: E. REQUEST FOR CONSIDERATION of approval for a 5,672-square-foot cannabis cultivation and distribution business for P&S Ventures, LLC. located at 77-700 Enfield Lane; and adoption of a Notice of Exemption in accordance with the California Environmental Quality Act (CEQA). _Case No. CUP 17-0030 (P&S Ventures, LLC, Venice, California, Applicant). Rec: By Minute Motion, continue Case No. CUP 17-0030 to August 21, 2018. Action: 3 AGENDA REGULAR PLANNING COMMISSION MEETING AUGUST 7, 2018 IX. MISCELLANEOUS X. COMMITTEE MEETING UPDATES A. ART IN PUBLIC PLACES B. PARKS & RECREATION XI. COMMENTS XII. ADJOURNMENT I hereby certify under penalty of perjury under the laws of the State of California, that the foregoing agenda for the Planning Commission was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this 3"d day of August 2018. Monica O'Reilly, Recording qcretary 4 CITY OF PALM DESERT PUBLIC WORKS DEPARTMENT INTEROFFICE MEMORANDUM To: RYAN STENDELL, DIRECTOR OF COMMUNITY DEVELOPMENT From: CHRISTINA CANALES, ASSISTANT ENGINEER Date: July 19, 2018 Subject: PARCEL MAP WAIVER NO. 18-0003 The above-referenced parcel map waiver has been reviewed by the Engineering Division of the Public Works Department and found to be technically correct. Please schedule for Planning Commission action as soon as possible. PMW 18-0003: Applicant/Representative: Diane Busch c/o Desert Association of Realtors 44-475 Monterey Avenue Palm Desert, CA 92260 L �Cu1Ct ---------------------------------------- CHRISTINA CANALES ENGINEERING ASSISTANT EXHIBIT "A" PAGE 1 OF , PARCEL MAP WAIVER NO. 18-0003 EXISTING PARCELS RECORD OWNERS ASSESSOR PARCEL NUMBERS CALIFORNIA DESERT ASSOCIATION OF REALTORS, A 640-135-013, 640-135-024-7, 640-135-014 CALIFORNIA CORPORATION LEGAL DESCRIPTION OF MERGED PARCELS PARCEL "A" THAT REAL PROPERTY SITUATED IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS A WHOLE AS FOLLOWS: LOT 1 OF PALM VISTA UNIT NO. 2, AS SHOWN BY MAP ON FILE IN BOOK 33, PAGES 86 AND 87 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH LOTS 2, 3, AND 4 OF SAID MAP. CONTAINING 0.88 ACRES, MORE OR LESS. SUBJECT TO ALL COVENANTS, RIGHTS, RIGHTS OF WAYS, AND EASEMENTS OF RECORD, IF ANY. AS MORE PARTICULARLY SHOWN ON EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. LAND S��G JOyy�F� No. 9457 * EXP. 09/30/2018 �= -7/3/, c �qlF OF C JOHN H. JOHNSON, P.L.S. 9457 DATE "°'E EXHIBIT vvBvv SHEET 1 OF 2 THIS PLAT WAS PREPARED FROM RECORD DATA AND DOES NOT REPRESENT A SURVEY 1 g_000� OF THE PROPERTY SHOWN HEREON, THIS P.M.W. MAP HAS BEEN APPROVED UPON THE LOT 72 EXPRESSED CONDITION THAT BUILDING PALM VISTA UNIT NO. 1 (M.B. 28/46) PERMITS SHALL NOT BE ISSUED FOR ANY DEVELOPMENT WITHIN THIS ADJUSTMENT N89'55'30"W 158.18' PLAT UNTIL NECESSARY DEDICATIONS, IF ANY, HAVE OCCURRED. 5' � NOTE: 1 2 1 " THERE MAY BE EASEMENTS OF RECORD Z I 2 a DELINEATED AND REFERENCED ON THE I LOT 1 N a,-:, UNDERLYING MAP, OR THERE MAY BE EASEMENTS WITHIN THE AREA BEING Ln O `" ADJUSTED THAT ARE NOT SHOWN ON LOT LINE TO BE REMOVED N89'25'20'E 149 z THIS DOCUMENT THAT COULD ENCUMBER `� _�_ .26' _ SAID PARCEL HEREIN. — — ___ -- _ _ - - W LOT 9 � � - - - - - - - - - - I J ���� N Z LOT 2 17.81' z op ,ri , aI LOT UNE TO BE REMOVEDy7m- Q J =N89'25'20'E 142.85_ gWJLOT 8 5�T " PARCEL "A" 1 2 (g (AREA: 0.88AC) Q g g M W Ln ra C/) co N s^° LOT 3 j W 2 — — — N89'25'20'E 142_11— — — — P O 3 . LOT UNE TO BE REMOVED g LOT 7A 8 $ Z LOT 4 Q U-i 1 5 Cl- 12 30' N8975 20 E 141.3 LOT 6 \�� LOT 5 N RANCHOACATED} A N D E �S�p �ANOs��G NOTE. SEE SHEET 2, ATTACHED C HERETO FOR EASEMENT NOTES GRAPHIC SCALE v o LEGEND 50 0 25 50 No. 9457 — — — — — — = LOT LINE TO BE REMOVED I im= * EXP. 09/30/2018 = NEW PARCEL BOUNDARY LINE ( nor FEET ) 1 inch = 50 ft OF CA��F ADJUSTMENT PLAT- CITY OF PALM DESERT PREPARED BY: APPLICANT: APPROVED BY: DIANE BUSCH CHRISTOPHER ALBERTS C/O CA. DESERT ASSOC. OF REALTORS L:z �44 S 44-475 MONTEREY AVENUE ��° 7 ' JOHN H. JOHNSON DATE PALM DESERT, CA 92260 ACTING CITY SURVEYOR DATE P.L.S. 9457 (760)346-5637 P.LS. 8508 EXP. 12 31 18 SHEET 2 OF 2 EXHIBIT "B" P.M.W. 18-0003 EASEMENT NOTES: EASEMENT INFORMATION PROVIDED HEREON PER FIDELITY NATIONAL TITLE INSURANCE COMPANY CLTA GUARANTEE DATED JUNE 12, 2018 (GUARANTEE NO. CA—FEMP—IMP-27G28-1-18-00065158): 01 P.U.E. PER TRACT MAP OF PALM VISTA UNIT NO. 2, M.B. 33/86-87 (SCH. "B" ITEM NO. 5 OF CLTA GUARANTEE). 2Q ELECTRICAL AND TELEPHONE UTILITY EASEMENT IN FAVOR OF CALIFORNIA ELECTRIC POWER COMPANY, RECORDED NOVEMBER 6, 1957 IN BOOK 2174, PAGE 195, OF OFFICIAL RECORDS, RIV. CO. EFFECTED BY A PARTIAL QUITCLAIM OF EASEMENT RECORDED JUNE 7, 2018 AS DOCUMENT NO. 2018-0231094, O.R., RIV. CO., CA. (SCH. "B" ITEM NO. 8 OF CLTA GUARANTEE). �3 ELECTRICAL UTILITY EASEMENT IN FAVOR OF SOUTHERN CALIFORNIA EDISON COMPANY, RECORDED MAY 9, 1984 AS INSTRUMENT NO. 97694, OF OFFICIAL RECORDS, RIV. CO. (SCH. "B" ITEM NO. 10 OF CLTA GUARANTEE). LAND G�- �o� sy � No. 9457 * EXP. 09/30/2018 Q �9TF OF C ADJUSTMENT PLAT- CITY OF PALM DESERT PREPARED BY: APPLICANT: APPROVED BY: DIANE BUSCH CHRISTOPHE AL.BERTS C/O CA. DESERT ASSOC. OF REALTORS -7 44-475 MONTEREY AVENUE H,-JOHNSON DATE PALM DESERT, CA 92260 ACTING CITY SURVEYOR DATE P.L.S:'J457 (760)346-5637 P.L.S. 8508 EXP. 12 31 18 CITY OF PALM DESERT PUBLIC WORKS DEPARTMENT INTEROFFICE MEMORANDUM To: RYAN STENDELL, DIRECTOR OF COMMUNITY DEVELOPMENT From: CHRISTINA CANALES, ASSISTANT ENGINEER Date: July 19, 2018 Subject: PARCEL MAP WAIVER NO. 18-0004 The above-referenced parcel map waiver has been reviewed by the Engineering Division of the Public Works Department and found to be technically correct. Please schedule for Planning Commission action as soon as possible. PMW 18-0004: Applicant/Representative: Diane Busch c/o Desert Association of Realtors 44-475 Monterey Avenue Palm Desert, CA 92260 I-es ---------------------------------------- CHRISTINA CANALES ENGINEERING ASSISTANT PAGE 1 OF 1 EXHIBIT "A" PARCEL MAP WAIVER NO. 18-0004 EXISTING PARCELS RECORD OWNERS ASSESSOR PARCEL NUMBERS CALIFORNIA DESERT ASSOCIATION OF REALTORS, A 640-135-013, 640-135-024-7, 640-135-014 CALIFORNIA CORPORATION LEGAL DESCRIPTION OF MERGED PARCELS PARCEL "A" THAT REAL PROPERTY SITUATED IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS A WHOLE AS FOLLOWS: PARCEL "A" OF PARCEL MAP WAIVER NO. 18-0003, RECORDED 2018, AS INSTRUMENT NO. . OF OFFICIAL RECORDS OF SAID COUNTY, TOGETHER WITH LOT 5 OF PALM VISTA UNIT NO. 2, AS SHOWN BY MAP ON FILE IN BOOK 33, PAGES 86 AND 87 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; ALSO TOGETHER WITH THAT PORTION OF LOT E LYING BETWEEN THE SOUTHERLY EXTENSIONS OF THE WESTERLY AND EASTERLY LINES OF SAID LOT 5, AS VACATED AND CLOSED TO THE PUBLIC BY DOCUMENT RECORDED FEBRUARY 22, 1980 AS INSTRUMENT NO. 35469 OF OFFICIAL RECORDS, WHICH WOULD PASS BY OPERATION OF LAW UPON CONVEYANCE. ALSO TOGETHER WITH THAT PORTION DESCRIBED IN THAT CERTAIN QUITCLAIM DEED RECORDED DECEMBER 15, 1983, AS INSTRUMENT NO. 259664, OF OFFICIAL RECORDS OF SAID COUNTY. CONTAINING 1.26 ACRES, MORE OR LESS. SUBJECT TO ALL COVENANTS, RIGHTS, RIGHTS OF WAYS, AND EASEMENTS OF RECORD, IF ANY. AS MORE PARTICULARLY SHOWN ON EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. LAND No. 9457 _ EXP. 09/30/2018 OF cn H-JOHNSON, P.L.S. 9457 DATE NO THISEPLAT WAS PREPARED FROM RECORD EXHIBIT "B" SHEET 1 OF 3 DATA AND DOES NOT REPRESENT A SURVEY OF THE PROPERTY SHOWN HEREON. THIS P.M.W. 18-0004 MAP HAS BEEN APPROVED UPON THE EXPRESSED CONDITION THAT BUILDING PERMITS SHALL NOT BE ISSUED FOR ANY LOT 72 DEVELOPMENT WITHIN THIS ADJUSTMENT PALM VISTA UNIT NO. 1 (M.B. 28/46) PLAT UNTIL NECESSARY DEDICATIONS, IF ANY, HAVE OCCURRED. LOT 10 N89-55'30"W 158.18' _ 30' NOTE: -- - THERE MAY BE EASEMENTS OF RECORD 5' Ln DELINEATED AND REFERENCED ON THE 1 2 1 UNDERLYING MAP, OR THERE MAY BE Z 2 EASEMENTS WITHIN THE AREA BEING ADJUSTED THAT ARE NOT SHOWN ON THIS DOCUMENT THAT COULD ENCUMBER cn ! c CV SAID PARCEL HEREIN. LOT 9f. �- -� — -- - --- _ ¢ W I Q� 04 `M' Z W J � LOT 8 T �V�� �O ^ Cl 1 2 QI. C�;`�'' 1--- °O P N Q��Gj z Co S W \� \ V9 NOTE: SEE SHEET 3, ATTACHED HERETO FOR EASEMENT NOTES Cq o LEGEND t PARCEL "A" M LOT1 2 ^ 5' (AREA: 1.26 AC) Q Z - — — — - = LOT LINE TO BE REMOVED - I+ < 8 C Co LOT LINES TO cn ca = NEW PARCEL BOUNDARY LINEN BE REMO L> 5 L AND S Cl \N89'25 20 E 141.37 �,� LOT 6 8 /I Cl \ O v No. 9457 5' \\\ Q EXP. 09 30 2018 * \ * � � Q 10' � 152 �9 jF OF C AL�F N 89'25�20 E \\�\120.69r>iy M o � �f 4 � �i GRAPHIC SCALE 60 0 30 60 k IV — N89'25 20 E 130.00 RANCHO GRANDE (VACATED) ON SHEET 2 OF 3 SEE DETA[L'A' ( IN FEET ) (ATTACHED 1 inch = 60 ft HERETO) ADJUSTMENT PLAT- CITY OF PALM DESERT PREPARED BY: APPLICANT: APPROVED BY- 2 DIANE BUSCH CHRISTOPHE ALBERTS C/O CA. DESERT ASSOC. OF REALTORS 44-475 MONTEREY AVENUE PALM DESERT, CA 92260 "945 JOHNSON DATE AC G C! RVEYOR DATE P.L7 (760)346-5637 P.LS. 8508 EXP. 12 31 18 EXHIBIT IvBvv SHEET 2 OF 3 P.M.W. 18-0004 f N M W e O M O o WI � z � IN/O LL70jL0�� W (R) Cl > LOT LINE TO a BE REMOVED C3 PORTION OF LOT F M.B. 33/86-87 W N89'25'20°E u120.69' _ _ C2 ;,) 1% Lu \ t — — — — aw G A, \ O DETAIL "A" SCALE: 1' = 20' LAND CURVE TABLE CURVE # LENGTH RADIUS DELTA TANGENT No. 9457 C1 6.62' 20.00' 18'57'27" 3.34' * EXP. 09/30/2018 C2 24.57' 20.00' 70'23'23" 14.11' �fgfF OF CqO C3 31.19' 20.00' 89'20'50" 19.77' ADJUSTMENT PLAT- CITY OF PALM DESERT PREPARED BY: APPLICANT: APPROVED BY: DIANE BUSCH CHRIS OPH ERTS C/O CA. DESERT ASSOC. OF REALTORS 7h,/4 44-475 MONTEREY AVENUE S 7-/3 Zy� H..:JOHNSON DATE PALM DESERT, CA 92260 ACTING CITY SURVEYOR DATE .LS,'9457 1(760)346-5637 P.LS. 8508 EXP. 12 31 18 EXHIBIT OvB'v SHEET 3 OF 3 P.M.W. 18-0004 EASEMENT NOTES: EASEMENT INFORMATION PROVIDED HEREON PER FIDELITY NATIONAL TITLE INSURANCE COMPANY CLTA GUARANTEE DATED JUNE 12, 2018 (GUARANTEE NO. CA-FEMP-IMP-27G28-1-18-00065158): Qt P.U.E. PER TRACT MAP OF PALM VISTA UNIT NO. 2, M.B. 33/86-87 (SCH. °B" ITEM NO. 5 OF CLTA GUARANTEE). Q2 ELECTRICAL AND TELEPHONE UTILITY EASEMENT IN FAVOR OF CALIFORNIA ELECTRIC POWER COMPANY, RECORDED NOVEMBER 6, 1957 IN BOOK 2174, PAGE 195, OF OFFICIAL RECORDS, RIV. CO. EFFECTED BY A PARTIAL QUITCLAIM OF EASEMENT RECORDED JUNE 7, 2018 AS DOCUMENT NO. 2018-0231094, O.R., RIV. CO., CA. (SCH. "B" ITEM NO. 8 OF CLTA GUARANTEE). O3 ELECTRICAL UTILITY EASEMENT IN FAVOR OF SOUTHERN CALIFORNIA EDISON COMPANY, RECORDED MAY 9, 1984 AS INSTRUMENT NO. 97694, OF OFFICIAL RECORDS, RIV. CO. (SCH. "B" ITEM NO. 10 OF CLTA GUARANTEE). ® PURSUANT TO THE VACATION OF A PORTION OF LOT E OF PALM VISTA UNIT NO. 2, A RETAINED EASEMENT FOR PUBLIC UTILITY PURPOSES, PER INSTRUMENT NO. 35469, RECORDED FEBRUARY 22, 1980, OF OFFICIAL RECORDS, RIV. CO. (SCH. "B" ITEM NO. 9 OF CLTA GUARANTEE). O5 ELECTRICAL UTILITY EASEMENT IN FAVOR OF SOUTHERN CALIFORNIA EDISON COMPANY, RECORDED NOVEMBER 9, 1995 AS INSTRUMENT NO. 376152, OF OFFICIAL RECORDS, RIV. CO. (SCH. "B" ITEM NO. 13 OF CLTA GUARANTEE). 6Q P.U.E., AS RETAINED AS THAT VACATED PORTION OF LOT F OF PALM VISTA UNIT NO. 2 DESCRIBED IN INSTRUMENT NO. 259664, RECORDED DECEMBER 15, 1983, OF OFFICIAL RECORDS, RIV. CO. (REF.: EXHIBIT A, LEGAL DESCRIPTION, OF CLTA GUARANTEE). SAND SG� JOyy Gs No. 9457 * EXP. 09/30/2018 �fglF OF CAUF����Q ADJUSTMENT PLAT- CITY OF PALM DESERT PREPARED BY: APPLICANT: APPROVED BY: DIANE BUSCH CHRISTOPHER TS C/O CA. DESERT ASSOC. OF REALTORS 44-475 MONTEREY AVENUE (��lle fN H: JOHNSON DATE PALM DESERT, CA 92260 ACTING CITY SURVEYOR DATE 'P.L.S. 9457 (760)346-5637 P.L.S. 8508 EXP. 12 31 18 PLANNING COMMISSION STAFF REPORT CITY OF PALM DESERT DEPARTMENT OF COMMUNITY DEVELOPMENT MEETING DATE: August 7, 2018 REQUEST: Consideration to recommend approval to the City Council of a Mitigated Negative Declaration of Environmental Impact, a Specific Plan document, and Tentative Parcel Map 37234 to subdivide 32+ acres into four (4) parcels bounded by, east of Monterey Avenue, south of Dick Kelly Drive, north of A Street and west of Gateway Drive Recommendation Staff recommends that the Planning Commission continue the project to the August 21, 2018, Planning Commission meeting. Discussion The project, referred to as "MCP Palm Desert," covers 32+ acres of undeveloped land. The Specific Plan subdivides the site into two (2) commercial parcels, one (1) flex parcel, and one (1) residential parcel. The City's Housing Element requires that the applicant construct a minimum of 200 units and staff is recommending that 20% (40 units) are made available at affordable rents within Planning Area 4. Staff believes that we have reached a tentative agreement and are currently working on the appropriate language to add to the Specific Plan. Therefore, staff is recommending that the Planning Commission continue the project to the August 21, 2018, meeting. b A/ Prepared by: Kevin Swartz, Associate Planner LEGAL REVIEW DEPT. REVIEW FINANCIAL REVIEW CITY MANAGER N/A OR,**"' N/A N/A Ryan Stendell Robert W. Hargreaves Director of Janet Moore Lauri Aylaian City Attorney Community Director of Finance City Manager Develo ment APPLICANT: MC Properties 2277 Townsgate Road, Suite 100 Westlake Village, CA 91361 CITY OF PALM DESERT COMMUNITY DEVELOPMENT DEPARTMENT PLANNING COMMISSION AGENDA To: Chair and Members of the Planning Commission Robert Hargreaves, City Attorney Jill Trembley, Assistant City Attorney From: Eric Ceja, Principal Planner Date: August 7, 2018 Subject: Public Hearing Item: CUP 17-0026 Palm Royale Collective At your meeting of July 19, 2018, the Planning Commission continued the public hearing for Conditional Use Permit (CUP) 17-0026. The Commission also directed the applicant and the representatives from Kaiser Permanente to meet and discuss the proposed CUP. Since that time, the applicant has demonstrated their attempts to reach out to Kaiser. In addition, in order to provide greater separation between the CUP and Kaiser's operation, the applicant has agreed to move to a different lease space, within the same building. This new lease space increases the distance between the two uses to over 100 feet. The applicant has also provided updated site plans, floor plans, security plans, odor control and interior renderings for the project. The update plans are provided as part of your packet. Staff is in support of the proposed move and in support of the revised drawings. ERIC CEJA, PAZIOIPAL PLANNER PLANNING COMMISSION STAFF REPORT CITY OF PALM DESERT COMMUNITY DEVELOPMENT DEPARTMENT MEETING DATE: July 17, 2018 PREPARED BY: Eric Ceja, Principal Planner REQUEST: Consideration of a request for approval of a 1,700-square-foot adult use and medicinal retail cannabis business for Palm Royale Collective located at 75-048 Gerald Ford Drive, and adoption of a Notice of Exemption in accordance with the California Environmental Quality Act (CEQA). Recommendation Waive further reading and adopt Planning Commission Resolution No. 2729 approving Conditional Use Permit 17-0026 for the establishment of a 1,700- square-foot retail cannabis business located at 75-048 Gerald Ford Drive, subject to the conditions of approval. Background Analvsis A. Property Description.- The 2.32-acre parcel is located on the north side of Gerald Ford Drive, east of Cook Street, and is developed with two, one-story retail buildings, and an undeveloped office building pad site. Building One is located along Gerald Ford Drive and occupied by a "food court" restaurant. Building Two is setback from Gerald Ford Drive; north of the restaurant building. Building Two is a 5,400-square-foot building with four individual suites; two of the suites are unoccupied and one is operated as a Castendas restaurant. B. Zoning and General Plan Designation: Zone: Planned Commercial (PC-2) / Freeway Commercial Overlay Zone General Plan: Employment C. Adjacent Zoning and Land Use: North: Planned District Commercial/Kaiser Permanente South: Public Facilities (P)/CSUSB Palm Desert Campus East: Planned District Commercial/undeveloped West: Planned District Commercial/Circle K Project Description The project includes the tenant improvements for a new cannabis retail operation at University Centre. The applicant, Palm Royale Collective, is pursuing City and State permits for the operation of a retail and delivery cannabis operation. The business is located in a July 17, 2018 - Staff Report Case No. CUP 17-0026 Palm Royale Collective Page 2 of 4 standard, ground level, retail suite in the center of the building. Vehicle parking is provided within the adjoining parking lot. Pedestrian and customer access is provided at the storefront entrance and a second employee entrance is located at the back of the building. Tenant improvements include the following: • Retail showroom • Lobby and security check in area • Offices • Storage areas • Restrooms In addition, the improvements include several security features and improvements to the air handling system to mitigate any odors. There is no on-site consumption of cannabis products at this site. The retail and delivery operations are expected to be open seven (7) days a week between the hours of 8:00 a.m. to 10:00 p.m. The business expects to have six to10 employees on site during business hours including on-site security personnel. Analysis A. Commercial Cannabis Businesses: In October 2017, the City Council adopted Ordinance No. 1329, establishing a comprehensive set of regulations for commercial cannabis businesses. Those regulations are codified in Section 25.34.120 of the Palm Desert Municipal Code (PDMC). The Cannabis Ordinance limits the total number of cannabis retailers, limits the location of cannabis retailers to commercially zoned properties, and further limits their location by requiring a 1,500-square-foot separation from other cannabis businesses and 1,000-square- foot buffer from schools, daycares, youth centers. Lastly, all commercial cannabis businesses are required to submit a Conditional Use Permit (CUP) and Cannabis Regulatory Permit. The applicant has submitted all information requested for the review of both applications and is in compliance with the City's separation requirements. B. Land Use Compatibility: In 2004, the City Council adopted Resolution No. 04-44 approving the commercial center. This building was identified for general retail and restaurant space; however, other buildings within the center were built for office uses. Retail cannabis operations are similar to other retail operations in the area in terms of customer visits and business practices. In addition, the tenant will have added security features and on-site security that will enhance the level of safety to surrounding tenants. To the north of the building are two, two-story office buildings that are home to Kaiser Permanente (Kaiser) and The Milan Institute. Kaiser has provided a letter opposing the proposed retail cannabis business citing that they provide drug rehab type services in the G.\Plammng\Eric Cele\Damel A"izo-Cannabis\Cannabis\Applications\CUP 17-0026-Palm Royale\PC\PC Staff Report-Palm Royale.doc July 17, 2018 - Staff Report Case No. CUP 17-0026 Palm Royale Collective Page 3 of 4 building and the proposed use could have a negative impact on their clientele. However, staff notes that there are existing restaurants, a convenience store and gas station, and a liquor store in proximity to Kaiser's operation that sell alcohol. To date, staff is unaware of any impacts from those operations on Kaiser's rehab use. In 2017, the City Council adopted commercial cannabis regulations that permit cannabis retailers in a commercial zoning district, subject to the approval of a CUP. The applicant has complied with PDMC requirements for submittal of the appropriate applications and is located in a zone that permits retail cannabis businesses. C. Security: The applicant is proposing a number of security measures to ensure the safety of their customers and the existing businesses at the site. Patrons of the retail operations first enter the suite and are checked-in at the lobby. The lobby staff confirms that the customer is of age and is eligible to make a cannabis purchase. In addition, only a certain number of customers are allowed in the retail showroom at any one time; therefore, the lobby area doubles as a check-in and waiting area. The following security measures are also provided: • Alarm system with motion sensors • Security cameras operating 24 hours a day • Limited access to storage areas In compliance with the City's cannabis regulations, security cameras are provided throughout the retail operation, including the entry and exit to monitor customer activity. Lastly, the retailer proposing to employ on-site security during business hour operations. D. Odor Control: The applicant proposes odor mitigation measures to combat nuisance odors from cannabis. Although cannabis odor for a retail operation is not as strong as a cultivation operation, odors are still present and are a primary concern for many surrounding businesses. As such, the City's Cannabis Ordinance requires applicants to provide methods for odor mitigation. The applicant is proposing to use a series of methods to limit odors from the operation. Negative air pressure is used to limit air leakage out of the suite. Air door curtains are also used at the entrance to limit air from leaving the store. In addition, an ozone generator is used to neutralize odor as it leaves the building. Lastly, the applicant will upgrade the existing air conditioner filters by installing HEPA filters and Phresh duct silencers to neutralize odors. In consultation with other jurisdictions that allow cannabis businesses, odor control is an on- going issue that needs to be addressed on a case-by-case basis. Staff is proposing a condition requiring that, should odor become an issue, that the applicant takes additional measures to mitigate the issue or have the regulatory permit revoked. Public Input G\PlanningTric CejaTamel Amzo-Cannabis\Cannabis Applicahons\CUP 17-0026-Palm Royale\PC\PC Staff Report-Palm Royale.doc July 17, 2018 - Staff Report Case No. CUP 17-0026 Palm Royale Collective Page 4 of 4 A public hearing notice was mailed to all property owners within 300 feet of the proposed use. In addition, the public notice was published in The Desert Sun on July 7, 2018. To date, the Community Development Department has received a letter in opposition from the adjacent Kaiser Permanente facility. No other correspondence in favor or in opposition to the proposed use has been received. Conclusion The applicant has gone through an extensive review process with City staff for compliance with the newly adopted City and State cannabis regulations. Staff believes that the applicant has demonstrated that their operation can be successful in this location, the use is compatible with the existing and surrounding businesses, and the odor and security issues meet the intent of the ordinance and can continuously be improved upon should nuisances arise. Since the cannabis industry is new to Palm Desert, staff foresees heavy oversight of the business. Should any issues arise, such a blatant disregard for nuisance issues, the CUP can be revoked and the business suspended from continued operations. Environmental Review For the purposes of the CEQA, the Director of Community Development has determined that the proposal is categorically exempt under Section 15301, Class 1 (Existing Facilities) of the State CEQA Guidelines and a Notice of Exemption can be adopted. Findings of Approval Findings can be made in support of the project and in accordance with the City's Municipal Code. Findings in support of this project are contained in Planning Commission Resolution No. 2729, attached to this staff report. LEGAL REVIEW DEPT. REVIEW FINANCIAL REVIEW CITY MANAGER N/A N/A N/A Robert W. Hargreaves Ryan Stendell Janet Moore Lauri Aylaian City Attorney Director of Community Director of Finance City Manager Develo ment APPLICANT: Palm Royale Collective 53-860 Avenida Ramirez La Quinta, CA 92253 ATTACHMENTS: 1. Draft Planning Commission Resolution No. 2729 2. Public Hearing Notice 3. Exhibits Provided by Applicant 4. Notice of Exemption 5. Letter of Opposition —Kaiser Permanente G\Planning\Eric Cela0aniel Arvizo•Cannabis\Cannabis\Applicalions\CUP 17.0026-Palm Royale\PC\PC Staff Report-Palm Royale.doc PLANNING COMMISSION RESOLUTION NO. 2729 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF PALM DESERT, CALIFORNIA, APPROVING A CONDITIONAL USE PERMIT FOR A RETAIL CANNABIS BUSINESS LOCATED AT 75-048 GERALD FORD DRIVE; AND ADOPTING A NOTICE OF EXEMPTION IN ACCORDANCE WITH THE CALIFORNIA ENVIRONMENTAL QUALITY ACT CASE NO: CUP 17-0026 WHEREAS, the Planning Commission of the City of Palm Desert, California, did on the 19th day of July 2018, hold a duly noticed public meetings, and continued the applicant's request to their meeting of August 7, 2018, to allow the applicant to meet with the adjoining neighboring uses; and WHEREAS, the Planning Commission of the City of Palm Desert, California, did on the 7th day of August, 2018, hear the applicant's requests for the proposed cannabis business; and WHEREAS, the City Council of the City of Palm Desert adopted Ordinance No. 1329, allowing commercial cannabis businesses, including retail dispensaries, within the City; and WHEREAS, Ordinance No. 1329 established comprehensive regulations for commercial cannabis businesses, including standards for business operations, and permit requirements; and l,�,,I�ItI�I� ��IIIIi,; WHEREAS, the applicant has submitted a Conditional Use Permit (CUP) and Cannabis Regulatory Permit to operate a retail cannabis business, and provided all required information including a business plan, security plan, neighborhood and community outreach plans, and background information, in accordance with the City's commercial cannabis business requirements; and WHEREAS, the location of the retail cannabis business is located in the City's "Planned Commercial" zoning district and, meets the City's separation and distance requirements, is permitted subject to the approval of a CUP and Cannabis Regulatory Permit; and WHEREAS, the applicant has demonstrated compliance with the City's 1000- square-foot separation requirements from schools, daycares, and youth centers; and WHEREAS, nuisance issues, including, but not limited to, odor and security, are mitigated in accordance with the City's cannabis regulations, and the project is conditioned to respond to any issues immediately or be subject to revocation of said cannabis regulatory permit; and WHEREAS, the project complies with the goals and policies contained in the City's General Plan that promote a diverse, growing, and resilient local economy; and PLANNING COMMISSION RESOLUTION NO. 2729 WHEREAS, pursuant to section 21067 of the Public Resources Code, Section 15367 of the State California Environmental Quality Act (CEQA) Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.), and the City of Palm Desert's ("City's") Local CEQA Guidelines, the City is the lead agency for the proposed project; and WHEREAS, as the lead agency, the City has reviewed the proposed project and determined that, as the business is locating in an existing developed building and site, that the project is exempt under Section 15301, Class 1 "existing facilities" of the CEQA and that the Planning Commission can adopt a Notice of Exemption of environmental review; and WHEREAS, as contained herein, the City has endeavored in good faith to set forth the basis for its decision on the proposed retail cannabis business and WHEREAS, all of the findings and conclusions 'made by the City pursuant to this Resolution are based upon the oral and written evidence before it as a whole; and WHEREAS, at the said public hearing, upon hearing and considering all testimony and arguments, if any, of all interested persons desiring, to be heard, the Planning Commission did make the following findings to justify the approval of said request: WHEREAS, all other legal prerequisites to' the adoption of this Resolution have occurred. NOW, THEREFORE, BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF PALM DESERT, CALIFORNIA, AS FOLLOW '�i!iljl li� gill �II!luu�, ��,'��uo�lllill!!illiIIIIIIPi��� SECTION 1. Recitals. The Planniri ! ! mission of the City of Palm Desert hereby u,rii l!l finds that the foregoing recitals are true and correct and are incorporated herein as substantive findings of this Resolution. SECTION 2. Compliance with the CEQA. As the approving authority for the project, the Planning Commission has reviewed and considered the information contained in the application and administrative 'record on file with the City and available for review at 73-510 Fred Waring Drive, Palm Desert, California. The Planning Commission finds that a Notice of Exemption can be adopted in compliance with the CEQA (Pub. Res. Code § 21000 et seq.: "CEQA") and the State CEQA Guidelines. SECTION 3. Findings on Conditional Use Permit. In approving this project, the Planning Commission makes the following findings in accordance with PDMC Section 25.72.050: 1. That the proposed location of the conditional use is in accordance with the objectives of this title and the purpose of the district in which the site is located. The purpose of the Planned Commercial zoning district is to provide flexibility for a mix of uses, including retail, medical, and other commercial and residential operations, and allows commercial cannabis businesses to be considered through a CUP. The Planned District Commercial zoning district further provides convenient shopping opportunities outside of the downtown core area. The proposal to establish a retail dispensary cannabis business at this location 2 PLANNING COMMISSION RESOLUTION NO. 2729 complies with the City's goals and the objectives of the zoning designation, and the City's "Commercial Cannabis Business and Personal Cultivation" and the "Commercial Cannabis Business Regulatory Permit" ordinances by providing a detailed business plan, security plan, odor control plan, neighborhood and community outreach plans, and background check information. The conditional allowance of this use at this site complies with the objectives and purpose of the Planned Commercial zoning district and exceeds the minimum separation requirements established in cannabis ordinances. 2. That the proposed location of the conditional use and the conditions under which it would be operated or maintained will not be detrimental to the public health, safety, or welfare, or be materially injurious to properties or improvements in the vicinity. Voters of the State of California did in November 2016, vote and approve Proposition 64 — the Control, Regulate ,and Tax Adult-Use of Marijuana Act (AUMA), to allow the adult use of cannabis subject to local ordinances. The City of Palm Desert, in response to the,voter-approved law, established a committee to evaluate cannabis business potential in the City and found that cannabis businesses are compatible with other general retail uses subject to conditions to mitigated nuisances, such as odor and 1's'ecurity. As designed, and as conditioned, the establishment of a retail cannabis business at this location will not be detrimental to the public health, safety, or welfare, as the use is designed to include on-site security peronnel, video surveillance, a UV filtration, negative air pressure, an charcoal filters, to mitigate security and odor nuisance concerns. i 3. That thli o posed co ditional will comply with each of the applicable provisio II this title, except for apf ved variances or adjustments. II� I , 'III 11 illllillllililIIpillill I ► ���The propose �I ; I �phe I IN evelopment and use standards of the PC zoning d{strict, the requireme listed in the City's comprehensive cannabis regulation.No adf opents of variances are proposed for this use. 4. That the proposed conditional use complies with the goals, objectives, and policies of the City's General Plan. The proposed retail cannabis use complies with goals and objectives of the City's General Plan, including Goals listed in Chapter 3 of the Land Use and Community Character chapter, including Goals: 5.1, 5.3, 8.1, and Chapter 10 Goal 1.1. In providing a retail space for the dispensing of cannabis, the applicant is complying with the goals and objectives of the City's General Plan. SECTION 5. Approval. The Planning Commission hereby approves the applied CUP and Cannabis Regulatory Permit applications for the project. SECTION 6. Custodian of Records. The documents and materials that constitute the record of proceedings on which these findings are based are located at the City's office at 73- 510 Fred Waring Drive, Palm Desert, CA 92260. 3 PLANNING COMMISSION RESOLUTION NO. 2729 SECTION 7. Notice of Exemption. The Planning Commission approves the Project and directs Staff to file a Notice of Determination with the County of Riverside and the State Clearinghouse within five (5) working days of any Project approval. PASSED, APPROVED, AND ADOPTED by the Planning Commission of the City of Palm Desert, California, at its regular meeting held on the 71h day of August, 2018, by the following vote, to wit: AYES: �I NOES: 4i1 I it ABSENT: ABSTAIN: iiillillli!I '��III illllllr, <'i�llll', I Illlili�i� JOSEPH PRADETTO, CHAIRMAN �li;l � IIIIIIII!Iillllllll ";"';�"!'i!ii►i' ;'°,. ATTEST: I Ipl� ,,IIIII iI ' Illplt RYAN STENDELL, I p PLANNING COMMISSION SECRETARY iilli'� � lil" �����li„1!il!►,i Ilia .���IIIII!II III , IIIII ' i l' I. III►II 4 PLANNING COMMISSION RESOLUTION NO. 2729 CONDITIONS OF APPROVAL CASE NO. CUP 17-0026 DEPARTMENT OF COMMUNITY DEVELOPMENT: 1. The development of the property shall conform substantially with exhibits on file with the Department of Community Development, as modified by the following conditions. 2. The applicant agrees that in the event of any administrative, legal or equitable action instituted by a third party challenging the validity of any of the procedures leading to the adoption of these project approvals for the retail use, or the project approvals themselves, the applicant and City each shall have the right,in their sole discretion, to elect whether or not to defend such action. The applicant, at its sole expense shall defend, indemnify, and hold harmless the City (including its agents, officers, and employees) from any such action, claim, or proceeding with counsel chosen by the City, subject to applicant's approval of counsel, which shall not be unreasonably denied, and at the applicant's sole expense. If the City is aware of such an action or proceeding, it shall promptly notify the applicant and cooperate in the defense. The applicant, upon such notification, shall deposit sufficient funds in the judgment of City Finance Director to cover the expense of defending such action without any offset or claim against said deposit to assure that the City expends no City funds. If both Parties elect to defend, the Parties hereby agree to affirmatively cooperate in defending the said action and to execute a joint defense and confidentiality agreement in order to share and protect information, under the joint defense privilege 'recognized under the applicable law. As part of the cooperation in defending an action, City and the applicant shall coordinate their defense in order to make the most efficient use of legal counsel and to share and protect information''' 'Applicant and City shall each have sole discretion to terminate its defense at any, time. The City shall not settle any third party litigation of project approvals without applicant's consent, which consent shall not be unreasonably withheld, conditioned or delayed unless applicant materially breaches this indemnification requirement. lh 3. In accepting this Conditional,Use Permit and operating a business pursuant thereto, the applicant acknowledges that the regulation of the production, distribution, sale, and use of cannabis remains in flux due to the relative novelty of these uses and conflicts with federal law. Applicant agrees that the applicant remains at risk and subject to all changes in federal, state, and Palm Desert regulations, including the possibility of the discontinuance of such uses or the imposition of additional requirements that render continuing'operations infeasible, and does not gain a vested right to continue to operate in any particular manner, in any particular place, or at all. 4. The retail cannabis use is limited to this location and the use described herein shall be subject to the restrictions and limitations set forth herein which are in addition to the approved use standards listed in the PDMC, and state statutes now in force, or which hereafter may be in force. 5. Prior to issuance of a building permit for improvements and use contemplated by this approval, the applicant shall first obtain permits and/or clearance from the following agencies: 5 PLANNING COMMISSION RESOLUTION NO. 2729 Coachella Valley Water District (CVWD) Burrtec Waste Management Fire Department Evidence of said permit or clearance from the above agencies shall be presented to the Department of Building & Safety at the time of issuance of a building permit for the use contemplated herewith. 6. The retail cannabis use of this property shall not commence until the applicant can provide the City's Community Development Department with proof of a license issued by the State Bureau of Cannabis Control. Continued use of the property for cannabis purposes is subject to the applicant maintaining a valid license from the State Bureau and demonstrating on-going compliance with the City's cannabis regulatory permit. 7. The premises shall be equipped with an odor absorbing ventilation and exhaust system so that odors generated inside the cannabis business is not detected outside of the business, anywhere on adjacent properties, public right-of-way, or in any exterior or interior common areas or tenant spaces 'As such, the applicant shall install odor mitigation equipment in accordance with the plans on file as part of this application, and to the satisfaction of the Building Official. Should odor issues arise, the Community Development Department may require additional odor control measures be employed. At a minimum the applicant shall install the following: A. Air filtration system with odor control that prevent internal odors from being emitted externally. B. Air systems that create negativel'air pressure between the cannabis business and the exterior. 8. Security features shall be installed within the tenant lease spaces in accordance with the plans on file as part of this application. All security features shall be installed and maintained as specified in the City's Cannabis Regulatory Permit regulations. 9. The applicant is required to, have on-site security personnel during business hours. Security personnel shall be licensed with the State Bureau of Security and Investigative Services. 10. The applicant shall comply with all applicable provisions of the PDMC Sections 5.101 (Commercial Cannabis Business Regulatory Permits), 8.38 (Personal Use of Cannabis), and 25 34.120 (Commercial Cannabis Business and Personal Cultivation). 11. Exterior building signs are not a part of this approval. All exterior building signs shall be submitted to the Community Development Department along with a Sign Application for staff review. 12. From the public right-of-way, no exterior evidence, other than a building sign to identify the retail operation, of cannabis products is permitted. 13. All mechanical equipment, either roof or ground mounted, shall be screened from public view. All such equipment shall be fully screened by the roof structure, parapet wall, ground mounted walls, berming and/or landscape. 6 PLANNING COMMISSION RESOLUTION NO. 2729 14. Any and all window and door security devices such as metal bars, gates and shutters, shall be installed within the interior of the building and screened from public view. 15. Operation of the cannabis business outside of these approvals and conditions shall constitute a violation of the PDMC and shall be enforced pursuant to the provisions in the PDMC. On-going violations which are not remedied within a timeframe established by the Community Development Director may result in revocation of the CUP and Cannabis Regulatory Permit. BUILDING AND SAFETY DEPARTMENT: 16. This project shall comply with the latest adopted edition of the following codes: A. 2016 California Building Code and its appendices and standards. B. 2016 California Residential Code its appendices and standards. C. 2016 California Plumbing Code and its appendices and standards. D. 2016 California Mechanical Code and its appendices and standards. E. 2016 California Electrical Code. F. 2016 California Energy Code. G. 2016 California Green Building Standards Code. H. 2016 California Administrative Code. 411ilillillli I. 2016 California Fire Code and its appendices tandards. pull Iil!II�i � I�r.,'I 17. Dispensaries are a Group B/M occupancy. ��I�ullll� �,u!!i�Cll!IIIi�IIIII!IIII����IIII,II!Illpuu,�,,, °!��I li � ILL .� 18.Access to require II filet facilities for cu�.� rs shall not pass through areas designated aj Ulu for employee use; iy such a �� jtchens, i ,d preparation areas, closets, storage rooms or similar space§lei I� IIIII IIIIIII �I�ii Ilia' 19. Submit an exit lanit!I1d't l�IIII I an 1101I show compliance with all required egress p � � III,�(� p q 9 s features such as, but not limited to, comp path of travel, the required number of exits and separation, occupant load, required width, continuity, travel distance, elevators, etc. CBC 1001.1. 20.All exits must provide an accessible path of travel to the public way. (CBC 1027.5 & 11 B-206) , 21. Provide an accessible,,path of travel to the trash enclosure. The trash enclosure is Ill 11 required to be accessible. Please obtain a detail from the Department of Building and Safety. 22. All contractors and subcontractors shall have a current City of Palm Desert Business License prior to permit issuance per PDMC, Title 5. 23.All contractors and/or owner-builders must submit a valid Certificate of Workers' Compensation Insurance coverage prior to the issuance of a building permit per California Labor Code, Section 3700. 7 PLANNING COMMISSION RESOLUTION NO. 2729 24.Address numerals shall comply with Palm Desert Ordinance No. 1265 (PDMC 15.28. Compliance with Ordinance 1265 regarding street address location, dimension, stroke of line, distance from the street, height from grade, height from the street, etc. shall be shown on all architectural building elevations in detail. Any possible obstructions, shadows, lighting, landscaping, backgrounds or other reasons that may render the building address unreadable shall be addressed during the plan review process. You may request a copy of Ordinance 1265 or Municipal Code Section 15.28 from the Department of Building and Safety counter staff. 25. Please contact the Department of Building & Safety Building at (760) 776-6420 regarding the addressing of all buildings and/or suites. IIII IIII �,, '��III I I I, Ill�i IIII I ' ��ip Illllllpllllllllllll � � .IIII 119�� �N► I II� 11 I ����III IIII II; IIII!IIII I I IIIII��„,., pig, I1i611111 Il�llj� i �,� i �,�� ����,III� I!III►I ' , ' III I ,,, U III � lug 8 CITY Of PHIM 0ESERT 73-5 fo FRED WARING DRIVE PALM DESERT,CALIFORNIA 92260-2578 TEL:760 346—o6ii info cityofpalmd"ert.org CITY OF PALM DESERT LEGAL NOTICE CASE NO. CUP 17-0026 NOTICE OF A PUBLIC HEARING BEFORE THE PALM DESERT PLANNING COMMISSION TO CONSIDER A REQUEST BY PALM ROYALE COLLECTIVE, FOR A CONDITIONAL USE PERMIT APPLICATION TO ESTABLISH A 1,700 SQUARE-FOOT COMMERCIAL CANNABIS RETAIL AND DISPENSARY FACILITY LOCATED AT 75-048 GERALD FORD DRIVE The City of Palm Desert (City), in its capacity as the Lead Agency for this project under the California Environmental Quality Act (CEQA), finds that the proposed project is exempt per Section 15301, Class 1 "Existing Facilities"of the CEQA and that a Notice of Exemption can be adopted as part of this project. Project Location/Description: Project Location:75-048 Gerald Ford Drive Project Description: A Conditional Use Permit and Cannabis Regulatory Permit have been submitted for the operation of a 1,700 square-foot cannabis retail and dispensary use within an existing one-story commercial building located on the north-side of Gerald Ford Drive, east of Cook Street. The business includes a security lobby, retail display areas, offices, and storage areas. A detailed security plan and odor control plan are provided as part of these applications. Recommendation: Staff is recommending that the Planning Commission adopt a resolution approving the proposed Conditional Use Permit,subject to conditions,for a commercial cannabis business. Public Hearing: The public hearing will be held before the Planning Commission on July 17, 2018,at 6:00 p.m. Comment Period: The public comment period for this project is from July 7, 2018 to July 17, 2018. Public Review: The Conditional Use Permit and Cannabis Regulatory Permit applications are available for public review daily at City Hall. Please submit written comments to the Planning Department. If any group challenges the action in court, the issues raised may be limited to only those issues raised at the public hearing described in this notice or in written correspondence at, or prior to the Planning Commission hearing.All comments and any questions should be directed to: Eric Ceja, Principal Planner City of Palm Desert 73-510 Fred Waring Drive Palm Desert,CA 92260 (760)346-0611 eceja@cityofpalmdesert.org PUBLISH: DESERT SUN RYAN STENDELL, July 7,2018 PLANNING COMMISSION SECRETARY NOTICE OF EXEMPTION TO: FROM:City of Palm Desert ❑ Office of Planning and Research 73-510 Fred Waring Drive Palm P.O.Box 3044,Room 113 Desert,CA 92260 Sacramento,CA 95812-3044 ® Clerk of the Board of Supervisors 2724 Gateway Dr,Riverside, or CA 92507 County Clerk County of. Riverside 1. Project Title: Palm Royale Retail Cannabis 2. Project Applicant: Palm Royale Collective 53-860 Avenida Ramirez La Quinta,CA 92253 3. Project Location—Identify street address and 75-048 Gerald Ford Drive cross streets or attach a map showing project site (preferably a USGS 15' or 7 1/2' topographical map identified by quadrangle name): 4. (a)Project Location—City:Palm Desert (b) Project Location—County:Riverside 5. Description of nature,purpose,and beneficiaries The total project site consists of an existing 5,400 square of Project: foot retail building on less than three acres.The proposal to operate a 1,700 square-foot retail cannabis store,which will serve both adult-use and medicinal clientele,is permitted under the City's Cannabis Regulations.Tenant improvements are proposed for this operation. 6. Name of Public Agency approving project: City of Palm Desert 7. Name of Person or Agency undertaking the Palm Royale Collective project,including any person undertaking an activity that receives financial assistance from the Public Agency as part of the activity or the person receiving a lease,permit,license,certificate,or other entitlement of use from the Public Agency as part of the activity: 8. Exempt status: (check one) (a) ❑ Ministerial project. (Pub.Res.Code§ 21080(b)(1);State CEQA Guidelines§ 15268) (b) ❑ Not a project. (c) ❑ Emergency Project, (Pub.Res.Code§21080(b)(4);State CEQA Guidelines§ 15269(b),(c)) (d) ® Categorical Exemption. Class 1 "Existing Facility"a State type and section number: 15301 (e) ❑ Declared Emergency. (Pub.Res.Code§21080(b)(3);State CEQA Guidelines§ 15269(a)) (f) ❑ Statutory Exemption. State Code section number: (g) ❑ Other. Explanation: Notice of Exemption FORM"B" 9. Reason why project was exempt: Project is consistent with the City's general plan and applicable zoning regulations.The site is surrounded by existing commercial development and only interior building modifications are proposed.The site has no value as habitat,is served by existing utilities,and does not result in significant effects on traffic,noise,air quality,or water quality. 10. Lead Agency Contact Person: Eric Ceja,Principal Planner Telephone: (760)346-0611 11. If filed by applicant:Attach Preliminary Exemption Assessment(Form"A")before filing. 12. Has a Notice of Exemption been filed by the public agency approving the project? Yes ® No❑ 13. Was a public hearing held by the lead agency to consider the exemption? Yes® No❑ If yes,the date of the public hearing was:July 17,2018 Signature: Date: Title: ®Signed by Lead Agency ❑Signed by Applicant Date Received for Filing: (Clerk Stamp Here) Authority cited: Sections 21083 and 21100,Public Resources Code. Reference:Sections 21108,21152,and 21152.1,Public Resources Code. Notice of Exemption FORM`B" r,reVr-06-/12j- n KAISER PERMANENTE® Kaiser Foundation Hospitals �1,,�, ' TIA-4--61 December 1, 2017 iA Lauri Aylaian City Manager city of Palm Desert Palm Desert City Hall CommunRy Development 73510 Fred Waring Drive DEC 2 O Z017 Palm Desert, CA 92260 Dear Ms. Aylaian, We are writing to express Kaiser Permanente's concerns regarding the possible location of a retail cannabis shop adjacent to a Kaiser Permanente medical office and our belief that it would be incompatible with the City of Palm Desert's commercial cannabis business selection criteria. The Kaiser Permanente operates Addiction Medicine and Pediatrics departments as well as other medical services at our Palm Desert Medical Offices, located at 75-036 Gerald Ford Drive, Palm Desert. Kaiser Permanente members of all ages, including teens, seek professional assistance to overcome substance abuse, addiction, and other behavioral health issues at this medical office. Additionally, our Pediatrics department sees children through the age of 18. We have been made aware that a potential applicant is interested in locating a retail cannabis business immediately adjacent to this our Palm Desert Medical Office. Because of the nature of our services and patients, our Medical Offices are a "sensitive use" under criteria 1.c of the Location and Neighborhood Compatibility section of the selection criteria. Moreover, the proximity of our Medical Offices to such a retail cannabis location creates a negative impact(criteria 1.d) that we do not believe could be adequately mitigated. Further, we do not believe any Community Benefits (criteria 5.a-c) are generated by locating a retail cannabis shop adjacent to a Medical Office providing Addiction Medicine and Pediatric services. Kaiser Permanente's priority is the health of our members and the communities we serve. We are extremely concerned that the temptation of a cannabis retail store just steps away from our Addiction Medicine facility would place those seeking professional help at risk of not reaching and maintaining full recovery. it can be very difficult for individuals to find the personal strength to seek professional help for their substance abuse issues. As a community, we should not make taking that crucial step any more difficult than needed. A retail cannabis business at this location could compromise an individual's return to a healthy, drug-free lifestyle, which would negatively impact the Palm Desert community's wellbeing. an �j' KAISER PERMANEWE-7, Kaiser Foundation Hospitals We request your consideration of the above in applying the selection criteria. We believe a retail cannabis shop proximate to our Medical Office would be incompatible with the neighborhood,,devoid of community benefit, and should not be granted a CUP or regulatory permit. Thank you for your consideration of our request and look forward to hearing back from your office. We are happy to answer any questions you may have regarding our concerns. Please contact-Tara Pratt, Director, Public Affairs at tara.pratt@kp.org or by phone at 951-602- 4124. Respectfully, , Vita Willett Senior Vice President, Area Manager Kaiser Foundation Health Plan and Hospitals cc: Eric Ceja, Principal Planner Ryan Stendell, Director of Community Development 10800 Magnolia Avenue Riverside,California 92505 N id'N'i�L'li CALIFORNIA JURAT A notary public or other officer completing this certificate verifies-only the identity of the individual who signed the document,to which this certificate is attached,and not the truthfulness,accuracy,orvaiidity of that document. STATE OF CAUFORN[A ? COUNTY OF %� } Subscribed and sworn to(or affirmed)before me on this day of l _ Dale Mangy rear by Nance of Signers proved to me on the basis of satisfactory evidence to be the person(s)who appeared before me. J.VEROARA Coiation 213 4756m signature: i Notary Pubfic-Calffomla r nat o Notary Public Loa Angalaa County 9 f ry My Gomm.WIN IV,na O a c 20.2014+ seal Place Notary Seal Above OPTIONAL Though this section is optional, completing this informeWon can deter alteration of the document or fraudulent ottochment of tins f orm to an unfntended document Description of Attached Document TrUe or Type of Document: 0 Document Date: 1.?-A4- d Number of Pages: &�� Signer(s)Other Than Named Above:_MOMf7 ..___ PALM ROYALE C O L L E C T I V E Palm Desert Royale Collective will be pursuing a Type I OA-M, -R licenses from the state of California Bureau of Cannabis Control. This is pending the approval from the city of Palm Desert regarding the enclosed Conditional Use Permit and Cannabis Regulatory Permit as outlined in the cities ordinance. Cannabis Re u�ry/CUP Application Table of Contents 1. LLC Incorporation Information 2. Photo Identification 3. Permits Currently Held 4. Permits Denied 5. Proposed Business Location 6. Fictitious Business Name List 7. Financial Information 8. Conviction Information 9. Premises Diagram 10. Security Plan I I. Business Plan 12. Owner Approval 13. City Authorization to Verify Information 14. Verification of Fact Statement 15. State of California Bureau of Cannabis Control Application 16. Interested Parties Secretary of State —71 �► Articles of Organization LLC-9 2 Q 1 l 3 3 5 1 0308 Limited Liability Company (LLC) 7 IMPORTANT--Read Instructions before completing this form. FILED l C Filing Fee .$70.00 Sectary OfSwe Sti#r;?of CeIIFOfflio Copy Fees-First plain copy{fee;Additional copies: First page$9.OtJ 8.50 for each DEC � ' �� attachment page;Certitication Fee-$5.00 Important! LLCs may have 10 pay an annual minlmum$800 tax 10 the California Franchise Tax Board. For more information,go to httpsJlwww.t'tb.ca.gov. This Space For Office Use Only 1. Limited Liability Company Dame(See Instructions—Must contain an LLC ending such as LLC or L.L.C. "LLC`%Wr be added,W not included.) Palm Royale Collective, LLC 2. Business Addresses a Idtial Street Address of Oesignaled OMm in catilomis_Oo not Kst o P.O.8= City(no abbreviaSms) St-fa Zip Code 75-048 Gerald Ford Drive, #103 o Palm Desert CA. 9Z2f 1 t4 k*Ul Malting Addrnu of LLC.If different than item 2sCRy(no ebb Vdgts) State Zip Code Item 3a and 3b: If nanitng an Individual, tho agent must reside In California and Item 3a and 3b must be 3. Agent for Service of Process completed Will,the agWe name and complete California street address. Item 3c: If naming a Carifomla Registered Corporate Agent,a current agent registration cowfir2le must be on file with the Celifomta Secretary of State and Item 3o must be completed(leave item 3a-3b blank). a.Caritomia Agent's First Name(d agent is not a corporation) Mkldte Name lest Na ma sum* Lisa Kathleen lZornes b.S'treetAddless of agent Is not a corporation)-po not lista P.O.aax City(no abbreviations) tgate. 2Ip Code 75-048 Gerald Ford Drive Palm Desert CA 92211 e CalWomin Registered Corporate AgerWa Neme(if agent is a corporation)—DO not complete Itam 3a or 3b 4. Management(Select only one boxy The LLC will be managed by; One Manager More than One Manager Q All LLC Member(s) 5. Purpose Statement(Do not aster Purpose Statement) The purpose of the limited liability company Is to engage in any lawful act or activity for which a limited Iiabll}ty company may be organized under the California Revised Uniform Limited Liability Company Act. G. The Information contained herein,including in any attach , s e and correct. Lisa Kathleen Zones Organizer sign h Print your name here LLC-1(REV 0=016) 2016 Caranin Rwiprary„f siate T t DEPARTMENT OF THE TREASURY 11W INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 Date of this notice: 12-05-2017 Employer Identification Number: 82-3604514 Form: SS-4 Number of this notice: CP 575 A PALM ROYALE COLLECTIVE LISA K ZORNES MBR 75048 GERALD FORD DR For assistance you may call us at: PALM DESERT, CA 92211 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN) . We assigned you EIN 82-3604514. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please matte the correction using the attached tear off stub and return it to us. Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown. Form 941 04/30/2018 Form 940 01/31/2019 Form 1065 03/15/2019 Form 720 04/30/2018 If you have questions about the form(s) or the due date(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in de=ermining your annual accounting period (tax year) , see Publication 538, Accounting Periods and Methods. We assigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1, 2004-1 E.R.B. 1 (or superseding Revenue Procedure for the year at issue) . Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructions for additional information. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8632. From: California State Board of Equalization NoReply_StateBoardofEqualization@state.ca.gov Subject: California State Board of Equalization - Registration Status Date: Dec 5, 2017 at 2:27:39 PM To: Ikzornes@icloud.com Dear LISA K ZORNES, Per your request,you have been registered to perform online services for the following account numbers:SR EHC 103183802. To log In to the Board of Equalization's online services, visit our website w- mmboe_ca.a2y and click on the Log in button. For assistance you may contact our Customer Service Center at 1-800400-7115 (TTY:711),from B-00 g,MJo 5 0 p m. Pack time, Monday through Friday, excluding state holidays. Additional information can be found on our website, or you can email us your non-confidential tax ques#ions at bgp:/www.boe.ca_goyfinfolemail.html. Please do not reply to the email,the mailbox is unable to receive any replies. The information contained in this transmission Is contdendal and intended solely for the use of the individual or entity named above. if you are not the Intended recipient,you ate hereby notified that any disclosure, use, distribution or copying of this caommunicstion is strictly prohibited. If you have received this email in error,please Immediately delete it Persons who copy or disclose such confidential information are subject to applicable legal penalties. OPERATING AGREEMNT OF A Califomia Liatibed LiabilitY Company AGREEMENT Date: i 2/ Madeamaa�g: Palm �o Cale Coileeb ve, G ManagingMartberl: sit <a}hle2n ZarheS Address: 53 S 60VD Prlt.a Iza m i ire z - Lcx ( u+rs+a� C a225 3 Ad�MsmberI A i COO m ck r i e Nch,,,+ 0Collective y ii ar rwefear+edCto as� Me �l j $g end, Member l: DrUACKIA 20 t1-PS Addrow-Tg6t ftnida erntrez - La Quieltmi CA AZ253 Member 2: ryz Address, iwQ; 3: n/a Address: Member 4: Y1 f CA Addmsa: --� Collectively hrreafbw referred to as"MmrbaWl WITNESSE_T_H.: WHEREAS,the parties hereto deske to form a limited liability omapam pursuant to the laws of the State of Califoania for the purposm bgci uft sat forth,and to asubliah their respective rights and obligatdatts in ca®ecdam with the limaited liability cornpsn3,ind Now, THEREFORE, m c onsidcraflon of the muttW covenants set fr3rtb berm and other vah:able ommdsrrudon,the receipt and m fl lcieacy of which busby are acbwwledged,the Managing Members and Members agrm as follows: 1. Formation The parties bemby confirm that they have fnmwd a limited liability co VEW(the"Lmttbed Liability Company"} pwmnaat to the provisions of the Califomia Limited Liability Company Act, Cal1fmjim Stm mutes Air omb4 CbSpta 23,d aq.,as the Same may be amended from time to thnCi fLS dkc prapases and the period and upon the terms and conditions haema&r sd Earth. 'Ihe parties have cmused to be filed the Articles of Oxpnizatiflm of the Limited Liability C=paay,and shall execarta, acknowledge, swegr to and Me any other determents required oxW applicable law. ti r r � �7 1 r t The name of the Limited Liability Company small be Fol, I -4 P C".�1 ve 4 .and all business of the Limited Liability Y sball be conducted under said mmme,or such other name as the Members from time to time may determim f r i l The purposes of the Limited Liability Company art to f 2.+G l t /A — '}Y Pe 10 C rann(AID+ To incur inddimh ass,se=od and tm moired;to enter into and pwftm contracts and agreements of any r kind necessary to,in datums with or incidental to the buses of the Limited Liability Company;and to carry on any other activities necessary to, in canaection with or incidegal to the foregoing, as the 4 Managing Members is their discretion may doem deshmble. r� The principal place of basins and specified office of the Limited Liability Company at whirls the . records required to be maintained by the Limited Liability Company nuadm the California Limited Liabilily Company Act am to be kept shall be at 75�ftpalA A Dr.SbaD 3 a0m weqj Q q Z21 X Lj at such other or additional places of business within or outside of the State of Calif cniw as the Managing Members fin time to time may designate. The Managing Members shall notify the other Members ofany of the principal place of business and specified office. 2 The Limited Liability Company bereby designs r—', (ltegistdrrd AgentN whose address is v as the Registered Agent of the Limited Liability Company for service of process. CA q2 253 ram. The Managing Members may change the registered office and Registered Agent bnm time to time by filing the prescr bed forms with the appropriate governmental auiharlties. r-, 5. C# Coate v The capital of the Limited Liability Company small be S LL50 4M which shall co®sist of the {, aggregate of the capital canInIutions to be made pursuant to this Article 6. r Each of tlse Members shall contribute to the capital ofthe Limited UabrTity Company the amnomt set forth opposite his name below: r-, Managing Member 1- K I S s,) , o Q ManegingMember2-jffiontCA M616a v4c% ` Member 1. S1 'Q Q Member 2- n r a S f Member 3- VI S Member 4 S r The Members shall not be requited to make any additional capital contributions. r � �y r l ti Except as specifically peed in this Agreement or regnirad by law,no Member shall have the riel to withdraw or reduce his caotributions to the capital of the Limited Liability Company untU the termination of the Limited Liabft Company. No Member shall have the right to demand and necaive any distrtlnttiom from the Limited Liabiltt'y Company in nay foam other than cash,regardiew of flu nature of f such Member's capital contribution. No Member shall be paid mteauest on t epital COUMI dons to dw Limited LiabIty Company. f The liability of any Member for the losses, debts, liabilities and obligedons of flue Limited Liability Company shall be limited to paying: the capital contribution of such Member when due radar taus Agreement;such Member's sbare of any undistntbwed assets of the Limited Liability Company;end(only if and to the extent at any time required by applicable law) any amounts previously distributed to such L Member by the Limited Liability Company. r 6. Loans agd&ftnm by Member f �. If any Member shall loan or adva=any finds to the Limited Liability Company in access of the r capital contribution of such Member prescribed heroin.such loan w advance shall not be deemed a capital lion to the T Arnt d Liability Company and sball not many respect increase such Membar's into i s- io the:Limited Liability Company. F 7. AlloenO ms And Dhttitt uftns As used in this Agreement,the tames"net profits"and"deaf losses"shall mean the profits or losses r, of the Limited Liability Company fimn the conduct of the Limited Liability Conipa ny's bushes,aver all mcpanses incurred In carmection therewith have been paid or provided for. The net profits or not losses of r '1 the Limited Liabft Company shall be determined by the Limited Liability Company's accoumtanis in ` accordance with genarally accepted accounting prin ciplas applied in daim mining to income. gains. 1. expenses,deductions or losses,as the case may be,reported by the Limited Liability Company for Federal O incom tax purposes. The term "cash receipts" shall moan all cash recdpts of the Limited Liability Company frown whatever source derived, including with limitatiom c gAtal contributions made by the Mambas; the proceeds of any sale,exchange,or odd disposition of all or any part of the aomis of the Limited Liability Company;the proceeds of any loan to the Limited Liability Company,the proceeds of my insurance policy a payable to the Limited Liability CompaW, and the proceeds fimm the liquidation of the assets of the Limited Liability Company following a tamhuttio .of the Limited Liability Company. The "capital account" for each Member shall moan the atccaunt established, determined and maintained for such Member in accos dmae with Section 704(b)of the Internal Revenue Code and TI easuty Regulation Section I.704.1(b)(2Xiv). The capital account for each Member shall be iacreaud by(1)fire amount of money cowibnted by sudr Member to ibe Limited Liability Caauxpary,(2)the fair market Value of property sxm3trlbuted by such Member to the Liinitad Liability Company(nat of liabilities semaed by much oontnlxw d property that the Limited Liability Company is considered to assume or take subject to under Section 752 of the lhumal Ravenna Code),and(3)allocations to such Member of Limited Liability Company Income and gain(or items thamt),idchuft income and gain exempt from tax and income sad gam described in Treasury Reg. Section 1,704-IWQ)(Iv)W6 but excluding income and gain described in subsection(b)(4xi)of said Regulation,and shall be decreased by(4)the amoamt of monW distributed to such Member by the LhWW Liability Company,(5)the fair market valise of property distn'bated to such Mcmber by the LWW Liability Company(not of liabilities soccund by mxh di"Utod ptvperty that inch Member is considered to assumra or take subject to under Section 752 of the Code).(6)allocations to such Member of egxmditam of the Limited Liability Company described in Section 705(a)(2)(B)of the Code, and(7)allocations of Limited Liability Compai yty loss and deduction(or items thereof)including loss and f deductloaz described is Treasury Reg. Section 1.704-1(b)C2)(ivX3).but excluding irons desahbed in (6) above anal loss or deduction described in subsections(bX4XI)or(bX4Xih)of said RgpdadcuL Net profits r k r k l and not losses of the Limited ted LiabiItt'y Company tlom other than capital tranwtims,as of the end of any fiscal year or other period,shall be credited or charged to the capital accounts of the Members prior to any chwp or credit to said capital accounts for net profibt and net losses of the Limited Liability CompwW from capital transactions as of the end of such fiscal year'or orbs'period. The cepiud account for each Member shall be otherwise adjusted in accordance with the additional rules of Treasury Reg. Section 1.704-1(b)(2xiv). The tram"Members'Percentage Interests"shell mean the percentages act forth opposite the name of each Member below: b2madna H9mbm go In Lisa Whiten TWes 2-6 t ,n, ca Marie, Vega 15 ID Other Members Peroaataaa Inca d ps;n Zvr�e.s 2� Daring each fiscal year,the not profits wd net losses of this Limited Liability Company(other than from capital transactions), and each item of ino=6 gain, leas, deduction or credit ataamg into the compubdon tbrreot shall be credited or charged, as die ciao may be,to the capital acaohmts of each Member in proportion to the Members' parentage lugs. The net p v is of the Limited Liability Company from capital,transaction shall be allocated in the i'ollowing order of priority: (a)to offset my negative balance in the capital accounts of the Me mben in proportion to the amotu is of the negative -1 balance in their respective capital accounts,until all negative baboon in the capital accounts have been ' eliminated;there(b)to the Members is proportion to tile Members!Pmmtage Interests. The net losses of the Limited Liability Company from capital transactions shall be allocated m the following cedar of priority: (a)to the event&at the balances in the capital ac mmu of any Members are in excess of thane original catrtrils ono,to sutln Members in proportion to such enccros balances in the cepIW amounts until all such exom balances have been reduced to zoo;than(b)to the Members in proportion to the Members' percentage Interests. The cash receipts of die Limited Liability Company shall be applied in the following order of priority: (a)to the payment by the Limited Lha AIW Company of amounts dot on debts and liabilities of the Limited Inability Company other than to any Membar,and operating a cpansca of the Lmded Liability Company;(b)to the payment of i-,- , t and amortization due on any loan made to the Limited Liability Company by any Member;(c)to tine establishment of cash reserves determined by the Managing Members to be necessary or appropriate, mchidmg without limitation reserves far the operawn of the Limited Liability Company's business,taxes and eDrifingancies;and(d)to the repayment of any loans made to the Limited Liability Company by any Member. Thweaft, the cash receipts of the Limited Liability Company shall be distributed aarong the Members as haeedler provided. The cash receipts of the Limited Liability CompmV shall be distributed to the Members film time to time at such times,as the Managing Members shall detmn*e. It is contemplated that distributions will be mode if the Managing Members deem such distributions to be pnident and feasuble. Except as otherwise provided in this Agreement or mpiued by law,th air of cash zecoipta of the limited Liability Company. other than from capital transaction, shall be allocated among the Members in proportion to tin Members'Pat+cmtage Intrrrests. _ Except as otherwise provided in this Agxan nt or required by law,distributions of cash rxW40 ftm capital transactions shall be allocated is fire following aft of priority: (a) to the Members in proportion.to their respective capital aocortnls until each Member has received cash distri"budws equal to an.y positive balance in his capital account; d m (b) to the Members is proportion W the Membere Paroentage IMWOM. Sttreclal Allocation:—Natwithstandmg the preceding p!ovWons of this Article 8,the IbUm inng Apo W allocations shall be made in the Nowing order (1)i+ ' ' bWk--Except as uthwMw provided in Tlreasury Reg.Section E 1.704-2(t if there is snot dun+ =in partumAip minimum gain(within the meaning of Treasury Reg. Sections 1.704.2(b)(2) ad 1.704-2(d)) during any fiscal year, each L Member shell be allocated items of the Limited Liability Company's income and gain for 4 such 5sca1 you(and,if necessary, subsequent fiscal years)in an amount equal to such Membees share of the net decrease in partnership mWanan gain, determined in w accordance with Trusury Reg Sec tim 1.704-2(g). Allow in&&pursuant to the r preceding setftee shall be made in proportion to tiro respective amoums acquired to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Tnmpjry Rag. Sections 1.704-2(f)(6)and 1.704-2Q)(2). Ibis provision is intended to comply with the minimum gain chargeback requirement is Treasury Rag.Section 1.704-2(0 and shall be itmspteted aaosistmtlydwmTA h. (2)der --Except as othemse provided in Treasury Reg. a Section 1.704-2{)(4),if there is a not decrease is pmmer nmreoomw debt minimum gain attributable to a partner nonreemse debt during any fiscal year,each Member who has a share of the parmw nourecouuse debt nwtiettum gain adtriituteble to such partner llsf . accordance wiT ' R & Section 1.704.2(iX5 sha allocated it o the d L s tyC omp mYs 'e nti SWu for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Membrr`s ohm of the net derange in pafer normcourse debt ininia gain attnbrneble to such pacarer nourecourse debt, detmmmed m accordance with'frumry Reg.Section.1.7"2(1)(4). Allocations made pursuant to the preceding sentence shall be f made in proportio>to the respective amounts mquimd to be allocated to each Member pum ant therein. The items to be so allocated aball be determined in aaordarce with `- Treasury Reg. Section.s 1.7o4-2(,X4) and 1.7o4.2W). As used herein, "partner r-s noarecome debt"has the meaning set forth in Treasury Reg.Section 1.704-2(bx4). As used baeK "portner noaraecou me debt minimums gain" shall now an amount, with respect to each partner nonreooume debt,equal to the pamtership memaum gain(within the meaning of Treasury Reg.Sections 1.704-2(b)(2)and 1.704-2(d))that would result if such partner nomwourse debt were treated sa a nommecouase liability(within the meaning of Treasury Reg. Section 1.704-2(b)(3)) determined in accordance with Thastuy Rog. Section 1.704-2(iiX3} This provision is intended to comply with the minimum gain clsaMdw-k requirement in Treasury Reg. Section 1.704-2()(4)and ahall be irrterprebod r consistm*tharawith. Lk r-� (3) QualiSod_WMay Qff — In the event any Member tmacpectedly receives any its, allocations or dobibubons described in T'neasmy IteW, Sections 1.704. t I(b)(2Md)(4), (s5) or(6), items of the Limited Liability Compamy's inetrme and gain shall be allocated to such Member in an amount and warmer macient to eliminate,to the cereal mquired by the Regulations,any adjusted capital account deficit in such Member's capital account, as quickly as possible, provided that an allocation pursuant to this provision shall be made only if and to the omtt that such Member would have a adjusted capital amount deficit in such Mambees3 capital account Aft all other albe t3ous p iMded f v in this Article 8 have been tentatively made as if this provis-m were not in dus AgreemaaL As used herein,"adjusted apnd account chart"Abell mean the deficit balance,if any,in a Mamba's capital account at the end of the relevant fiscal year dw the following adjustments: (i) credit to such capital account the minimum gain chargeback which the Member is obligated to redwe pursuant to the peaultimaate sentences of Th asruy Reg. Sections 1.704-2(g)(I) and 1.704-2()(S}; and(-) debit to .-� such capital a=m t the items described in Treasury Reg, Sections 1.704- 1(bX2XHXd)(4),(5)and(6). This provision is intended to consft to a qualified income offset within the meaning of Thasmy Reg. Section 1.704-I(b)(2)(u)(d) and shall be interpreted eonsistmtiy therewith. (4)Grosslacome Allocation—In the event any Member has a deficit capital accotmt at the and of sty fiscal year which is in excess of the San of the amotmts each Member is deemed to be obligated to ratom.Pttrsu ad to the penultimate senterices of Treasut Re& Sections I.704-2(g)(1)and 1.704-2QX5),eerh such Member small be ellocated items of the Limited Liability CampxWs income and gam in the amount of such excess as quickly as possablee,provided that an allocation pursuant to this provision shall be made only if and to the-,teat that such Member would have a deficit in such Membees capital account in excess of such surer after all other allocations provided for in this Article 8 have been tentatively made sa if this provision and the provisions of clause(3) above were not in this Agmemem (5)Nmrewurse —Nourecoutse deductions(within floe meaning of Treasury Reg.Section 1.704-2(bxl))for soy fiscal year shall be allocated among the Members in proportion to tire,Members'Pa ainge ban sts. (6)Partner Nazaecaturae Deductions—Any partner nonrecwuse deductions(within the meaning of Treasury Reg, Sections 1.7042(b)(1)and 1.704-2"p))four any fief yew shall be allocated to the Member who bears the ec 000mnic risk of loss with respect to the partim Doureeourse debt(within the meaning of Deasuay Reg.Section 1.704-2(b)(4))to which such partner nomecomse deductions are attributable in accordance with Treasury Rag.Section 1.704-2(i)(1). (7)Other — In the event Section 704(c)of the Internal Revotue Code or the Regulations thwan der require allocations in a monies ditTereat than that set forth above in this Article 3, the provisions of Section 704(c) and the Regulations thereunder shall control such allocations aaaong the Members. It is the intauion of the Members that the allocations }mreemder shall be deemeed to have "substantial economic effwr within the meaning of Section 704 of the Internal Reveuau Code gad M=smy Reg.Section 1.704-1. Should the provisions of this Apee went be inconsistent with or in conflict with Section 704 of the Code or the Regulations theretuuder, then Sectkm 704 of the Code and the Regulations shall be deemed to override the contrary provisions hereoL If Sectum 704 or the Reguladow at any time require that limited liability compmW operating agreements chit provisions which are not e q"NIy set forth herein,such provisions shall be incorporated irutu this Agreement by rekwice and tdusll be deemed a part of this Agree®eutt to the some e I r 1 t as though they had been a xpressly set forth herein, and the Managing Members shall be auk by as itlatEUment in writing to amend the alums of this Ag eemew to add such provisions, and any such amcndmeai shall be retroactive to whatever adapt requited to crow a allocations with a subatantial economic effect. At all times durmg the contirasanoe of The Limftd Liability Company,the Maaaging Mesnben Shall keep Or cage to be kept complew and accmate molds and books of account in which shall be entered cinch tramsacation of the Limited Liability Company in accordance with generally aooepted aocouating principles. 1110 fiscal year of the Limited Liability Company for both accounting and inttatne tax purposes SW be the calendar year. The Limited Liability Company shall report its operations,net income and net losses in acaordenc a with the methods of aging selected by the Managing Members. .—, The Managing Members may employ on behalf of the Limited Liability Company and at dim expanses of the Limed Liabii'siy Company such firm of certified public accountants as the Managing Members irk their sole discretion deans appropriate to serve as the Limited Liability Company's accountants. The Mmvaging Members shall furnish to each Member,within swvamy-five days after the end of each fi anal yea,an anmud report ofthe Limited Liability Company which shall include a balance as of the and of such Resat year;a profit and loss statement of the Limited Lisbi ty Comapeny for such fiscal year,a statement of the balance in the capital account of such Member,and the amount of such Membe es share of the Limited Liability Cmpmy'a income, gam, los96 deductions and other relevant items for Federal income tax purposes. 'the Managing Members stall prepare or cause to be primed all FedwA State and local income tart and information reruns for the Limited Liability Company,and aball cause such tax and canes to be filed timely with the appropriate govemme ntsl suthorides. Within severity--five days after the and of each fiscal year,the Managing Members shall£mwerd to each persom who was a Member during the preceding fiscal year a true copy of the Limited Liability Company's imfarn>ation retum filed with the Imemal Revenue Service for the preceding fiscal year. The Managing Members shall not be Liable to any Member if mry toting authority disallows or adjusts any deducliaw or credits in the Limited Liability Company's hmme tax or information returns. All elections requited or permitted to be made by the Limited Liability Company under the Internal Revenuo Codes,and the Managing Members shall make the designation of a tmc matters partner pursuant to Section 6231(a)(7)of the hdanal Rave=Code for all purposes permitted or required by the Coda. The tax matters partner shall take such action as may be necessary to cause each other Member to became a notice member within the meaning of Section 6223 of the Coda Tim tax matters partner may rot take any action contmnplated by Sections 6222 though 6232 of the Code without to consent of the Managing Members. All such retards, !rooks of wc+otl 4 tax and laformation re m7kh and reports and statements, together with executed copies of this Agmemesa.shall at all tunes be maintained at the principal place of business of the Limited Liability Company. and shall be open to the inspection and examination of the Members or their duly authorized representatives during regular business!rotas. Ew b Member,or a daily authorized representative of such Member,may make copies of the Li asked Lhibrity Company's books of account and records at the oq mw of arch Member. Any Member,at the expense of such Ma bar,may conduct an audit of the Limited Liability Company's books of amount and records. The Managing Members shall finnish to each Member,promptly upon request,a current list ofthe names and addresses of ail of the Managing Members and other Members of the Limited Liability Company,and my other persons or entities having nay financial interest in the Limited Lu bft Company. The cost ofpnVwmg all of the aforesaid records,books,remms and other items shall be bonne by the Limited Liability Company. Upon request of the Msmaging Members,the Members shall pay to the Limited Liability Company,in proportion to the Mambas'Percentage Interests,the cost of preparing same, not to mweed in the aggregate S2,000 for each fiscal year. 9. Ask Aecorunb All funds of the Limited Liability Company shall be deposited in the Limited Liability Companys name in such bank account or*a Managing Mambess sball d esigpate accounts as. Vrthdrawah fim any such bank accounts nts shall be made only in the regular course of business of the Limited Liability Company and shall be made upon such sigpatuue or signatums as the Mapping Members fi+oam time to time may designate. r r ` 4 4 r' r The Members hesmhy ve o having an adder at 0 AVq ]AA 2 r A- having an add= at 4L i cel a S± MA&VIe F I hA to serve as Managing Members far the Limited Liability Company. ge'O aZ r w r no business and affairs of the Limited Liability Ca mpany shall be conducted and managed by the Mmaging Members of the Limited Liability Company in accordance with this Agreement aid the laws of caffmUiL Y At any time inhere is more than me Managing Membar,a majority in n mb w of the Managing t� Members shall decide any differem arising as to any matter within the mhthorky of Managing Members. If at any time the Managing Members; do not cw34 in the aggregate,at least 20 percept of the Members' Percan4ge.Intel, ell of the Members shall be Managing Members until such time as the Mumbam MY=lest Managing Members who do own at least 20 parceot of the Members' Perctage InterestL ' The Managing Members shall have responsibility for%e day4o-day management of the business and affairs of the Limited Liability Company and ahall davow such time and anandon as the Mana&g Members deem necessary to the conduct and marngement of the business and affieus of the Limited Liability Company. Batch of the Managing Member hereby is given sole power and authority W eacacuta invtrnthxnts on behalf of the Limited Liability Company and to offiwMse bind the Limited Liability Company. Unless 4 authorized by the Managing Members, no other person shall have the power or authotrity to enrecft r instruments an behalf of the Limited Liability Company and to otherwise bind the Limited Liability Caarpany. No parson,fair or corporation dealing with the Limited Liability Company shall be required to investigate the authority of the Maw Members or to seaun the approval of or confirmation by the Members of any act of the Managing Members in connection with the bumnen or affairs of the Limited w Liability Company. r r No Member, other than the Managing Members or their designees,shall have the awbority, or shall take enY aWon as a Member,to bind the Limited Liability Company. r t Notw ilhstandmg airy other provman of this Ag eehmcet,the Managing Members shall not,without the prior written consent of the afframative vote or consent of Members holding a majority of the Members' Perr=AW Interests,sell,exdhmge:.leas,assign or otherwise transfers all or substantially all of the essetg of the Limited Liability Company;borrow money on behalf of the Limited Liability Company in the OMM of DO lead any Limited Liability Company Amds or other assets to any person in an amount ` or with a e in the eowess of S vla, establish any reserves for w repay • replacarae�,improvements or ail+other purpose,in eoccess of an aggregate of g confess a jndgaent against then Limited Liability settle; compromise or relcase, dhsaharge car pay any r claim, demand or debt in euraaha of S � . daim.coino idtttioi of the Limited L' L.M— ���c�nns approve a merger or Liability Company with or into any other limited hablfty company, corporation,pmbm ship or other entity: or change the ndm or cbsracte r of the business of tba Limited r Lhabwty CornperQy, The Managing Members shall be reimbursed by the Limited Liability Company for all dims out of'Podset espouses incurred by the Managing Mambem on bd mlf of the Limited Liability Company in 4 eozzw=ei with the perfmmanrx of their duties hemmder,including withint limitation amounts payable r by the Mfg Members for office,accotu nL boaldseping and other services,materials,fidHbm and professional and lehgal services rendered or furnished to the Limited Liability Company. w_ As compensation for the services of the Msr:agmg Meosbm in amaungng the trsaseedons contemplated by the Limited Liability Company and the continuing menagemant of the Limited Liability Compat{ir,the Limited Compaq+shall pay dw Managing Members a limited liability company esrt flee of��, Per aammn payabpe monfltly. 'Ilia far the services ofthe Managing Members to the Limited Liability Company may be modified from time to time by the affirmative vote or consent of Manbers holding a m>gorky ofthe Members'Percentage . A Mamgibg Members duty of pare in the discharge of the Manapg Members dudes to the Limited Liability Convany sad the Members is limited to refraining fimrt eogagiQg in grossly negligent eondu c4 iatemdonal misconduct,or a knowing violation of law. In diachaz&g the duties of a Managing Member,the Managing Member shall be fully protected in replying in good firitlt upon the records of the Limited Liability Company and upon such in on,opinions,reports or stalzmems by other Managing Members,Membem agents or other pions as to matters the Managing Member removably!relieves are within each persaan's paofzss=W err WgMt ooMmpetenee,=ludmg without himitation Mfoamation,opinions, reports or statements as to the value or amount of the assets, liabilities,profits or losses of the Limited Liability Company or any otter facts pertinent to the exist = and amount of assets fmm which distributions to Members might properly be paid. To the m cent of the L Limb Liability Compan's asses,and to the cement permitted by lane,the Limited Liability Company shall Indemnify and hold cacti Managing Member harmless fim and against all h6flity,clarion,loss,damage or expmse,inchtding seasonable attorneys'free,mewed by the Managing Member by reason of any act or om%sion of the Managing Member made in good faith on behalf of the Limited Liabtllty Company. Except as aq reasly provided elsewhere in this Agreement nay decisions which are to be made by the Members,rather than the Managing Memberx, shall be made by the aff¢metive vote or consent of ^� Members hokiirtg a majmky ofthe Members'Percentage Intel. 11.Assianmmt of Ind Except as otherwise provided m this Agreement,no Member or other person holding any interest in the Limited Liability Company may assign,pledge,hypothecate,transfer or otherwise dispose of all or SOY part ofhb h taest in the Limited Liability Company,including without limitation the capital,profits or distributions of the Limited Liability Company without the prior written consent of the other Members in each inshmee The Members agree that: no Member may vohmtarlly withdraw from the Limited Liability Company without the affamative vote or consent of Members holding a majority of the Members' Pe:cemtsge Inztamb(other than the withdrawing Member). A Member may assign all or may part of such Marmbws inderest in the allocations and distributions Of tine Limited Liability Comp>rrq to any of the fioilawioag(collectiveJy the 'permitted assignees'): any person, cuWation, partnership or other eWy as to which the Limited Liability Company has given consent to the as gamest of such interest in the allocations and disUtwtitms of the Limited Liability Campaw by the affirmative vote or ransaat of Members Molding a mgjo*of the Members"Percentage Interob An$am8ameot to a permitted asaWm shall otrly Bart d ilea permitted assignee to the allocations and distributions to which the assigned interest is emid4 unless such peamitted assignn applies for admission to the Limited Liability Company and is admitted to tine Limited Liability Company as a Member in accmdamce with this Agreement. An assignment ptedM hypothecation,transfer or other disposition of all or any pert of the mast of a Member in the Limited Liability Company or other person holding any interest in the Limited Liability Camgaay in violation of the provisions hereof shall be null and void for alp purposes. No assignment, transfer or other disposition of all or any part of the interest of any Member permitted under this Agremmmt shall be binding upon the Limited Lbbility Company unless and until a duly executed and aclmowledged cocmterpart of such angnment or inabument of transfer, i4 form and substance sat; cry to the Managing Members,has boon dchveredio the Limited Liability Company No amigtmrent or od rr disposition of any irntereat of any Member may be made if such assignment o dispos ion,alone or when combined With outer transactions,wauld result m the termination of the Limited Liabrlr'ty Compauhy within the meaning of Section 709 of the Internal Revenue Code or coder any other relevant section of the Code or any succomw statute. No assignment or other d qx sffi m Of any interest of nay Member may be made without an opinion of counsel satisfactory to the Managing Members that such assignment or disposition is subject to an effective registration under,or exempt from the rgpstnWan requiremerits a&the applicable State and Federal secrai m laws• No mtr+ast m the Limited Liability Compazay may be assigned or given to any person below the age of Zl years or to a person who has been,adjudged to be iasaue or incompetent. AUY0amg herein coUMMOd to the contrary, the Managing Membm and the Limited Liability Company shall be oa&W to treat the record hoiden of the interest of a Member as the absohnte owner thereof, and shall incur no liability by reason of distn'butions made in good faith to suet record holder, unless and urntil there has bees delivered to the Mimaghrg Members the assignpmemt or other i umnew of th tad such other evidence as may be reasonably required by the Managing Members to establish to the satisfaction of the Managing Members that an interest bas been assigned or trausf xred in accordance with this Agreement 12. Atn of New Members the Members may admit new Members(or tta xterees of may inotesrs3s of existing Members)into the Limited Liability Company by the unaaimom volt or consent of tha Members. As a condition to the admire an of a now Member,such Member shall execuo and ad=wJedge such insbmaents,ire firm and aubstaoce satisfactory to tha Managing Members,as the Managing Members may deem necessary or desirable to 05=mate such admission and to oonfzm the wmumt of such Member to be bound by all of the tams,covenants and conditions of this Agreement,as the same may have been amended Such new Member shall pay aU reasonable expenses is connection with such admission, including wititrart limitation reasonable attomeW fees and the cost of the preparation,flung or publication of Any amemdmant to this Agreement or The Articles of Orgmizatton,which the Managing Members may deem necessary or desirable in coon with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or aromas dedncctions of the Lion ad Liabrli y Company. The Managing Members may make pro rats allocations of income, losses or expense deductions to a new Member for that portion of the tax year m which the Member was admitted in accordance with Section 706(d)or the Internal Revenue Code and regulations theramder. In no event shall a now Member be admatad to the Limited Liability Company if such admission Would be in violation of applicable Federal or State se nides laws or would adversely affect the treatment of fire Limited UabrTrty Company as a perftmhip for income tax purposes. In the evert of the death,retirement, withdrawal, cagmWon, or dlssohnion of a Member, or an event of barn mq&y or insolvency,as ha=after de$nedL with respect to a Member,or the occ mince of airy other event which temmimates the continued membership of a Meanbet in the I ire Liability Company pursuant to the laws of California (each of the foregoing being bwamifter referred to as a 'Withdrawal Event"),the Limited Liability Company shall teammate sixty days after notice to the Members of such Withdrawal Event unless the business of the Limited Liability Company is contmued as hereinafter provided. Notwithstanding a Withdrawal Event with respect to a Member,the Limited Liability Compaziy shall not terminate, irrespective of applicable law, if within afoa+esaid sixty day period the remaining Members,by the afnaoative vote or consent of Members holding a majority of the MambaW Pesre tqp hdarmits(other than to Manber who cm twd the Withdrawal Event),shall elect to c outinmme the busamess of the Limited Liability Company. In the event of a Withdrawal Event with respect to any Memben airy successor in interest to such Member (including widen t I-hm on any wmmv, adtministr ,wr, heir, conmmitow, g=dAn, or other representative or suc umm) shall not became entitled to acy rights or interest of such Member in the Limited Liability Company,other than the allocations and dktre'b�a' s to which sauce Megnber is entitled, Was such successor in' I F-era is admitted as a Memberr in accoa ante with this Agreement. An"event of bmdmvtcy or insolvency"with r qxa to a Member shall ocaa if such Member. applies for or consents to the appointment of a receiver,trustx or liquidator of all or a substantial part of his assets;or makes a Sawa d assignment for the beae5t of c mdftaas; or is adjudicated a benlmrpt or an insolvent.;or files a vohmtery petition in baakr:4MW or a petition or an answer waking an aexaugmucad with ctzda=or to take advantage of any bankngAcy,insolvency,readjustment of debt or similes law or statute, or an answer admitting the material allegations of a petition tried against him in any baukru", insolvency,readjustment of debt or similar groccedinga;ortekes any action for theptnpose of aftft my of the foregoing;or an order,judgment or dem+ee shall be entared,with or without the application,approval or ecnsemt of such Member,by any court of cumpeteni jurisdiction,approving a peWon for or appoinft a receiver or trustee of all or a adati nW part of the assets of such Member,and such order,judgment or deaxe shall continue urrstayed and in offal for thirty days. 14, Dis mintioo and Liaaididg The Limited Liability Company sball tetmmste upon the oaxurenoe of any of the following: the elect3cm by the Members to dissolve late Limed Liability Company mada by the unanimous vote or consent of the Members;the occurmm of a Withdrawal Event with respect to a Member and the failure of the remaining Members to elm to contimue the business of the Limbed Liability Company as provided for in Article 14 above;or arty other event which pumuaat to this Agreemant,as the same may hereafter be amended,shall cause a terminadan of the Limited Liability Company. The liquidation of the Limited Liability Company shall be conducted and supervised by the Managing Members or if there be none them by a pawn designated for such pcaposes by the affirmative vote or consent of Members holding a majority of lira Members'Parceafte Interests (the "Liquidating Agent', The Liquidating Agent hereby is authorized and empowered to execute any and aH documents and to take any and ail Reline=necessary or de irable to effectuate the dissohrtlon and liquidation of the Limited Liability COMPmny in amm*nce with this Agreement Promptly after time termination of the Limited Liability Company, the Liquidating Agent shall cause to be prepared and fiunished to the Members a 9MMemt stetting forth the assets and liabilities of the Limited Liability Company as of the bate of Unnination. The Liquidating ASOM to the extent practicable; Shall liquidate the assets of the:Limited Liability C=grz my as promptly as posmbK but in an orderly and r ram, -� businesslike manner so as not to involve undue sacrifice and is acoardaucx with the provisions of the Califaraia Limited Liability Company Act. The proceeds of sale and all other assets of the Limited Liability Company shall be applied and distributed in the following order of priority: (a)to the paynne A of the W9Mn= of liquidation and the a debts and liabilitias of&a limited Liability Company,other than debts and liabilities to Members;(b)to the payment of debts and tisbilities to Menbea;(c)to the setting up of any reserves which ft Liquidaft Agmt may deem W=miry or desirable for any coutmgent or uttforeseen liabilities or oblip =s of&a a Limited Liability Company,which reserves shall be paid over to an attorney-at-law admitted too practice In the Stars of Catifornia as escrvwee,to be bald for a pmiod of two years for the purpose of payment of the aforesaid liabilities and obligations,at the expiration of which period tine balance of such reserves shall be r dish*49ad as haeima$er provided; (d)to the Menrbeta m pngoadon to their rive sap w exeunt; until each Member has received cash distributions equal to any positive balance in his capital =Dwa,iu a=ordarnce wit$the rules and requir ments of Treasury Reg. Section 1.704-1(b)(2)ffixb),and(e) to the r M=bms in proportion to the Members'Paceatage Intezats. The liquidation shall be oample-W within the period required by Treasury Reg, Section 1.704. 1(b)(2xn)(b)• lithe L*Wafmg Agent shall detzsmins drat it is not practicable to liquidaw all of the assets of the Lmuted Liability Company,the Lu uedsthng Agent may retard axaas having a fair market value equal to the " amount by whicb the not proceeds of liquidated assets are inzaciew to satisfy the debts and Liabilities referred to above, It in the absolute judgment of the Liquidating Agent,it is not feasible to diskamo to each Member his pnporbom to share of each asset, the Liquidating Agent may allocate and distribute specific assets to one or more Member in such manner its the Liquidating Agent shall determine to be fair and equitable,taking into consideration the basis for Ux purposes of each asset. Upon comphan with the distrnbutian plan, the Members shall cease to be such, and the Managing Members shall execute, adMowledge and cause to be filed sack certificates and other in su meet$as may be neoessaty or appropriate to evidemca the dissolution and temdoaticm of the Limited Liability Company. r l r Each of the Mennbem repteae .,warrants and agrras that the Member is acquiring the interrst in the Limited Liability Company for the Memberia own account as an invest✓tuent and not with a view to the r $ale or distnbutit thereof;the Member, Man individual, is over the age of 21, or if the Member is an MPUL-MUCIM6 such MPWBtKm is duly organized,validly ezis;tmg and m good dsnding under the laws of its State of OrYmization and that It has M� urndeu this Agreement and the Mcrnber shall power and atntbonty to mcectme and perfaiitn its obligations post of such►interest or any pant thereof in amp►man ow r which would ooagitute a violation of the Secmities Act of 1933, the Rules and Regulations of tie � ecm Saides and Exchange Commission. or airy applicable laws,rules or regulations of nay State or other Sovaamental anthoritiea,as the same many be amende& r r r Lb. Ceiificateo Evltlancina Member 4 A CmI fieft of Mambm mhip issued by the M Members shall Memb shall evidence every m i interest in the Limited Liability Company. P�Ceatifieate of Metmbeaabip shall set forth the name oftIle Member holding the mambetmbip interest and 1he Member's Percentage bterest held by the Member,and shall bear the following legend: r L r L r k k r r ti ti k r r r r r The membership interest resented by this certificate is subject ta, and may not be eoocept is sx the provisions of Clue Operet$mg at of L dated as of 2IiJ-L, as the Sage from time to time msy be amended, a copy of which Operating r Agreement is on file at the principal office of the Limited Liability Campy. L 4 Menubarsh�i Members usagree t a the to deliver to the Mana&s Members any �ficatos of r p pmv�sly propose of adding the,foagomg legend dorm ti r 17. Nlodm r All notices, demands, requests or other communications which any of the parties to this Agreement may desire or be required to give hereunder shall be in writing and shell be deemed to have been pzoperly gives if sent by FedEx or stmhlar private aWass aernce or by registered or certified marl, ratan apt UqUeStOd, war pie prepaid, addressed as Follows: (a) if to the Limited Liability Company,to the Limited Liability Company do the Managing Members at their address fast above written r or to such other address or addresses as may be designated by the Limited Liability Company or the Managing Members by notice to the Marnbem pursuant to this Article 17,(b)if to the Managing Membenr, to the Managing Members at the°address first obese written or to such other address or addrenes as may be designated by the Managing Members by notice to the Lmated Liability Company and the Members pursuant to ibis Article 18;and(c)if to any M=ber,to the,adelz+eas of said Member first above written,or ,. to sack other address as may be did by said Member by notice to the Limited Liability Company 4 and the other Members pcasuant to this Article 17. Each Member d" keep the Limited LWA tty r Company and the other Members itt£mmed of such Member's ousrent address. 4 r r ''� �$� A�sendmemts ti r This Agreement may not be altered,amended,changed,sapplanenN4 waived or modified in any 4 rasped or particular tnhless the same shall be in writing and agreed to by the aTuma&e vote or canseof of Members holding two-thirds of the Members' Percentage Interests. No amendment may be made to k Articles 5, 7, 12 and 141be w& insofhr as said Articles apply to The 110mcial interests of tau Members, .+ except by tare vote of consent of all of the Members. No meat of any provision of this Agreement relating to the requirements of the Members afrihmative vote or consent of at least the number or on pt of Members required to Vote an such subject. r w 32 Mhcdlaneoas r This Agrommut and the rights and liabilities of the parties hereunder shall be governed by and rr determined in accordance with the laws of the State of Califbmia. Every provision of tins Agrexment is artended to be sevarable. If any provision of this Agreement shall be invalid or unenforceable, such r invalidity err unenformbdity shall not affect the other provisions of this Agreement,which shall remain in full force and effect, ` The captions in this Agreement arc for convenience only and are not to be considered in cuing this Agreement, All pronouns sb ell be deemed to be the muusarlina,feminine,neuuer,singular or r plural as the identity of the person or persons may require. References to a person or persons Shall include * patmealhips,ux<rParations,limited liability camPsniee,tmmc�rpor associations,trusts,restates and other r types of cndd . The Managing Members and the Members collectively are referred to hams as dx rMembers. Any one of the Members is referred to herein as a Member. References to the Internal Revemre L. Codeall unseen the: Internal Revenue Code of 19K a amended, and any soccessor or m4mrsadugg r '� sh Federal mvemrm stadu#e. l 4 L r l r This Agreement.and any ameuhdtnents hansto may be executed in cahmterparts all of which taken together shall constitute one agreement. This Agreement sets forth the attire agreement of the parties hereto with n:speot to the sabject matter hereof. it is the intention of the Members chef this Agreement shall be the sole source oiaom meet of the partie& and. except to the extent a provision of this Agreement provides for the hMtPorstion of Federal income tax rules or is expressly prohibited or ineffective under the California Limited Liability Company Act,California Statutes Annotated,Chapter 2.5.d seq., es the scone may be amended fmm time to time,this Agreement shall govern even when inconsistent with,or different from,the provisions of arty applicable law or rule. To the extent any provision of this Agran ent is prohibited or otherwise ineffective under the California Limited Liability Company Act. California Statutes Annotated, Chapter 2.5, el seq., such provision shall be considered to be ineffective to the smallest degree possible in order to make this Agreement effective under die California Limited Liability Company Act,California Statutes Annotated, Chapter 2.5, err seq. If the California Limited Liability Company Act, Caltibmin Statutes Annotated, Chapter 23,or seq.. is subsequently attended or interpreted in such a way to matte any provision of this Agreement that was formerly invalid valid,such provision shall be considered to be valid from the effective date ofsuch interpretation or amendment. Subject to the limitations on transfembility container]herein,this Aptemeet shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, executors. administrators, successors and assigns. No provision of this Agreement is intended to be for the benefit of or enforceable by any third party. IN WITNESS WHEREOF, the parties hereto have axanauted this Agreement an the elate fist above written. 10 the presence oft r , n C, Mansgirtg M l Print: {`.x//�J✓� Print: ilow g Mem 2 n I• j (` STATE 04=COUNTY OF, �'�c ��! _�ss. The foregoing instrument was adnowledged before me on the day of 24 ,by (MANAGING MEMBER ONE). �a+winx�n Print: rrt`011"J HiC3G;'h,, Notary Public . ��.••ox,;•.�ti�''s My eommissim expires on C�►.' - . $ =U 6, Personally Known OR Produced Identification ? Type of Identification Produced: _ ; poac r s CD Personally Known •✓OR Produced Identification ;•, ;(f.... Type of Identification Produced: y��� OF WAr� air STATE 049�COUNTY OF ��Q.I'L_ —ss. The afegoing' was acla"Itx1ged before me on the day of ` 20�,by Ov Ca,�12s= (MANAGING MEMBER TWO). { 4 P&C j r Notary Public k My commission expires on L i 0 Personally Known,_,OR Produced Identificadon Typo of Identification Produced: r rPersonally Known OR Produced Identification Type of identification Pmducak r -;� STATE OF CALIFORNIA,COUNTY ss,l,� 20 Tice ongoing M1rphmen,nt edged fore on the. 1 1 day at by jam` cm , lw� �www ON wi CO !M 02132183 NOTARYIUBUC a CAI.IFORNIA : " RIVERSIDE MOM 4 Notary Public h� ,,_�+ •y E„ ZC)1 Com*ion EVia W1V 2Q 2ot0 My commission expires on W U Y "`E' r 0 quwl� Personally Known_OR Produced IdeWification O Type of Identification Produced- Personally known OR Produced Identification Type of Ideatifka on Produced: o0 D 0 0- 0 - - \�,k 71;;� PALM ROYALE C O L L E C T I V E 2. Photo Identification iA,,r PALM ROYALE C O L L E C T I V E 3. Permits Currently Held Item is not applicable as Palm Royale Collective is a brand new Cannabis retail store r 4 f �r D C 0 0 0 0 0 0 0 0 0 0 c) j ;;� PALM ROYALE C O L L E C T I V E 4. Permits Denied Palm Royale Collective has never applied for or been denied any permits in any jurisdiction or states for any business types. y,oe/ PALM ROYALE C O L L E C T I V E 5. Proposed Business Location Address: 75-048 Gerald Ford Drive Ste. 103, Palm Desert California 92211 Telephone Number: (509) 663-3622 Website Address: http://www.palmroyalecollective.com Email Address: Info&almroyalecollective.com j � PALM ROYALE C O L L E C T I V E 6. Fictitious Business Name List Palm Royale Collective has never operated, nor will operate under a Fictitious Business Name. \`w�/ or PALM ROYALE C O L L E C T I V E 7. Financial Information Enclosed in the following section is the financial information regarding a list of k investments made into the commercial cannabis business. Should the application ? from the city be approved Palm Royale Collective will then secure a checking f account with a Credit Union that deals with Marijuana Related Businesses (MRB's) and is well versed in filing Suspicious Activity Reports (SAR) as required by federal law (See Valentine's Day Memo). We have chosen to use Nature Pay for this service. They are a California-based organization that specializes in MRB's. Please see the financial information section of our business plan for more details. r� PALM ROYALE (; C O L L E C T I V E L Financially Interested Parties r Kathleen Lisa Zornes— CEO — 25% Stakeholder Managing Member 1 -LLC Organization Structure r r Address: 53860 Avenida Ramirez La Quinta, California 92253 L Expected financial contributions: $100,000 Don Zornes— lMlarketing/Mercahandise/Sales Manager— 25% Stakeholder D Member 1 -LLC Organization Structure O Address: 53860 Avenida Ramirez La Quinta, California 92253 �h. Expected financial contributions: $100,000 C) Monica Marie Vega—Staff ff'Manager— 50% Stakeholder 0 Managing Member 2 -LLC Organization Structure O Address: 53860 Avenida Ramirez La Quinta, California 92253 f' Expected financial contribution: $150,000 PALM ROYALE C O L L E C T I V E 8. Convictions Kathleen Lisa Zomes — Not Applicable Don Zornes— 2 total offenses Date ofArrest: 10/1996 Offense Charged: Assault TV r- 4 Offense Convicted: Assault IV Court Jurisdiction: Chelan County Municipal —Wenatchee,Washington Verdict: Plead Guilty r Date of Arrest: 4/2012 Offense Charged: DUI Offense Convicted: DUI Court Jurisdiction: Douglas County Superior—Bridgeport, Washington Verdict: Plead Guilty Monica Marie Vega— Not Applicable 60, PALM ROYALE 4 C O L L E C T I V E 4 9. Premises Diagram 4 f Enclosed in the following section is a Premises Diagram for the proposed location of Palm Royale Collective. r~� O Q O Q Q 00 0 0 4 0 Q lip O � K 4 0 0 0 4 - o0 0 0 0 o O f O 4 �! t ! L9 e �. r r L l f r� �i 0 0 0 0 oQ oo Qo0 00 o . O ri o! 1 - T 1.9 ' i33� jj{{ EIS is i n�� o i E K eft � y o o 0 0 0 0 10� o � � F o 0 �y PALM ROYALE C O L L E C T I V E 10. Security Plan Enclosed is the detailed security plan for Palm Royale Collective to be located in Palm Desert, California 0 a 0 0 0 0 0 0 Q �5 yak V y�} ��k i_J r� Lf O Q PALM ROYALE C O L L E C T I V E Q Palm Royale Collective Security Plan C D Palm Royale Collective feels that it is of the utmost importance to make sure that the facility C) policies be secure and compliant under local and state law. The following is an outline of the policies and procedures that will be implemented to ensure the safety of all clients, O employees and the community. O 1. Palm Royale Collective will adhere to the following: O a. Provide recording/operating cameras on all accessible points of the building as well as focal points inside building Q b. Operate under a full alarm system with added motion sensors to all D entrancestexits to be monitored by a third-party security company O c. Compliant monitoring of premises d. Secure a vaulted, floor mounted, location inside facility to secure all inventory d e. Commercial cannabis businesses shall maintain compliance with the security D plan, business plan, community relations plan, neighborhood responsibility plan, D odor control plan, and insurance requirements submitted with their application, unless modifications are accepted in writing by the city manager. D f. Commercial cultivation, possession, manufacture, processing, storing, laboratory testing and research, packaging, and labeling, shall be conducted only within a fully enclosed and secured structure that is not accessible to minors. g. Commercial cannabis businesses shall not create nuisances such a dust, glare, heat, noise, smoke, odor, and shall not be used to store hazardous materials, D products, or wastes. a h. Commercial cannabis businesses shall utilize product and inventory tracking software and accounting software that is in-line with reasonable business D practices within the industry. i. As part of the security plan, permittees shall: 0 1 Install and maintain security cameras that shall cover, but not be limited to O covering sale, cultivation, manufacturing, processing, transportation, r distribution areas, all doors and windows, and any other areas as reasonably determined by the Planning Commission. . ii Operate cameras 24 hours per day, seven days per week. 0 ill Maintain at least 120 concurrent hours of digitally recorded D documentation. 0 iv Cure any disruption in security camera images expeditiously and in �x Q Q PALM ROYALE O C O L L E C T I V E good faith. v Install alarm systems that are operated and monitored by an independent Q third party security company. D vi Shall lock all storage areas and give access to such storage areas only to Q permittee and permittee's staff. No cannabis products shall be accessible O to the general public. Q j. Commercial cannabis businesses shall not advertise or promote cannabis or D cannabis products that encourage use by persons under the age of 21, or Q promote cannabis and cannabis products within 1,000 feet of a school, daycare, park, or youth center. Q II. Age verification protocol: a. Upon entry identification will be verified through ID scanner for document screening 16- b. ID will be verified once more at secure point of sale by an employee � c. Eject any persons who provide falsified medical documentation d. Eject any unauthorized persons suspected of falsifying identity and notate their L) ID III. Employee and client safety: L a. Organize response in case of fire, evacuation or another emergency b. Install visual escape plan to be displayed on wall c. Provide adequate first-aid kit for employee and client emergencies © d. All employees will be required to enter and exit premises in the presence of another employee Q e. Maintain relationship with police and first responders to ensure safety Q IV. After hours: a. Facility will be secured at the end of each business day by a superior employee Q trained in closing duties and facility safeguarding b. 24-Hour Video monitoring of premises 5 � V. Access to Retailer Premises } a. Access to the licensed premises of an A-retailer licensee shall be limited to individuals who are at least 21 years of age and have a bona fide business reason for entering the premises. r b. Access to the licensed premises of a M-retailer licensee shall be limited to individuals who are at least 18 years of age and have a valid physician's recommendation. PALM ROYALE C O L L E C T I V E c. We plan being a licensed premises shared by an -A license and an -M license we may allow persons identified in subsections (a) and (b) above to access the premises. VI. Limited-Access Areas a. Palm Royale Collective has established limited-access areas and will permit only authorized individuals to enter the retailer limited-access areas. b. Authorized individuals include individuals employed by the retailer as well as any outside vendors, contractors, or other individuals conducting business that requires access to the limited-access area. c. An individual in the retailer limited-access area who is not employed by the retailer shall be escorted by the licensee's employees at all times within the retailer limited-access area. d. An individual who enters the retailer limited-access areas shall be at least 21 years of age. e. Palm Royale Collective shall maintain a log of all authorized individuals who are not employees of the retailer that enter the retailer limited-access area. These logs shall be made available to the Bureau upon request. f. Palm Royale Collective shall not receive consideration or compensation for permitting an individual to enter the retailer limited-access area. VII. Retail Area a. Individuals shall be granted access to the retail area only to purchase cannabis goods after the retailer or an employee of the retailer has verified that the individual is at least 21 years of age and has a valid proof of identification, or that the individual is at least 18 years of age, has valid proof of identification and a valid physician's recommendation for his or her self or for a person for whom f he or she is a primary caregiver. 4. b. Acceptable forms of identification include the following: r i. A document issued by a federal, state, county, or municipal government, ` or a political subdivision or agency thereof, including, but not limited to, a valid motor vehicle operator's license, that contains the name, date of birth, physical description, and picture of the person; or il. A valid identification card issued to a member of the Armed Forces that includes a date of birth and a picture of the person; or iii. A valid passport Issued by the United States or by a foreign government. c. A valid proof of Identification must clearly Indicate the age or birthdate of the individual. d. Employees shall be physically present in the retail area at all times when individuals who are not employees of the retailer are in the retail area. PALM ROYALE C O L L E C T I V E VIII. Hours of Operation a. Palm Royale Collective shall sell and deliver cannabis goods only between the hours of 8:00 x a.m. Pacific Time and 10:00 p.m. Pacific Time. b. At any time the premises is not open for retail sales, the retailer shall ensure the following: I. The premises is securely locked with commercial-grade, non-residential door locks; 4 ii. The premises is equipped with an active alarm system which shall be activated when the retailer or its employees are not on the licensed r premises; and f•. Ili. Only employees and contractors of the retailer are allowed to enter the premises. ti IX. Retail Customers a. Palm Royale Collective shall only sell adult-use cannabis goods to individuals who are at least 21 years of age, and medicinal cannabis goods to individuals at least 18 years of age who possess a valid physician's recommendation for his or her self or a person for whom he or she is a primary caregiver. b. Palm Royale Collective shall verify the identity and age, and physician's recommendation if applicable, of a medical cannabis client as required by law X. Cannabis Goods Display a. Cannabis goods for inspection and sale shall only be displayed in the retail area. b. The retailer shall not display cannabis goods in a place where it is ` visible from outside the licensed premises. c. Cannabis goods may be removed from their packaging and placed in containers to allow for customer inspection. The containers shall not be readily accessible to customers without assistance of retailer personnel. A container must be provided to the customer by the retailer or its employees, who shall remain with the customer at all times that the container is being inspected by the customer. d. Cannabis goods removed from their packaging for display shall not be sold, shall not be consumed, and shall be destroyed pursuant to section 5054 of this division when the cannabis goods are no longer used for display. XI. Cannabis Goods for Sale a. Palm Royale Collective shall not make any cannabis goods available for sale or delivery to a customer unless: i. The cannabis goods were received from a licensed distributor; �N ,i PALM ROYALE C O L L E C T I V E ii. The retailer has verified that the cannabis goods have not exceeded their expiration or sell-by date If one is provided; and iii. In the case of manufactured cannabis products, the product complies With all requirements of Business and Professions Code section 26130 and all other relevant laws. XI1. Sale of Non-Cannabis Products on Premises Palm Royale Collective may sell non-cannabis products on a licensed premises if the licensee remains in compliance with any city, county, and state laws or regulations related to those products. This provision excludes alcohol and alcohol products and tobacco and tobacco products from sale at any licensed premises. XI11. Daily Limits 0 a. Palm Royale Collective shall not sell more than the following amounts to an 0 adult-use cannabis customer: i. Palm Royale Collective shall not sell more than 28.5 grams of non- 0 concentrated cannabis in a single day to a single customer. H. Palm Royale Collective shall not sell more than 8 grams of concentrated cannabis as defined in Business and Professions Code section 26001, 0 including concentrated cannabis contained in cannabis products, in a single day to a single customer. 0 iii. Palm Royale Collective shall not sell more than 6 immature cannabis plants, in a single day to a single customer. b. Palm Royale Collective shall not sell more than the following amounts to a medicinal cannabis customer: 0 1. Palm Royale Collective shall not sell more than eight ounces of O medicinal cannabis in a single day to a single medicinal cannabis customer. Q ii. if a valid physician's recommendation contains a different amount than 0 the limits listed in this section, the medicinal cannabis customer may O purchase an amount of medicinal cannabis consistent with the patient's 0 needs as recommended by a physician. XIV. Exit Packaging D Cannabis goods purchased by a customer shall not leave the retailer's premises unless 0 the goods are placed in an opaque exit package. 0 XV. Deliveries 0 a. All deliveries of cannabis goods shall be performed by a delivery employee of O Palm Royale Collective. 0 0 0 r� r� PALM ROYALE r , C O L L E C T I V E b. Each delivery employee of Palm Royale Collective shall be at least 21 years of age. ,. c. All deliveries of cannabis goods shall be made in person. A delivery of cannabis goods shall not be made through the use of an unmanned vehicle. ' d. The process of delivery begins when the delivery employee leaves the retailer's licensed premises with the cannabis goods for delivery. The process of r delivering ends when the delivery employee returns to the retailer's licensed premises after delivering the cannabis goods to the customer(s). -' e. A delivery employee of Palm Royale Collective shall, during deliveries, carry a copy of the retailer's current license, the employee's government-issued identification, and an identification badge provided by the employer pursuant to r- section 5043 of this division. f. Palm Royale Collective shall maintain an accurate list of the retailer's delivery employees. XVI. Delivery to a Physical Address a. Palm Royale Collective may only deliver cannabis goods to a physical address in California. b. Palm Royale Collective delivery employee shall not leave the State of California while possessing cannabis goods. c. Palm Royale Collective shall not deliver cannabis goods to an address located ., on publicly owned land or any address on land or in a building leased by a ' public agency. This prohibition applies to land held in trust by the United States ' for a tribe or an individual tribal member unless the delivery is authorized by and consistent with applicable tribal law. XVII. Methods of Delivery a, Palm Royale Collective's delivery employee, carrying cannabis goods for ' delivery, shall only travel in an enclosed motor vehicle operated by a delivery employee of the licensee. b. While carrying cannabis goods for delivery, Palm Royale Collective's delivery employee shall ensure the cannabis goods are not visible to the public. c. Palm Royale Collective's delivery employee shall not leave cannabis goods in an unattended motor vehicle unless the motor vehicle is locked and equipped with an active vehicle alarm system. r d. A vehicle used for the delivery of cannabis goods shall be outfitted with a dedicated Global Positioning System (GPS) device for identifying the geographic location of the delivery vehicle. f e. A dedicated GPS device must be owned by the licensee and used for delivery only. The device shall be either permanently or temporarily affixed to the r delivery vehicle and shall remain active and inside of the delivery vehicle at all times during delivery. At all times, the retailer shall be able to identify the r r Nr PALM ROYALE C O L L E C T I V E geographic location of all delivery vehicles that are malting deliveries for the retailer and shall provide that information to the Bureau upon request. f. Upon request, Palm Royale Collective shall provide the Bureau with information regarding any motor vehicles used for the delivery of cannabis goods, including the vehicle's make, model, color, Vehicle Identification Number, license plate number and Department of Motor Vehicle's registration. g. Any motor vehicle used by Palm Royale Collective to deliver cannabis goods is subject to inspection by the Bureau. Vehicles used to deliver cannabis goods may be stopped and inspected by the Bureau at any licensed premises or during delivery. XVI1I. Cannabis Goods Carried During Delivery a.While making deliveries, Palm Royale Collective's delivery employee shall not carry cannabis goods worth in excess of$3,000 at any time. This value shall be 41 r determined using the current retail price of all cannabis goods carried by the delivery employee. XIX. Cannabis Consumption During Delivery a. Palm Royale Collective's delivery employees shall not consume cannabis goods while delivering cannabis goods to customers. XX. Delivery Request Receipt a. Palm Royale Collective small prepare a delivery request receipt for each delivery of cannabis goods. I. The delivery request receipt shall contain the following: 1. The name and address of the retailer; 2. The first name and employee number of the retailer's delivery employee who delivered the order; 3. The first name and employee number of the retailer's employee who prepared the order for delivery; 4. The first name of the customer and Palm Royale Collective assigned customer number for the person who requested the delivery; S. The date and time the delivery request was made; 6. The delivery address; T. A detailed description of all cannabis goods requested for delivery. The description shall Include the weight, volume, or any other accurate measure of the amount of any cannabis goods Cl requested. 8. The total amount paid for the delivery, including any taxes, fees, - the cost of the cannabis goods, and any other charges related to the delivery; and C) C. r C - ;;� PALM ROYALE C O L L E C T I V E 9. Upon delivery, a. The date and time the delivery was made, and the signature of the customer who received the delivery. b. At the time of the delivery, the delivery employee of the C retailer shall provide the customer, who placed the order a copy of the delivery request receipt. The delivery employee C shall retain a signed copy of the delivery request receipt for the retailer's records. XXI. Delivery Route While making deliveries of cannabis goods, Palm Royale Collective's delivery employee shall only travel from the retailer's licensed premises to the delivery address; from one �. delivery address to another delivery address; or from a delivery address back to the i retailer's licensed premises. A delivery employee of Palm Royale Collective shall not r deviate from the delivery path described in this section, except for necessary rest, fuel, or vehicle repair stops, or because road conditions make continued use of the route unsafe, E- impossible, or impracticable. XXI1. Receiving Shipments of inventory a. Palm Royale Collective shall receive a shipment of cannabis goods only from a distributor. b. Palm Royale Collective shall accept shipments of cannabis goods only between the hours of 6:00 a.m. Pacific Time to 10:00 p.m. Pacific Time. c. During business hours, shipments of cannabis goods shall not enter the -� premises through an entrance or exit that is available for use by the public. XXIII. Inventory Documentation a. Palm Royale Collective shall maintain an accurate record of its inventory. Palm r- Royale Collective shall provide the Bureau with the record of inventory upon r request. b. Palm Royale Collective shall keep a record of the following information for all cannabis goods the retailer has in its inventory: 1. A description of each item in the retailer's inventory. This description will be such that the cannabis goods can easily be identified; ii. An accurate measurement of the quantity of the item; iii. The date and time the cannabis goods were received by the retailer; iv. The sell-by or expiration date on any cannabis goods, if any; v. The name and license number of the licensee that delivered the cannabis goods to the retailer, vi. The name and license number of the distributor that provided the cannabis goods to the retailer; and � 4 1'- 4 -- r-,. r�• PALM ROYALE - C O L L E C T I V E vii. The price the retailer paid for the cannabis goods, including taxes, delivery costs, or any other costs. XX. Inventory Reconciliation a. Palm Royale Collective shall perform a reconciliation of its inventory at least once every 14 days. b. Palm Royale Collective shall verify that the retailer's physical inventory matches the retailer's records pertaining to inventory. f c. The result of inventory reconciliation shall be retained in the retailer's records _ and shall be made available to the Bureau upon request. d. If Palm Royale Collective identifies any evidence of theft, diversion, or loss, the retailer shall notify the Bureau and law enforcement pursuant to section 5036 of r this division. 1 e. If a significant discrepancy as defined in section 5034 of this division is Q discovered between Palm Royale Collective's physical inventory and the retailer's inventory records, the retailer shall notify the Bureau and law ` enforcement pursuant to section 5036 of this division. r XXI. Record of Sales L a. Palm Royale Collective shall maintain an accurate record of sale for every sale r made to a customer. b. A record of a medicinal cannabis goods sale shall contain the following information: 1. The first name and employee number of the retailer employee who ( processed the sale; r H. The first name of the customer and Palm Royale Collective assigned customer number for the person who made the purchase; iii. The date and time of the transaction; iv. A list of all the cannabis goods purchased, including the quantity purchased; and v. The total amount paid for the sale including the individual prices paid for r each cannabis good purchased and any amounts paid for taxes. XXII. Record Retention * a. Each licensee shall keep and maintain the following records related to commercial cannabis activity for at least seven years: ` i. Financial records including, but not limited to, bank statements, sales w invoices, receipts, tax records, and all records required by the California L Department of Tax and Fee Administration (formally Board of Equalization) under Title 18 California Code of Regulations sections 4 1698 and 4901. ii. Personnel records, including: r 11k PALM ROYALE C O L L E C T I V E 1. Each employee's full name 2. Social security or individual tax payer identification number 3. Date employment begins, and date of termination of employment if applicable. iii. Training records, including but not limited to the content of the training provided, and the names of the employees that received the training. iv. Contracts with other licensees regarding commercial cannabis activity. v. Permits, licenses, and other local authorizations to conduct the licensee's commercial cannabis activity. vi. Security records, except for surveillance recordings required pursuant to section 5044 of this division. vii. Records relating to the composting or destruction of cannabis goods. All. Documentation for data or information entered into the track and trance system. ix. All other documents prepared or executed by an owner or his employees or assignees in connection with the licensed commercial cannabis business. x. Records shall be kept in a manner that allows the records to be produced for the Bureau at the licensed premises in either hard copy or electronic form, whichever the Bureau requests. XXIII. Aftire and Conduct a. The following conduct or acts are not permitted in Palm Royale Collective: 1. To employ or use any person in the sale or service of cannabis goods in or upon the licensed premises while such person is unclothed or in such attire, costume, or clothing as to expose to view any portion of the male or female breast below the top of the areola or of any portion of the pubic hair, anus, cleft of the buttocks, vulva, or genitals. H. To employ or use the services of any host or other person to mingle with the patrons while such hostess or other person is unclothed or in such attire, costume, or clothing as described in subsection (a)(1)of this { section. iii. To encourage or permit any person on the licensed premises to touch, caress, or fondle the breasts, buttocks, anus, or genitals of any other person. ti. iv. To permit any employee or person to wear or use any device or 4 covering, exposed to view, which simulates the breast, genitals, anus, pubic hair, or any portion thereof b. If any provision of this rule, or the application thereof, to any person or circumstances is held invalid, such invalidity shall not affect other provisions or application of the rule which can be given effect without the invalid provision or application, and to this end the provisions of this rule are severable. i a PALM M ROYALE � � \ C O L L E C T I V E Palm Royale Collective maintain that all policies and procedures will be regarded by all staff with ultimate responsibility. Any revisions to be required surveillance by state and city laws will immediately be implemented and enforced. 0 0 0 0 } r-• ti r r . C. c C. \`1/ Ap- � PALM ROYALE a C O L L E C T I V E C) Regulatory Permit Application Requirements. An application for a regulatory permit shall include, but small not be limited to, the following O information: O 1. Kathleen Lisa Zomes 53860 Avenida Ramirez La Quinta, California 92253 (509) 663-3622 Cr 2. A description of the statutory entity or business form that will serve as the legal structure for the applicant and a copy of its formation and organizing Q documents, including, but not limited to, articles of incorporation, certificate of O amendment, statement of information, articles of association, bylaws, partnership O agreement operating agreement, and fictitious business name statement. D 3. The name, address,telephone number, title, and function of each of the interested parties described in subsection N., below. O a. Kathleen Lisa Zornes - CEO -- 25% Stakeholder Managing Member 1 - LLC Organization Structure - Address: 53860 Avenida Ramirez La Quinta, California O 92253 b. Don Zomes-Marketing/M mahandrse/Sales Manager-25%Stakeholder Member 1 - LLC Organization Structure - Address: 53860 Avenida Ramirez La Quinta, Callfomla 92253 C. Monica Marie Vega-Staff Manager-50% Stakeholder r Managing Member 2 -LLC Organization Structure - Address: 53860 Avenida ` Ramirez La Quinta, California 92253 4. A legible copy of each applicant's photo identification, such as a state driver's license,a passport Issued by the United States, or a permanent resident card. 5. A list of the license or permit types - Not applicable as Palm Royale ' Collective is a new entity. 6. Whether the applicant has been denied a license or permit by the City, any other jurisdiction, and/or the State that involves the operation of a commercial cannabis business-Not applicable as Palm Royale Collective is a new entity. . 7. Proposed Business Location = a. Address:75-048 Gerald Ford Drive Ste. 103, Palm Desert California 92211 4 b. Telephone Number. (509)663-3622 k ti PALM ROYALE C O L L E C T I V E 13. A complete and detailed diagram of the proposed premises showing the boundaries of the property and the proposed premises to be permitted, showing all a boundaries, dimensions, entrances and exits, interior partitions, walls, rooms, d windows, doorways, and common or shared entryways, storage areas and exterior lighting. The diagram must show the areas in which all commercial cannabis business r- will take place. Including but not limited to, limited-access areas. r- r`•. r . x ' r-• r r- r-• r. r-- r�x r ti r r 4 C' C. `err C PALM ROYALE 0 C O L L E C T I V E cf. 14. A security plan,as a separate document,outilning the proposed security arrangements to deter and prevent unauthorized entrance into limited access areas 0 and theft of cannabis, in accordance with minimum security measures required by state law. The security plan shall be reviewed by the Palm Desert Police Department } and the city manager and shall be exempt from disclosure as a public record pursuant to Government Code Section 6255(a). c 0 0 ram. ram. 0 �r �E 0 F l a a a a ��` PALM ROYALE O O C O L L E C T I V E p Palm Royale Collective Security Plan o Palm Royale Collective feels that it is of the utmost importance to make sure that the facility a will be secure and compliant under local and state law. The following is an outline of the C) policies and procedures that will be implemented to ensure the safety of all clients, employees and the community. I. Palm Royale Collective will adhere to the following: o a. Provide recordingloperating cameras on all accessible points of the building as well as focal points inside building �. b. Operate under a full alarm system with added motion sensors to all Q entrances/exits to be monitored by a third-party security company o c. Compliant monitoring of premises o d. Secure a vaulted, floor mounted, location inside facility to secure all inventory o e. Commercial cannabis businesses shall maintain compliance with the security o plan, business plan, community relations plan, neighborhood responsibility plan, odor control plan, and insurance requirements submitted with their application, unless modifications are accepted in writing by the city manager. C Commercial cultivation, possession, manufacture, processing, staring, laboratory testing and research, packaging, and labeling, shall be conducted only within a fully enclosed and secured structure that is not accessible to minors. g. Commercial cannabis businesses shall not create nuisances such a dust, glare, heat, noise, smoke, odor, and shall not be used to store hazardous materials, products, or wastes. h. Commercial cannabis businesses shall utilize product and inventory tracking software and accounting software that is in-line with reasonable business practices within the industry. 1. As part of the security plan, permittees shall: f k r i Install and maintain security cameras that shall cover, but not be limited to r covering sale, cultivation, manufacturing, processing, transportation, 4, distribution areas, all doors and windows, and any other areas as 4 reasonably determined by the Planning Commission. it Operate cameras 24 hours per day, seven days per week. Ili Maintain at least 120 concurrent hours of digitally recorded documentation. Iv Cure any disruption in security camera images expeditiously and in r n V C O PALM ROYALE C O L L E C T I V E O good faith. 0 v Install alarm systems that are operated and monitored by an independent third party security company. vi Shall lock all storage areas and give access to such storage areas only to permittee and permittee's staff. No cannabis products shall be accessible to the general public. j. Commercial cannabis businesses shall not advertise or promote cannabis or cannabis products that encourage use by persons under the age of 21, or promote cannabis and cannabis products within 1,000 feet of a school, daycare, park, or youth center. r � II. Age verification protocol: r a. Upon entry identification will be verified through ID scanner for document screening { b. ID will be verified once more at secure point of sale by an employee c. Eject any persons who provide falsified medical documentation d. Eject any unauthorized persons suspected of falsifying identity and notate their ID F r III. Employee and client safety: r a. Organize response in case of fire, evacuation or another emergency b. Install visual escape plan to be displayed on wall r c. Provide adequate first-aid kit for employee and client emergencies r d. All employees will be required to enter and exit premises in the presence of another employee L e. Maintain relationship with police and first responders to ensure safety r F 1V. After hours: a. Facility will be secured at the end of each business day by a superior employee trained in closing duties and facility safeguarding 4 b. 24-Hour Video monitoring of premises r L V. Access to Retailer Premises a. Access to the licensed premises of an A-retailer licensee shall be limited to individuals who are at least 21 years of age and have a bona fide business reason for entering the premises. r b. Access to the licensed premises of a M-retailer licensee shall be limited to individuals who are at least 18 years of age and have a valid physician's recommendation. L k l r r-- r-. ". of PALM ROYALE _ C O L L E C T I V E c. We plan being a licensed premises shared by an -A license and an -M license ., we may allow persons identified in subsections (a) and (b) above to access the premises. V1. Limited-Access Areas r, a. Palm Royale Collective has established limited-access areas and will permit only authorized individuals to enter the retailer limited-access areas. b. Authorized individuals include individuals employed by the retailer as well as any outside vendors, contractors, or other individuals conducting business that requires access to the limited-access area. c. An individual in the retailer limited-access area who is not employed by the D retailer shall be escorted by the licensee's employees at all times within the retailer limited-access area. d. An individual who enters the retailer limited-access areas shall be at least 21 years of age. e. Palm Royale Collective shall maintain a log of all authorized individuals who are r not employees of the retailer that enter the retailer limited-access area. These logs shall be made available to the Bureau upon request. f. Palm Royale Collective shall not receive consideration or compensation for permitting an individual to enter the retailer limited-access area. r 4 r VII. Retail Area a. Individuals shall be granted access to the retail area only to purchase cannabis goods after the retailer or an employee of the retailer has verified that the r individual is at least 21 years of age and has a valid proof of identification, or that the individual is at least 18 years of age, has valid proof of identification and a valid physician's recommendation for his or herself or for a person for whom he or she is a primary caregiver. 4 b. Acceptable forms of identification include the following: 1. A document issued by a federal, state, county, or municipal government, 4 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, physical description, and picture of the person; or ii. A valid identification card issued to a member of the Armed Forces that ` includes a date of birth and a picture of the person; or iii. A valid passport issued by the United States or by a foreign government. c. A valid proof of identification must clearly indicate the age or birthdate of the F individual. d. Employees shall be physically present in the retail area at all times when individuals who are not employees of the retailer are in the retail area. r k k 4 i" 4 A. A / ` PALM ROYALE / C O L L E C T I V E Vlll. Hours of Operation a. Palm Royale Collective shall sell and deliver cannabis goods only between the hours of 8:00 4 a.m. Pacific Time and 10:00 p.m. Pacific Time. r b. At any time the premises is not open for retail sales, the retailer shall ensure the following: 1. The premises is securely locked with commercial-grade, non-residential door locks; ii. The premises is equipped with an active alarm system which shall be activated when the retailer or its employees are not on the licensed premises; and iii. Only employees and contractors of the retailer are allowed to enter the premises. iX. Retail Customers a. Palm Royale Collective shall only sell adult-use cannabis goods to individuals who are at least 21 years of age, and medicinal cannabis goods to individuals at least 18 years of age who possess a valid physician's recommendation for his or her self or a person for whom he or she is a primary caregiver. b. Palm Royale Collective shall verify the identity and age, and physician's recommendation if applicable, of a medical cannabis client as required by law X. Cannabis Goods Display a. Cannabis goods for inspection and sale shall only be displayed in the retail area. b. The retailer shall not display cannabis goods in a place where it is visible from outside the licensed premises. c. Cannabis goods may be removed from their packaging and placed in containers to allow for customer inspection. The containers shall not be readily accessible to customers without assistance of retailer personnel. A container must be provided to the customer by the retailer or its employees,who shall remain with the customer at all times that the container is being inspected by the customer. d. Cannabis goods removed from their packaging for display shall not be sold, shall not be consumed, and shall be destroyed pursuant to section 5054 of this division when the cannabis goods are no longer used for display. XI. Cannabis Goods for Sale a. Palm Royale Collective shall not make any cannabis goods available for sale or delivery to a customer unless: 1. The cannabis goods were received from a licensed distributor; C. 0 \f PALM ROYALE C O L L E C T I V E ii. The retailer has verified that the cannabis goods have not exceeded _ their expiration or sell-by date if one is provided; and iii. In the case of manufactured cannabis products, the product complies } with all requirements of Business and Professions Code section 26130 and all other relevant laws. XII. Sale of Non-Cannabis Products on Premises Palm Royale Collective may sell non-cannabis products on a licensed premises if the licensee remains in compliance with any city, county, and state laws or regulations related to those products. This provision excludes alcohol and alcohol products and r tobacco and tobacco products from sale at any licensed premises. XIII. Daily Limits r a. Palm Royale Collective shall not sell more than the following amounts to an adult-use cannabis customer: i. Palm Royale Collective shall not sell more than 28.5 grams of non- concentrated cannabis in a single day to a single customer. w H. Palm Royale Collective shall not sell more than 8 grams of concentrated cannabis as defined in Business and Professions Code section 26001, including concentrated cannabis contained in cannabis products, in a single day to a single customer. iii. Palm Royale Collective shall not sell more than 6 immature cannabis plants, in a single day to a single customer. i b. Palm Royale Collective shall not sell more than the following amounts to a medicinal cannabis customer: r i. Palm Royale Collective shall not sell more than eight ounces of medicinal cannabis in a single day to a single medicinal cannabis customer. w H. If a valid physician's recommendation contains a different amount than the limits listed in this section, the medicinal cannabis customer may purchase an amount of medicinal cannabis consistent with the patient's needs as recommended by a physician. XIV. Exit Packaging Cannabis goods purchased by a customer shall not leave the retailer's premises unless 4 the goods are placed in an opaque exit package. XV. Deliveries a. All deliveries of cannabis goods shall be performed by a delivery employee of Palm Royale Collective. w NWO, PALM ROYALE C O L L E C T I V E b. Each delivery employee of Palm Royale Collective shall be at least 21 years of age. c. All deliveries of cannabis goods shall be made in person. A delivery of cannabis goods shall not be made through the use of an unmanned vehicle. d. The process of delivery begins when the delivery employee leaves the retailer's licensed premises with the cannabis goods for delivery. The process of delivering ends when the delivery employee returns to the retailer's licensed premises after delivering the cannabis goods to the customer(s). e. A delivery employee of Palm Royale Collective shall, during deliveries, carry a copy of the retailer's current license, the employee's govemment-issued identification, and an identification badge provided by the employer pursuant to section 5043 of this division. f. Palm Royale Collective shall maintain an accurate list of the retailer's delivery employees. XVI. Delivery to a Physical Address a. Palm Royale Collective may only deliver cannabis goods to a physical address in California. b. Palm Royale Collective delivery employee shall not leave the State of California while possessing cannabis goods. c. Palm Royale Collective shall not deliver cannabis goods to an address located on publicly owned land or any address on land or in a building leased by a public agency. This prohibition applies to land held in trust by the United States for a tribe or an individual tribal member unless the delivery is authorized by and consistent with applicable tribal law. XVII. Methods of Delivery a. Palm Royale Collective's delivery employee, carrying cannabis goods for delivery, shall only travel in an enclosed motor vehicle operated by a delivery employee of the licensee. b. While carrying cannabis goods for delivery, Palm Royale Collective's delivery employee shall ensure the cannabis goods are not visible to the public. c. Palm Royale Collective's delivery employee shall not leave cannabis goods In an unattended motor vehicle unless the motor vehicle is locked and equipped with an active vehicle alarm system. d. A vehicle used for the delivery of cannabis goods shall be outfitted with a dedicated Global Positioning System (GPS) device for identifying the geographic location of the delivery vehicle. e. A dedicated GPS device must be owned by the licensee and used for delivery only. The device shall be either permanently or temporarily affixed to the delivery vehicle and shall remain active and inside of the delivery vehicle at all times during delivery. At all times, the retailer shall be able to identify the C. a PALM ROYALE r � C O L L E C T I V E O geographic location of all delivery vehicles that are making deliveries for the retailer and shall provide that information to the Bureau upon request. C) f. Upon request, Palm Royale Collective shall provide the Bureau with information regarding any motor vehicles used for the delivery of cannabis goods, including the vehicle's make, model, color, Vehicle Identification Number, license plate number and Department of Motor Vehicle's registration. 0 g. Any motor vehicle used by Palm Royale Collective to deliver cannabis goods is subject to inspection by the Bureau. Vehicles used to deliver cannabis goods O may be stopped and inspected by the Bureau at any licensed premises or O during delivery. XV11I. Cannabis Goods Carried During Delivery a.While making deliveries, Palm Royale Collective's delivery employee shall not r carry cannabis goods worth in excess of$3,000 at any time. This value shall be determined using the current retail price of all cannabis goods carried by the w. delivery employee. XIX. Cannabis Consumption During Delivery ` a. Palm Royale Collective's delivery employees shall not consume cannabis goods while delivering cannabis goods to customers. 4 r XX. Delivery Request Receipt a. Palm Royale Collective shall prepare a delivery request receipt for each delivery 4 of cannabis goods. f 1. The delivery request receipt shall contain the following: f 1. The name and address of the retailer, r 2. The first name and employee number of the retailer's delivery employee who delivered the order; w 3. The first name and employee number of the retailer's employee who prepared the order for delivery; u 4. The first name of the customer and Palm Royale Collective assigned customer number for the person who requested the k delivery; S. The date and time the delivery request was made; 4 S. The delivery address; i 7. A detailed description of all cannabis goods requested for delivery. The description shall include the weight, volume, or any other accurate measure of the amount of any cannabis goods 4 requested. 4 8. The total amount paid for the delivery, including any taxes, fees, t the cost of the cannabis goods, and any other charges related to the delivery; and C 0 C, 0 4 PALM ROYALE O C O L L E C T I V E 9. Upon delivery, 0 a. The date and time the delivery was made, and the signature of the customer who received the delivery. b. At the time of the delivery, the delivery employee of the retailer shall provide the customer, who placed the order a 0 copy of the delivery request receipt. The delivery employee shall retain a signed copy of the delivery request receipt for . the retailer's records. r� 4 r XXI. Delivery Route While making deliveries of cannabis goods, Palm Royale Collective's delivery employee shall only travel from the retailer's licensed premises to the delivery address; from one delivery address to another delivery address; or from a delivery address back to the retailer's licensed premises. A delivery employee of Palm Royale Collective shall not deviate from the delivery path described In this section, except for necessary rest, fuel, or ti vehicle repair stops, or because road conditions make continued use of the route unsafe, impossible, or impracticable. XXIL Receiving Shipments of Inventory a. Palm Royale Collective shall receive a shipment of cannabis goods only from a distributor. b. Palm Royale Collective shall accept shipments of cannabis goods only between ' the hours of 6:00 a.m. Pacific Time to 10:00 p.m. Pacific Time. c. During business hours, shipments of cannabis goods shall not enter the premises through an entrance or exit that is available for use by the public. XXIII. Inventory Documentation a. Palm Royale Collective shall maintain an accurate record of its inventory. Palm Royale Collective shall provide the Bureau with the record of inventory upon request. b. Palm Royale Collective shall keep a record of the following information for all cannabis goods the retailer has in its inventory: i. A description of each item in the retailer's inventory. This description will be such that the cannabis goods can easily be identified; III. An accurate measurement of the quantity of the item; iii. The date and time the cannabis goods were received by the retailer, Iv. The sell-by or expiration date on any cannabis goods, if any; y . v. The name and license number of the licensee that delivered the r cannabis goods to the retailer; vi. The name and license number of the distributor that provided the t cannabis goods to the retailer; and 4 O O O PALM ROYALE O C O L L E C T I V E vii. The price the retailer paid for the cannabis goods, including taxes, o delivery costs, or any other costs. XX. Inventory Reconciliation Q a. Palm Royale Collective shall perform a reconciliation of its inventory at least 0 once every 14 days. o b. Palm Royale Collective shall verify that the retailer's physical inventory matches the retailer's records pertaining to inventory. c. The result of inventory reconciliation shall be retained in the retailer's records and shall be made available to the Bureau upon request. { d. if Palm Royale Collective identifies an evidence of theft, diversion, or loss, the Y Y retailer shall notify the Bureau and law enforcement pursuant to section 5036 of this division. f" e. If a significant discrepancy as defined in section 5034 of this division is .. discovered between Palm Royale Collective's physical inventory and the retailer's inventory records, the retailer shall notify the Bureau and law enforcement pursuant to section 5036 of this division. r ti r XXI. Record of Sales f a. Palm Royale Collective shall maintain an accurate record of sale for every sale made to a customer. b. A record of a medicinal cannabis goods sale shall contain the following f information: 1. The first name and employee number of the retailer employee who 4 processed the sale; ii. The first name of the customer and Palm Royale Collective assigned customer number for the person who made the purchase; r III. The date and time of the transaction; iv. A list of all the cannabis goods purchased, including the quantity purchased; and v. The total amount paid for the sale including the individual prices paid for each cannabis good purchased and any amounts paid for taxes. XXI1. Record Retention a. Each licensee shall keep and maintain the following records related to commercial cannabis activity for at least seven years: 1. Financial records including, but not limited to, bank statements, sales t invoices, receipts, tax records, and all records required by the California r Department of Tax and Fee Administration (formally Board of Equalization) under Title 18 California Code of Regulations sections 1698 and 4901. ii. Personnel records, including: k 4 0 PALM ROYALE r � Q C O I_ L E C T I V E Q 1. Each employee's full name 2. Social security or individual tax payer identification number Q 3. Date employment begins, and date of termination of employment If applicable. III. Training records, Including but not limited to the content of the training Q provided, and the names of the employees that received the training. iv. r, Contracts with other licensees regarding commercial cannabis activity. v. Permits, licenses, and other local authorizations to conduct the licensee's commercial cannabis activity. vi. Security records, except for surveillance recordings required pursuant to section 5044 of this division. vii. Records relating to the composting or destruction of cannabis goods. viii. Documentation for data or information entered into the track and trance system. ix. All other documents prepared or executed by an owner or his employees • , or assignees in connection with the licensed commercial cannabis business. x. Records shall be kept in a manner that allows the records to be r produced for the Bureau at the licensed premises in either hard copy or electronic form, whichever the Bureau requests. XXIII.Attire and Conduct a. The following conduct or acts are not permitted in Palm Royale Collective: �~ i. To employ or use any person in the sale or service of cannabis goods in or upon the licensed premises while such person is unclothed or in such 4 attire, costume, or clothing as to expose to view any portion of the male or female breast below the top of the areola or of any portion of the pubic hair, anus, cleft of the buttocks, vulva, or genitals. ii. To employ or use the services of any host or other person to mingle with the patrons while such hostess or other person is unclothed or in such attire, costume, or clothing as described in subsection (a)(1) of this section. r iii. To encourage or permit any person on the licensed premises to touch, caress, or fondle the breasts, buttocks, anus, or genitals of any other person. iv. To permit any employee or person to wear or use any device or covering, exposed to view, which simulates the breast, genitals, anus, pubic hair, or any portion thereof b. If any provision of this rule, or the application thereof, to any person or circumstances is held invalid, such invalidity shall not affect other provisions or application of the rule which can be given effect without the invalid provision or application, and to this end the provisions of this rule are severable. C / % P- PALM ROYALE O C O L L E C T I V E Palm Royale Collective maintain that all policies and procedures will be regarded by all staff O with ultimate responsibility. Any revisions to be required surveillance by state and city laws will immediately be implemented and enforced. O 0 r� 0 0 0 0 �J r r 5 �-x �J r-, r� 7 r N 0. PALM ROYALE C Q L L E C T I V E 15. A comprehensive business operations plan that includes the following: a. Business plan. A plan describing how the commercial cannabis business will operate in accordance with this code, state law, and other applicable regulations. The plan shall include operational, banking, and personnel procedures to ensure adequate business knowledge, modeling and support. b. Community relations plan. A plan describing who is designated as being responsible for outreach and communication with the surrounding community, Including the neighborhood and businesses, and how the designee can be contacted. C. Neighborhood responsibility plan. A plan addressing any adverse impacts of the proposed commercial cannabis business on the surrounding area. d. Odor control plan. A plan identifying odor control methods, including, but not limited to, use of odor absorbing ventilation and exhaust systems, negative air pressure, and other treatments. e. insurance. The applicant's certificate of commercial general liability insurance and endorsements and certificates of all other insurance related to the operation of the commercial cannabis business. f. Budget. A copy of the applicant's most recent annual budget for operations. PALM ROYALE r C O L L E C T I V E r r i . 4 Business Plan 4 4. f r� r r w_ r k k l - L. l r 4 r Outline 1) Executive Summary 2) Market Analysis ti 3) Organization & Management 4) Products 5) Marketing 4 6) Growth 7) Financial Projections k a) Community Relations Plan 9) Neighborhood Responsibility Plan 10) Community Benefits Plan r 11) Biographies Executive Summary r r' Palm Royale Collective will be located Palm Desert, California. We have been able to lease a facility for five years. The facility is well positioned away from `- any K-12 School(s), Daycare, Youth Centers, Parks and Residential neighborhoods. Palm Royale Collective will be involved in the retailing of Medicinal Cannabis, as well as Recreational Cannabis. We will ensure that all our cannabis goods are Quality and pesticide tested to meet not only the state standards but our own stringent standards for our retail outlet. All dispensing of Cannabis retail goods will be in compliance with Palm Desert and Bureau of Cannabis Control 4._ regulations. Palm Royale Collective plans to operate a 14 hours per day 7 days a week between the hours of 8 am — 10 pm. If necessary we will deliver between the hours of 6 am — 8 am. We are in business to service both walk-in customers as well as delivering to surrounding cities in the Coachella Valley that permit such activities. r ti 4. 4 4 J k r' 4 Y Y Palm Royale Collective will ensure that all our customers are given first class treatment whenever they visit our store. We will be using Green Bits software r which will enable us manage to Inventory, Payroll, Ordering, and Point-of-Sale (POS) system all in one solution. Green Bits will allow us to scale no matter how large our customer base grows. Green Bits is a proven solution in other states where cannabis has been legal for nearing 5 years. Palm Royale Collective is a family business that is owned and co-managed by Lisa Kathleen Zornes, Monica Marie Vega, and Don Zornes. Lisa Kathleen Zornes will act as Cheif Executive Officer (CEO). She has well over 30 years of experience managing Salons, Spa's and Outdoor Adventure establishments. Overall they have a combined 50 years of experience in Sales, Managing and Marketing. Our Products Our core products will be Cannabis flower, edibles, concentrates, tinctures, i Vaporizer pens, transdermal creams, beverages, clones, oils, low-THC strains and high-CBD products. In order to provide a more comprehensive retail experience we will also provide ancillary cannabis products such as glass, vaporizer batteries, lighters and papers. 4. Our Vision Statement Our vision is to become a first class medical and recreational cannabis retail store in Palm Desert. We want to not only create but educate our community r with a culture that empowers and motivates residents to adopt and maintain healthy lifestyle choices. Our Mission Statement The mission of Palm Royale Collective is to provide each client with the feeling of truly being cared for with dignity and respect. We seek to enhance the community by providing our clients a safe and secure location to procure their F cannabis goods. We believe in educating our clients and staff on the merits _ of Cannabis and always making safety a key priority. We plan on giving back to the community by providing value-oriented, quality cannabis goods accessible to everyone. r ti Business Structure Palm Royale Collective is a business that will be built on a solid foundation. t From the outset, we have decided to recruit only qualified people to staff various Job positions in our organization. We are aware of the rules and regulations that can make this a cumbersome industry. We will decided to recruit experienced and qualified employees to be the foundational staff of the organization. We hope to leverage on their expertise to build our business brand as a premiere medical 4 cannabis dispensary within the Coachella Valley. r When hiring, we will look for applicants that are not just qualified and experienced, but honest, customer centric and willing to put in the hours it takes to help us build a prosperous business that will benefit all stake holders (the owners, workforce, customers and community). At Palm Royale Collective we will pay all of our employees a fair living wage. Market Analysis Market Trends f While the market trends in the medical cannabis industry in California are more established and easier to predict. The new recreational cannabis market in California is going to be a new frontier. This is why we have used Washington State as our model for predicting recreational sales. The rt emerging market in California is going to be tightly regulated. This means that any entrepreneur who wants to operate a cannabis related business must be ready to be compliant with all the guidelines set forth not only by the city of Palm Desert but also the State of California Palm Royale Collective took careful consideration in ensuring we could retain ` local, professional forecasts of the marketplace. By working with a consultant who had real world experience delivering to the surrounding communities prior to localities enacting bans was crucial. This real world data allowed us to make Accurate predictions regarding our anticipated daily counts, order average and marketplace trends regarding products consumed locally. Undoubtedly, the industry will continue to grow and become more profitable due to the aging baby-boomer generation in the Unites States which is projected to drive increasing demand for medical and recreational cannabis Medical and recreational cannabis retail stores are now making use of technologies from other retail industry to effectively manage their business. Marketing has been one of the biggest challenges that cannabis businesses faces. The use of software and metrics to track various aspects of business F are effective in helping any retail establishment manage their client base. 4 4, Our Target Market r Palm Royale Collective is in business to service a wide range of customers. We want to encompass all of our population to provide people of all legal ages safe and affordable access. Generally, those who need medical cannabis are those suffering from severe pain, insomnia, anxiety, glaucoma, HIV/AIDS, epilepsy, Cancer nausea, and any other ailment that the physician deems the use of medical cannabis can benefit or alleviate. r The fact that we are going to open our doors to a wide range of customers does not in any way stop us from performing the necessary duties that r are required by the law. Our staff will be trained to effectively service our clients and follow all the rules and regulations governing the industry. Our customers can be categorized into the following categories; Medical Clients • Recreational Clients Business Professionals Homebound Clients Working Professionals Seniors (55+) • 21-35 Age Group Our Competitive Advantage In every business there is competition, however, we believe we possess several strengths that will allow us to remain relevant at all times. The retail Cannabis industry is known to be fiercely competitive not only locally but throughout the state of California Due to the nature of the rapid growth of the cannabis retail industry across the country people have come to expect not only a first class facility, educated staff and a wide array of cannabis goods to fit everyone's budget. Palm Royale Collective understands the local population and how it can affect a retail store in the off-season. This is why we will be focusing on our local population when we open to gain a steady customer base. Then as season approaches during the months of October we will be prepared to scale as the population does every year. Focusing on our locals will allow us to gain a favorable market share before season even begins. In this industry, most of the competitive dynamics center around the quality of cannabis dispensed, the customer experience offered, the location of the dispensary, selection of offered products, and the branding of the business play a significant role. Even though competition can be fierce locally we feel that we are well positioned not only from a business standpoint but also with a premier location. Palm Royale Collective is entering into the market well prepared to favorably Compete in the local cannabis industry. Our Store is well positioned near the Freeway for ease of access and visible from the main cross streets. We have A close proximity to the Riverside County Sheriff Station off Gerald Ford and Portola for prompt response time should an incident occur. There is plenty of parking available with large amounts of pass-by traffic throughout the day. Our management staff is well versed in high-end retail and marketing. Employees will be trained to be knowledgeable, professional and courteous. It is through top notch customer service that Palm Royale Collective will shine. G C 0 0 Organization & Management The following corporate structure will exist at Palm Royale Collective: CEO — Kathleen Lisa Zornes Market!ng/Merchandi se/Sales Manager - Don Zornes Staff Manager - Monica Marie Vega Sales agents (10-15) Roles and Responsibilities The responsibilities of each position within the dispensary will be broken down as detailed below. Kathleen Lisa Zornes - Chief Executive Officer (CEO) L . Provide business direction �k. Responsible for creating, communicating, and implementing the organization's vision, mission, operating procedures and overall direction 0 Responsible for recruitment, training and management of staff �5 Palm Royale Collective Community Outreach • Oversees the daily activities of the company Responsible for payment of salaries o • Manages banking and documents on behalf of the company Evaluates the success of the organization ` Monica Marie Vega - Staff Manager r-•ti Manage floor sales staff Perform necessary inventory counts and stocking functions *� Maintain inventory, visitor, vendor logs r Perform daily sales counts Evaluates the success of the sales staff using various metrics r , k. L 0 0 -, . Supervise entire staff— including daily duties such as opening and closing 0 procedures Help with performing bi-monthly inventory counts o . Responsible for installing, maintaining and troubleshooting Green Bits software • Coordinates staff schedules, meetings and educational opportunities Manages the organizations website and social media campaigns/outreach • Helps to ensure consistent quality of Cannabis and ancillary products on display Responsible for planning sales, co-monitoring inventory,and helping create orders for vendors r' Don Zornes - Marketing/Merchandise/Sales Manager Responsible for managing the daily sales activities in the retail cannabis establishment Preparation of weekly financial reports to be reviewed by CEO . Responsible for handling of market data/research/metrics Responsible for inventory control logs and the sales floor inventory stock • Models demographic information and analyzes the volumes of sales to capitalize on marketing opportunities R Manages external research and coordinates all the internal sources of Information to retain customers and attract new ones r Responsible for ordering, education and inventory of cannabis goods Manage vendor relations, market research, sales goals/projections Handles any other duty as assigned by the CEO Perform general retail duties to include but not limited to: payments, receipts, { Education, follow-up, t r r 4. r r l f Sales Staff ' Responsible for greeting and educating of clients on offerings available based on information relating to the person's particular needs and goals regarding cannabis use • Perform general retail duties to include but not limited to: payments, receipts, Education, follow-up, r, • Handles any other duty as assigned by the floor manager • Responsible for promoting the company's image by presenting themselves in a clean cut manner Responsible for sterilizing the counter tops, scales, and common areas Ensure goods and products are properly displayed and monitored . Helps identify sources for potential clients for Palm Royale Collective Handles any other duty as assigned by the floor manager r 4 r r r-' r r r r r- rr r r k r l r a 0 r I 4 r C f Marketing The marketing and sales strategy of Palm Royale Collective will be based on generating long-term personalized relationships with clients. In order to achieve that, we will ensure that we offer quality Cannabis and Cannabis based goods at competitive prices. We will also strive to have a wide range of cannabis goods at varying rates to ensure affordable access. Considering that seniors make a up a majority of the target market Palm Royale Collective will offer a senior (55 and older) along with a veterans _ discounted rate. All of our employees will be well trained and equipped to provide excellent and knowledgeable customer service. We know that if we are consistent with offering high quality medical cannabis and excellent customer service, we will increase the number of our customers by more than 15% for the first year and then more than 25% per annum thereafter. We have r created a detailed business projections that reflects these numbers. Before choosing a location for our Cannabis retail store, we conducted a thorough market survey and feasibility studies in order for us to be able to penetrate the local cannabis market and become the preferred retailer of * ; choice for the residents of Palm Desert. We have compiled information and data that we were able to utilize to structure our business to attract the numbers of clients we want to attract at a given time. We have hired experts who have a solid understanding of the local retail Cannabis industry to help us develop sales projections and marketing Strategies. Having a local understanding will allow us to achieve our business goal of winning a larger percentage of the available market in Palm Desert. We do not view hiring local area cannabis industry experts D as a waste of money; rather we see it as a wise investment that will guarantee a local understanding of the marketplace. 6.' 0 0 a 0 0 a U ' In summary, Palm Royale Collective will adopt the following sales and marketing approaches: Q Introduce our business by sending introductory letters to residence, business owners and organizations Advertise our business in Cannabis community based newspapers, Internet listing sites and local advertisements where viewer-ship meets State regulations d Join Adpot-a-Highway program Leverage social media to promote our business Engage in direct marketing to consumers as allowed by state regulations a Join Chamber of Commerce Participate in local events such as food drives, Park clean-ups, marathon's, Etc. Attend Cannabis related education 1 exhibitions 1 events ` Publicity and Advertising Strategy -` Regardless of the fact that our cannabis retail store is ideally located ` Near the freeway we will attempt to intensify the publicity for our new business. We are going to explore all available conventional and non --- `-' conventional means to promote our retail business as allowed by state and Local regulations.. Here are the platforms we intend on leveraging in order to promote and advertise Palm Royale Collective; Weedmaps Create our own application for smart-phones to advertise directly Place adverts on both print (community based newspapers and magazines) and electronic media platforms where allowed by state regulations • Participate in California Events and Expos whenever possible � 5 r- r t ., Sponsor relevant community programs Leverage on the Internet and social media platforms: Instagram, Facebook , twitter, YouTube, Google +, etc. to promote our brand r Leverage Search Engine Optimization (SEO) r-- 4 Engage educational events • Position our advertisements for products at strategic positions in our k retail store 4 Our Pricing Strategy i r It would be wrong to set pricing without first determining other factors that surround pricing. This is one of the reasons why we will work towards ensuring that all of our products are offered at highly competitive prices. ' The fact that we are going to be offering our products at less expensive prices ti than our competitors does not in any way mean that we will sell sub — standard products. Selling our products at a lower price than what is :. obtainable in our competitors' stores means that we will only reduce our "x profit margin and gain sales margin. Payment Options At Palm Royale Collective our payment policy is all inclusive because we are r quite aware that different people prefer different payment options as it suits them. The following are the payment options that will be available in our retail r outlet: r • Payment via Point of Sale (POS) Machine using either Cash or Card Pre-paid store gift cards Payment with rewards system based on prior purchases 4 Payment via ApplePay, AndroidPay and other mobile payment solutions . Checks (due to senior clients) 4 4 Y I a Growth r. a a It is the wish of any business to become so successful that there is a good succession plan to act upon. More often than not, having a good r h. succession plan will help you know the direction your business is headed. As such, the future of a business lies in the number of loyal customers, the + capacity and competence of the employees, marketing strategy and the business structure. If all, or even one, of these factors are missing from an organization then it won't be long before the business closes shop. One of our major goals in starting Palm Royale Collective is to build a business that will survive off its own cash flow without the need for injecting Capital from external sources once the business is officially up and running. 4 know that one of the ways of gaining approval and winning customers over r is to sell certain products cheaper than what is currently obtainable in the 4 market. We are well prepared to survive during the slower months by r ensuring a loyal, local client base from the outset. r Palm Royale Collective will make sure the correct foundation, structures and processes are put in place to ensure that our staff is well trained and compensated. Our company's corporate culture is designed to drive our organization to greater heights. Training and re —training of our workforce is a key priority due to the speed of the emerging cannabis industry. As an Incentive to our employees they will be paid a commission in addition to their hourly wages after their probationary period has ended. This will create a f Workforce who is engaged and involved directly in the growth of Palm Royale r Collective. r` t- r r^•. ti 4 k ly rr Financial Projections Sources of Income We know that it is vital to state and act on the ways through which we have decided to raise funds. Our primary source of income will be from the retail of medical cannabis and of recreational cannabis to persons over the age of 21. Palm Royale Collective will also generate income from the sale of ancillary Cannabis products such as glassware, lighters, apparel and papers. k Sales Forecast r 4_ One of the true marks of an effective entrepreneur is being able to forecast sales based on the current and future local and national cannabis industry. It is important to state that our sales forecast is based on the data gathered directly from the marketplace in Palm Desert, and also some of the market data readily available in the recreational market in Washington state. r We chose Washington because we feel that Colorado has skewed sales data due to surrounding states that have prohibition still in place. Below are the sales projections that we were able to come up with for the { first three years of operations; } First Year-: $2,604,050 for the retail location and delivery combined f Second Year-: $4,857,750 for the retail location and delivery combined Third Year-: $5,294,025 for the retail location and delivery combined 4 - Fourth Year-: $6,088,129 for the retail location and delivery combined y The following is an operational budget and forecast for the first three years of Palm Royale Collective. 4 4 L L p Financial Plan 0 Forecast O Key assumptions One of the true marks of an effective entrepreneur is being able to forecast sales based on the current and future local and national cannabis industry. r it is important to state that our sales forecast is based on the data gathered directly from the marketplace in Palm Desert, and also some of the market data readily available in the recreational market in Washington state. - We chose Washington because we feel that Colorado has skewed sales data due to surrounding states that have prohibition still in place.What follows is a visual of the numbers we have determined are a realistically attainable.The last section is the projected profit and loss,balance sheet, and cash flows. Revenue by Month SI aM r sua L-. r $750K $500K 5 k SBOK r r Mar Aqr May lu-.e joy Aug Sept Oct Now Dec Ian lab l r . t F 4- r 4 L. CONFIDENTIAL- DO NOT DISSEMINATE. This business plan contains confidential, trade-secret r information and is shared only with the understanding that you will not share its contents or ideas with third parties without the express written consent of the plan author. 4y r"• r� - r� Expenses by Month SGWK h � S600K a f' 1400K Erh.direct Cott - ■Expenes } S200K SO f Net Profit (or Loss) by Year k r �f sl i11 t. F � 1161 1 � $5d6k r - "Pri 19 rr7DM F+7R 1 ti 4- Y CONFIDENTIAL- DO NOT DISSEMINATE. This business plan contains confidential, trade-secret information and is shared only with the understanding that you will not share its contents or ideas with third parties without the express written consent of the plan author. r r r� Statements Projected Profit and Loss r-- FY2019 FY2020 FY2021 Revenue $5,152,150 $5,594,025 $6,088,129 r Direct Costs $2,592,735 $2,797,010 $3,044,065 r 4, r Gross Margin $2,559,395 $2,797,015 $3,044,064 rr . Gross Margin% 50% 50% 50% r�• Operating Expenses r, Salaries Er Wages $449,280 $470,880 $470,800 Employee Related Expenses $89,856 $94,176 $94,176 r•. Lease $62,095 $73,380 $76,416 c, Phone / Internet $1,500 $1,500 $1,500 r Power $2,850 $2,850 $2,850 Marketing $82,500 $90,000 $90,000 Total Operating Expenses $688,081 $732,786 $735,827 Operating Income $1,871,314 $2,064,229 $2,308,242 r w Interest Incurred Depredation and Amortization r 4 Income Taxes $430,402 $474,773 $530,896 Total Expenses $3,711,238 $4,004,569 $4,310,783 Net Profit $1,440,912 $1,589,456 $1,777,346 r Net Profit/Sales 28% 28% 29% r r r-. r- l f r 4 r r CONFIDENTIAL- 00 NOT DISSEMINATE. This business plan contains confidential, trade-secret information and is shared only with the understanding that you wilt not share its contents or ideas with third parties without the express written consent of the plan author. r Y r r L r l r 4 Projected Balance Sheet FY2019 FY2020 FY2021 r 4 Cash $2,751,424 $3,638,538 $5,473,149 r L Accounts Receivable $0 $0 $0 r Inventory 4 Other Current Assets 4 Total Current Assets $2,751,424 $3,633,538 $5,473,149 r Long-Term Assets Accumulated Depreciation r Total Long-Term Assets r . Total Assets $2,751,424 $3,638,538 $5,473,149 x Accounts Payable $0 $0 $0 4 Income Taxes Payable $292,680 $118,693 $132,724 Sales Taxes Payable $1,017,832 $489,477 $532,711 r Short-Term Debt 4 Prepaid Revenue ti Total Current Liabilities $1,310,512 $608,170 $665,435 r Long-Term Debt w r w Total Liabilities $1,310,512 $608,170 $665,435 r r Paid-In Capital `� Retained Earnings $1,440,912 $3,030,368 Y Earnings $1,440,912 $1,589,456 $1,777,346 Total Owner's Equity $1,440,912 $3,030,368 $4,807,714 r Total Liabilities 8: Equity $2,751,424 $3,638,538 $5,473,149 w r l r r l r r w CONFIDENTIAL- DO NOT DISSEMINATE. This business plan contains confidential, trade-secret ' information and is shared only with the understanding that you will not share its contents or ideas with third parties without the express written consent of the plan author. r t r k r 0 0 0 1 Projected Cash Flow Statement o FY2019 FY2020 FY2021 o Net Cash Flow from Operations .' Net Profit $1,440,912 $1,589,456 $1,777,346 Depreciation Ft Amortization Change in Accounts Receivable $0 $0 $0 r Change in Inventory Change in Accounts Payable $0 $4 $0 Change in Income Tax Payable $292,680 ($173,987) $14,031 := Change In Sales Tax Payable $1,017,832 (5528,355) $43,234 Change In Prepaid Revenue k r Net Cash Flow from Operations $2,751,424 $887,114 S1,834,611 Investing&Financing r Assets Purchased or Sold w Investments Received L Change in Long-Term Debt ` Change in Short-Term Debt 4 r Dividends It Distributions Net Cash Flow from investing Et Financing r Cash at Beginning of Period $0 $2,751,424 $3,638,538 r-� Net Change in Cash $2,751,424 $887,114 $1,834,611 Cash at End of Period $2,751,424 S3,638,538 $5,473,149 r-- 4 l f r CONFIDENTIAL- DO NOT DISSEMINATE. 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Start — Up Expenditures `I From our research, it can be deduced that starting a cannabis retail location isn't something that comes cheap, neither is it for the faint of heart. The first set of monies to be spent for an deposits for securing a location in D this industry are usually non-refundable along with necessary fees required for a local permit application but also the fees set forth by California for retail Cannabis permits. C The items listed below are the basics that we would need when starting our Retail cannabis location, although costs might vary slightly: The Total Fee for Registering the Corporation in California— $1,100 D . Legal expenses for obtaining licenses and permits—$ 14,854 r-) Marketing material expenses for the grand opening of Palm Royale �D Collective in the amount of$1,250 r_- L_- • Cost for hiring Cannabis Consultant —$3,700 Cost for Computer Software ( Green Bits, QuickBooks, CRM Software, Application Development—$10,000 • Necessary Hardware detailed in Security Plan and Installation — $15,000 Insurance (general liability, workers' compensation and property casualty) coverage at a total premium —$4,7501year r Cost for build-out (Walls, Safe, Painting, Floors etc.) — $ 42,500 Cost for payment of rent for 9 months at in the total amount of$50,805 Display Cases and Furniture — $ 6,300 Other start-up expenses including Engineer, logo, sings — $ 7,500 Other possible start-up expenses or deposits — $ 10,000 . The cost for Start-up inventory (stocking with a wide range of products) — $75,000 The above expenses come to a total of $ 242,759 for the projected start-up 4 associated with Palm Royale Collective. Next we will cover how Palm Royale Collective plans on funding our enterprise pending the approval process. F- f r r r r Generating Funding I Startup Capital for Palm Royale Collective Palm Royale Collective is a privately held business that is solely owned and - financed by the Zornes family and Monica Marie Vega. We do not intend to welcome any external business partners which is why we have decided to restrict the sourcing of the start-up capital to the three potential sources. These are the assets that Palm Royale Collective intends to leverage in order to generate start-up capital. r- Initial deposits/fees from personal savings Sale or Loan on properties owned free and clear; three properties in total with a net worth $ 2,000,000 • Monica Marie Vega will be contributing $150,000 from her personal savings which will cover the initial two months of inventory purchases Banking Plans for Palm Royale Collective Palm Royale Collective will be using Nature Pay for our banking needs pending confirmation of the selection process. They provide the following services for our retail cannabis needs: • Rate of 6.99% 4 . No Setup fee and account funding - 72 hours for the first 30 days After 30 days - next day funding 5% reserve for first 30 days only - Reserve is returned after first month Boarding time: 10 business days 4 Non Binding: This projection is done based on what is obtainable in the industry and with the assumption that there won't be any major economic crisis k or natural disasters within the period stated above. Please note that the above projection may be lower, but may also be higher than anticipated. r f r l C. r Community Relations Plan .. ' One of the first tasks of Palm Royale Collective after receiving our licenses " will be to make contact with all the businesses in the surrounding half-mile radius. This will be done by Kathleen Zornes who will be the designated ., Point of contact for Palm Royale Collective. Monica Vega will be the secondary Point of contact should Kathleen not be available. Cards will be handed out D with all the necessary contact information to all the surrounding business . owners. This will ensure that they all have been greeted, had any concerns answered in person, as well as give them the information they need to make 0 any future contact. 0. i The second task will be to introduce ourselves to the community and citizens D Of Palm Desert. This will be accomplished first by holding a job fair to hire our future employees directly from the local community. Then we will move forward with our aggressive marketing plan that conforms to the restrictions set forth by the state regarding advertising demographics. We will be focusing } on local areas where people over 21 are allowed to congregate. For instance La Quinta Brewing is planning on offering advertising services on their tablets for local area Cannabis related businesses and products. These types of local advertising will be crucial during our launch to ensure a solid local following. r r L r L 0 Kathleen Zornes Contact Information: Phone: (569) 663-3622 Email: Kathleen@palmroyalecollective.com 4 Monica Marie Vega Contact Information: Phone: (206) 883-4979 Email: Monica@palmroyalecollective.com r r r l l r r r r C. a C Neighborhood Responsibility Plan F- Palm Royale Collective is excited to have the opportunity to be a part of the % welcoming community that is Palm Desert. Our goal is to open and feel like we were always a part of the community. This is why we chose a location r that is well away from any residential areas, parks and schools. Possible Impacts Unfortunately nothing is perfect and there is the possibility of negative impacts On the surrounding neighborhood. Fortunately there is no residential areas within one square mile of our proposed location. We are also within very close proximity to the Palm Desert Police station off Gerald Ford and Portola. One of the biggest issues with any new business is the influx of new people to r an area and with them trash. We are paying NNN expenses as part of our k lease to ensure the property is well maintained. Staff will also be r advised as part of their duties to clean any surrounding trash they may see in F or outside of the store at all times. We will be working with Nurses for Safe Access, in order to provide novice, and all, cannabis users a resource to ensure they will be able to get the most out of their cannabis experience. This will also provide them a reliable, local resource to ensure less impact on community health services. All of the profits generated by Nurses for Safe Access are in turn donated to a charity that supports foster children who have been adversely affected by the opioid crisis. r-- Community Benefits Plan 4 ` As an emerging industry we know that it is essential to go above and beyond to show the community we appreciate the opportunity to make a difference. .° We will be participating in giving back directly to the community through participation in local food drives, donations to homeless facilities, working with Habitat for Humanity and joining the Adopt-a-Highway program. We feel that these extra steps are necessary when being welcomed into a community. �Y. Palm Royale Collective plans on having an open door policy when it comes To the city for any questions or education that we can provide. Be it to local Law enforcement, city officials, code enforcement and the California Highway . Patrol. We feel that education is key to making sure that the community is aware of our understanding and capabilities. Based on our sales if we were to donate 2% of our profits to the surrounding r communities on a monthly basis we would be generating an additional $4,590 in the summer months and over$20,000 in the height of season. Palm Royale Collective will be holding a hiring fair pending confirmation of the selection process from the city. This will ensure we not only are providing - a portion of our revenue back to the community but also jobs. We plan on Employing a total of 10-15 staff depending on the time of the year. This will ensure that plenty of people locally will benefit from the inclusion of this emerging industry. r' 4 S r r t r l Biographies of Organizing Parties Included in the following section are the biographies of the founding members of Palm Royale Collective. We felt that it was relevant to share a little of our- selves with you after our formal business plans. Chief Executive Officer (CEO) - Kathleen Lisa Zornes Staff Manager - Monica Marie Vega MarketinglMerchandise/Sales Manager - Don Zornes Kathleen Lisa Zornes — CEO 4 r" 4 My name is Lisa Kathleen Zornes and 1 am a part time resident of the La Quints Cove. I've been visiting the Palm Springs area for the last 20 years and decided that I wanted to make this my home. I am currently working as a w transportation logistics broker, quality control inspector and operations manager r t of Maxwell Properties. I work on our apricoticherry orchard, making sure our fruit f meets the highest grade and then ship all over the US as well as Mexico and into Canada. 4. r 4. My background and passion has always been customer service. I started out my career as a property manager, then becoming my own entrepreneur. My career has taken me down many diverse paths. I've opened a local mountain r bike/snowboard shop, have gown those friendly skies and started a successful F salon. Having a vision, working hard to achieve your goal, and watching your business grow and prosper is priceless. Unfortunately after a nasty car wreck, subsequent surgery and months of precipitation medication 1 started looking for a better solution to pain management.After meeting Monica and discovering CBD oils, I became passionate about medical cannabis and its potential. Hence my new venture in Palm Royale. PALM ROYALE 1 C O L L E C T I V E Don Zornes - Marketing/Merchandise/Sales Manager i wanted to take the opportunity to tell you about myself. In 19911 went into the contracting business. I successfully built that company up and sold it in 1997 before entering into the tree fruit industry. In 2006, my wife Kathleen and I purchased a commercial property and built a successful salon/spa business, r which we sold in 2012. Kathleen and I have been living in La Quinta since r October of 2015 and we're thrilled to call the Coachella Valley home. We are 4, excited to enter into our next venture in the cannabis industry. V, L } 1 currently work in the Washington and California State tree fruit industry, primarily with apples, pears, cherries, apricots and peaches. For the last 21 �k years, I have worked in sales and marketing for the tree fruits listed above. I'm presently the marketing director for Smitten brand apples out of New Zealand, which are grown and marketed in North America. I have extensive working relationships with numerous national and multinational retail supermarket chains such as Wal-Mart, Loblaw, Kroger-Wesco, Safeway and Albertson's. My safes and marketing expertise is in vendor relations, category management, food F safety protocols and the emerging block chain technology. ' In 2002, the federal government mandated that the United States tree fruit r r industry enter into two new food safety systems. The orchards were placed into the GAP (good agriculture practice) system, while the fruit packing plants were placed into the SQF (safe quality foods) system. GAP and SQF are the basis for r Field to Fork (Track and Trace) systems. These systems are the foundation that the cannabis industry's (seed to sale) systems will be modeled after. When the r cannabis plant begins it will have an 1D number. This ID number will stay with 4 the plant r k PALM ROYALE C O L L E C T I V E 4 throughout its entire manufacturing process and until it reaches the consumer. In the event there should be a food borne illness in a cannabis edible, a vapor pen malfunction, pesticide in flower, etc., seed to sale will allow for a consumer safety recall. Seed to sale protocols will revolutionize California's emerging medical and recreational cannabis industry. The systems are of the utmost importance as they protect the consumer in the cannabis supply chain. PALM ROYALE C O L L E C T I V E Monica Marie Vega - Staff Manager My name is Monica Vega and I am writing to you from my hometown of Wenatchee, Washington. I wanted the opportunity to tell you a little bit about myself and some of the ventures I have been a part of since the legalization of Cannabis in Washington. In 1902 Wenatchee has been dubbed as the "Apple Capital" of the world because of the thriving agricultural community, today we still hold that title but the agricultural community is not what it once was.As a little girl I remember playing amongst the apples, peaches, and pears while my parents worked the orchards that promised a future for their family, as time has gone on the once flourishing orchards of the Wenatchee Valley have slowly started disappearing. Many of the families I grew up with could no longer afford to compete or they just didn't have the resources to keep going, then came the legalization of cannabis. This was a long awaited opportunity for many individuals as well as myself, I immediately dove into the industry and began operating a collective grow with great success for 6 years and 4 years of operating the dispensary Natural (Health Care). Shortly after the legalization of recreational cannabis in 20121 began helping Evergreen Production obtain the required permits for operations in Washington State. Evergreen Production was then established in 2014 where I have continued to contribute to it becoming a profitable business that employs 20 full time positions and up to 50 employees during the harvest season. Alongside of Evergreen Production I have helped build and consult for many other multi-million dollar facilities as well as helping license NCW, another profitable company. With all these companies that I have taken the time to help build 1 have also been PALM ROYALE C O L L E C T I V E building a future for myself and family. I have 2 amazing daughters at home and a third blessing on the way. I am looking to exploring a new venture in the cannabis industry that will not only be another success but ensure my family's future and I believe that with your help I can build a retail cannabis business that would not only be successful but thriving as well, 1 believe and know that 1 can be a valuable business owner in your community and create a business that in turn would be profitable for your local economy and contribute to the growth of your city. I sincerely appreciate your time and consideration for this process. N%6o- 7I� PALM ROYALE C O L L E C T I V E ti . PALM ROYALE C O L L E C T I V E W. The name and address of the owner and lessor of the real property upon which the commercial cannabis business is to be operated. In the event the applicant Is not the legal owner of the property, the application must be accompanied with a ' notarized acknowledgement from the owner of the property that a commercial cannabis business will be operated on his or her property. r- �k. r� r , r� r 5 �k } 5 'City of Palm Desert Conditional Use Permit application OWNER ANDR O ER'S AUTHORIZED AGENT AFFIQAVIT STATE OF CAUFORNIA } COUNTY OF RIVERSIDE ) CITY OF PALM DESERT } IT(we), Wk-9- C,(4 h being duly swam depose and declare to the best of knowledge Wt the (mylou0 fomgoing Is true and correct under the penalty of perjury: EXECUTED AT; S eaA C } 11 U (CITY) (STATE) DATE: e�ntvWr f (MONTH) (DAY) (YEAR) APPt_ICANT,OWNER AND/OR OWNER'S AUTHORIZED AGENT: L�c�e Cu (print me) —j2�zv� (Signature) — E, Gj� (Mailing Address) RCS l-utcl,,A Ch q 177D (CRY,State and Zip) - �z -3z1-37s7 (Area Code)Telephone L Y CALIFORNIA JURAT r A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document,to which this certificate is attached.and not the truthfulness.accuracy,or validity of that r L document. r 4 r STATE OF CAUFORNIA } w COUNTY OFdWAZA&;Iall�—C- Subscribed and sworn to(or affirmed)before me on this,,_ 146 day of a6 17 Daft Montle rear 4 r by ti r Name Of signers 4 L proved to me on the basis of satisfactory evidence to be the person(s)who appeared before me. r L 4 r j/ a vERGMA rAge?MCOMN33106 0 2134796 5ii;natw : Itottry Public•Cetitamfe R of Notary Public OW lot Angeles Caunty w t! Comm.Echi flee 29.2019 r L. r k. Sea! F Place Notary SealAbove F -OPTIONAL------- Though this section is optional, complfyting this information can deter alteration of the document or fraudulent attachment of this form to an unintended document Description of Attached Document Title or Type of Document; 349 Document Date: r Number of Pages �srl� r Signer(s)Other Than Named Above: 4 I, 4 Y L F C �5 W'' % ;;� PALM ROYALE C O L L E C T I V E D ram, 17. Authorization for the city manager to seek verification of the information Q contained within the application. r-. �t k.-J r-. �5 y1 �t 4✓� r, �.J ki r� r, �f rt r� loor PALM POYALE r- C O L L E C T I V E �3 r ' City Authorization to Verify Information L r~ r tir `T I, Kathleen Lisa Zornes, authorize the city manager to seek verification of the information contained within the application. Sig" —�' Printed: r--�2vna Dated: r 4 r k � Y Witness: Printed: , Dated: 4 F r 4 r w r r 4. r l l r Syr/ PALM ROYALE ' C O L L E C T I V E r- W. A statement In writing by the applicant that he or she certifies under penalty of penury that all the Information contained In the application is true and ' correct. r-4 r� r-* r- r- F r r r t-, l� 40 �`` PALM ROYALS C O L L E C T I V E Verification of Fact Statement I, Kathleen Lisa Zornes, certify that all information contained in this application is ram, ' true and correct to the fullest extent of my knowledge. 4✓ Sign Q41- Printed: LJ 9�a Dated: r r 4. Witness: Printed: ti r Dated: r l r 4 4 r 4 r 4. l k Y 4 ti F PALM ROYALE r � r C O L L E C T I V E r Mr A full and complete copy of the applicant's most current application submitted to and approved by the applicable State licensing authority. n r ti ti r f ti r k 4_ r-, f 4 r 4 �Y r' r r r- �4 4 r- ti r r 4_. r ti r' r r . fi r BCC-UC-W2(Rev.12117) State of Calftmla California Department of Consumer Affain: _dmund G.Brown Jr.,Governor Bureau of Cannabis Control www.bcr.ce.gov TEMPORARY CANNABIS RETAILER LICENSE APPLICATION r APPLICATION FEE WILL NOT BE ASSESSED UNTIL YOU SUBMIT AN ANNUAL ISCENSE APPLICATION SECTION A-APPLICANTIBLISINESS INFORMATION Please provide the below business information for your cannabis ticertse. 1. Tempo ray License Type Designation(Pteese check ONE)- r Adult-Use(A-hoarse) nx toed dnw w4cense) 4 r 2. Temporary Ucensa Type(Fisase check ONE). r Q Retailer-Non-Storefront(Type 9) �x Retailer(Type 10) A retailer-non-storefront must have a licensed premises,but is not open to the public,and conducts seise excktsively by delivery. A retaler may conduct sales in a licensed premises open to the public and may conduct sales by delivery. r.. 3. Business Organizational Structure(Please check ONE): ❑ Sole Proprietorship Q Limited Liability Company General Partnership Corporation(or foreign corporation) LEmfted Partnership Limited Liability Partnership r 4. Name(sole proprietor first and last,all other business types legal business name) Doing Business As(DBA) r Palm Royale Collective,LLC -- ti 5.Business Premises AddressT City Stale Zip Code T r 75-048 Garold Ford Drive Ste 103 Palm Desert f CA 9=11 Matting Address(if diffanmtfrom premises address) City state Dp Coda r S. Business Website Email Address Phone Number 4 www palmoyalecoll"ve corn Woopairnrayalecollective.wm 1 (5091683-= r 7. Sodal Security Number(SSN)or Individual Taxpayer Identification Number(MN);or Buslness"s Federef Employer ider0cadon Number(FEIN) ` 82-3604614 SECTION 13-PRIMARY CONTACT PERSON r- a. Name TWOone amber Emd Address (509)663-3MM Kathlean®palmroyale_colleciive.com Katt)leen Lisa Zomas CEOlManaaer _ - _ �._ SECTION C-LIST OF OWNERS An owner Is dellned'as a person with an aggregate ownership interest of2O%or more,chief— uexecAve olticer,member of the board of dir=ctora of a nonprofit,or an individual participating in the direction,control,or management of the epplicanL AN business owners must be listed,including yourself.Attach additional pages if needed.Nate:the applicant owner who to completing this application is required to provide Me or her date of birth and SSN. 9- Name of cant Owner Emefi Phone Number Ownership%TWO r Kathleen Lice Zomes Kelhken�pafmroydeeaYeetive ea�n (509)653-3822 25% 1 CEO 4 Mailing Address City -State Zip Code ' Le Quints ± CA 92253 638M Avenida Rwr*e2 Date of Birth SSN r L 09=19132 636.64-49M r owner Name Email I Phone Number — Ownership%:Titia — Manion Marie Vega monicaepal nro acofiective corn MOM§83-4979 50% 1 Massager Mailing Address City State Zip Coda 538BOAvenida Ramirez La QLunt' CA 92253 SECTION D-RE6IWREO A7TACHMENTSIDOCURNTS Listed below Is all required documents that mustbe attached to and submilladWth your application.To till out the premises diagram,please visit the Burea0;forms site at `- httpJlwwwJ=.caflovlckw/forms.htmi. r 4 Premises Diagram x❑ Documentation of Local Authorization' 0 Evidence of Legal Right to Occupy the Proposed Lmmflon l *Nate:the premises address must be identified on the documentation of local authorization. L AFFIRMATION AND CONSENT � Linder penalty of per)ury,I hereby declare that the information contained v ttin and submitted vdttt the applioaton is complete,tree, and accurate.I understand that a misrepresentation of fact Is cause for rejsctian of this application,denial of a license,or revocation of a license issued. Nam —_.__Ipgm SignedT_.�.. 12110117 Office Only r CLEaR Application Re d er See Oisciesurea on the Next Page r BCC UC-W2(Rev.12117) Page 1 of 2 PALM ROYALE Q C Q L L E C T I V E Q Operational Requirements Palm Royale Collective will adhere to the following operational requirements: 1. Commercial cannabis businesses shall maintain compliance with the security plan, business plan, community relations plan, neighborhood responsibility Q plan, odor control plan, and insurance requirements submitted with their application, unless modifications are accepted in wrung by the city manager. Q 2. Commercial cultivation, possession, manufacture, processing, storing, �i laboratory testing and research, packaging, and labeling, shall be conducted only O within a fully enclosed and secured structure that Is not accessible to minors. Q 3. Commercial cannabis businesses shall not create nuisances such a dust, glare, heat, noise, smoke, odor, and shall not be used to store hazardous 1 materials, products, or wastes. r� 4. Commercial cannabis businesses shall utilize product and inventory tracking software and accounting software that is in-line with reasonable business practices within the industry. 5. As part of the security plan, permittees shall: a. Install and maintain security cameras that shall cover, but not be limited to covering sale, cultivation, manufacturing, processing, transportation, distribution areas, all doors and windows, and any other areas as reasonably determined by the r Planning Commission. w b. Operate cameras 24 hours per day, seven days per week. C. Maintain at least 120 concurrent hours of digitally recorded documentation. r d. Cure any disruption in security camera images expeditiously and in good faith. e. Install alarm systems that are operated and monitored by an r independent third party security company. f. Shall lock all storage areas and give access to such storage areas only to permittee and permittee's staff. No cannabis products shall be accessible to the general public. F r 4 r r 0 o �wr PALM ROYALE C O L L E C T I V E 6. Commercial cannabis businesses snail not advertise or promote cannabis or cannabis products that encourage use by persons under the age of 21, or promote cannabis and cannabis products within 1,000 feet of a school, daycare, park, } or youth center. Interested Parties . a. Kathleen Lisa Zomes - CEO -25% Stakeholder Managing Member 1 - LLC Organization Structure - Address: 53860 Avenida Ramirez La Quinta, California rt 92253--Expected Financial Contribution-$100,000 4 r b. Don Zomes -Marketing/Merchandise/Sales Manager-25% Stakeholder Member 1 - LLC Organization Structure - Address: 53860 Avenida Ramirez La Quinta, r California 92253—Expected Financial Contribution -$100,000 C. Monica Marie Vega—Staff Manager—50% Stakeholder Managing Member 2 -LLC Organization Structure - Address: 53860 Avenida Ramirez La Quinta, California 92253—Expected Financial Contribution -$150,000 r r 4 Emergency Contact Manager r Kathleen Lisa Zomes- Primary (509) 663-3622 r Secondary(509)264-9009 L r Community Relations Manager Kathleen Lisa Zomes- (509)663-36221 Monica Marie Vega (206)883-4979 r r Palm Royale Collective shall also provide the above information to its business neighbors located within one hundred (100) feet of the commercial cannabis business as measured in a straight line without regard to intervening structures, between the front doors of each establishment. Display of Regulatory Permit Palm Royale Collective will display its current valid permit Issued in accordance with this chapter inside the lobby or waiting area of the main entrance to the premises. The permit 4 shall be displayed at all times in a conspicuous place so that It may be readily seen by all L persons entering the premises. This will be accompanied by our valid resellers permit. r k 4 { r N0 �w`li� PALM ROYALE C O L L E C T I V E Palm Royale Collective will be subject at all time(s)to the following Inspections and Enforcement 1. Recordings made by security cameras at any commercial cannabis business shall be made immediately available to the city manager upon verbal request; no search warrant or subpoena shall be needed to view the recorded materials. 2. The city manager shall have the right to enter all commercial cannabis businesses from time to time unannounced for the purpose of making reasonable inspections to observe and enforce compliance with this chapter. 3. Operation of the commercial cannabis business in non-compliance with any conditions of approval or the provisions of this chapter shall constitute a violation of the municipal code and shall be enforced pursuant to the provisions of this code. 4. The city manager may summarily suspend or revoke a cannabis regulatory permit if any of the following, singularly or in combination, occur, a. The city manager or designee determines that the commercial cannabis business has failed to comply with this chapter or any condition of approval or a - circumstance or situation has been created that would have permitted the city i manager or designee to deny the permit b. Operations cease for more than sixty (60) calendar days, including during change of ownership proceedings, unless otherwise authorized by the city manager, C. Ownership is changed without securing a regulatory permit; or d. The commercial cannabis business fails to allow inspection of the records, security recordings, the activity logs, or the premises by authorized city officials. Compliance with State Law Palm Royale Collective shall comply fully with all of the applicable restrictions and mandates set forth in state law, Including without limitation the Compassionate Use Act of 1996 ("CUA"), the Medical Marijuana Program Act ("MMP"), and the Medicinal and Adult Use Cannabis Regulation and Safety Act("MAUCRSA"). Palm Royale Collective will also adhere to any new regulations to be determined by the Burau of Cannabis Control. Palm Royale Collective was established in 2017 with the mission to be the premier retail cannabis facility in Palm Desert. Our goal is to make our establishment the best in the business while creating local jobs and giving back to our community. Palm r Royale Collective is an equal opportunity/at-will employer w r t- Palm Royale Collective = Policies and Procedures 4 r Employee n t As an employee of Palm Royale Collective you are expected to adhere to the mandated specified rules, failure to do so will result in disciplinary action and or termination. Our goal is to create a safe, professional and fun work environment for everyone., Attendance- It is required that employees are on time and give 3 hour notice to unexpected absences and 2 weeks notice for requested leavelpersonal appointments. • Appearance-We ask that our employees exhibit clean hygiene habits E nd come to work in clean clothing daily. • Accountability-This is a 21+ establishment, employees are asked to respect everyone and the business. Employees are asked to respect management, when asked to do something please do it (No talking bacl to management negatively). Safety and Epuil2ment It is required that employees comply with safety and equipment procedures sel forth by Evergreen Production, failure to comply will result in disciplinary action and of termination of employment. • Entering/Exiting- Every employee is responsible for closing the door when entering and exiting the building. It is a safety hazard for everyone in the building for the door to remain open. When using the restroom take only the necessary time. • Security-No employee is to open the door for any unauthorized person 5 until a superior or established employee is notified.-LET THEM WAITI_ r- . • Equipment-Only authorized employees are to handle equipment designated for the retailing of cannabis products. s Controlled Access Areas- No unauthorized persons should go into quarantine. Alarms-If an alarm or camera goes off notify a manager immediately. r~ Theft . Palm Royale Collective is under 24 hour surveillance, anyone determined to be taking ANY product (including waste) off premises without permission will be immediately terminated. Logging incorrect clock in/clock out is also considered theft and will result in immediate termination. r� Alcohol and�Subs#an= Abbe 4 Palm Royale Collective does not condone the use of illegal or legal substances m premises. Employees suspected of using illegal/legal substances will face disciplinary 4 r action and or termination. DisciQiina-r-y-Action/Termination Palm Royale Collective takes offenses against company policy and procedure vi:ry seriously, violation of company policy will result in the following disciplinary action and or termination. California is an at-will state. r e 3 write-ups in 2 months will result in termination. • 2 write-ups for the same offense in 'I month will result in termination. r a If an employee continues to violate policy outside the specified write-up offensf s. additional disciplinary action may be taken and or termination. • A serious offense will result in immediate termination of employment. r r F 4 4- Especially Prepared For; 0 PALM ROYALE LLC Allstate. 75048 GERALD FORD DR STE 203 Business Insurance PALM DESERT CA 92211-2080 Summary of Coverages, limits, and Premium Coverage Limits Premium Business Liability Protection $1,000,000 $317.00 Single Limit/Aggregate Limit $2,000,000 Business Personal Property $ 100,000 $856.00 Medical Payments $10,DOD included OptionalOther Retail Shield Enhancement Included 1 $115.00 Utility Service Off Premises $10,000 Direct Damage Included Computer Fraud&Transfer $5,000 Included Water Back-Up and Sump $1,000 Included Overflow Money and Securities $15,000 Inside the premises Included $5,000 Outside the premises Employee Dishonesty $10,000 included (Employee Thefts Lock&Key Replacement $1,000 Included Money Orders&Counterfeit $1,000 Included Currency Salespersons Samples $1,000 Included Theft/Arson Reward $10,000 Included Total Estimated $1,382.00 Annual Premium o 0 0 0 Discounts Applied ❑ Billing Tier Discount ❑ Multi-policy Discount Insurance Quote Information: f This quote is based on the coverage levels and deductibles you selected.Coverages are subject to the policy terms,conditions, and exclusions detailed in the Insurance contract issued at purchase. Quotations on insurance are provided as estimates an are not an insurance contract. Your actual premium may be higher or lower based on the coverages,limits,and deductibles you select. This is not a binder and no coverage is afforded with this quote. 0 r� 4J 0 0 f� 0 . y rk k� F . Y �I {'1 M-- r-, kv Especially Prepared For: PALM ROYALE LLC Allstate. 75048 GERALD FORD DR STE 203 Business Insurance PALM DESERT CA 92211-2080 Summary of Covera es Limits and Premium Coverage Limits Premium Business Liability Protection $1,0D0,000 $317.00 Single Limit/Aggregate Limit $2,000,OD0 Business Personal Property $100,000 $856.00 Medical Payments $10,000 Included Other Optional Coverages Retail Shield Enhancement Included $115.00 Utility Service Off Premises $10,000 Direct Damage Included Computer Fraud&Transfer $5,000 Included Water Back-Up and Sump Overflow $Z,� included $15,OD0 Inside the premises Money and Securities $5,000 outside the premises Included Employee Dishonesty $10,000 Included (Employee Theft) Lock& Key Replacement $1,0D0 Included Money Orders&Counterfeit $1,000 Included Currency Salespersons Samples $1,OD0 Included Theft/Arson Reward $10,OD0 Included Total Estimated $1,382.00 Annual Premium ' Discounts Applied ❑ Billing Tier Discount ❑ Multi-policy Discount insurance Quote information: This quote Is based on the coverage levels and deductibles you selected.[overages are subject to the policy terms,conditions, and exclusions detailed In the Insurance contract issued at purchase. Quotations on insurance are provided as estimates and are not an Insurance contract. Your actual premium may be higher or lower based on the coverages,limits,and deductibles you select.This is not a binder and no coverage is afforded with this quote, r� r-� r-� r� r--ti �.J s r FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF PALM SPRINGS PO Box 2743 w Palm Springs, CA 92263-2743 Attn: City Clerk rt r ` Filing Fee Exempt Per Government Code 6103 (For Recorder's Use Only) r 4 w k r ' DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS TO INSTALL STREET IMPROVEMENTS UPON NOTICE (SINGLE FAMILY RESIDENCE) r r THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS TO INSTALL STREET IMPROVEMENTS UPON NOTICE ("Declaration") is entered into this day of , 2018, by and between Thomas J & Arthea Herman f Trust ("Declarants"), whose address is 441 Stanley Drive, Santa Barbara, CA 93105- 3725 and the CITY OF PALM SPRINGS, a municipal corporation ("City"), whose address is PO Box 2743, 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92263, Attn: r- City Clerk. RECITALS: A. Declarants are the owners of that certain real property located in the City of Palm Springs, County of Riverside, State of California, commonly known as 111 S Via Las Palmas, Palm Springs, California 92262, more particularly described on Exhibit "A" attached hereto and incorporated herein by reference (APN 505-221-005) ("Property").The City has fee or easement interests in various streets, sidewalks and other property within the City and is responsible for the planning and development of land within the City in such a manner as to provide for the health, safety and welfare of the residents of the City. That portion of the City's interest in real property most directly k affected by this Agreement is S Via Las Palmas ("Public Parcel"). r B. Declarants desire to obtain building permit(s) and other City approvals to r' construct a single family residence upon the Property ("City Approval"). Section 93.09.00 E of the City Zoning Ordinance requires as a condition precedent to the approval of the City Approval, that Declarants construct certain street, traffic signal or 1 r r r r 4 other improvements on the Property or the Public Parcel, which street improvements are Q more particularly described on Exhibit "B" attached hereto and incorporated herein by Q reference ("Improvements"). Declarants desire to defer the construction of the Q Improvements and, pursuant to Section 93.09.00 E of the City Zoning Ordinance, the Director, Department of Public Works/City Engineer has determined that the '. construction of the Improvements can be deferred on the terms more particularly set Q forth herein. NOW THEREFORE, the Declarants declare, covenant and agree, by and for 0 themselves, their heirs, executors and assigns, and all persons claiming under or Q through it that the Property shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied subject to the covenants and restrictions hereinafter set forth, which covenants are established expressly and exclusively for the use and benefit of the City and the Public Parcel. 1.0 Covenants, Conditions and Restrictions. 1.1 Construction of Improvements. At any time after this Declaration is executed by Declarants and if one of the following conditions has occurred: (i) over 50 percent of the lineal right-of-way on that side of the street and in that block (herein referred to as the "50 % Qualifier Standard") has been constructed to the ultimate location, or (ii) the City has obtained covenants from the property owners meeting the 50 % Qualifier Standard, or, (iii) the City is prepared to proceed with a public improvement r project which will cause construction of the improvements meeting the 50 % Qualifier 4 Standard, then City shall notify Declarants in writing that Declarants must commence _ construction of the Improvements ("Notice"). Within ninety (90) days from the date of the Notice, Declarants shall, at its sole cost and expense, (i) apply for and receive approval of all necessary permits and approvals required by the City to construct the Improvements and (ii) commence construction of the Improvements. The construction of the Improvements shall be in accordance with all laws, ordinances and regulations of the City and any other governmental entity with jurisdiction in effect at the time construction is commenced. Declarants shall complete the construction of the Improvements no later than one hundred twenty (120) days of the date of the Notice. 1.2 Dedication of Improvements. Upon the completion of the construction of the Improvements and final inspection by the City, Declarants shall irrevocably offer to dedicate the Improvements to the City. 4 f 1.3 Maintenance of Improvements. Until the dedication of the Improvements is accepted by the City, Declarants shall maintain and repair or cause to be maintained and repaired the Improvements in a first class condition and repair, free 4 of rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local r 2 Y k 4 L l bodies and agencies having jurisdiction, at Declarants' sole cost and expense. a 1.4 Right of City to Construct Improvements. The City may, at its sole discretion, elect to construct the Improvements, either alone or as part of a larger project, through the establishment of an improvement district, assessment district, benefit area, or any other lawful plan or procedure for the construction and financing of r public improvements ("District"). If the City elects to establish a District, Declarants r hereby agree to join the District and pay its proportionate share of the cost of i constructing the Improvements. Further, Declarants hereby waive their rights to protest the formation of the District or the imposition of an assessment under the Special Assessment Investigation, Limitation and Majority Protest Act of 1931, California Streets r and Highways Code Sections 2800 et seg. or any other procedure for the establishment of a District and/or the implementation of an assessment. 2.0 Enforcement. r 2.1 Rights of City. In the event of any violation or threatened violation of any of the provisions of this Agreement, then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions hereof, the City shall have the right (i) to enforce the provisions hereof as a party hereto and as an owner of the Public Parcel, (ii) to withhold or revoke, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the Property or any part thereof or interests therein as to the violating person or one threatening violation and (iii) to obtain from a court of competent jurisdiction an injunction against such violation or threatened violation. 2.2 Failure to Perform: Lien. If any owner of the Property defaults on the performance of any of their obligations hereunder, the City, its employees, contractors and agents may, at their sole option, and after making reasonable demand of the owners of the Property that it cure said default, cure the default. In making a cure, r the City shall give the owners of the Property or their representative, reasonable notice of the time and manner of said action and said action shall only be at such times and in such manners as reasonably necessary to carry out this Agreement. In such event, the owners of the Property shall reimburse the City for all costs and expenses related to the r curing of said default plus interest at a rate of ten percent (10%) per annum commencing on the date that is thirty (30) days after the date notice thereof is given and ending on the date said sum is fully repaid. Any and all delinquent amounts, together with said interest, costs and reasonable attorneys fees shall be a personal obligation of the owners of the Property as well as a lien and charge, with power of sale, upon the r Property. The City may bring an action at law against the owners of the Property to pay any such sums. The lien provided for in this Section may be recorded by the City as a Notice of Lien against the Property in the Office of the Riverside County Recorder, . 3 k Y r 4 w 4 signed and acknowledged, which Notice of Lien shall contain a statement of the unpaid ti amount of costs and expenses. Such lien may be enforced and foreclosed in a suit or action brought in any court of competent jurisdiction or in accordance with the provisions of Section 2924 of the California Civil Code applicable to the exercise of powers of sale for mortgages and deeds of trust, or in any other manner permitted by California law. Upon the timely curing of any default for which such lien was recorded, the City shall record an appropriate release of such lien, upon payment by the owner of the Property of a reasonable fee to cover the costs of preparing and recording such release, together with the payment of such other costs, including, without limitation, reasonable attorneys fees, court costs, interest or other fees which have been incurred. 3.0 Covenants to Run With the Land. 3.1 Covenants Running With the Land. This Declaration is designed to create equitable servitudes and covenants appurtenant to the Public Parcel and running with the Property. Declarants hereby declare that all of the Property shall be held, sold, conveyed, encumbered, hypothecated, leased, used, occupied and improved subject to the covenants, conditions, restrictions and equitable servitudes, all of which are for the purposes of uniformly enhancing or protecting the value, attractiveness and desirability of the Property and the Public Parcel. The covenants, conditions, r restrictions, reservations, equitable servitudes, liens and charges set forth herein shall run with the Property and shall be binding upon all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns; shall inure to the benefit of every portion of the Public Parcel and any interest therein; shall inure to the benefit of the City and its successors and assigns and successors in interest; shall be binding upon the Declarants, their successors and assigns and successors in interest; and may be enforced by the City. 3.2 Agreement Among Declarants, and City. In exchange for granting of the City Approval by the City, the Declarants hereby agree to hold, sell and convey the Property subject to the covenants, conditions, restrictions and reservations of this Declaration. Declarants also grant to the City the right and power to enforce the covenants, conditions, restrictions and reservations contained in this Declaration against the Declarants and all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns. 4.0 Miscellaneous. 4.1 Term. The covenants, conditions and restrictions contained in this Declaration shall remain in effect until the Improvements are constructed and accepted by the City. 4.2 Modification. This Declaration may not be modified, terminated or 4 rescinded, in whole or in part, except by a written instrument duly executed and acknowledged by the parties hereto, their successors or assigns and duly recorded in the Office of the County Recorder, County of Riverside. r- 4.3 Governing Law. This Declaration shall be governed by and construed in accordance with the laws of the State of California. 4.4 Severability. The invalidity or inability to enforce any provision of this Declaration with respect to a particular party or set of circumstances shall not in any way affect the validity and enforceability of any other provision hereof, or the same provision when implied to another party or to a different set of circumstances. 4.5 Notices. Any notice to be given under this Declaration shall be given by personal delivery or by depositing the same in the United States Mail, certified or registered, postage prepaid, to the address set forth on the first page of this Declaration. Any notice delivered personally shall be effective upon delivery. Any notice given by mail as above provided shall be effective forty-eight (48) hours after deposit in the mails. Any party may change address for notice by giving written notice of such change to the other party. 4.6 Attorneys' Fees. In any action between the parties seeking enforcement of any of the terms and provisions of this Declaration, the prevailing party in such action shall be awarded, in addition to any damages, injunctive or other relief, its reasonable costs and expenses, including attorney's fees. 4.7 Counterparts. This Declaration may be executed in any number of counterparts each of which shall be an original but all of which shall constitute one and the same document. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. By: Thomas J Herman —Agent for Las Palmas Investments, LLC "Declarant" (DECLARANTS' SIGNATURES MUST BE NOTARIZED) _ ATTEST: CITY OF PALM SPRINGS, a municipal corporation By: By: Anthony J. Mejia, MMC David H. Ready City Clerk City Manager "Cityll APPROVED AS TO FORM: RECOMMENDED BY: `�77 By: By: Edward Z. Kotkin Thomas Garcia City Attorney City Engineer APPROVED AS TO OWNERSHIP & LEGAL DESCRIPTION: By: Rick Minjares Engineering Associate NOTARY FORMS ON NEXT PAGE 6 w r r� t r �5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 k k A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the 4 truthfulness, accuracy, or validity of that document. State of California ) )ss. County of Riverside ) r On before me, , Date I Name and Title of Officer r personally appeared 4 Name(s)of Signer(s) r r who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in w his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. r I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. F WITNESS my hand and official seal 4 4 r Signature of Notary Public 4 7 l f A 4 r-- EXHIBIT "A" Q LEGAL DESCRIPTION OF PROPERTY f n LOT 5 BLOCK "E" OF LAS PALMAS ESTATES, AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE(S) 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY CALIFORNIA. r r r 4 EXHIBIT "B" DESCRIPTION OF DEFERRED ITEMS J ENG 1. The Engineering Services Department recommends deferral of off-site improvement items (identified as "Deferred') at this time due to lack of full improvements in the immediate area. The owner shall execute a street improvement covenant agreeing to construct all required street - improvements upon the request of the City of Palm Springs City Engineer at such time as deemed necessary. The covenant shall be executed and notarized by the property owner(s) prior to approval of the Grading Plan or issuance of grading or building permits. A current title report; or a copy of a current tax bill and a copy of a vesting grant deed shall be provided to verify r current property ownership. A covenant preparation fee in effect at the time 4 that the covenant is submitted shall be naid by the applicant prior to issuance of any grading or building permits. S VIA LAS PALMAS ENG 2. Construct a 5 feet wide sidewalk behind the curb along the entire frontage in accordance with City of Palm Springs Standard Drawing No. 210. r "Deferred' ENG 3. Construct driveway approach to accommodate bay parking stalls along the Via Las Palmas frontage in accordance with City of Palm Springs Standard Drawing No. 201. Bay parking stalls shall be located completely on-site, behind sidewalk, and not within public right-of-way. "Deferred' r r 4 t .+ 9 t M .; 0 0 FREE RECORDING REQUESTED BY O AND WHEN RECORDED MAIL TO: 0 CITY OF PALM SPRINGS 0 PO Box 2743 , Palm Springs, CA 92263-2743 O Attn: City Clerk C. 0 Filing Fee Exempt Per Government Code 6103 (For Recorder's Use Only) DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS TO INSTALL STREET IMPROVEMENTS UPON NOTICE (SINGLE FAMILY RESIDENCE) OF THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS TO INSTALL STREET IMPROVEMENTS UPON NOTICE ("Declaration") is entered into this day of , 2018, by and between Thomas J & Arthea Herman Trust ("Declarants"), whose address is 441 Stanley Drive, Santa Barbara, CA 93105- 3725 and the CITY OF PALM SPRINGS, a municipal corporation ("City"), whose address is PO Box 2743, 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92263, Attn: City Clerk. 4 RECITALS: 4 4 A. Declarants are the owners of that certain real property located in the City w of Palm Springs, County of Riverside, State of California, commonly known as 111 S Via r Las Palmas, Palm Springs, California 92262, more particularly described on Exhibit "A" attached hereto and incorporated herein by reference (APN 505-221-005) ("Property").The City has fee or easement interests in various streets, sidewalks and other property within the City and is responsible for the planning and development of land within the City in such a manner as to provide for the health, safety and welfare of the residents of the City. That portion of the City's interest in real property most directly affected by this Agreement is S Via Las Palmas ("Public Parcel"). B. Declarants desire to obtain building permit(s) and other City approvals to construct a single family residence upon the Property ("City Approval"). Section 93.09.00 E of the City Zoning Ordinance requires as a condition precedent to the approval of the City Approval, that Declarants construct certain street, traffic signal or 4 . l L L. L other improvements on the Property or the Public Parcel, which street improvements are more particularly described on Exhibit "B" attached hereto and incorporated herein by n reference ("Improvements"). Declarants desire to defer the construction of the Improvements and, pursuant to Section 93.09.00 E of the City Zoning Ordinance, the Director, Department of Public Works/City Engineer has determined that the construction of the Improvements can be deferred on the terms more particularly set �* forth herein. NOW THEREFORE, the Declarants declare, covenant and agree, by and for themselves, their heirs, executors and assigns, and all persons claiming under or through it that the Property shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied subject to the covenants and restrictions hereinafter set forth, which covenants are established expressly and exclusively for the use and benefit of the City and the Public Parcel. 1.0 Covenants, Conditions and Restrictions. 1.1 Construction of Improvements. At any time after this Declaration is executed by Declarants and if one of the following conditions has occurred: (i) over 50 r percent of the lineal right-of-way on that side of the street and in that block (herein referred to as the "50 % Qualifier Standard") has been constructed to the ultimate r location, or (ii) the City has obtained covenants from the property owners meeting the 50 % Qualifier Standard, or, (iii) the City is prepared to proceed with a public improvement 4 project which will cause construction of the improvements meeting the 50 % Qualifier Standard, then City shall notify Declarants in writing that Declarants must commence ' construction of the Improvements ("Notice"). Within ninety (90) days from the date of the Notice, Declarants shall, at its sole cost and expense, (i) apply for and receive approval of all necessary permits and approvals required by the City to construct the Improvements and (ii) commence construction of the Improvements. The construction ' of the Improvements shall be in accordance with all laws, ordinances and regulations of the City and any other governmental entity with jurisdiction in effect at the time construction is commenced. Declarants shall complete the construction of the r Improvements no later than one hundred twenty (120) days of the date of the Notice. 1.2 Dedication of Improvements. Upon the completion of the 4 r construction of the Improvements and final inspection by the City, Declarants shall irrevocably offer to dedicate the Improvements to the City. . 1.3 Maintenance of Improvements. Until the dedication of the Improvements is accepted by the City, Declarants shall maintain and repair or cause to ` be maintained and repaired the Improvements in a first class condition and repair, free �. of rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local .. 2 w• r bodies and agencies having jurisdiction, at Declarants' sole cost and expense. 1.4 Right of City to Construct Improvements. The City may, at its sole discretion, elect to construct the Improvements, either alone or as part of a larger project, through the establishment of an improvement district, assessment district, benefit area, or any other lawful plan or procedure for the construction and financing of public improvements ("District"). If the City elects to establish a District, Declarants hereby agree to join the District and pay its proportionate share of the cost of constructing the Improvements. Further, Declarants hereby waive their rights to protest the formation of the District or the imposition of an assessment under the Special Assessment Investigation, Limitation and Majority Protest Act of 1931, California Streets and Highways Code Sections 2800 et seg. or any other procedure for the establishment of a District and/or the implementation of an assessment. 2.0 Enforcement. 2.1 Rights of City. In the event of any violation or threatened violation t of any of the provisions of this Agreement, then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions hereof, the City shall have the right (i) to enforce the provisions hereof as a party hereto and as an owner of the Public Parcel, (ii) to withhold or revoke, after giving written notice of said violation, ti any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the Property or any part thereof or interests therein as to the violating person or one threatening violation and (iii) to obtain from a court of competent jurisdiction an injunction against such violation or threatened violation. 2.2 Failure to Perform: Lien. If any owner of the Property defaults on the performance of any of their obligations hereunder, the City, its employees, ti contractors and agents may, at their sole option, and after making reasonable demand of the owners of the Property that it cure said default, cure the default. In making a cure, the City shall give the owners of the Property or their representative, reasonable notice of the time and manner of said action and said action shall only be at such times and in such manners as reasonably necessary to cant' out this Agreement. In such event, the owners of the Property shall reimburse the City for all costs and expenses related to the curing of said default plus interest at a rate of ten percent (10%) per annum commencing on the date that is thirty (30) days after the date notice thereof is given and ending on the date said sum is fully repaid. Any and all delinquent amounts, together with said interest, costs and reasonable attorneys fees shall be a personal obligation of the owners of the Property as well as a lien and charge, with power of sale, upon the i Property. The City may bring an action at law against the owners of the Property to pay any such sums. The lien provided for in this Section may be recorded by the City as a Notice of Lien against the Property in the Office of the Riverside County Recorder, 3 k ti r _ signed and acknowledged, which Notice of Lien shall contain a statement of the unpaid amount of costs and expenses. Such lien may be enforced and foreclosed in a suit or action brought in any court of competent jurisdiction or in accordance with the provisions of Section 2924 of the California Civil Code applicable to the exercise of powers of sale for mortgages and deeds of trust, or in any other manner permitted by California law. Upon the timely curing of any default for which such lien was recorded, the City shall record an appropriate release of such lien, upon payment by the owner of the Property of a reasonable fee to cover the costs of preparing and recording such release, together with the payment of such other costs, including, without limitation, reasonable attorneys fees, court costs, interest or other fees which have been incurred. 3.0 Covenants to Run With the Land. 3.1 Covenants Running With the Land. This Declaration is designed { to create equitable servitudes and covenants appurtenant to the Public Parcel and F running with the Property. Declarants hereby declare that all of the Property shall be 4 held, sold, conveyed, encumbered, hypothecated, leased, used, occupied and improved subject to the covenants, conditions, restrictions and equitable servitudes, all of which are for the purposes of uniformly enhancing or protecting the value, attractiveness and desirability of the Property and the Public Parcel. The covenants, conditions, f restrictions, reservations, equitable servitudes, liens and charges set forth herein shall run with the Property and shall be binding upon all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns; shall inure to the benefit of every portion of the Public Parcel and any interest therein; shall inure to the benefit of the City and its successors and assigns and successors in interest; shall be binding upon the Declarants, their successors and assigns and successors in interest; and may be enforced by the City. r 3.2 Agreement Among Declarants, and City. In exchange for ti granting of the City Approval by the City, the Declarants hereby agree to hold, sell and convey the Property subject to the covenants, conditions, restrictions and reservations of . this Declaration. Declarants also grant to the City the right and power to enforce the covenants, conditions, restrictions and reservations contained in this Declaration against the Declarants and all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns. x 4.0 Miscellaneous. 4.1 Term. The covenants, conditions and restrictions contained in this Declaration shall remain in effect until the Improvements are constructed and accepted by the City. 4.2 Modification. This Declaration may not be modified, terminated or 4 r r� rescinded, in whole or in part, except by a written instrument duly executed and acknowledged by the parties hereto, their successors or assigns and duly recorded in r the Office of the County Recorder, County of Riverside. 4.3 Governing Law. This Declaration shall be governed by and construed in accordance with the laws of the State of California. 4.4 Severability. The invalidity or inability to enforce any provision of this Declaration with respect to a particular party or set of circumstances shall not in any way affect the validity and enforceability of any other provision hereof, or the same provision when implied to another party or to a different set of circumstances. r• ' 4.5 Notices. Any notice to be given under this Declaration shall be given by personal delivery or by depositing the same in the United States Mail, certified or registered, postage prepaid, to the address set forth on the first page of this 4 Declaration. Any notice delivered personally shall be effective upon delivery. Any notice given by mail as above provided shall be effective forty-eight (48) hours after deposit in the mails. Any party may change address for notice by giving written notice of such , change to the other party. r-. 4.6 Attorneys' Fees. In any action between the parties seeking enforcement of any of the terms and provisions of this Declaration, the prevailing party in such action shall be awarded, in addition to any damages, injunctive or other relief, its f reasonable costs and expenses, including attorney's fees. k 4.7 Counterparts. This Declaration may be executed in any number of counterparts each of which shall be an original but all of which shall constitute one and . the same document. 4 1 r w u 0 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. 0 J By: Thomas J Herman--Agent for Las Palmas Investments, LLC "Declarant" (DECLARANTS' SIGNATURES MUST BE NOTARIZED) ATTEST: CITY OF PALM SPRINGS, a municipal corporation ti { By: By: Anthony J. Mejia, MMC David H. Ready City Clerk City Manager -city- r APPROVED AS TO FORM: RECOMMENDED BY: By: By: Edward Z. Kotkin Thomas Garcia City Attorney City Engineer APPROVED AS TO OWNERSHIP & LEGAL DESCRIPTION: By: Rick Minjares Engineering Associate NOTARY FORMS ON NEXT PAGE 4 f 6 t ti 0 0 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 O A no public or other officer completing this certificate verifies only the identity of the �'P p g Y tY individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) )ss. County of Riverside ) r r On before me, , Date Name and Title of Officer r personally appeared Name(s)of Signer(s) r w who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in k his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. r I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. r r r WITNESS my hand and official seal r r k Signature of Notary Public r k 4 r k ti r `} l F 4 f EXHIBIT SW LEGAL DESCRIPTION OF PROPERTY LOT 5 BLOCK "E" OF LAS PALMAS ESTATES, AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE(S) 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY D CALIFORNIA. ram, r� r u r r v u EXHIBIT "B" O DESCRIPTION OF DEFERRED ITEMS ENG 1. The Engineering Services Department recommends deferral of off-site improvement items (identified as "Deferred') at this time due to lack of full improvements in the immediate area. The owner shall execute a street improvement covenant agreeing to construct all required street improvements upon the request of the City of Palm Springs City Engineer at such time as deemed necessary. The covenant shall be executed and notarized by the property owner(s) prior to approval of the Grading Plan or ' issuance of grading or building permits. A current title report; or a copy of a current tax bill and a copy of a vesting grant deed shall be provided to verify current property ownership. A covenant preparation fee in effect at the time that the_covenant is submitted shall be paid by the applicant prior to issuance of any grading or building permits. w S VIA LAS PALMAS ENG 2. Construct a 5 feet wide sidewalk behind the curb along the entire frontage in accordance with City of Palm Springs Standard Drawing No. 210. r "Deferred' r ENG 3. Construct driveway approach to accommodate bay parking stalls along the Via Las Palmas frontage in accordance with City of Palm Springs Standard Drawing No. 201. Bay parking stalls shall be located completely on-site, behind sidewalk, and not within public right-of-way. "Deferred' 4. { k ti L ti k r l Y t 4 FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF PALM SPRINGS PO Box 2743 0 Palm Springs, CA 92263-2743 Attn: City Clerk 0 Filing Fee Exempt Per Government Code 6103 (For Recorder's Use Only) r r DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS TO INSTALL STREET IMPROVEMENTS UPON NOTICE (SINGLE FAMILY RESIDENCE) J THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS TO INSTALL STREET IMPROVEMENTS UPON NOTICE ("Declaration") is entered into this ' day of , 2018, by and between Thomas J & Arthea Herman Trust ("Declarants"), whose address is 441 Stanley Drive, Santa Barbara, CA 93105- 4 3725 and the CITY OF PALM SPRINGS, a municipal corporation ("City"), whose address is PO Box 2743, 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92263, Attn: t City Clerk. 4 w RECITALS: A. Declarants are the owners of that certain real property located in the City of Palm Springs, County of Riverside, State of California, commonly known as 111 S Via r Las Palmas, Palm Springs, California 92262, more particularly described on Exhibit "A" r attached hereto and incorporated herein by reference (APN 505-221-005) i ("Property").The City has fee or easement interests in various streets, sidewalks and other property within the City and is responsible for the planning and development of land within the City in such a manner as to provide for the health, safety and welfare of the residents of the City. That portion of the City's interest in real property most directly ti affected by this Agreement is S Via Las Palmas ("Public Parcel"). ti B. Declarants desire to obtain building permit(s) and other City approvals to construct a single family residence upon the Property ("City Approval"). Section ti 93.09.00 E of the City Zoning Ordinance requires as a condition precedent to the approval of the City Approval, that Declarants construct certain street, traffic signal or 4 L_ 4 t F' 0 0 other improvements on the Property or the Public Parcel, which street improvements are ~: more particularly described on Exhibit "B" attached hereto and incorporated herein by reference ("Improvements"). Declarants desire to defer the construction of the Improvements and, pursuant to Section 93.09.00 E of the City Zoning Ordinance, the Director, Department of Public Works/City Engineer has determined that the construction of the Improvements can be deferred on the terms more particularly set 0 forth herein. 0 NOW THEREFORE, the Declarants declare, covenant and agree, by and for 0 themselves, their heirs, executors and assigns, and all persons claiming under or through it that the Property shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied subject to the covenants and restrictions hereinafter set forth, which covenants are established expressly and exclusively for the use and benefit of the City and the Public Parcel. 1.0 Covenants, Conditions and Restrictions. i L 1.1 Construction of Improvements. At any time after this Declaration is executed by Declarants and if one of the following conditions has occurred: (i) over 50 r percent of the lineal right-of-way on that side of the street and in that block (herein referred to as the "50 % Qualifier Standard") has been constructed to the ultimate location, or (ii) the City has obtained covenants from the property owners meeting the 50 F-- % Qualifier Standard, or, (iii) the City is prepared to proceed with a public improvement F- project which will cause construction of the improvements meeting the 50 % Qualifier 4 Standard, then City shall notify Declarants in writing that Declarants must commence construction of the Improvements ("Notice"). Within ninety (90) days from the date of the Notice, Declarants shall, at its sole cost and expense, (i) apply for and receive approval of all necessary permits and approvals required by the City to construct the Improvements and (ii) commence construction of the Improvements. The construction i. of the Improvements shall be in accordance with all laws, ordinances and regulations of the City and any other governmental entity with jurisdiction in effect at the time construction is commenced. Declarants shall complete the construction of the + Improvements no later than one hundred twenty (120) days of the date of the Notice. 1.2 Dedication of Improvements. Upon the completion of the r construction of the Improvements and final inspection by the City, Declarants shall irrevocably offer to dedicate the Improvements to the City. 1.3 Maintenance of Improvements. Until the dedication of the Improvements is accepted by the City, Declarants shall maintain and repair or cause to be maintained and repaired the Improvements in a first class condition and repair, free 4- of rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local r ti C. - C. bodies and agencies having jurisdiction, at Declarants' sole cost and expense. J 1.4 Right of City to Construct Improvements. The City may, at its sole discretion, elect to construct the Improvements, either alone or as part of a larger project, through the establishment of an improvement district, assessment district, 0 benefit area, or any other lawful plan or procedure for the construction and financing of C) public improvements ("District"). If the City elects to establish a District, Declarants p hereby agree to join the District and pay its proportionate share of the cost of constructing the Improvements. Further, Declarants hereby waive their rights to protest Q the formation of the District or the imposition of an assessment under the Special C Assessment Investigation, Limitation and Majority Protest Act of 1931, California Streets ,-, and Highways Code Sections 2800 et seg. or any other procedure for the establishment f of a District and/or the implementation of an assessment. ram, 2.0 Enforcement. 4 2.1 Rights of City. In the event of any violation or threatened violation of any of the provisions of this Agreement, then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions hereof, the City shall r have the right (i) to enforce the provisions hereof as a party hereto and as an owner of the Public Parcel, (ii) to withhold or revoke, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses } and similar matters or approvals pertaining to the Property or any part thereof or F interests therein as to the violating person or one threatening violation and (iii) to obtain F from a court of competent jurisdiction an injunction against such violation or threatened 4 violation. r 2.2 Failure to Perform: Lien. If any owner of the Property defaults on the performance of any of their obligations hereunder, time City, its employees, contractors and agents may, at their sole option, and after making reasonable demand of the owners of the Property that it cure said default, cure the default. In making a cure, the City shall give the owners of the Property or their representative, reasonable notice of the time and manner of said action and said action shall only be at such times and in such manners as reasonably necessary to cant' out this Agreement. In such event, the ti owners of the Property shall reimburse time City for all costs and expenses related to the curing of said default plus interest at a rate of ten percent (10%) per annum commencing on the date that is thirty (30) days after the date notice thereof is given and ending on the date said sum is fully repaid. Any and all delinquent amounts, together with said interest, costs and reasonable attorneys fees shall be a personal obligation of the owners of the Property as well as a lien and charge, with power of sale, upon the Property. The City may bring an action at law against the owners of the Property to pay 4 any such sums. The lien provided for in this Section may be recorded by the City as a Notice of Lien against the Property in the Office of time Riverside County Recorder, w.. 3 ti a a signed and acknowledged, which Notice of Lien shall contain a statement of the unpaid amount of costs and expenses. Such lien may be enforced and foreclosed in a suit or action brought in any court of competent jurisdiction or in accordance with the provisions of Section 2924 of the California Civil Code applicable to the exercise of powers of sale for mortgages and deeds of trust, or in any other manner permitted by California law. Upon the timely curing of any default for which such lien was recorded, the City shall record an appropriate release of such lien, upon payment by the owner of the Property of a reasonable fee to cover the costs of preparing and recording such release, together with the payment of such other costs, including, without limitation, reasonable attorneys r fees, court costs, interest or other fees which have been incurred. 3.0 Covenants to Run With the Land. 3.1 Covenants Running With the Land. This Declaration is designed to create equitable servitudes and covenants appurtenant to the Public Parcel and F running with the Property. Declarants hereby declare that all of the Property shall be r ' held, sold, conveyed, encumbered, hypothecated, leased, used, occupied and improved subject to the covenants, conditions, restrictions and equitable servitudes, all of which �x are for the purposes of uniformly enhancing or protecting the value, attractiveness and desirability of the Property and the Public Parcel. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth herein shall run with the Property and small be binding upon all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns; r shall inure to the benefit of every portion of the Public Parcel and any interest therein; i shall inure to the benefit of the City and its successors and assigns and successors in interest; shall be binding upon the Declarants, their successors and assigns and successors in interest; and may be enforced by the City. 3.2 Agreement Among Declarants, and City. In exchange for granting of the City Approval by the City, the Declarants hereby agree to hold, sell and convey the Property subject to the covenants, conditions, restrictions and reservations of this Declaration. Declarants also grant to the City the right and power to enforce the covenants, conditions, restrictions and reservations contained in this Declaration against the Declarants and all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns. 4.0 Miscellaneous. r 4.1 Tenn. The covenants, conditions and restrictions contained in this Declaration shall remain in effect until the Improvements are constructed and accepted i by the City. 4.2 Modification. This Declaration may not be modified, terminated or 4 rescinded, in whole or in part, except by a written instrument duly executed and acknowledged by the parties hereto, their successors or assigns and duly recorded in the Office of the County Recorder, County of Riverside. 4.3 Governing Law. This Declaration shall be governed by and construed in accordance with the laws of the State of California. 4.4 Severability. The invalidity or inability to enforce any provision of this Declaration with respect to a particular party or set of circumstances shall not in any way affect the validity and enforceability of any other provision hereof, or the same provision when implied to another party or to a different set of circumstances. 4.5 Notices. Any notice to be given under this Declaration shall be given by personal delivery or by depositing the same in the United States Mail, certified or registered, postage prepaid, to the address set forth on the first page of this { Declaration. Any notice delivered personally shall be effective upon delivery. Any notice given by mail as above provided shall be effective forty-eight (48) hours after deposit in the mails. Any party may change address for notice by giving written notice of such change to the other party. 4.6 Attorneys' Fees. In any action between the parties seeking enforcement of any of the terms and provisions of this Declaration, the prevailing party in such action shall be awarded, in addition to any damages, injunctive or other relief, its reasonable costs and expenses, including attorney's fees. 4.7 Counterparts. This Declaration may be executed in any number of counterparts each of which shall be an original but all of which shall constitute one and the same document. 5 v a a 0 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. r4. By: Thomas J Herman —Agent for Las Palmas Investments, LLC "Declarant" (DECLARANTS' SIGNATURES MUST BE NOTARIZED) r 4 �t r. ATTEST: CITY OF PALM SPRINGS, a municipal corporation By: By: Anthony J. Mejia, MMC David H. Ready City Clerk City Manager r Hitt ll APPROVED AS TO FORM: RECOMMENDED BY: r By: By. Edward Z. Kotkin Thomas Garcia City Attorney City Engineer APPROVED AS TO OWNERSHIP & LEGAL DESCRIPTION: By. Rick Minjares Engineering Associate NOTARY FORMS ON NEXT PAGE ti ti r r k i l CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 4 f A notary public or other officer completing this certificate verifies only the identity of the ` individual who signed the document to which this certificate is attached,and not the truthfulness, accuracy,or validity of that document. State of California ) )ss. County of Riverside ) On before me, , Date Name and Title of Officer personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signature of Notary Public 7 0 0 0 EXHIBIT "A" 0 LEGAL DESCRIPTION OF PROPERTY 0 LOT 5 BLOCK °E" OF L4S PALMAS ESTATES, AS SHOWN BY MAP ON FILE IN Q BOOK 15 PAGE(S) 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY CALIFORNIA. C 4 io- 5 L r r � r w a r r r--• t �i L a.- r i. 5 r 4 EXHIBIT"B" DESCRIPTION OF DEFERRED ITEMS ENG 1. The Engineering Services Department recommends deferral of off-site improvement items (identified as "Deferred') at this time due to lack of full improvements in the immediate area. The owner shall execute a street improvement covenant agreeing to construct all required street improvements upon the request of the City of Palm Springs City Engineer at such time as deemed necessary. The covenant shall be executed and notarized by the property owner(s) prior to approval of the Grading Plan or issuance of grading or building permits. A current title report; or a copy of a current tax bill and a copy of a vesting grant deed shall be provided to verify current property ownership. A covenant preparation fee in effect at the time that the covenant is submitted shall be paid by the applicant prior to 4 issuance of any gradina or building permits. S VIA LAS PALMAS ENG 2. Construct a 5 feet wide sidewalk behind the curb along the entire frontage in accordance with City of Palm Springs Standard Drawing No. 210. "Deferred" ENG 3. Construct driveway approach to accommodate bay parking stalls along the Via Las Palmas frontage in accordance with City of Palm Springs Standard Drawing No. 201. Bay parking stalls shall be located completely on-site, r behind sidewalk, and not within public right-of-way. °Deferred' w t t 4 t L 4 i r f i FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF PALM SPRINGS PO Box 2743 Palm Springs, CA 92263-2743 Attn: City Clerk Filing Fee Exempt Per Government Code 6103 (For Recorder's Use Only) DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS TO INSTALL STREET IMPROVEMENTS UPON NOTICE (SINGLE FAMILY RESIDENCE) THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS TO INSTALL STREET IMPROVEMENTS UPON NOTICE ("Declaration") is entered into this day of , 2018, by and between Thomas J & Arthea Herman Trust ("Declarants"), whose address is 441 Stanley Drive, Santa Barbara, CA 93105- 3725 and the CITY OF PALM SPRINGS, a municipal corporation ("City"), whose address is PO Box 2743, 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92263, Attn: City Clerk. RECITALS: A. Declarants are the owners of that certain real property located in the City of Palm Springs, County of Riverside, State of California, commonly known as 111 S Via Las Palmas, Palm Springs, California 92262, more particularly described on Exhibit "A" attached hereto and incorporated herein by reference (APN 505-221-005) ("Property").The City has fee or easement interests in various streets, sidewalks and other property within the City and is responsible for the planning and development of land within the City in such a manner as to provide for the health, safety and welfare of the residents of the City. That portion of the City's interest in real property most directly affected by this Agreement is S Via Las Palmas ("Public Parcel"). B. Declarants desire to obtain building permit(s) and other City approvals to construct a single family residence upon the Property ("City Approval"). Section 93.09.00 E of the City Zoning Ordinance requires as a condition precedent to the approval of the City Approval, that Declarants construct certain street, traffic signal or I other improvements on the Property or the Public Parcel, which street improvements are more particularly described on Exhibit "B" attached hereto and incorporated herein by reference ("Improvements"). Declarants desire to defer the construction of the Improvements and, pursuant to Section 93.09.00 E of the City Zoning Ordinance, the ' Director, Department of Public Works/City Engineer has determined that the construction of the Improvements can be deferred on the terns more particularly set forth herein. Q NOW THEREFORE, the Declarants declare, covenant and agree, by and for Q themselves, their heirs, executors and assigns, and all persons claiming under or through it that the Property shall be held, transferred, encumbered, used, sold, O conveyed, leased and occupied subject to the covenants and restrictions hereinafter set forth, which covenants are established expressly and exclusively for the use and benefit of the City and the Public Parcel. . i 1.0 Covenants, Conditions and Restrictions. 1.1 Construction of Improvements. At any time after this Declaration is executed by Declarants and if one of the following conditions has occurred: (i) over 50 y percent of the lineal right-of-way on that side of the street and in that block (herein referred to as the "50 % Qualifier Standard") has been constructed to the ultimate location, or(ii) the City has obtained covenants from the property owners meeting the 50 % Qualifier Standard, or, (iii) the City is prepared to proceed with a public improvement f project which will cause construction of the improvements meeting the 50 % Qualifier Standard, then City shall notify Declarants in writing that Declarants must commence construction of the Improvements ("Notice"). Within ninety (90) days from the date of the Notice, Declarants shall, at its sole cost and expense, (i) apply for and receive approval of all necessary permits and approvals required by the City to construct the Improvements and (ii) commence construction of the Improvements. The construction of the Improvements shall be in accordance with all laws, ordinances and regulations of the City and any other governmental entity with jurisdiction in effect at the time construction is commenced. Declarants shall complete the construction of the Improvements no later than one hundred twenty (120) days of the date of the Notice. 1.2 Dedication of Improvements. Upon the completion of the construction of the Improvements and final inspection by the City, Declarants shall irrevocably offer to dedicate the Improvements to the City. 1.3 Maintenance of Improvements. Until the dedication of the k r Improvements is accepted by the City, Declarants shall maintain and repair or cause to be maintained and repaired the Improvements in a first class condition and repair, free of rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local 2 r C. C. bodies and agencies having jurisdiction, at Declarants' sole cost and expense. 1.4 Right of City to Construct Improvements. The City may, at its sole discretion, elect to construct the Improvements, either alone or as part of a larger project, through the establishment of an improvement district, assessment district, 0 benefit area, or any other lawful plan or procedure for the construction and financing of 0 public improvements ("District"). If the City elects to establish a District, Declarants 0 hereby agree to join the District and pay its proportionate share of the cost of constructing the Improvements. Further, Declarants hereby waive their rights to protest d the formation of the District or the imposition of an assessment under the Special 0 Assessment Investigation, Limitation and Majority Protest Act of 1931, California Streets C and Highways Code Sections 2800 et sea. or any other procedure for the establishment of a District and/or the implementation of an assessment. 0 2.0 Enforcement. 2.1 Rights of City. In the event of any violation or threatened violation ' of any of the provisions of this Agreement, then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions hereof, the City shall have the right (i) to enforce the provisions hereof as a party hereto and as an owner of the Public Parcel, (ii) to withhold or revoke, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the Property or any part thereof or interests therein as to the violating person or one threatening violation and (iii) to obtain r from a court of competent jurisdiction an injunction against such violation or threatened violation. 2.2 Failure to Perform: Lien. If any owner of the Property defaults on the performance of any of their obligations hereunder, the City, its employees, contractors and agents may, at their sole option, and after making reasonable demand of the owners of the Property that it cure said default, cure the default. In making a cure, the City shall give the owners of the Property or their representative, reasonable notice of the time and manner of said action and said action shall only be at such times and in such manners as reasonably necessary to carry out this Agreement. In such event, the owners of the Property shall reimburse the City for all costs and expenses related to the curing of said default plus interest at a rate of ten percent (10%) per annum commencing on the date that is thirty (30) days after the date notice thereof is given and ending on the date said sum is fully repaid. Any and all delinquent amounts, together with said t interest, costs and reasonable attorneys fees shall be a personal obligation of the owners of the Property as well as a lien and charge, with power of sale, upon the Property. The City may bring an action at law against the owners of the Property to pay f any such sums. The lien provided for in this Section may be recorded by the City as a Notice of Lien against the Property in the Office of the Riverside County Recorder, 3 signed and acknowledged, which Notice of Lien shall contain a statement of the unpaid amount of costs and expenses. Such lien may be enforced and foreclosed in a suit or . action brought in any court of competent jurisdiction or in accordance with the provisions of Section 2924 of the California Civil Code applicable to the exercise of powers of sale for mortgages and deeds of trust, or in any other manner permitted by California law. Upon the timely curing of any default for which such lien was recorded, the City shall record an appropriate release of such lien, upon payment by the owner of the Property of a reasonable fee to cover the costs of preparing and recording such release, together with the payment of such other costs, including, without limitation, reasonable attorneys ' fees, court costs, interest or other fees which have been incurred. 3.0 Covenants to Run With the Land. 3.1 Covenants Running With the Land. This Declaration is designed to create equitable servitudes and covenants appurtenant to the Public Parcel and running with the Property. Declarants hereby declare that all of the Property shall be held, sold, conveyed, encumbered, hypothecated, leased, used, occupied and improved subject to the covenants, conditions, restrictions and equitable servitudes, all of which 5 are for the purposes of uniformly enhancing or protecting the value, attractiveness and desirability of the Property and the Public Parcel. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth herein shall -' run with the Property and shall be binding upon all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns; shall inure to the benefit of every portion of the Public Parcel and any interest therein; shall inure to the benefit of the City and its successors and assigns and successors in .i interest; shall be binding upon the Declarants, their successors and assigns and successors in interest; and may be enforced by the City. 3.2 Agreement Among Declarants, and City. In exchange for granting of the City Approval by the City, the Declarants hereby agree to hold, sell and convey the Property subject to the covenants, conditions, restrictions and reservations of t this Declaration. Declarants also grant to the City the right and power to enforce the covenants, conditions, restrictions and reservations contained in this Declaration against the Declarants and all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns. ` 4.0 Miscellaneous. 4.1 Term. The covenants, conditions and restrictions contained in this Declaration shall remain in effect until the Improvements are constructed and accepted by the City. 4.2 Modification. This Declaration may not be modified, terminated or 4 4 Y 4. } rescinded, in whole or in part, except by a written instrument duly executed and acknowledged by the parties hereto, their successors or assigns and duly recorded in the Office of the County Recorder, County of Riverside. 4.3 Governing Law. This Declaration shall be govemed by and construed in accordance with the laws of the State of California. r 4.4 Severability. The invalidity or inability to enforce any provision of this Declaration with respect to a particular party or set of circumstances shall not in any way affect the validity and enforceability of any other provision hereof, or the same provision when implied to another party or to a different set of circumstances. r-. 4.5 Notices. Any notice to be given under this Declaration shall be . given by personal delivery or by depositing the same in the United States Mail, certified or registered, postage prepaid, to the address set forth on the first page of this r-, Declaration. Any notice delivered personally shall be effective upon delivery. Any notice r given by mail as above provided shall be effective forty-eight (48) hours after deposit in the mails. Any party may change address for notice by giving written notice of such change to the other party. r 4 4.6 Attorneys' Fees. in any action between the parties seeking r enforcement of any of the terms and provisions of this Declaration, the prevailing party in such action shall be awarded, in addition to any damages, injunctive or other relief, its . reasonable costs and expenses, including attorney's fees. r- ' 4.7 Counterparts. This Declaration may be executed in any number of counterparts each of which shall be an original but all of which shall constitute one and the same document. 5 W r k G J k r ✓r a IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. By: Thomas J Herman —Agent for Las Palmas Investments, LLC r� r- "Declarant" (DECLARANTS' SIGNATURES MUST BE NOTARIZED) r-, ATTEST: CITY OF PALM SPRINGS, k a municipal corporation r By: By: r Anthony J. Mejia, MMC David H. Ready 4 City Clerk City Manager "City" r APPROVED AS TO FORM: RECOMMENDED BY: r By: By. Edward Z. Kotkin Thomas Garcia w City Attorney City Engineer 4 x APPROVED AS TO OWNERSHIP & LEGAL DESCRIPTION: By. Rick Minjares Engineering Associate NOTARY FORMS ON NEXT PAGE r G 4 ti l C C C. 0 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 A notary public or other officer completing this certificate verifies only the identity of the 0 individual who signed the document to which this certificate is attached,and not the Q truthfulness, accuracy,or validity of that document. State of California ) )ss. County of Riverside ) On before me, , Date Name and Title of Officer F-, personally appeared L Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. r I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing k paragraph is true and correct. WITNESS my hand and official seal k r r - - -- - 4 Signature of Notary Public r k r k r l k l r ti L .. a a EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY LOT 5 BLOCK "E" OF L4S PALMAS ESTATES, AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE(S) 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY • CALIFORNIA. r i r r' 4 4 l r r ti r r r" 4 r V �5 i Y r r 4 Y 4 4 r r l k r r ti EXHIBIT"B" DESCRIPTION OF DEFERRED ITEMS ENG 1. The Engineering Services Department recommends deferral of off-site improvement items (identified as Deferred') at this time due to lack of full improvements in the immediate area. The owner shall execute a street improvement covenant agreeing to construct all required street improvements upon the request of the City of Palm Springs City Engineer at such time as deemed necessary. The covenant shall be executed and notarized by the property owner(s) prior to approval of the Grading Plan or issuance of grading or building permits. A current title report; or a copy of a current tax bill and a copy of a vesting grant deed shall be provided to verify current property ownership. A covenant preparation fee in effect at the time that the covenant is submitted shall be paid by the applicant prior to issuance of any grading or building oermits. S VIA LAS PALMAS ENG 2. Construct a 5 feet wide sidewalk behind the curb along the entire frontage in accordance with City of Palm Springs Standard Drawing No. 210. "Deferred" ENG 3. Construct driveway approach to accommodate bay parking stalls along the Via Las Palmas frontage in accordance with City of Palm Springs Standard Drawing No. 201. Bay parking stalls shall be located completely on-site, behind sidewalk, and not within public right-of-way. Deferred' 9 — -- APPLICANT-- — -i- REPRESENTATIVE — Pb na If—by. _ checked: dote: PALM ROYALE COLLECTIVE TEL.509.284.9009 KATH EEN ZOR EQ TEL SWAIN 538M AVENIDA RAMNEZ FA%.509,663,3622 53NO AVENIDA RIViIQ - W..d dole LA QUINTA CA_92253 LA QUINTA CA-92253 as- date: reason.' EMAIL:DONAKsYAOMNAE.IOM EMAIL:JGDORNE3IIIIIHOIRVA-CCEt EMERGENCY CONTACT DESIGNER ` — - --- KAISER PERMANENTE " °� rro. dote n!nwrks DON ZORNES TEL S09.264.90W JOSE LUIS BALDERAS TEL.760-310.5232 _ — --- — - -- 53W AVENIDA RAMIREZ BALORO DESIGN STUDIO EXISTING PROPERTY LINE LA QUINTA,CA.92253 164 PINTO WAY - EMAIL:DONZURM@CMAIL.COM SAN JACINTO CA.92582 '! EMAIL:SALORO.BDS@iGMAIL.COM — PALM ROYALE COLLECTIVE ARDI9TECIURE AND LANDSCAPE REVEWREE MMOM REQUIRED 75-048 GERALD FORD DRIVE \ _ REFERENCE CODES: ALL CONSTRUCTION SHALL COMPLYWITR _ _SUITE:101 \ -2016 CALIFORNIA RESIDENTIAL CODE(&*WWV 2015 R -A.92211 BC) - - PALM DESERT, - -2018 CAUFORNIA BUILDING CODE(MkpbV 2015 C) —_ -_ , -2016 CALIFORNIA MECHANICAL CODE(Sft*g 2015 UMC) \ !(� -2016 CALIFORNIA PLUMBING CODE(adapting 2-2018 CALIFORNIACALIFORN ELECTRICAL CODE(adapting 074 NEC) -2016 CALIFORNIA ENERGY CODE(adop&V 2014 ES) -2016 CALIFORNIA FIRE CODE(adopting 2015 IFC) J ALL LOCACAUFL RWA ODEGREENRDINANCCODE BALORODESWN►STlrM0 -ALL LOCAL CODES AND ORDINANCES , `� 't- VICINITY MAP / SUITE:104 ---------------- NOT APART \ 1 Pinto Yl \ San Jacinto,, CA.92582 l s zo' Tel:760-310-5232 = I-1 p FIRE \ ?�? amail.Baloro bdsL%%9mail-com. Elyq y \ EXISTING SETBACK O TRASH ENCLOSURE ffE� SU 103 ... NOT A PART SUITE:1W 2 NOT A PART SITE Po GERALD _NI ryh \\ ^���� / PALM ROYALE WEr C O L L E C T I V E zI ` PATH of TRAVEL Y 0 I \ '49 U NI wuivR wr PROJECT DATA SETIMCK I p S \ 00 O \ O O I 1T ASSESSOR'S PARCEL NO.: �g i PROJECT ADDRESS: PATH of TRAVEL 2D 75-048 GERALD FORD PROJECTADDRES& < 4NS I I SUITE. 101 \ 75 GERAD POW OR — ._ __. N l�l PALM DESERT.CAL=11 I ' � �� �-' PALM DESERT,CA. 92211� � BuaoING DATA Q APN. 694-180-014 .00CUPANCY: Y(LIERCANi1.E) 21 io 25 �; TYPE OF CONGTRUCTM V-8(OFFICE BUILDING) I / 61 .. SPRINIQj3%M YES 43 NO.OF STORES 1 I ! O ZONE: PLANNED COMMERCIAL ; I � - J 26 - .. PROJECT DESCRIPTION: Q I ® qIa USE(1,489 SF)SUITE 101 TO OPEN A CANNABIS DISPENSARY AND RETAIL STORE TO MEET STATE AND CITY RECIIIMWMENTS.RETAIL STORE IS COMPOSED ON A SECURITY WAITING ROOM AT ENTRANCE OF RETAIL AREA,10 I ---Ir STEEL AND GLASS DISPLAY CASES.EACH WITH ITS OWN TYPE of DISPLAY(FLOWERS,MEDICAL,VAPE COL ANDFW / FUTURE EMONIiTOORBLES ED BCUSTOMER THIRD EPARTYY SECURITY COMPANY GE w 22 CA AN MERAS,MOTION SENSORS APROVIDE. �GLA RETAIL ISSBREAI� I _ .- SETBACK SENSOR ALL DOORS TO BE ACCESS CONTROLLED.ODOR CONTROL SYSTEM TO BE INSTALLED PER CODE OFFICE REQUIREMENTS. RESTAURANT 33, BLDG AREA TABULATION: SITE LOT AREA:AREA: 101.102S.F OCCUPANCYLOAID (3400 S.F) B� 34 � T10D4.,2 � O RETAIL AREA(MERCANTILE): 1,002 SY/60 17 OCC STORAGE. 186 S.F/300 1 OCC OFFICE: 133 S.F/100 1 OCC I _—- I shed NtO BREAK RM: 125 SF/100 1 OCC 1. Y o b O J//LrWI U/L7ll /rR{/llhx{/ SUBTOTAL 1,489 S.F TOTAL OCCUPANTS:20 OCC O PARKING RE9lARED:SECTION 173WOW TABLE 3S -- - -- tie,„sue co TOTAL EMPLOYEES: 3EMPLOYEES _ - j 0'W PARKING SPACES REQUIRED:14892W 6 PARKING SPACES REOURED j 85-7q• — N88'47.301Y 320.12' ---- —�— / PARKING SPACES PROVIDED: 18 PARKING SPACES PROVIDED GERALD FORD DRIVE 1 SITE PLAN: EXISTING & PROPOSED- A 1.0 SCALE:1-=20W-0- 1 job no: dram by: DOOR SCHEDULE: u� 3 o I checked: --- dote: p e f OP' DOOR approved, dote: o i O ? WDIHN 1.W YYD. 14W FETE R METAL GLASS FINIft LOCKSET I HARDWARE REMARKS: issue date: OB • $-0' B4f• ■ C ENTRY LOCKSET EXISTING - - -— - - _ - reason: ACCESS CONTROL lL_� O C ENTRY LOCKSEf recisions B • $-0' sa • ACCESS CONTROL LOCKING HARDWARE -ENTRY"LIMITED ACCESS" no. dote remaArs O A • 3'4T BNr ■ BACCESS CONTROL - O AD R COWPOOM� "AUTHORIZE PFRSOMEL ONL t\ - O A • $P Bd ■ B CONTROL BASEANDUAPER _ CABDIETS.MH/WFE B CONTRIl 00 39 K 4P CLEEAK AR \ COlI1TB11OP. A • $d Id • SPACE I L y © A • Sd Sd ■ B CONTROL - O OF UYOI7ATORY O � A • $a 8'd . T'HIADY LOCKSET F — NTRAIXNMCE BF • C ENTRY LOCKSET EXISTING 314"MELAMINE SWINGING C • ACOESS CONTROL GATE TO MATCH METAL - DISPLAY CASE TYPICAL I \ O AT ALL DISPLAY AREAS DOOR FINISH TYPES {I--� vBI+�FYNS—TAI{BLE V RIFYWTTA-{IBLE I WITH SIGN L_-u ABftNT aVA- I I O 10NLr I I \ A FI VENEER WALNUT FLIT CUT VENEER / �\ VENEER MANU DIRECTION.VERTICAL '_ �, � AUTHORIZED PERSOFB GRAIN STAPUEWOCEASEA (TYPICAL) -- O STAIW ED WOOD CLEAR SEALED � 6�� USE MONOCOAT BRAND CLEM SEALER O / O O / 5 B.PAINTED:COLOR:TBD \' =7 \' LF \� G \)` --- - - - - i------- - _..--- m _ - C.NONE REQUIRED:(PRE-FlWSH) § 3 3 w - o �� / ___ _ 64 Pinto Way LL N 4 LL F.F va w San Jacinto,CA.92632 PROPOSED Y_(r X 6'-B•SOLID . 1 � I I Q�O�RarE rL LDoo PRIVACY wcl Tel:755-3t{7 5232° eMarP Salnro bdsLr�r gmail,com . _ VrrTHHALTTIRDazT� -- - A - I I '� reRBaNNia►�r -- -�- TYPE "A" TYPE "B" TYPE C" OH INrBIOR eVANG DOOR EXTERIOR SWING DOOR EXTERIOR SITING DOOR 1-3w SOLID CORE WOOD STOREFRONT GLASS 45 NfM RATIO FACE MATERIAL METAL DOM t MASONTTE FNBHL PER DOOR FI■SHt PER DOOR S(IEOIAE I . SCHEDULE I I 'rE SUITE:102 tf h NOT A PART STORAGE RACKS. 1 - SHELVES HEIGNTSTBD. CEVIDE GENERAL NOTES —BACKING, TO NG,GVSkIM LEAK)METAL 7P METAL FRAME ' WALLS IN STORAGE FRIONE � � I � -BncHaNGGYBLIM 5IB'TYPE X FULL VISION GLASS 1. DI4ESIONS ARE TAKEN FROM THE FACE OF STUDS FRONT DISPLAYCASE O C COMMERCIAL T-LN�V EC U.O.N. I SAFE BOIL PALM R A✓U A L G.. Z. ALL WALLS ARE 2X4 STUDS UNLESS OTHERWISE BOLT TO FLOOR C G? ! L E C T t V ! Nola) 00 0 -. 3. ALL IMERDR DOORS TORE SOLD CORE PANEL,Uri0 -\ 1. THE OWNERA'XXNTRACTOR IS RESPONSIBLE FORSELECTION OF ALL ftfrMOR � \\\\ EXCLUSIVELY CLL INTERIOR FIXTURES ONTRACTORS RAPPLIANCES AND THEIR ESPONNSAe APPLIANCES�m \ �+ / ---- - -- -. - - -- -® -- -- PpOPo3ED$Jr x sd SOW TO VERIFY.APPROVE AND SUPERVISE INSTALLATION �_/ I CORE DOOR.PRIVACY LOCK WTR1 SIGN ON OOORTHAT TFADS MANUFACTURERS SIIECIFICATIONS.US.0 AND LOCAL ; '� •AntIORIZED PERSONEL aar CODE b ,5. WATER CLOSETS(TULETS)SWILL BE CERTIFIED TO I _ USE A MAXIMUM OF 1.28 GALLONS PER FLUSK 6. EXISTING NONCOYPLAIM FIXTURES(TOILETS THAT j USE MORE THAN 1.6 GALLONS OF WATER PER FLUSH, URINALS THAT USE MORE THAN ONE GALLON OF OR WATER PER FLUSH.SHOWIER FADS THAT HAVE A O O PROJECT ADDRESS: FLOW CAPACITY OF MORE THAN 2S GALLONS OF WATER PER MINUTE.AND INTERIOR FAUCETS THAT ■, EMIT MORE THAN 2.2 GALLONS OF WATER PER MINUTE CO 75-048 GERALD FORD SWILL BE REPLACE.CERTIFrAT10N OF COMPEWACE PROPOSED 3'-0"X BA"SOLID SHALL BE GIVEN TO THE BUILDING INSPECTOR RIOT GLASS DOM TO FINAL P'ERNT APPROVAL CALIFORNIA SSW _. AND SAS WALL TPPoVACY SUITE. 101 T. PIER FOOT.CL WASTE BEERREQ AT THEn�E 'W+ ""'"SIGN PERSOMEL ONLY" 92211, A.SLOPE A DOOR THAT READS PALM DESERT C UPPER END OF THE DRAIN LINES AND EVERY 135 I OR -- DEGREE CHANGE OF OIECTDN .. -_- LPN: 694-180-074 IL IN COMBUSTIBLE CONSTRUCTION,FIRE13LOCKM SWILL BE PROVIDED TO CUT OFF ALL CONCEALED AIM DRAFT OPENINGS(BOTH VERTICAL AID HORIZONTAL) AND TO FORM AN EFFECTIVE FIE BARRIER BETWEEN ■�L - ---... -----j---- - - - — -- — — — STORIES,AND BETWEEN A TOP STOREY AND THE ROOF SPACE(R30z11} 3W MELAMINE E SWINGING I I 9. IN COMBUSTIBLE CONSTRUCTION WHETRE THERE IS GATE TO MATCH METAL Y I USABLE SPACE OF A FLOOROCd DISPLAY CASE TYPICAL JNG ASSEMBLY, IN DRAFTSTOPS SHALL BE INSTALLED SO THAT THE AREAUALC) A WITH ALL_DISPLAY _Y AREAS SECllliflll OF THE CONCEALED DOES NOT EXCEED I.OW SQUARE LOBBY -- FEET.ORAFSTOPRNG SHALL DIVIDE THE CONCEALED 'AutHROfl�D PERBON8 I r SPACE INTO APPROXIMATELY EQUAL AREAS,(R30212 dELacNN II- I I O USED - PASS-TiiBl # WIINDOW TO BE KY TO CHECK IN I I - CUSTOMERS Q I IN ENTRANCE I I I I ' - I ,Weer uric, . : -- ------------- --_� -- -- --- - K FLOOAPLMPAOPOSED A .. _ _ M I s„ee SECURITY DISPLAY CASE FULL VISION DISPLAY CASE LEGEND N FLOOR PLAN: PROPOSED ���� SCALE: 1/4" = 1'-0" /AI . Zj ExIsnNG WALL L SCALE: NTS SCALE: NTS PROPOSED 2K FULLHEIGHT WALL ;�g SECIJIRTY GENERAL NOTES o i 'a° d—oy checked' date- 1. *WALLED CAMCOVERING WTTH.MIN1CULTIL*AVATION. RESOLUTION T RING,PR CESSIPD(EL,THAT SHALNSPO COVERED,BUT NOT� 00 f opp—ed' date: UART®TO COVERING SALE.CIKTNATION,MANUFACTURING,PROCESSING TRANSPORTATION.DISTR6UfIlON � i AREAS.ALL DOORS AND WINDOWS,AN ANY OTHER AREAS AS REASONABLY DETERMINED BY THE PLAIINNG i COMAESSI011 r 2. IN EACH CAMERA SHALL ALLOWS PES THE PERMANENTLY MOUNTED AND IN A FD®CTIVIT O URRI CMERA SHALL BE PLACED ( ————IN A CAMERAOCATION THAT ALLOWS AN CAMERA TO CLEARLY RECORD LOC ACTIVITY OCCURRING EACH C MERVATA 20 FEET aF ALL - - issue dote: reoson: -7 POINTS OF ENTRY AND EXIT ON THE LICENSED PREMISES.AND MOWS FOR THE CLEAR AND CERTAIN IDENTIFICATION OF ANY PERSON AND ACTIVITIES IN ALL AREAS REQUIRED TO BE FILMED UNDER SUBSECTION LOCKING HARDWARE I revisions_ to). e) ENTRY'LIMITED ACCESS' no. dote /e A. 3. OPERATE CAMERAS 24 HOURS PER DAY SEVEN DAYS PER WEEK _ 4. MAINTAIN AT LEAST 120 CONCURRENT HOURS OF DIGITALLY RECORD®DOCUMENTATION Q 'AUTHORRE PEJ7S0T8 ONL S. CURE ANY DISRUPTION IN SECURITY CAMERA IMAGES EVEDITgU3LY AND N GOOD FATRi fl INSTALL ALARM SYSTEMS THAT ARE OPERATED AND MONITORED BY AN INDEPENDENT THIRD PARTY SECURITY I i COMPANY. j 7. THE SURVEILLANCE SYSTEM STORAGE DEVICE OR THE CAMERAS SHALL BE TRANSMISSION AND CLEARLY 00 } / 1 RECORD IMAGES OF THE AREA UNDER SURVEILLANCE. � fl SHALL LOCK ALL STORAGE AREAS AND GIVE ACCESS TO SUCH STORAGE AREAS ONLY TO PEFWn EE AND 1 \ / PERMITTEE'S STAFF.NO CANNABIS PRODUCTS SMALL BE ACCESSIBLE TO THE GENERAL PUBLIC. Nr F --- -- __ NTRANCF ; Fill CD Yam/ i 1 SUtTE:103 � �-, NOT A PART 0 \� 9` I PATH OF TRAVEL 1BAL(W0DESWNS-fVD10 20CCUPAMTs CG T I eb'1 - —- -- - - —i 164 Pinto Way San Jacinto,CA.92582 I I PROPOSED J-0 x as SOLDCORE DOOR. ACY LOCK Tet:7$0-3 i 0-5232 w ON ORSOTHAT NELOA , Hoo i i 1 ? A'A UTIIOWZZDPERBOMQOIlr -- - email:Sawa bdsggmaitcom I cV { ! 1 I .I .4 s. - 0) 1 SUITE:102 NOT A PART STORAGE RMX$ IN HEIGHTS IM ! I r WALLS IN STORAGE R". TO RE CEVIDE LEAD METAL { 1 .k.GYSUM SW TYPE x PROJECT.• ' - —'- COMMERCIAL PALM ROYAL E SAFE 8= PATH OF 7RAV8 BOLT_ C O L L E C . ! V E 17 OCCUPANTS - J y PROP09®Sa'x ea SOLO ! I 1 rMTM SIGN OM� H DOM TAA COW T RC s •1 ",.`` I I -AUTIIOR®PERSONBOILY' I I I I ! STORE PROPOSED FRONT LASS DOOR PROJECT ADDRESS: I ( AND GLASS WALL.PRIVACY LOCK I 1 I ! WITH SIGN ON DOOR THAT RENDS co I 1 1 .�� OM-r 75-048 GERALD FORD r 1 11 ! SUITE: 101 -------------- PALM DESERT,CA. W11 SECURITY�BCHEDULE LEGEND ' ; PATHDFTRAVEL APN: 694-180-014 F031A*BY OVMM IF SPECIFIED)T M.AND TIXTURE IAANUITAC7 MOnEL DESCRIPTION ( 18 OCCUPANTS LAMP BY NAY.ND I AIDI --- IAMPrnOLIrBt - (XY 1 A- I I I IN 1� I I Ln SL,.,.: ( I I CAMERA(ANGLE AND DIRECTON) I ee, CME- 1 .. I I I I OL VANDOW TO BE USED BY SECURITY TO CHECK IN 1 �� tea DOOR KILL MATCH - CUSTOMERS .... MOTION PROTECTION SENSOR IN i{ ENTRANCE I ; O �AG ACCESS CONIRDL fff GLASS BREAK SENSOR iI I CA CASH REGISTER ❑ � ❑ I I "_❑- � ■ ,.^el R00 � I I I I I LEGEND FLOOR PLAN: SECURITY V.2 SCALE: 1/4" = 1'-0" 0 EXISTING WALL - PROPOSED 2.FULL HEIGHT WALL O Ibb d—by,ODOR CONTROL GENERAL NOTES I checkeke d.' dote: 1. THE BUILDING SHALL BE EOIAPPED WITH AN ACTIVATED CARBON FILTRATION opp—dd — SYSTEM FOR ODOR CONTROL TO ENSURE THAT AR LEAVING THE BUILDING THROUGH AN EXHAUST VENT FIRST PASSES THROUGH AN ACTIVATED CARBON issue date: reason: TH' E2 THE FILTRATION SYSTEM SHALL CONSIST OF ONE OR MORE FANS AND ACTIVATED - CARBON FILTERS.AT A MINIMUM,THE FANS SHALL BE SIZED FOR CUBIC FEET PER - MINUTE(CFM)EQUIVALENT TO THE VOLUME OF THE BLRU 31NG(LENGTH MULTIPLIEDCARBON REGISTEft' I _rew'sionr _ BY WIDTH MULTIPLIED BY HEIGHT)DIVIDED BY THREE.FILTERS SHALL BE RATED FOR THE APPLIGBLE CPU 2 _ no. dote remarks VENT ��LTE R 3. IN U FBLTRATI IL SYSTEM SHALL H NGEDABED Rl WORKING NG ORDER AN 5SMALLDAY BE [� lI E { IN USE THE FILTERS SHALL BE CHANGED A MINIMUM OF ONCE EVERY 386 DAYS, AIR DOOR CURTAIN t 4. NEGATIVE AR PRESSURE SHALL BE MAINTAINED INSIDE THE BUILDING. I /ANUS:MARS AIR DOOR 5. ODORS AND WINDOWS SWILL REMAIN CLOSED.SO(CEPT EGRESS THE MINMUM LENGTH MODEL:lERI S .- OO \ HELPS RED�Ct AL��*,�#1.S A� OF TIME NEEDED TO ALLOW PEOPLE TO wGTEss OR EGRESS THE BUILDING. LOPtto SERIES ARaxrAw ; -. - - • B. THE ABOVE LISTED CONTROLS ARE MORE THAN SUFFICIENT TO RESULT M A ZERO - - coops ODOR THROUGH THE EFFECTIVE USE OF THE NEGATIVE AIR PRESSURE AND c V OZONE CONTROLS - - -- - urvs#s soaT?s GtTiT.rcTq.L�Ar.w=u�.,rs �€r _ • aTklVtfj:/T illfJCl t7TFif'IP bii78014N POLFJd'CAiTS TYPICAL.INSTALLED CARBON REGISTER -- VENT VEST INSTALL FILTRATION AT EACH SUPPLY M SM KW MI"F440 OV"Wp WTQ Y*j*VENT S CD PHRESH DUCT SILETICERS 6'X 1R L--/J MANUF:SUNLIGHT SUPPLY I MODEL 136M ) - - , BRAM[k PHRESH FILTER � }Y Al UfZUESIEi 'TE1UtU 64 Plnh7 Way W I I San.Jacinto.CA.92562 TeJ-760-310-5232 00 —' Mail,Safarp bds;?'gnai£corn I I coNTarns ccNrws�s3nra arlsr-sirs m I I r I MA(ESI.D'O 12STAA4M^RFf..15T-3.VL7+tTFl_TER.S i g > I i H y. .. I I .SURE:102 } tt CARBON REGISTER VENT AIR, ODOR & DUST FILTER °' 1 NOTnPnRr SCALE: NTS I a PROJECT. A If 00 i PALM ROYALE COLLECTIVE i I— n AIR DOOR CURTAIN SCALE: NTS O O I OR — PROJECTADDRESS: 75-048 GERALD FORD SUITE: 101 MMTTra PALM DESERT,CA, 92211 j APN: 694-180-014 Al" DOOR FREE OZONE GENERATOR j MODEL:low i I I TO BE ONLY APPAREL In AFTERBUNE HOURS I `A "T SECURITY r� `°W"n PHRESH DUCT SILENCER 10"X 36" CHECK-IN SCALE: NTS ro RR4O C.F III L --- -- -- - - - - ;- - --- - I I AR DOOR CURTAIN I i MANUF:MARS AR DOOR Z MODEL-■ �I LOPRO�S COMMERCIAL ARCURrAR ENTRANCE CD I I i I I I I I I - , I I sheet titter I I I i LEGEND Q _FLOOR PLAN: ODOR CONTROL A2.3 n OZONE GENERATOR SCALE: 1/4" = r-0n SCALE: NTS O EWTRGWAALL PRUPOB®2 FULL HEIGHT WALL Imam m z O r _ m m m n O m n m CD O O m _ a o > a O 326 m m PLANNING COMMISSION STAFF REPORT CITY OF PALM DESERT COMMUNITY DEVELOPMENT DEPARTMENT MEETING DATE: August 7, 2018 PREPARED BY: Eric Ceja, Principal Planner REQUEST: Consideration of a request for a 2,800-square-foot retail cannabis business for Healing of the Nation Club located at 78-010 Country Club Drive; and to adopt of a Notice of Exemption in accordance with the California Environmental Quality Act (CEQA). Recommendation Waive further reading and adopt Planning Commission Resolution No. 2731 approving Conditional Use Permit 17-0015 for the establishment of a 2,800- square-foot adult use and medicinal retail commercial cannabis business with limited manufacturing to be located at 78-010 Country Club Drive, subject to the conditions of approval. Background Analysis A. Property Description: The parcel is located at the northeast corner of Country Club Drive and Desert Country Circle, west of Washington Street. In 2004, the City Council approved the subdivision of a four-acre (4) parcel into four (4) commercial parcels: • Parcel 1: Wendy's drive-thru restaurant • Parcel 2: 6,100-square-foot retail pad building • Parcel 3: Undeveloped vacant parcel • Parcel 4: Ramona Tires The applicant is located in suites 100 and 200 of the developed 6,100-square-foot retail pad building. The entrances to the building suites are located on the north and east sides of the building. The applicant's lease has an entrance on the east side of the building facing the adjacent Wendy's restaurant. B. Zoning and General Plan Designation: Zone: Planned District Commercial (PC-2)/Freeway Commercial Overlay (FCOZ) General Plan: Suburban Retail August 7, 2018 - Staff Report Case No. CUP 17-0015 H.O.T.N Page 2 of 5 C. Adjacent Zoning and Land Use: North: Unincorporated Riverside County - Union Pacific Railroad South: Planned District Commercial (PC-2)/Freeway Commercial Overlay (FCOZ) — Life Storage/Mobil Gas Station East: Unincorporated Riverside Country—various industrial uses West: Planned District Commercial (PC-2)/Freeway Commercial Overlay (FCOZ) — Various commercial uses Protect Description The project includes tenant improvements for a new cannabis retail operation at a stand- alone commercial building pad. The applicant, Healing of the Nation (H.O.T.N), is pursuing City and State permits for the operation of a retail cannabis operation with limited manufacturing. The business is located in Suites 100 and 200 in the eastern portion of the building. Vehicle parking is provided within an off-street parking area for the commercial center. Tenant improvements include the following: • Retail Showroom • Lobby and Check-in Area • Offices • Storage Areas • Inventory Room In addition, the improvements include several security features and improvements to the air handling system to mitigate any odors. There is no on-site consumption of cannabis products at this site. The retail operation is expected to be open seven (7) days a week between the hours of 7:00 a.m. to 10:00 p.m. The business expects to have 10 to 14 employees on site during business hours including on-site security personnel. The applicant also requests an allowance to use the inventory room for limited manufacturing to include the following: labeling and packaging, and creating their own unique product line of cannabis flower-based products. Analysis A. Commercial Cannabis Businesses: In October 2017, the City Council adopted Ordinance No. 1329, establishing a comprehensive set of regulations for commercial cannabis businesses. Those regulations are codified in Section 25.34.120 of the Palm Desert Municipal Code (PDMC). \\srv-fil2k3\groups\Planning\Eric Ceja\Cannabis\Cannabis\Applications\CUP 17-0015 HOTN\PC\PC Staff Report-HOTN.doc August 7, 2018 - Staff Report Case No. CUP 17-0015 H.O.T.N Page 3 of 5 The Cannabis Ordinance limits the total number of cannabis retailers, limits the location of cannabis retailers to commercially zoned properties, and further limits their location by requiring a 1,500-square-foot separation from other cannabis businesses and 1,000-square- foot separation from schools, daycare, and youth centers. Lastly, all commercial cannabis businesses are required to submit a Conditional Use Permit (CUP) and Cannabis Regulatory Permit. The applicant has submitted all information requested for the review of both applications. B. Land Use Compatibility: The retail building was approved by the City Council in 2004 as part of a larger commercial subdivision. This stand-alone retail building was identified for general retail and restaurant use and allows retail operations as a permitted use. In 2017, the City Council adopted commercial cannabis regulations that permit cannabis retailers in the commercial zoning districts, subject to the approval of a CUP. The applicant has complied with the PDMC requirements for submittal of the appropriate applications and is located in a zone that permits retail cannabis businesses. The existing building contains an existing nail salon and a vacant restaurant space. The suites that the cannabis business is located in was once a Quizno's restaurant and Sprint retail store. The proposed cannabis business is identified for retail use; however, they are pursuing dual licenses with the State Bureau of Cannabis Control for both medicinal and adult use sales and manufacturing. As a retail use, the cannabis operation is permitted by the City's Zoning Ordinance and there is nothing in the original approval of the site that prohibits retail use at this building. Since the building is located in an existing commercial center with various retail, restaurant, and automotive uses, the use is compatible with the existing businesses in the center and surrounding area. The proposed manufacturing use is allowed under the City's ancillary commercial provisions and by the Cannabis Ordinance. As the Cannabis Ordinance evolved, it was discussed that ancillary uses such as manufacturing, delivery, and distribution could occur on a limited basis for retail operators. The limits placed on this applicant are in accordance with the Cannabis Ordinance and the applicant is conditioned to limit manufacturing uses at the facility to no more than 10 percent of their lease space and to keep the use out of public view. The applicant is amenable to this condition and has limited manufacturing to the inventory room identified in the floor plan. C. Security: The applicant is proposing a number of security measures to ensure the safety of their customers and the existing businesses at the site. Patrons of the retail operations first enter into a waiting area where they are checked-in and confirmed to be of legal age for cannabis purchases. Staff within the waiting area and elsewhere in the operation are provided with panic buttons should issues arise. In compliance with the City's cannabis regulations, security cameras are provided throughout the retail operation, including the entry and exit, \\srv-fil2k3\groups\Planning\Eric Ceja\Cannabis\Cannabis\Npplications\CUP 17-0015 HOTN\PC\PC Staff Report-HOTN.doc August 7, 2018 - Staff Report Case No. CUP 17-0015 H.O.T.N Page 4 of 5 to monitor customer activity. Lastly, the retailer is proposing to employ on-site security during business hour operations and the center has a nightly security patrol. D. Odor Control: The applicant proposes odor mitigation measures to combat nuisance odors from cannabis. Although cannabis odor for a retail operation is not as strong as a cultivation operation, odors are still present and are a primary concern for many surrounding businesses. As such, the City's Cannabis Ordinance requires applicants to provide methods for odor mitigation. The applicant is proposing to use a series of methods to limit odors from the operation. Negative air pressure is used to limit air leakage out of the suite. In addition, ozone generators are used to neutralize odor as it leaves the building. Lastly, the applicant will upgrade the existing air conditioner filters by installing HEPA and charcoal filters, and they will utilize in-line UV light generators inside the air ducts to neutralize odors. In consultation with other jurisdictions that allow cannabis businesses, odor control is an on- going issue that needs to be addressed on a case-by-case basis. Staff is proposing a condition requiring that, should odor become an issue, the applicant must take additional measures to mitigate the issue or have the regulatory permit revoked. Public Input A public hearing notice was mailed to all property owners within 300 feet of the proposed use. In addition, the public notice was published in The Desert Sun on July 28, 2018. To date, the Community Development Department has not received any correspondence in favor or in opposition to the proposed use. Conclusion The applicant has gone through an extensive review process with City staff for compliance with the newly adopted City and State cannabis regulations. Staff believes that the applicant has demonstrated that their operation can be successful in this location, the use is compatible with the existing and surrounding businesses, and the odor and security issues meet the intent of the ordinance and can continuously be improved should nuisances arise. Since the cannabis industry is new to Palm Desert, staff foresees heavy oversight of the business, and should any issues arise, such a blatant disregard for nuisance issues, the CUP can be revoked and the business suspended from continued operations. Environmental Review For the purposes of the CEQA, the Director of Community Development has determined that the proposal is categorically exempt under Section 15301, Class 1 (Existing Facilities) of the State CEQA Guidelines and a Notice of Exemption can be adopted. \\srv-fil2k3\groups\Planning\Eric Ceja\Cannabis\Cannabis\Applications\CUP 17-0015 HOTN\PC\PC Staff Report-HOTN.doc August 7, 2018 - Staff Report Case No. CUP 17-0015 H.O.T.N Page 5 of 5 Findings of Approval Findings can be made in support of the project and in accordance with the City's Municipal Code. Findings in support of this project are contained in Planning Commission Resolution No. 2731, attached to this staff report. LEGAL REVIEW DEPT. REVIEW FINANCIAL REVIEW CITY MANAGER N/A N/A N/A Robert W. Hargreaves Ryan Stendell Janet Moore Lauri Aylaian City Attorney Director of Community Director of Finance City Manager Development APPLICANT: H.O.T.N. Club 68945 Vista Chino, Suite A Cathedral City, CA 92234 ATTACHMENTS: 1. Draft Planning Commission Resolution No. 2731 2. Public Hearing Notice 3. Notice of Exemption 4. Exhibits Provided by the Applicant \\srv-fil2k3\groups\Planning\Eric Ceja\Cannabis\Cannabis\Applications\CUP 17.0015 HOTN\PC\PC Staff Report-HOTN.doc PLANNING COMMISSION RESOLUTION NO. 2731 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF PALM DESERT, CALIFORNIA, APPROVING A CONDITIONAL USE PERMIT FOR A RETAIL CANNABIS BUSINESS WITH LIMITED MANUFACTURING LOCATED AT 78-010 COUNTRY CLUB DRIVE; AND ADOPTING A NOTICE OF EXEMPTION IN ACCORDANCE WITH THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) CASE NO: CUP 17-0015 WHEREAS, the Planning Commission of the City of Palm Desert, California, did on the 7th day of August 2018, hold a duly noticed public hearing to consider the request by H.O.T.N. Club for approval of the above-noted; and WHEREAS, the City Council of the City of Palm Desert adopted Ordinance No. 1329, allowing commercial cannabis businesses, including retail dispensaries, within the City; and WHEREAS, Ordinance No. 1329 established comprehensive regulations for commercial cannabis businesses, including standards for business operations, and permit requirements; and WHEREAS, the applicant has submitted a Conditional Use Permit (CUP) and Cannabis Regulatory Permit to operate a retail cannabis business with limited manufacturing, and provided all required information including a business plan, security plan, neighborhood and community outreach plans, and background information, in accordance with the City's commercial cannabis business requirements; and WHEREAS, the location of the retail cannabis business is located in the City's "Planned Commercial" zoning district and, meets the City's separation and distance requirements, is permitted subject to the approval of a CUP and Cannabis Regulatory Permit; and WHEREAS, the applicant has demonstrated compliance with the City's 1000- square-foot separation requirements from schools, daycares, and youth centers; and WHEREAS, nuisance issues, including, but not limited to, odor and security, are mitigated in accordance with the City's cannabis regulations, and the project is conditioned to respond to any issues immediately or be subject to revocation of said cannabis regulatory permit; and WHEREAS, the project complies with the goals and policies contained in the City's General Plan that promote a diverse, growing, and resilient local economy; and WHEREAS, pursuant to section 21067 of the Public Resources Code, Section 15367 of the State California Environmental Quality Act (CEQA) Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.), and the City of Palm Desert's ("City's") Local CEQA Guidelines, the City is the lead agency for the proposed project; and PLANNING COMMISSION RESOLUTION NO. 2731 WHEREAS, as the lead agency, the City has reviewed the proposed project and determined that, as the business is locating in an existing developed building and site, that the project is exempt under Section 15301, Class 1 "existing facilities" of the CEQA and that the Planning Commission can adopt a Notice of Exemption of environmental review; and WHEREAS, as contained herein, the City has endeavored in good faith to set forth the basis for its decision on the proposed retail cannabis business; and WHEREAS, all of the findings and conclusions made by the City pursuant to this Resolution are based upon the oral and written evidence before it as a whole; and WHEREAS, at the said public hearing, upon hearing and considering all testimony and arguments, if any, of all interested persons desiring to be heard, the Planning Commission did make the following findings to justify the " 'proval of said request: WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF PALM DESERT, CALIFORNIA, AS FOLLOWS: SECTION 1. Recitals. The Planning Commission of the City of Palm Desert hereby finds that the foregoing recitals are true and correct and are incorporated herein as substantive findings of this Resolution. SECTION 2. Compliance with the CEQA. As the approving authority for the project, the Planning Commission has reviewed and considered the information contained in the application and administrative record on file with the City and available for review at 73-510 Fred Waring Drive, Palm Desert, California. The Planning Commission finds that a Notice of Exemption can be adopted in compliance with the CEQA guidelines (Public Resources Code § 21000 et seq. "CEQA"). °''IVillliilil�plf"' SECTION 3. Findings on Conditional Use Permit. In approving this project, the Planning Commission makes the following findings in accordance with PDMC Section 25.72.050: 1. That the proposed location of the conditional use is in accordance with the objectives of this title and the purpose of the district in which the site is located. The purpose of the Planned Commercial zoning district is to provide flexibility for a mix of uses, including retail, medical, and other commercial and residential operations, and allows commercial cannabis businesses to be considered through a CUP. The Planned District Commercial zoning district further provides convenient shopping opportunities outside of the downtown core area. The proposal to establish a retail dispensary cannabis business at this location complies with the City's goals and the objectives of the zoning designation, and the City's "Commercial Cannabis Business and Personal Cultivation" and the "Commercial Cannabis Business Regulatory Permit" ordinances by providing a detailed business plan, security plan, odor control plan, neighborhood and community outreach plans, and background check information. The conditional 2 PLANNING COMMISSION RESOLUTION NO. 2731 allowance of this use at this site complies with the objectives and purpose of the Planned Commercial zoning district and exceeds the minimum separation requirements established in cannabis ordinances. 2. That the proposed location of the conditional use and the conditions under which it would be operated or maintained will not be detrimental to the public health, safety, or welfare, or be materially injurious to properties or improvements in the vicinity. Voters of the State of California did in November 2016, vote and approve Proposition 64 — the Control, Regulate and Tax Adult Use of Marijuana Act (AUMA), to allow the adult use of cannabis subject to local ordinances. The City of Palm Desert, in response to the voter-approved law, established a committee to evaluate cannabis business potential in the City and found that cannabis businesses are compatible with other general retail uses subject to conditions to mitigate nuisances, such as odor and security. As designed, and as conditioned, the establishment of a retail cannabis business at this location will not be detrimental to the public health, safety, or welfare, as the use is designed to include on-site security personnel, video surveillance, a UV filtration, negative air pressure, and charcoal air filters, to mitigate security and odor nuisance concerns. 3. That the proposed conditional use will comply with each of the applicable provisions of this title, except for approved variances or adjustments. The proposed use complies with the development and use standards of the PC zoning district, and the requirements listed in the City's comprehensive cannabis regulation. No adjustments of variances are proposed for this use. 4. That the proposed conditional use complies with the goals, objectives, and policies of the City's General Plan. The proposed retail cannabis use complies with goals and objectives of the City's General Plan, including Goals listed in Chapter 3 of the Land Use and Community Character chapter, including Goals: 5.1, 5.3, 8.1, and Chapter 10 Goal 1.1. In providing a retail space for the dispensing of cannabis, the applicant is complying with the goals and objectives of the City's General Plan. SECTION 5. Approval. The Planning Commission hereby approves the applied CUP and Cannabis Regulatory Permit applications for the project. SECTION 6. Custodian of Records. The documents and materials that constitute the record of proceedings on which these findings are based are located at the City's office at 73- 510 Fred Waring Drive, Palm Desert, CA 92260. SECTION 7. Notice of Exemption. The Planning Commission approves the Project and directs Staff to file a Notice of Determination with the County of Riverside and the State Clearinghouse within five (5) working days of any Project approval. 3 PLANNING COMMISSION RESOLUTION NO. 2731 PASSED, APPROVED, AND ADOPTED by the Planning Commission of the City of Palm Desert, California, at its regular meeting held on the 7t' day of August 2018, by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: ��utlplll� JOSEPH PRADETTO, CHAIRMAN II,',.I�IIDI�°' �''II�iNIIQI ATTEST: II IN RYAN STENDELL, N PLANNING COMMISSION SECRETARY IIN II ,,illll N IpU )�IIII!II�!III �:',� ;, rlilllllllllll� �p,� N ► III I ► INII 11�8� illy 4 PLANNING COMMISSION RESOLUTION NO. 2731 CONDITIONS OF APPROVAL CASE NO. CUP 17-0015 DEPARTMENT OF COMMUNITY DEVELOPMENT: 1. The development of the property shall conform substantially with exhibits on file with the Department of Community Development, as modified by the following conditions. 2. The applicant agrees that in the event of any administrative, legal or equitable action instituted by a third party challenging the validity of any of the procedures leading to the adoption of these project approvals for the retail use, or the project approvals themselves, the applicant and City each shall have the right, in their sole discretion, to elect whether or not to defend such action. The applicant, at its sole expense shall defend, indemnify, and hold harmless the City (including its agents, officers, and employees) from any such action, claim, or proceeding with counsel chosen by the City, subject to applicant's approval of counsel, which shall not be unreasonably denied, and at the applicant's sole expense. If the City is aware of such an action or proceeding, it shall promptly notify the applicant and cooperate in the defense. The applicant, upon such notification, shall deposit sufficient funds in the judgment of City Finance Director to cover the expense of defending such action without any offset or claim against said deposit to assure that the City expends no City funds. If both Parties elect to defend, the Parties hereby agree to affirmatively cooperate in defending the said action and to execute a joint defense and confidentiality agreement in order to share and protect information, under the joint defense privilege recognized under the applicable law. As part of the cooperation in defending an action, City and the applicant shall coordinate their defense in order to make the most efficient use of legal counsel and to share and protect information. Applicant and City shall each have sole discretion to terminate its defense at any time. The City shall not settle any third party litigation of project approvals without applicant's consent, which consent shall not be unreasonably withheld, conditioned or delayed unless applicant materially breaches this indemnification requirement. 3. In accepting this Conditional Use Permit and operating a business pursuant thereto, the applicant acknowledges that the regulation of the production, distribution, sale, and use of cannabis remains in flux due to the relative novelty of these uses and conflicts with federal law. Applicant agrees that the applicant remains at risk and subject to all changes in federal, state, and Palm Desert regulations, including the possibility of the discontinuance of such uses or the imposition of additional requirements that render continuing operations infeasible, and does not gain a vested right to continue to operate in any particular manner, in any particular place, or at all. 4. The applicant shall work with the Community Development staff to ensure exterior lighting meets the minimum standards for commercial lighting and security. 5. The retail cannabis use is limited to this location and the use described herein shall be subject to the restrictions and limitations set forth herein which are in addition to the approved use standards listed in the PDMC, and state statutes now in force, or which hereafter may be in force. 5 PLANNING COMMISSION RESOLUTION NO. 2731 6. Prior to issuance of a building permit for improvements and use contemplated by this approval, the applicant shall first obtain permits and/or clearance from the following agencies: Coachella Valley Water District (CVWD) Burrtec Waste Management Fire Department Evidence of said permit or clearance from the above agencies shall be presented to the Department of Building & Safety at the time of issuance of a building permit for the use contemplated herewith. 7. The retail cannabis use of this property shall not commence until the applicant can provide the City's Community Development Department with proof of a license issued by the State Bureau of Cannabis Control. Continued use of the property for cannabis purposes is subject to the applicant maintaining a valid license from the State Bureau and demonstrating on-going compliance with the City's Cannabis Regulatory Permit. 8. The premises shall be equipped with an odor absorbing ventilation and exhaust system so that odors generated inside the cannabis business''is not detected outside of the business, anywhere on adjacent properties, public right-of-way, or in any exterior or interior common areas or tenant spaces. As such, the applicant shall install odor mitigation equipment in accordance with the plans on file as part of this application, and to the satisfaction of the Building Official. Should odor issues arise, the Community Development Department may require additional odor'''control measures to be employed. At a pplicant shall install the following: a. Air filtration systc-'r iith odor 4," ` trol that prevent internal odors from being emitt d externally. i lip b. Air syst�{� that) tive �!ijl;pressure between the cannabis business and the el I ,low�Il'"I,I �iii�Il�II) III ,. 9. Security features shall be'i)nstalled within the tenant lease spaces in accordance with the plans on file"a$'part of this application. All security features shall be installed and maintained as specified in the City's Cannabis Regulatory Permit regulations. 10. The applicant is required to have on-site security personnel during business hours. Security personnel shall be licensed with the State Bureau of Security and Investigative Services. 11. The applicant shall comply with all applicable provisions of the PDMC Sections 5.101 (Commercial Cannabis Business Regulatory Permits), 8.38 (Personal Use of Cannabis), and 25.34.120 (Commercial Cannabis Business and Personal Cultivation). 12. The applicant may use no more than 10% of their lease space for limited manufacturing purposes. Manufacturing areas are limited to the inventory room identified in the applicant's floorplan and shall not be visible from public areas. 6 PLANNING COMMISSION RESOLUTION NO. 2731 13. Exterior building signs are not a part of this approval. All exterior building signs shall be submitted to the Community Development Department along with a Sign Application for staff review. 14. From the public right-of-way, no exterior evidence, other than a building sign to identify the retail operation, of cannabis products is permitted. 15. All mechanical equipment, either roof or ground mounted, shall be screened from public view. All such equipment shall be fully screened by the roof structure, parapet wall, ground mounted walls, berming and/or landscape. 16. Any and all window and door security devices such as metal bars, gates and shutters, shall be installed within the interior of the building and screened from public view. 17. Operation of the cannabis business outside of these approvals and conditions shall constitute a violation of the PDMC and shall be enforced pursuant to the provisions in the PDMC. On-going violations which are not remedied within a timeframe established by the Community Development Director, may result in revocation of the CUP and Cannabis Regulatory Permit. IIIiII� ( �I� II��O'I' BUILDING AND SAFETY DEPARTMENT: �I� 18. This project shall comply with the latest adopted edition of the following codes: A. 2016 California Building Code and its appendices and standards. B. 2016 California Residential Code its appendices and standards. C. 2016 California Plumbing Code and its appendices and standards. D. 2016 California Mechanical Code and its appendices and standards. E. 2016 California Electrical Code. F. 2016 California Energy Code. G. 2016 California Green Building Standards Code. H. 2016 California Administrative Code. I. 2016 California Fire Code and its appendices and standards. 19. Dispensaries are a Group B/M occupancy. 20. Access to required toilet facilities for customers shall not pass through areas designated for employee use only such as kitchens, food preparation areas, closets, storage rooms or similar spaces. ''��NIIIIi�IIIlltiq�illlpllli�l�1�911i''�'' 21. Submit an exit plan that labels and clearly will show compliance with all required egress features such as, but not limited to, common path of trave►, the required number of exits and separation, occupant load, required width, continuity, travel distance, elevators, etc. CBC 1001.1. 22.All exits must provide an accessible path of travel to the public way. (CBC 1027.5 & 11 B-206). 7 PLANNING COMMISSION RESOLUTION NO. 2731 23. Provide an accessible path of travel to the trash enclosure. The trash enclosure is required to be accessible. Please obtain a detail from the Department of Building and Safety. 24.All contractors and subcontractors shall have a current City of Palm Desert Business License prior to permit issuance per PDMC, Title 5. 25. All contractors and/or owner-builders must submit a valid Certificate of Workers' Compensation Insurance coverage prior to the issuance of a building permit per California Labor Code, Section 3700. 26. Address numerals shall comply with Palm Desert Ordinance No. 1265 (PDMC 15.28. Compliance with Ordinance 1265 regarding street address location, dimension, stroke of line, distance from the street, height from grade, height from the street, etc. shall be shown on all architectural building elevations in detail. Any possible obstructions, shadows, lighting, landscaping, backgrounds or other reasons that may render the building address unreadable shall be addressed during the plan review process. You may request a copy of Ordinance 1265 or Municipal Code Section 15.28 from the Department of Building and Safety counter staff. 27. Please contact the Department of Building & Safety Building at (760) 776-6420 regarding the addressing of all buildings and/or suites. ` II II i l I��II 11 NININIIIIN 8i�ll �D � ��NNIINI NIh� ��IN I II '�ii�I I � INIIN �►h II N � 1 Ilhi i,t II►IIII I i IBIII 8 i CIIY OF P0LM �a 73-5 Lo FREU WAKING DRIVE PALM DESERT,CALIFORNIA 92z6o-2578 TEL: 760 346—o6i i in foia cil yofpal mdese r[.nrg CITY OF PALM DESERT LEGAL NOTICE CASE NO. CUP 17-0015 NOTICE OF A PUBLIC HEARING BEFORE THE PALM DESERT PLANNING COMMISSION TO CONSIDER A REQUEST BY H.O.T.N. CLUB FOR A CONDITIONAL USE PERMIT APPLICATION TO ESTABLISH A RETAIL COMMERCIAL CANNABIS BUSINESS LOCATED AT 78-010 COUNTRY CLUB DRIVE, SUITE 100 &200 The City of Palm Desert (City), in its capacity as the Lead Agency for this project under the California Environmental Quality Act (CEQA), finds that the proposed project is exempt per Section 15301, Class 1 "Existing Facilities" of the CEQA and that a Notice of Exemption can be adopted as part of this project. Project Location/ Description: Proiect Location: 78-010 Country Club Drive, Suite 100 and 200 Proiect Description: A Conditional Use Permit and Cannabis Regulatory Permit have been submitted for the operation of a 2,800-square-foot retail cannabis dispensary for both medicinal and adult-use. The business includes a lobby, retail display area, storage areas, and office space. A detailed security plan and odor control plan are provided as part of these applications. The business is located in Suites 100 & 200 of the freestanding commercial building located at the northwest corner of Washington Street and Country Club Drive. Recommendation: Staff is recommending that the Planning Commission adopt a resolution approving the proposed Conditional Use Permit, subject to conditions, for a commercial cannabis business. Public Hearing: The public hearing will be held before the Planning Commission on August 7, 2018, at 6:00 p.m. in the Council Chamber of the Palm Desert Civic Center, 73-510 Fred Waring Drive, Palm Desert, California. Comment Period: The public comment period for this project is from July 26, 2018, to August 7, 2018. Public Review: The Conditional Use Permit and Cannabis Regulatory Permit applications are available for public review daily at City Hall. Please submit written comments to the Planning Department. If any group challenges the action in court, the issues raised may be limited to only those issues raised at the public hearing described in this notice or in written correspondence at, or prior to the Planning Commission hearing. All comments and any questions should be directed to: Eric Ceja, Principal Planner City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 (760) 346-0611 eceja@cityofpalmdesert.org PUBLISH: DESERT SUN RYAN STENDELL, July 26, 2018 PLANNING COMMISSION SECRETARY NOTICE OF EXEMPTION TO: FROM:City of Palm Desert ❑ Office of Planning and Research 73-510 Fred Waring Drive Palm P. O.Box 3044,Room 113 Desert,CA 92260 Sacramento,CA 95812-3044 ® Clerk of the Board of Supervisors 2724 Gateway Dr,Riverside, or CA 92507 County Clerk County of. Riverside 1. Project Title: H.O.T.N.Club 2. Project Applicant: H.O.T.N.Club 68945 Vista Chino,Ste.A Cathedral City, CA 92234 3. Project Location—Identify street address and 78-010 Country Club Drive cross streets or attach a map showing project site (preferably a USGS 15' or 7 1/2' topographical map identified by quadrangle name): 4. (a)Project Location—City:Palm Desert (b) Project Location—County:Riverside 5. Description of nature,purpose,and beneficiaries I The total project site consists of a developed 0.67 acre site of Project: I with an existing 6,100 square foot retail building.The site was developed in the mid-2000's and has been in operation since with a mix of retail and restaurant uses.The proposal to operate a 2,800 square-foot retail cannabis store, which will serve both adult-use and medicinal clientele,is permitted under the City's Cannabis Regulations. 6. Name of Public Agency approving project: City of Palm Desert 7. Name of Person or Agency undertaking the Bradley Ulinsky project,including any person undertaking an activity that receives financial assistance from the Public Agency as part of the activity or the person receiving a lease,permit,license,certificate,or other entitlement of use from the Public Agency as part of the activity: 8. Exempt status: (check one) (a) ❑ Ministerial project. (Pub.Res.Code§ 21080(b)(1);State CEQA Guidelines§ 15268) (b) ❑ Not a project. (c) ❑ Emergency Project. (Pub.Res.Code§ 21080(b)(4);State CEQA Guidelines§ 15269(b),(c)) (d) ® Categorical Exemption. Class 1 "Existing Facility"a State type and section number: 1 15301 i (e) ❑ Declared Emergency. (Pub.Res.Code§21080(b)(3);State CEQA Guidelines§ 15269(a)) (f) ❑ Statutory Exemption. State Code section number: Notice of Exemption FORM`B" (g) ❑ Other. Explanation: 9. Reason why project was exempt: Project is consistent with the City's general plan and applicable zoning regulations. The site is surrounded by existing commercial development and only interior building modifications are proposed.The site has no value as habitat,is served by existing utilities,and does not result in significant effects on traffic,noise,air quality,or water quality. 10. Lead Agency Contact Person: Eric Ceja,Principal Planner Telephone: (760)346-0611 11. If filed by applicant:Attach Preliminary Exemption Assessment(Form"A")before filing. 12. Has a Notice of Exemption been filed by the public agency approving the project? Yes ® No❑ 13. Was a public hearing held by the lead agency to consider the exemption? Yes® No❑ If yes,the date of the public hearing was: August 7,2018 Signature: Date: Title: ® Signed by Lead Agency ❑Signed by Applicant Date Received for Filing: (Clerk Stamp Here) Authority cited: Sections 21083 and 21100,Public Resources Code. Reference: Sections 21108,21152,and 21152.1,Public Resources Code. Notice of Exemption FORM`B" LN State of California M+ . Secretary of State �.t,. 00, Statement of Information FQ00608 (Domestic Nonprofit,Credit Union and General Cooperative Corporations) Filing Fee:$20.00. If this Is an amendment,see instructions. FILED IMPORTANT oeREAD INSTRUCTIONS BEFORE COMPLETING THIS FORM In the office of the Secretary of State 1. CORPORATE NAME of the State of California H.O.T.N. CLUB JUL-25 2017 2. CALIFORNIA CORPORATE NUMBER C3814905 This Space for Filing Use Only Complete Principal Office Address (Do not abbreviate the name of the city Item 3 cannot be a P O Box} 3. STREET ADDRESS OF PRINCIPAL OFFICE IN CALIFORNIA IF ANY CITY STATE ZIP CODE 68945 VISTA CHINO STE A.CATHEDRAL CITY, CA 92234 4. MAILING ADDRESS OF THE CORPORATION CITY STATE ZIP CODE ROBERT FIERRO 68945 VISTA CHINO STE A, CATHEDRAL CITY,CA 92234 Names and Complete Addresses of the Following Officers (The corporation must list these three officers. A comparable title for the specific officer may be added;however,the preprinted titles on this form must not be altered) S. CHIEF EXECUTIVE OFFICER! ADDRESS CITY STATE ZIP CODE ROBERT B FIERRO 46650 DAISY STREET, INDIO,CA 92201 6 SECRETARY ADDRESS CITY STATE ZIP CODE SERGIO FLORES 84145 HUNTINGTON AVE, COACHELLA, CA 92236 7 CHIEF FINANCIAL OFFICER/ ADDRESS CITY STATE ZIP CODE BRADLEY ULISKY 43120 DENISE WAY, RANCHO MIRAGE,CA 92270 Agent for Service of Process If the agent is an individual, the agent must reside in California and Item 9 must be completed with a California street address, a P.O. Box address is not acceptable If the agent is another corporation, the agent must have on file with the California Secretary of State a certificate pursuant to California Corporations Code section 1505 and Item 9 must be left bank S. NAME OF AGENT FOR SERVICE OF PROCESS ROBERT B FIERRO 9 STREET ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA,IF AN INDIVIDUAL CITY STATE ZIP CODE 46650 DAISY STREET, INDIO,CA 92201 Common Interest Developments 10_❑ Check here if the corporation is an association formed to manage a common interest development under the Davis-Stirling Common Interest Development Act, (California Civil Code section 4000, et seq.) or under the Commercial and Industrial Common Interest Development Act. (California Civil Code section 6500,et seq) The corporation must file a Statement by Common Interest Development Association(Form SI-CID)as required by Califomia Civil Code sections 5405(a)and 6760(a) Please see instructions on the reverse side of this form. 11. THE INFORMATION CONTAINED HEREIN IS TRUE AND CORRECT 725/2017 ROBERT B FIERRO CEO TYPEIPRINT NAME OF PERSON COMPLETING FORM TITLE SIGNATURE L,�DA�TTE REV 0112016) APPROVED BY SECRETARY 0F STATE ARTICLES OF INCORPORATION 3 8 14 9 0 5 FILED V4\- �) r Secretary of State,,S I.The name of the corporation is: rl 0. A/ Lde State of Califomia AUG 10 2015 II.This corporation is non-profit Mutual Benefit Corporation organized under the Nonprofit IG(r Mutual Benefit Corporation Law.The purpose of this corporation is to engage in any lawful act or activity, other than credit union business,for which a corporation may be organized under such law. Ill.The name and address in the State of California of this corporation's initial agent for service of process is: 1� a. Name: b.Address: _ ' d,� __at,GfCJCI� G��i f G1<r A,te ��1 t1k fain 3 IV.The initial corporate street and mailing address in the State of California of this corporation is: a.Address: ` 7 . V. a.The specific purpose of this corporation is to organize and promote an association or collective of members,some who agriculturally farm cannabis products for use by, and allocation to,other qualified members under California Health &Safety Code Sec. 11632.5 & 11362.7.This organization serves to facilitate transactions between ill patron members for which licensed medical physicians may recommend cannabis remedies pursuant to Proposition 215. This corporation serves to facilitate and coordinate the collaborative efforts, services and transactions of all members, including but not limited to;the agricultural production of cannabis, allocation of produced cannabis,services, costs and revenues,to qualified patient members of this collective association, pursuant to 2008 California Attorney General Guidelines for non-diversion. All members must meet certain membership qualifications, statutory and legal requirements,to become a member and to maintain membership. b. Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree,engage in any activities or exercise any powers that are not in furtherance of the specific purposes of this corporation. Incorporator Pri6t Name . l hereby certify mat {prcgp� trarttscript of pap(s) fs a full,true and carneq copy of the original rocord in mr custody of the CaAfomia Secretary of slate's office. AUG 13 2015 Date: ALEX tsADILLA,Secretary at Slate „�;•� ;Lj� 3 81 !t 9 0 5 Secretary of Sta&e Business Programs Division .� � t3usrness Entities, 1500 11th Street, 3rd Floor, Sacramento, CA 95814 Corpo ton - Document Filing Request Form This document is being processed for: (Note. if you are filing Articles of Incorporation or a Slaternenl and Designation by Foreign Corporation, his address will be used cone[�sppo'nding with the carporation until a Statement of Information Is filed Please type or print legibly) Marne: �� Date Address: + (� J f` �•+�lli r Phone#: 3 _ Xy p Clly/State/Zip: Ea�aj, "I� Return Method: c 1 Atlre: ail Back ❑ Pick Up f� Corporation Name: (Please t pe or print legibly) -llJ, Special Instructions: • In addition to the required filing fee, a $15.00 special handling fee is applicable for processing a document delivered in person at the public counter. The docurnenl, along with the filing and special handling fees, can be dropped off and will be processed in priority over documents submitted by mail. Since processing limes will vary, the"Mail Back”box can be checked to have the filing response returned by mail to the address provided above Note- If neither the"Mail Back"nor"Pick Up"box is checked, the filing response will be returned by mail. • The $15 00 special handling fee must be remitted l,y separate check for each subntiltal and will be retained whether the documents are filed or rejected. • Please make both checks payable to the Secretary of Stale. • If the document has been previously rejected, please include a copy of this request form upon resubmittal Secretary of State Use Only T CERT CIGS CIF AMT REC'D ARTS S&D AIVIDT CK ❑ MO ❑ CC ❑ CASH ❑ DISS MERG CONV Legal Review Notes: n hnIr r�Irn rr T +, �r- Corp Doc Filing Request-Saclo (REV 1112011) California Secretary of State rolm FF7-5448 Secretary of StatCii,� Business Programs Division '=- Business Entities, 1500 11th Street, 3rd Floor, Sacramento, CA 95814 �5 Corpo ton - Document Filing Request Form This document is being processed for: 1Note If you are tiling Adfcles of Incorporation or a Statement and Designat-on by Foreign Corporation this address will be used correesspponding with the corporation until a Statement of Information is filed. Please type or print legibly) Name: gale �� + rg Address: .� ! [ t�� �,�ll i Phone CJIHylSlate/Zip; !/t0 Return Method: v c5 AtlrrIlall Back ❑ Pick Up Corporation Name: (Please�Ipe or print legibly) / CX(b Special Instructions: lee • In addition to the required riling fee, a $15.00 special handling fee is applicable for processing a document delivered in person at the public counter. The document, along with tire filing and special handling fees, can be dropped off and will be processed in priority over documents submitted by mail. Since processing limes will vary, the"Mail Back"box can be checked to have the filing response returned by rnail to the address provided above Note- If neither the`Mail Back"nor"Pick Up"box is checked, the filing response will be returned by inaft. • The $1500 special handling fee must be remitted by separate check for each submittal and will be retained whether the documents are filed or rejected. • Please snake both checks payable to the Secretary of Stale. • If the document has been previously rejected, please Include a copy of this request form upon resubrurtial Secretary of State Use Only T CERT CIGS CIF AMT REC'D ARTS S&D AIVIDT CK ❑ MO ❑ CC ❑ CASH ❑ DISS MERG CONV Legal Review Notes: 1 An i �1n�` r?+n rrd 7T rg '1r_ W. Corp Doc Filing Request-Sacto (REV 1112011) California Secretary of Stale roles F,57-5448 NON-PROFIT COLLECTIVE BY-LAWS OUR COMPASSIONATE CARE SERVICES ARE ONLY IN ACCORDANCE WITH CALIFORNIA HEALTH AND SAFETY CODE Sec. 11362.775 1. The name of the membership based collective is H2O.T.N. CLUB. 2. The purposes of the collective are: a. To establish, organize, promote, facilitate and organize activities and events for a collective of medical marijuana patients who come together to collectively cultivate their doctor recommended marijuana under CA H & S 11362.775, 11362.785 & 11362.768 b. All members of the collective must be 21 years of age or older and have a valid recommendation from a licensed physician, who may recommend cannabis remedies pursuant to Proposition 215 and/or who are patients under California Health & Safety Code Sec. 11632.5 (B)(A). c. This organization serves to facilitate the collaborative efforts, services and transactions of all members, including but not limited to; the facilitation of the agricultural production of cannabis by hiring farmers who's responsibilities may include; • Watering, • Planting seeds and transplanting, • Turning on electrical, Cleaning work place, • Mixing nutrients and applying to patient's plants, • Trimming, • Harvesting, • Curing & Drying, • Packaging, • Transporting, • Making into edible forms, tinctures, oils, etc. d. This organization serves to facilitate the allocation of said products, services, costs and revenues, including but not limited to; • Leasing buildings, • Hiring & Firing employees/officers/subcontractors, • Paying wages. • Paying taxes. i NON-PROFIT COLLECTIVE BY-LAWS e. To ensure the availability of a supply of cannabis and cannabis products for medical purposes only that meets appropriate quality standards regarding un-adulteration and sanitation and other requirements; f. To provide a method for member patients to receive and use cannabis for medical purposes only, on written authorization from their physicians; and/or with a DHS state- issued ID card. g. To educate patients, politicians and the general public about the beneficial medical uses of cannabis and cannabis products; h. All members must meet certain membership qualifications, statutory and legal requirements, to become a member and maintain membership. L To operate as nonprofit social welfare organization, for the primary purpose of the promotion of the common good and general welfare of the people in our neighborhood or community. j. To provide jobs and job-training tar residents and improving the conditions for economic development. k. To encourage and facilitate research into all aspects of medical cannabis use, including, but not limited to, appropriate methods of use of cannabis and cannabis products for medical purposes including quality standards, potency, methods of administration, appropriate dosages, and all other areas of interest to medicinal cannabis using community, excluding the facilitation of production of pharmaceutical products; 1. To provide information as a result of these activities to enable the enactment or promulgation of or amendments to laws either Federal or State or Municipal, to authorize the production, the use and possession of cannabis in accordance with our vision; m. To provide access to and information regarding natural therapies; 3. To provide for the lawful possession of cannabis and cannabis products for member patients upon recommendation from their doctors and/or with a state approved County DHS card. n. To operate with and to serve as a working model of alternatives and solutions, which includes the utilization of consensus process and consensus decision-making as an alternative to hierarchical structures? 4. No member of the collective or of the board of directors, in that capacity, shall request or receive from any member of the staff of the collective, or in any other way obtain any fi 2 NON-PROFIT COLLECTIVE BY-LAWS information which would reveal the identity of the members of the collective to third party sources. 5. The purpose of the collective shall be carried out without purpose of gain for its members and any profits or other accretions to the collective shall be used for promoting its purposes. 6. On the winding up or dissolution of the collective, funds or assets remaining after all debts have been paid shall be transferred to a similar non-profit organization. 7. Notwithstanding clause 2 of this constitution, all purposes shall be organized and operated exclusively on a non-profit basis. 8. No director or officer shall be remunerated for being or acting as a director or officer, but a director or officer may be reimbursed for all expenses necessary and reasonably incurred by him/her while engaged in the affairs of the collective and receive a salary for their work. 9. No part of the income of the collective shall be payable or otherwise available for the personal benefit of any proprietor, member, director, officer or shareholder. 10. Paragraphs 3, 4, 5, 8, 7, 8, and 9 of this constitution are unalterable. 3 BYLAWS OF a California Nonprofit Public Benefit Corporation ARTICLE I HAT.N. Club The name of this corporation is ARTICLE II 68945 Vista Chino ste. A Cathedral City CA SECTION 2.01. PRINCIPAL OFFICE The principal office for the transaction of the activities and affairs of the corporation ( "principal office") is located at County, California. The Board of Directors ( "the Board") may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on, these Bylaws opposite this section, or this section may be amended to state the new location. SECTION 2.02. OTHER OFFICES The Board may at any time establish branch or subor- dinate offices at any place or places where the corporation is qualified to conduct its activities. ARTICLE III PURPOSES AND LIMITATIONS SECTION 3.01. PURPOSES This corporation is a nonprofit public benefit cor- poration and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for charitable and public pur- poses. This corporation is organized exclusively for chari.- table purposes within the meaning of Section 501(c) (3 ) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United State Internal Revenue Law) . Notwithstanding any other provision of these Bylaws, this corporation shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers -1- public benefit that are not in furtherance of the purposes of this cor- poration, and the corporation shall not carry on any other activities not permitted to be carried on ( i) by a cor- poration exempt from Federal income tax under Section 501(c) ( 3 ) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) ; ( ii) by a corporation, contributions to which are deductible under Section 170(c) ( 2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) . SECTION 3 .02. LIMITATIONS ( a) Political acti vi.t . No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in ( including the publishing or distributing of statements in connection with) any political campaign on behalf of any can- didate for public office. ( b) Property. The property, assets, profits and net income are dedicated irrevocably to the purposes set forth in Section 3 .01 above. No part of the profits or net earnings of this corporation shall ever inure to the benefit of any of its Directors , trustees , officers , members ( if any) , employees, or to the benefit of any private individual . (c) Dissolution. Upon the winding up and dissolu- tion of this corporation, after paying or adequately pro- viding for the payment of the debts , obligations and liabili - ties of the corporation, the remaining assets of this cor- poration shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax- exempt status under Section 501( c) (3 ) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law. ) -2- public AeneCt ARTICLE IV MEMBERSHIP This corporation shall have no members. -2(a) -- public bermfit ARTICLE V DIRECTORS SECTION 5 .01. POWERS (a) General corporate powers. Subject to the pro- visions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and any limitations of the Articles of Incorporation and of these Bylaws, the activities and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. ( b) Specific Powers. without prejudice to these general powers, but subject to the same limitations , the Directors shall have the power to: ( i ) Appoint and remove, at the pleasure of the Board, all officers, agents and employees of the corporation; prescribe powers and duties For them that are consistent with law, with the Articles of Incorporation and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties. ( ii) Change the principal office or the prin- cipal business office in the State of California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, depen- dency or country and conduct its activities within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting, including annual meetings. ( iii) Adopt and use a corporate seal and alter the form thereof . ( iv) Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and deli- vered for the purposes of the corporation, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges , hypothecations and other evidences of debt and securities. SECTION 5 .02. NUMBER AND SELECTION OF DIRECTORS AND RESTRICTIONS ON DIRECTORS (a) Authorized number. The authorized number of Directors shall be Directors need not be resi- dents of the State of California. (b) selection. The Board shall be selected as follows : -3- pubile benint ( i) Initial Directors. The initial Board mem- oers shall be elected by the incorporator( s) named in the corporation' s Articles of Incorporation. ( i.i) Subsequent Directors. At the expiration or earlier termination of the terms of office of the initial Directors , their successors shall be chosen by a majority vote of the members of the Board then in office, whether or not less than a quorum, or by a sole remaining Director. (c) Restrictions on Directors. Not more than forty-nine percent ( 49% ) of the persons serving on the Board may be interested persons. An interested person is 1 1) any person being compensated by the corporation for services ren- dered to it within the previous twelve ( 12 ) months , whether as a full-time or part-time employee, independent contractor, or otherwise; and ( 2 ) any brother, sister, ancestor, descen- dant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of such per- son. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation. A Director may not participate in any vote on any proposed transaction with another organization or entity of which such Director is also an employee, principal or Director. SECTION 5 .03 . TERM OF OFFICE OF DIRECTORS The Directors newly appointed or selected in accor- dance with section 5 . 02(b) shall hold office for a term of one (1) year . SECTION 5.04 . VACANCIES (a) Events causing vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: ( 1) the death, removal, suspension or resignation of any Director; or ( ii ) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under sections 5230 and following of the California Nonprofit Public Benefit Corporation Law. ( b) Resignations. Except as provided in this sub- section, any Director may resign effective upon giving writ- ten notice to the Chairman of the Board, if any, or the President or the Secretary of the Board, unless such notice specifies a later time for the resignation to become effec- tive. Except upon notice to the Attorney General of the State of California, no Director may resign when the cor- poration would then be left without a duly elected Director or Directors in charge of its affairs . -4- public benefit • ( c) Filling vacancies . Any vacancy on the Board shall be filled by vote of the remaining Directors , whether or not less than a quorum or by a sole remaining Director. (d) No vacancy on reduction of number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director' s term of office expires . SECTION 5 .05 . PLACE OF MEETINGS; MEETINGS BY TELEPHONE Meetings of the Board shall be held at the principal office of the corporation or at such other place as has been designated by the Board. In the absence of any such designa- tion, meetings shall be held at the principal office of the corporation. Any meeting may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting. SECTION 5 . 06 . ANNUAL, REGULAR AND SPECIAL MEETINGS ( a) Annual Meetin . The Board shall hold an annual meeting in conjunction with the regularly scheduled Board meeting in the month of of each year for the purpose of organization, election of officers and the tran- saction of other business; provided, however, that the Board may fix another time for the holding of its annual meeting. Notice of this meeting shall not be required. ( b) Other Regular Meetings. The Board shall hold at least regular business meetings throughout the year ; said meetings shall be held without call and on a date to be fixed by resolution of the Board; provided, however, any given monthly meeting may be dispensed with by majority vote of the Board. Such regular meetings may be held without notice. (c) Special Meetings. ( i ) Authority To Call. Special meetings of the Board For any purpose may be called at any time by the Chairman of the Board, if any, the President or any Vice President, or the Secretary or any two Directors. ( ii) Notice. a. Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: notice; 1 . by personal delivery of written ..5.. public benefit paid; 2 . by first-class mail , postage pre- - 3 . by telephone, either directly to the Director or to a person at the Director' s office who would reasonaoly be expected to communicate that notice promptly to the Director; or 4 . by telegram, charges prepaid. All such notices shall be given or sent to the Director' s address and/or telephone number as shown on the records of the corporation. b. Time Requirements . Notices sent by first-class mail shall be deposited in the United States mails at least four ( 4 ) days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least forty-eight ( 48 ) nours before the time set for the meeting . C . Notice Contents . The notice shall state the time of the meeting , and the place if the place is other than the princinal office of the corporation. Ft need not specify the purpose of the meeting. public bene[Ic SECTION 5 .07 . QUORUM A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in section 5 .09. Subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limita- tion, those provisions relating to ( i) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (i.i) approval of certain tran- sactions between corporations having common directorship, ( iii) creation of an appointment of committees of the Board and ( iv) indemnification of Directors, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board. A meeting at which a quorum is initially present may continue to transact busi- ness, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. SECTION 5 .08. WAIVER OF NOTICE Notice of a meeting need not be given any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether public bsno nt before or after the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the cor- porate records or made a part of the minutes of the meetings. Notice of a meeting need not be given any Director who attends the meeting without protesting before or at its com- mencement the lack of notice to such Director. SECTION 5.09. ADJOURNMENT A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. SECTION 5 .10. NOTICE OF ADJOURNED MEETING Notice of the time and place of holding an adjourned meeting need not be given, unless the original meeting is adjourned for more than twenty-four ( 24 ) hours, in which case notice of any adjournment to another time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjourn- ment. SECTION 5 .11. ACTION WITHOUT MEETING Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. For the purposes of this Section 5 .11 only, "all members of the Board" shall not include Directors who have a material financial interest in a trans- action to which the corporation is a party. -6 (b) - public benefit ARTICLE VI COMMITTEES SECTION 6 . 01 . COMMITTEES OF THE BOARD The Board, by resolution adopted by a majority of the Directors then in office, may create one or more commit- tees, each consisting of two or more Directors , to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the Directors then i.n office. The Board may appoint one or more Directors as alternate members of any such committee, who may replace an absent member at any meeting. Any such committee, to the extent provided in the resolution of the Board, shall have all of the authority of the Board, except that no committee, regardless of Board resolution, may: 1 -7- public benefit ( a) fill vacancies on the Board or in any committee .which has the authority of the Board; ( b) establish or fix compensation of the Directors for serving on the Board or on any committee; ( c) amend or repeal Bylaws or adopt new Bylaws; (d) amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable; ( e) appoint any other committees of the Board or the members of these committees; ( f) approve any contract or transaction to which the corporation is a party and in which one or more of its Directors has a material financial interest, except as such approval is provided for in Section 5233(d) ( 3 ) of the California Corporations Code. SECTION 6 .02. MEETINGS AND ACTIONS OF THE COMMITTEES Meetings and action of committees of the Board shall be governed by, held and taken in accordance with the provi- sions of Article V of these Bylaws, concerning meetings and other action of the Board, except that the time for regular meetings of such committees and the calling of special meetings thereof may be determined either by resolution of the Board or, if there is no Board resolution, by resolution of the committee of the Board. Minutes shall be kept of each meeting of any committee of the Board and shall be filed with the corporate records. The Board may adopt rules for the government of any committee not inconsistent with the provi- sions of these Bylaws or in the absence of rules adopted by the Board, the committee may adopt such rules . ARTICLE VII OFFICERS SECTION 7 .01 . OFFICERS The officers of the corporation shall include a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the Board' s discretion, a Chairman of the Board, one or more Vice Presidents, one or more assistant Secretaries, one or more assistant Treasurers , and such other officers as may be appointed in accordance with Section 7 .03 of these Bylaws . Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as either the President or the Chairman of the Board. public benefit SECTION 7 .02. ELECTION OF OFFICERS The officers of the corporation, except those appointed in accordance with the provisions of Section 7. 03 of this Article VII, shall be chosen by the Board of Directors , and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. SECTION 7 .03 . OTHER OFFICERS The Board may appoint and may authorize the Chairman of the Board or the President or another officer to appoint any other officers that the corporation may require, each of whom shall have the title, hold office for the period, have the authority and perform the duties specified in the Bylaws or determined from time to time by the Board. SECTION 7 .04. REMOVAL OF OFFICERS Subject to the rights , if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors, or, except in case of an officer chosen by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors . SECTION 7 .05 . RESIGNATION OF OFFICERS Any officer may resign upon written notice to the corporation without prejudice to the rights , if any, of the corporation under any contract to which the officer is a party. SECTION 7.06 . VACANCIES IN OFFICE A vacancy occurring in any office because of death, resignation , removal or other cause, shall be filled in the manner prescribed in these Bylaws for regular appointments to that office. SECTION 7 . 07 . RESPONSIBILITIES OF OFFICERS ( a) Chairman of the Board. If a Chairman of the Board is elected, he or she shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no President, the Chairman of the Board shall also be the Chief Executive Officer and shall have the powers and duties of the President of the corporation prescribed by these Bylaws. _g_ public benent ( b) President/Chi-ef Executive Officer. Subject to the control and supervision of the Board, the President shall be the Chief Executive Officer and general manager of the corporation and shall generally supervise, direct and control the activities and affairs and the officers of the cor- poration. The President, in the absence of the Chairman of the Board, or if there be none, shall preside at all meetings of the Board. The President shall have such other powers and duties as may be prescribed by the Board or these Bylaws . ( c) Vice Presidents . In the absence or disability of the President, the Vice Presidents, if any, in order of their rank, shall perform all of the duties of the President, and, when so acting , shall have all the powers of and be sub- ject to all of the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board or the Bylaws. (d) Secretary. ( i ) Book of minutes. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may direct, a book of minutes of all meetings and actions of the Board and of committees of the Board. The Secretary shall also keep, or cause to be kept, at the principal office in the State of California, a copy of the Articles of Incorporation and Bylaws, as amended to date. If the corporation is one having members, the Secretary shall also maintain a complete and accurate record of the mem- bership of the corporation, as well as a record of the pro- ceedings of all meetings of the membership. ( ii ) Notices seal and other duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these Bylaws to be given. The Secretary shall keep the seal of the corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws. (e) Chief Financial Officer. ( i) Books of account. The Chief Financial officer of the corporation shall keep or maintain, or cause to be kept or maintained, adequate and correct books and accounts of the properties and transactions of the cor- poration, and shall send or cause to be sent to the Directors such financial statements and reports as are required by law or these Bylaws to be given. The books of account shall be open to inspection by any Director at all reasonable times. -10- publie benefit ( ii ) Deposit and disbursement of money and valuables. The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board, shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President or Chairman of the Board, if any, when requested, an account of all transactions as Chief Financial Officer and of the finan- cial condition of the corporation and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws. ( iii ) Bond. If required by the Board, the Chief Financial Officer sal give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the corporation of all its books, papers, vouchers, money and other property of every kind in the possession or under the control of the Chief Financial officer upon death, resignation, retirement or removal from office. ARTICLE VIII INDEMNIFICATION AND INSURANCE SECTION 8.01. INDEMNIFICATION ( a) Right of Indemnity. To the full extent per- mitted by law, this corporation shall indemnify its Directors, officers , employees and other persons described in Section 5238(a) of the California Corporation Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any "Proceeding" , as that term is used in such Section and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by such Section. "Expenses" , as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporation Code. (b) Approval of Indemnit Upon written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporation Code, the Board shall promptly determine in accordance with Section 5238(e) of the Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indem- nification. If the Hoard cannot authorize indemnification because the number of Directors who are parties to the pro- ceeding with respect to which indemnification is sought is such as to prevent the formation of a quorum of Directors who are not parties to such proceeding, the Board or the attorney -11- Public benefit or other person rendering services in connection with thei. defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met. (c) Advancement of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by the corporation prior to the final disposition of the proceeding upon receipt by the corporation of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the corporation therefor. SECTION 8.02. INSURANCE The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers , Directors, employees and other agents of the corporation, against any liability asserted against or incurred by an officer , Director , employee or agent in such capacity or arising out of the officer' s, Director' s, employee' s or agent' s status as such. ARTICLE IX RECORDS AND REPORTS SECTION 9 .01 . MAINTENANCE OF CORPORATE RECORDS The corporation shall keep: ( a) Adequate and correct books and records of account; (b) Minutes in written form of the proceedings of the Board and committees of the Board. (c) If applicable, a record of its members , giving their names and addresses and the class of membership held. SECTION 9 .02 . INSPECTION BY DIRECTORS Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and the records of each of its subsidiary corporations. This inspection by a. Director may be made irs person or by an acFnt or attorney, and the right of inspection includes the right to copy and make extracts of documents. -12- public bendi! SECTION 9.03 . ANNUAL REPORT Except as provided under Section 6321(c) (d) or (f) of the California Corporations Code, not later than one hundred twenty (120) days after the close of the fiscal year of the corporation , the Board shall cause an annual report to be sent to all members of the Board. Such report shall con- tain the following information in reasonable detail: ( 1 ) The assets and liabilities, including the trust funds , of the corporation as of the end of the fiscal year. ( ii ) The principal changes in assets and liabi- lities , including trust funds , during the fiscal year. ( iii ) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes , for the fiscal year. ( iv) The expenses or disbursements of the cor- poration, for both general and restricted purposes , during the fiscal year. (v) Any information required by Section 9.04. SECTION 9.04 . ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS The corporation shall prepare annually and furnish to each director a statement of any transaction or indem- nification of the Following kind within one hundred twenty (120 ) days after the close of the fiscal year of the cor- poration: ( a) Any transaction to which the corporation, its parent or its subsidiary was a party, and in which any Director or officer of the corporation, its parent or sub- sidiary (but mere common director-ship shall not be con- sidered such an interest) had a direct or indirect material financial interest, if such transaction involved over fifty thousand dollars ( $50,000) , or was one of a number of trans- actions with the same person involving, in the aggregate, over fifty thousand dollars ($50,000 ) . (b) Any indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or Director of the corporation pursuant to Section 8 .61 hereof. The statement shall include a brief description of the transaction, the names of the Director( s) or officer(s) involved, their relationship to the corporation, the nature public benefl of such person' s interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated. ARTICLE X CONSTRUCTION AND DEFINITIONS Unless the context otherwise requires , the general provisions, rules of construction and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular and the term "person" includes both a legal entity and a natural person. -14- public benefit ARTICLE XI Y AMENDMENTS SECTION 11 .01. ACTION BY THE BOARD The Bylaws may be amended or repealed and new Bylaws may by adopted by a majority vote of the Board. SECTION 11 .02. LIMITATIONS ON AMENDMENT OF BYLAWS Where any provision of these Bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number. No amendment may extend the term of a Director beyond that for which such Director was elected. SECTION 11 .03 . 44AINTENANCE OF RECORDS The Secretary of the corporation shall see that a true and correct copy of all amendments of the Bylaws, duly certified by the Secretary, is attached to the official Bylaws of the corporation and is maintained with the official records of the corporation at the principal office of the corporation. -15- public benent CERTIFICATE OF SECRETARY I, the undersigned, certify that I am the presently elected and acting Secretary of a California Nonprofit Public Benefit Corporation, and the above Bylaws, are the Bylaws of this corporation as adopted at a meeting of the Board of Directors held on r Executed on t at California. ---- ,Secretary -16- pAli; bem-01 Fictitious Business Names and Addresses 1. HOTN Cultivation Co. 68945 Vista Chino Suite A Cathedral City, CA 92234 2. Libra Crafted by HOTN 78010 Country Club Dr. Suite 100 Palm Desert, CA 92211 .� PETER ALDANA 4 COUNTY OF RIVERSIDE P.O Box 751,Ithwide,CA92502-075I—(951)48C.7= ASSESSOR-COUNTY CLERK-RECORDER 38-666 P1 Cerrilo Road.Palm Descrt.CA 92211—(760)W.8732 OFFICE OF THE COUNTY CLERK FICTITIOUS BUSINESS NAME STATEMENT COUNTY CLERK'S FILING STAMP SEE REVERSE SIDE FOR FEES AND INSTRUCTIONS F I L E D CLERKIS U.SIi County of Riverside -USE BLACK INK ONLY• Peter AldanaAssessor-Coup Clerk-Recorder MUST BE TYPED PRINTED s R�„� R 201800647 INITIAL CROSS OUTS NO WHITE OUT ALLOWED tie 01/112018 03.18 PM Fee-$58.00 Page 1 of 1 THE FOLLOWING PERSON(S)IS(ARE)DOING BUSINESS AS. Is.Fictitious Business.Some(u mom mhsa am bmiseu name u same addrcu•Attach SWplemensal Shed LIBRA CRAFTED BY HOTN lb.List COMPLETE Phydad Budism Address(-a P.O.Hazes or Postal Frrilltles) 1a Same of Cuunty(ashen bminest is lataudj 78010 COUNTRY CLUB DRIVE STE 100,PALNI DESERT,CA 92211 RIVERSIDE _ btailiaa Address(If dd mnt than busincis address-uptianal) 2a.Reclstriad Infarmation(individual,Corp..LLC,Gen.Framer,etc) 2b.Registrant Information(Individual.Corp..LLC,Gen,Putna.etc.) H.O.T.N.CLUB If iadividual•ipell out first,middle and last names(use dash if no middle name) If indNiduahapelt out first.noddle and last names(use dash if no middle name) 69945 VISTA CHINO SUITE A Residence Address(if Corp.or LLC enter the physical address of the CorpALLC) Residence Address(if Crap.or LLC enter the physical address of the CorpALI.C) dTHBDRAL CITY Q - . . 9 1 -- -- - -- -- - aty, State 71p City State Zip List State of CerpA IC.Must be registered in r4liforailal CA list Stoic of Corp1LLM Musi be registered in California 2c.RftWrod Information(Individual,Corp,lid:.(ten Pancer.etc) 2d.Registrant Inrarntation(Individual,Corp..Ili(',Gen.farina,etc) U iadividuai•spell cut first,middle and tut names(use dash if no middle aim) If individual-spell out first,middle and last names(use dash if no middle name) Residence Address(if Carp.er LLC enter the physical address of the CapALLC) Raddenoe Address(if Corp.or LLC eater the physical address of the Cap11J.C) GSty T State Lip cry State by 1Jst State of CarpA1.LC Muir be registered in California LI I State of CorpALLC Mutt be registered in California 3 This business is mrzhscled by (d seam 71=kw Ropgane-Aaacn Addeunr ShM Shswing Owns wan,mary ❑ Individual ❑Married Couple 11 Trust IS Corporation ❑General Partnership 0 A Limited Partnership L7 Ca•partrwn Q Joint Venture U L)mlted Liability Company ©Limited Liability Partnership r than a vartnorship 4.❑ Registrant has not yet begun to transact business under the fictitious nanw(s)bled above S) Registrant cammencad to transact business under the fictitious business rwrne(s)Meted above on_111112017 - I dedare that ell the information In this statement Is true and correct.(A rrgistronl who declares as true any material rtnller pursuant to tirdlon 179113 ar the Business sad Pniesskrm Cade that the registrant knows to he false Is guilty of a misdemenuor punishable by a 11ne tact to exceed ape thou"dollars($1,000).) 5 Slgnatuse(s)JELON (Only one Is requlred) Typed or Printed Name(s)BRADLEY ALLEN ULISKY 11 Limited Liability Co mpanylCorperaaon,Title_CFn .- - THIS STATEMENT WAS FILED WITH THE COUNTY CLERK OF RIVERSIDE COUNTY ON DATE INDICATED BY FILE STAMP ABOVE NOTICEdN ACCORDANCE WITH SU13DMSION(a)OF SECTION 17M.A FICTITIOUS BUSINESS I HEREBY CERTIFY THAT THIS COPY IS A CORRECT COPY NAME STATEMENT GENERALLY EXPIRES AT THE END OF FIVE YEARS FROM THE DATE ON OF THE ORIGINAL STATEMENT ON FILE IN MY OFFICE WHICH IT WAS FILED IN THE OFFICE OF THE COUNTY CLERK,EXCEPT,AS PROVIDED IN SUBDIVISION(b)OF SECTION 171120,WHERE IT EXPIRES 4e DAYS AFTER ANY CHANGE IN THE PETER ALDANA FACTS SET FORTH IN THIS STATEMENT PURSUANT TO SECTION 17e13 OTHER THAN A CHANGE IN THE RESIDENCE ADDRESS OF A REGISTERED OWNER. A NEW FICTITIOUS RIVERSIDE COUNTY CLERK BUSINESS NAME STATEMENT MUST BE FILED BEFORE THE EXPIRATION.THE FILING OF THIS STATEMENT DOES NOT OF ITSELF AUTHORIZE THE LOSE IN THIS STATE OF A FICTITIOUS BUSINESS NAME IN VIOLATION OF THE RIGHTS OF ANOTHER FEDERAL,STATE OR COMMON sy •Deputy LAW(SEE SECTION 14111 ET SEQ.,BUSINESS AND PROFESSIONAL CODE). •°" PETER ALDANA COUNTY OF RIVERSIDE P.O,Bat 751,Rnvcalde,CA 92502.0751-.(951)4SC-70DO ASSESSOR-COUNTY CLERK-RECORDER 39-W EI Cerrito Road.Palm(Mud,CA 92211--(7b0)$63.0732 w. OFFICE OF THE COUNTY CLERK FICTITIOUS BUSINESS NAME STATEMENT COUNTY CLERK'S FILING STAMP SEE REVERSE SLOE FOR FEES AND INSTRUCTIONS FILED CLERK'S USE ONLY County of Riverside -USE BLACK INK ONLY- Peter Aldana MUST BE TYPED OR PRINTED s 0 18-11197 Assessor-County Clerk-Recorder INITIAL CROSS OUTS F" > R-20180DIMS NO WHITE OUT ALLOWED * 01I11f2018 03 18 PM Pee.S58 00 Page 1 of 1 THE FOLLOWING PERSONS)IS(ARE)DOING BUSINESS AS. 1 L Fictitious Business Name(if more than one baslaess MhC err sane amnns-Aavch Suppleaeetal Stheet HOTN CULTIVATION CO IL List CO\[PLEfE Phydad Budness Address(No P.O.Bakes or Postal Fadtities) 1 c.Name or County(where business is located) 68945 VISTA CHINO SUITE A,CATHEDRAL CITY,CA 92234 RIVERSIDE Mailing Address(If different than business address -optional) 2ss.Registrant Inlinnnation(Individual.Corp.,LLC.Gen.Partner,etc.) 2b.Regklront Information(Individual.Corp.LLC.Gen,Putncr.etc.) H2O.T.N.CLUB _ U individual-spell out first.middle and last names(use dash if no middle name) If individual spell out fire,muddle and but names(use dash if no middle name) 68945 VISTA CHINO SUITE A Residence Address(if Corp.or LLC eater the physical address of the CorpA I.C) Residence Address(if Corp or LLC enter the physical address of the CopA IQ CATHEDRAII&IIX CA 92234 [Sty State Zip City - State - - Zip- List State of CorpA.LC Must be registered in California CA list State of CorpA-LC Must be registered in California 2c,Regislrm a Inrostttal)on(individual,Corp,I=(fen.Partner,etc,) 2d.Reglslranl Infoeasoslon(Individual.Corp.LU',(Ten.Parmer,etc.) If iadividual-spell out first,middle and last names(use dash if no middle name) If indntdual-spell out first,middle and last names(use dub if no middle name) Residence Address(if Corp.or LLC cot"the physical address of the CorpJl3.C) Residence Address(if Corp.or LLC enter The physical addtrs�of the CorpJ LC) City State zip City State 'Zip last Stare of CcrpA-1 C Most be registered in Cadfania of CapAI C Must be registeml in Califumia T — 3 This busims is conducted by (s lk s Than sou Regalaeu-Attach Addaomt Slhom Showing Osnw kdwnWan) 0 Individual ❑Mantled Couple 0 Trust M Corporation ❑General Partnership ❑ A Limited Partnership ❑Co-partners L Joint Venture 0 Limited uawty Company 0 Limited Liability Partnership 0 An I r then a partnership 0 State 4.0 Registrant has not yet begun to transact business under the fictitious name(s)fisted above M Raglstrent canrnanced to tmnsact business under the fictitious business nar e(s)listed above on I I/If 2Q 17 1 declare that all the Infartnatlon in this statement is true and airnrd. (A ngidrunt rho dedarea in true any material matterparsuarst In Section 17913 orthe Business and Professions Cede West the registrant knows to be false is guilty of a ndWemevsme punishable by a nee bid to geared one thousaM dallm($1.000).) S. SlgnattAy( )�/ (Only one Is mquirad) Typed or Printed Name(s)BRADLEY ALLEN ULISKY If Limited Liability CompenylCorparaion,Title f E(I OC'D BY -- 7MS STATEMENT WAS FILED WITH THE COUNTY CLERK OF RIVERSIDE COUNTY ON DATE INDICATED BY FILE STAMP ABOVE NOTICE-IN ACCORDANCE WITH SUBDIVISION Is)OF SECTION 17e20,A FICTITIOUS BUSINESS i HEREBY CERTIFY THAT THE CAPY IS A CORRECT COPY NAME STATEMENT GENERALLY EXPIRES AT THE END OF FIVE YEARS FROM THE DATE ON OFTHE ORIGINAL STATEMENT ON FILE W MY OFFICE WHICH IT WAS FILED 1N THE OFFICE OF THE COUNTY CLERK,EXCEPT,AS PROVIDED IN SUBDIVISION(b)OF SECTION 17e20,WHERE IT EXPIRES 40 DAYS AFTER ANY CHANGE IN THE PETER ALDANA FACTS SET FORTH IN THIS STATEMENT PURSUANT TO SECTION 17013 OTHER THAN A CHANGE IN THE RESIDENCE ADDRESS OF A REGISTERED OWNER, A NEW FICTITIOUS RIVERSIDE COUNTY CLERK BUSINESS NAME STATEMENT MUST BE FILED BEFORE THE EXPIRATION.THE FILING OF THIS STATEMENT(TOES NOT OF ITSELF AUTHORIZE THE USE IN THIS STATE OF A FICTITIOUS BUSINESS NAME IN VIOLATION OF THE RIGHTS OF ANOTHER FEDERAL,STATE OR COMMON BY - - - •Deputy LAW(SEE SECTION 14411 ET SEO.,BUSINESS AND PROFESSIONAL CODE). Criminal Convictions • Bradley Ulisky No past criminal history • Robert Fierro No past criminal history • Pedro Ordonez No past criminal history • John Greenwood No past criminal history BUREAU of Bureau of Cannabis Control CANNABIS www.bcc.ca.gov CONTROL (833)768-5880 CALIFORMI. Adult-Use - Retailer Temporary License LICENSE NO: VALID: A7 0-17-0000034-TEMP 1/1/2018 LEGAL BUSINESS NAME: EXPIRES: HOTN Cultivation Co. 5/1/2018 PREMISE: 68945 Vista Chino, SUITE A Cathedral City, CA 92234 Non-Transferable Prominently display this license as required by Title 96 CCR§5039 3 n 0 = 0 ��� 0 3 - mm 3 c� 0 m ; � �Z Z �p Z rr CD � CD 0- i mrn c z rn _- � rn Z � n l�1 m ' N CL °1 C C7 E E �-+ �. C1 0 m .Ccr F.J. CD r+ W O N rn m C7 — a3 rL 5 U) -0 0 cA a c � •• � O n � b CDa N � o —I CD 3 ,°< � you - d? = W A: z CD {° os m U) CD z � O 0 -4v = o = O O n � m M o O 00 CD CD ' n CL Z3 CD � o m w 0 -0 a) m o UF O O -4 CD c _ - F o m 25 3 = ''* � > C .ZnCD CD 7 {n Doo C7 0M � � n z -1 0� -1 n C QCD on n 3 Cti r- � co n Cn co can >cn C7z =r n _ C _ 0 m S o o m O — � `< o C a m C n = 3 vM CD � 0v C7 z -ni m '� � v n _ 0 m .. = n to m a a_ rn � O N O = ��/'� N (n O •• �++ 5' _a WCl) O N •-I 0 0) N N n O o ,rt 03 1+ 00 00 CD N3 0 Ci C c 0 U) a O _' C:r Ott CD BUREAU of Bureau of Cannabis Control CANNABIS www.bcc.ca.gov CONTROL (833)768-5880 Medicinal - Retailer Temporary License LICENSE NO: VALID: M10-17-0000051-TEMP ���/�` }' 1/1/2018 LEGAL BUSINESS NAME: +-L�R-� EXPIRES: HOTN Cultivation Co. Ir - .W'. 5/1/2018 PREMISE: At,rs�e�t� 68945 VISTA CHINO ST, SUITE A ``� CATHEDRAL CITY, CA 92234 Non-Transferable Prominently display this license as required by Title 16 CCR§5039 t n v z ° z z -v 0 z D m r -n-1 vi m --I m 0 so -z„ z O m n D m -i - 2 n z n m rri m v = K m < G) n m C Z Z a 13 `� n M {V c 3 m � Z ao a Ln n zWn C7 o z N n > 2 -�Ory 1" r m CA ° Z z Z uu n Z m 3 M LA v vDn V'! D n " 00 0o ° f1 9 C p m p � O 0 m 0 r W", z to C m < n z Im Z m min Z x mz� n Y az zn c n > m q�q to C = = C O z '� G1 Z W z -< o �e n ' � � x � x n _ -a moo O m n nxm f r n � � o !-n n 0o C m Z w rn n < < n C ,rtA Vy rn \ rT, �' v M zrm M rr" nm O r, m m \ = Z y O G m z v v E rn °y KX v z z z m .AOD n m -! -4 O O z � n z � O m c m z � r- 0 m m Soo in C3 0 co C) ^ o mm cb m C'L J r o' zz .p z 0 � � (n CD mm z m m FAN• �CD c C� � m CL r* E 0. - m I cr co o C13 0 CD co v -.-o n O 2 � < � cum N °1 W ° 0 co N O � x W P CD - Z � °' ? cn j oz _3:1 y C7 c O CD + rn N , C z o � CD c C (D CD9 CD m m C.) A m o o n z n z m 0 CD n Z > � O C zo „ CD 0 z -n z -, 0 n ^> Wa r- 'moo " � Wm m C n � z N m aa°i r71 'mt'I C7 d� I r m = n � -gym � o m 0 � a) 3 s � c� cD � - 0 Z n c 3 z m C C7 Czj 2 M � cn "im nn- W E a) ♦♦z� 0) � � NaO V� to co W O Z rn ,... (1) -0, -',- n D ON NO c C' a 00 0000 < rD O n' o CD c C7 N CL o cr as m State of California - Health and Human Services Agency California Department of Public Health Manufactured Cannabis Safety Branch Temporary License Application: Cannabis Manufacturing SECTION A- LICENSE TYPE(Check all that apply) Medicinal (M) M Adult-Use(A) SECTION B -APPLICANT INFORMATION BRADLEY ULISKY I I ULISKY First Name MI Last Name OWNER I724-355-5457 BRADLEY@HOTN.CLUB Title Phone Number Email Address SECTION C - BUSINESS INFORMATION H.Oaa.T.N. CLUB i I HOTN CULTIVATION CO L0036-3001344 68945 VISTA CHINO SUITEtAecAsecretarvCATHEDRAL CITYi CA 92234 RIVERSIDEera�EIN Mailing Address City State Zip County SECTION D- PREMISES INFORMATION 68945 VISTA CHINO SUITE A CATHEDRAL CITY I CA 192234 I RIVERSIDE Physical Address of Manufacturing Premises City State Zip County SECTION E- OPERATIONAL ACTIVITIES(Check all that apply for the premises listed in Section D) koduct%pes M A Activities M A Extraction Methods M A Edibles Extraction ✓ ✓ Butane/Hexane/Propane Concentrates ✓ ✓ Infusion Ethanol Topicals ✓ ✓ Packaging/Labeling I ✓ I ✓ Carbon Dioxide(CO2) Capsules Water/Food-grade Dry Ice ✓ ✓ Vape Cartridges Food-grade Butter/Oil Tinctures Mechanical Other: Other:FiU.51N SECTION F- LOCAL AUTHORIZATION CATHEDRAL CITY 1760-770-0386 I pmilos@cathedralcity.gov Local Issuing Authority Local Office Phone Number Local Office Email Address SECTION G - LOCAL AUTHORIZATION ATTACHMENT 19 A copy of a valid license, permit or other authorization issued by the local jurisdiction that enables the applicant to conduct commercial cannabis activity at the premises listed in Section D. SECTION H — DECLARATIONS AND SIGNATURE I declare under penalty that: • The Information contained within and attached to this application is complete,true and accurate.I understand a misrepresentation of fact is cause for rejection of this application,denial of license or revocation of an Issued license. 1 understand that the temporary license is a conditional license that authorizes my business to engage in the commercial cannabis activity described in the application. 1 understand that refusal by the licensing authority to issue or extend a temporary license shall not entitle the business to a hearing or appeal of the decision. 1 understand that the issuance of a temporary license does not obligate the Department to issue a non-temporary license,nor does it create a vested right to either an extension of the temporary license or to the granting of a non-temporary license. • 1 understand that I am responsible for knowing and complying with all state laws and regulations governing medicinal and adult-use cannabis manufacturing pursuant to Medicinal and Adult.Use Cannabis Regulation and Safety Act and all other applicable laws and regulations,upon issuance of my temporary license.I understand that I am responsible for compliance with subsequent updates to cannabis manufacturing laws and regulations. BRADLEY ULISKY 12/14/2017 Signature Print Name Date CDPH 9041(10/17) z x r Q z N n to f7 m rn mO -Zi 2 3 Orn -> C m m 0Z v > K � � nnm o C z v m rn ° r�n z v � onc f7 v nzwz -� a n � � � z r Vf 1 a r m to O v m Z n rn 70 Z nCm Z m tii QO = Z _ 4 cn > rA > m O o 0 C m < a z CA � M Lm n rn ? urn, 0 n n n 0 � �- N a 2 onmo z Nm G) C W Z m • S C Ln n n V! e# m v non p o D n = � o 0 Maw n n n 00 r r n AA r m O n r m = m m n LA r 2 Z m m zNO a p rn m Z v v 0 m� M n IA 0 m -� D O z m � er v m m Portal ® BUREAU CANNABIS CFO CONTROL CM MA Home Owner Submittal My Records License Search File a C Announcements Logged in as Bradtey Utisxy !'!Cart(p) Act;ount Management Logout Search L License A10-17-0000034-TEMP: Add to cart Adult-Use - Retailer Temporary License Record Staters:Active Expiration Date.05/01/2018 Record into Payments 68945 Vista Chino SUITE A Cathedral City CA 92234 - r - +Mare Details 13 Related Contacts Primary Contact Person information SUSlness Information Bradley Ulisky H.O.TN.Club Owner HOTN Cultivation Co. United States www.hotn.ctub Primary Phone:(724)355-5457 Un led States Secondary Phone(760)832-7614 Primary Phone:(760)832-7614 E-maiLbradley0hotn club E-maiLinfometithotn.club What 4 your bu$lneis's organlradonal structure? Corporation Premise Cathedral City,CA,92234 United States Owner Applicant information Individual Bradley Ulisky United States Primary Phone.(724)355.5457 Secondary Phone:1760,409-6169 E-mail:bradteyehotn.club Mailing 68945 Vista Chino Cathedral City,CA,92234 United States OAppllcatlon Information Storefront '*rc 0Application Information Lists Title: Other First Name. Robert Last Name: Flerro Title Other First Name: Bradley Last Name Ulisky General Advance Search RLsources Contact BCC Cannabis •. el-earning ® BUREAU or = CANNABIS # CFO o coNrl7oL C•nrO1HiF Home Owner Submittal My Records License Search File a C Announcements Logged in as-Bradley Utisky ?'!Cart(0) Account Management Logout Sec? ch s r License M10-17-0000051-TEMP: Add to cart Medicinal - Retailer Temporary License Record Status:Active Expiration Date;05/01/2018 Record Info Payments — {-- Address 66945 VISTA CHINO ST SUITE A CATHEDRAL CITY CA 92234 wMore Details 13 Related Contacts Primary Contact Person information Business information Bradley Ulisky HAT.N.Club Owner HOTN Cultivation Cc United States www.hotn.club Primary Phone:(724)355.5457 United States E-malt:bradteyakhow club primary Phone:(760)832-7614 Mailing E-malLinfomeCkhotn.club 68945 V STA CHINO What Is your business's organiradonat structure. Corporation CATHEDRAL CITY CA.92234 Premise United States 68945 VISTA CHINO ST CATHEDRAL CITY.CAL 92234 Un.ted States Owner Appticant Information Indrviduat Bradley Ulisky United States Primary Phone:(724)355-5457 Secondary Phone:(760)409.6169 E-mall:bradleyphotn.club Mailing 68945 Vista Chino Cathedral vity.CA.92234 United States (9Application Information Storefront G Application Information Lists Title: Other First Name Robert Last Name. F erro Title: Other First Name: Bradley Last Name• Utisky General Advance Search RCSOUrces Conlact Proposed Commercial Cannabis Business Location Physical Address: 78010 Country Club Drive Suite 100-200 Palm Desert, CA 92211 Business phone: Proposed business location will have business phone lines installed prior to opening Website: htt wwww.hotn.club Email: contactlibra@hotn.ciub Cannabis License Denial HOTN and all HOTN affiliated companies have never been denied a local or state permit. • Bradley Ulisky No prior license denial • Robert Fierro No prior license denial • Sergio Flores No prior license denial • Pedro Ordonez No prior license denial 1 i.� CULTIVATION CO. H . O .T. N . Cultivation Co . Employee Handbook H.O.T.N. Cultivation Co. ■ Welcome. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 3 ■ Managers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......Page 4 ■ Safety. . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . .Page 5 ■ In Case of An Emergency. . . . . . . . . . . . . .Page 6 ■ Job Description . . . . . . . . . . . . . . . . . . . . . . . . Page 7,8 ■ Attendance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 9 ■ Customers. . . ... . . . ...... . . . . . . . . . . . . . . . ....Page 10 ■ POS. . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . ..... . . . ..Page 11 ■ Tips.. . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Page 12 2 H.O.T.N. Cultivation Co. Welcome Hello! Welcome to HOTN Cultivation Co. We are honored to add you to the HOTN Family and to have you a part of this crazy cool experience. You have been chosen to represent this amazing cannabis start-up company. We are a Non-Profit mutual benefits corporation that brings Cannabis enthusiast together with world- class growers and extractors. We strive to keep this world green and we pass on that message to each person that walks into our shops. We hand pick products that meet the vision of HOTN, Organic and non-GMO - Just plain CLEAN cannabis products. We know the cannabis industry is in its infancy, there are a lot of household names out there that do not meet our standard and do not align with our vision. We strive to make HOTN Cultivation Co. a reliable household name that you can expect to trust. Room in this company will be infinite as we plan to expand our operations. We here at HOTN would like to thank you for taking this journey with us and can't wait to see what the future holds for us all. 3 H.O.T.N. Cultivation Co. Managers HOTN Cultivation Co. Managers: Robert Fierro 619.987.6020 Bradley Ulisky 724.355.5457 Pedro Ordonez 760.409.6169 Please do not hesitate to reach out to any of us for any reason. 4 H.O.T.N. Cultivation Co. Safety We here at HOTN take every step to ensure the safety of each employee. There will be a first aid kit in the bathroom; employees are welcome to use any product from the first aid kit as they choose. We know we can't prevent accidents from happening but we would like to take precautionary steps to avoid them. In the event of a workplace accident we want to ensure you know what to do in the case of an emergency. In case of an Emergency, not life threatening please call any of the managers if none are on duty. If a medical emergency happens do not hesitate to CALL In case of a robbery, please comply with any demands of the assailants as your life is worth more than any monetary value. PLEASE CALL 911 after the assailants have left. 5 H.O.T.N. Cultivation Co. Emergency Numbers Emergency 911 Cathedral City Police Department 760.323.8116 Cathedral City Fire Department 760.770.8200 Contacts Robert Fierro 619.987.6020 Bradley Ulisky 724.355.5457 Pedro Ordonez 760.409.6169 * Please be aware that if an emergency occurs contact 911 , then any of the managers or contacts on this list. 6 H.O.T.N. Cultivation Co. Job Description Currently we only have one position here at HOTN Cultivation Co. which is to be awesome. Everyone is trained to know how to be a receptionist and budtender. We train you to become what we feel is the highest qualified budtender. Currently there are no required state courses we need to provide but we stay on top of any information needed to make your job easier. Receptionist: ■ Check in members ■ Answer phone calls ■ Fill out any necessary paper work for new members. ■ Always smile O Budtender: ■ Align with members to be able to recommend the correct solution for them, everybody is different and cannabis affect us all differently. 7 H.O.T.N. Cultivation Co. ■ Knowledge is key because it helps builds trust, being comfortable with all the products we have. Have a question? Don't be afraid to ask. ■ Remember to Always Smile O Beginning/End of Day ■ Move product from the Sales Floor/Inventory Room to the Inventory Room/Sales Floor. ■ Wipe down and clean sales area and counters. ■ Remember to Always Smile O 8 H.O.T.N. Cultivation Co. Attendance We know, we know, we know, we still have to cover this. Working for a dispensary is no exception for not showing up on time or at all. We get things happen, All we ask is that you plan your life accordingly. We don't mind giving time off or letting you go if needed. We strive to work as a team and our biggest strength is having all the right people placed at the right time each shift. So we ask you to just be respectful and courteous to your fellow employees. Unfortunately we do have to write up each person who does not comply with attendance guidelines. It's going to take a lot and we wish never to write up anyone for anything. In the event we would need to issue a write up, The first offense will be issued as a verbal warning, the second offense will be issued as a written warning and, the third offense will be issued as a final written warning and could lead to disciplinary action up to and including termination. Please be aware that write ups are not only for attendance but anything that violates HOTN business conduct; Stealing, late or no call show, being disrespectful to anyone (customers, employees, management), any other 9 H.O.T.N. Cultivation Co. problems that management feels as if they don't align with HOTN Vision. Customers Taking care of customers is simple greet them with a smile, listen and ask them a couple of question. ■ How do you usually consume cannabis? (Flower, edibles, concentrates, etc) ■ What do you need cannabis for? (sleep, pain) ■ How often do you use cannabis? Each customer is different; please don't be afraid to use your own questions. Some may want to share more than these questions and some might not want to at all. Always remember to be compassionate and SMILE. Handling an irate or difficult customer, please if you feel uncomfortable in any situation with any customer please feel tree to reach out to the management team for help. Don't worry we got your back, if we feel anyone if being rude or disrespectful to you or any other staff members we can and will ban members from the facility. 10 H.O.T.N. Cultivation Co. POs Each employee will have a unique login into Indica Online our point of sale terminal that will allow you to ring up all transactions. We encourage everyone to use downtime to learn more about the system. This system is integrated in all of our company from receptionist, budtender and all of back office. Please learn and get familiar with it, as it is a crucial part of the business. Indica Online Help: https://indicaonline.zendesk.com/hc/en-us 11 H.O.T.N. Cultivation Co. Quick Reference Measurements: 1 gram (lowest measurement of cannabis) ■ Eight (811) = 3.5 grams ■ Quad / Quarter = 7 grams ■ Half Ounce = 14 grams ■ Zip (Ounce) = 28 grams ******* All Scales Measure In Grams Only******** Types of Cannabis Products Cannabis Flower- Sativa- Cerebral / Head High Day Time Use Indica- Body High / Couch Lock — Night Time Use You probably know what flowers are; they're often the "pretty" part of a plant, and the same is true for cannabis. While cannabis flowers don't have traditional petals or look like daisies, they are still the reproductive organ of the female plants. Cannabis flowers are the hairy, sticky, crystal-covered bits that are harvested and dried to be used as medication. Edibles- medicated edible goods that have been infused with cannabis extracts. They are commonly baked goods such as cookies and brownies, but options as varied as flavored coffee drinks, breads, and candies exist as well. 12 H.O.T.N. Cultivation Co. Tinctures- A tincture is a liquid cannabis extract usually made with alcohol or glycerol that is often dosed with a dropper. Tinctures can be flavored and are usually placed under the tongue, where they are absorbed quickly. Effects can be felt within minutes. Tinctures can also be mixed into a drink, but in these cases effects will take longer because the tinctures will be absorbed by the digestive system. Topicals- Usually creams and or cosmetic products. Concentrates- A cannabis extract is any oil that concentrates the plant's chemical compounds like THC and CBD. This is achieved through a variety of extraction processes and solvents, the most common being butane. Advancements in extraction technology have enabled the use of other solvents like carbon dioxide and pure hydrocarbons in a process that utilizes pressure in a safe closed-loop system. The end product is a highly potent oil of varying consistencies most popularly used for vaporization and dabbing. "Its all about the terpens" The Terpenes determine the entourage effects of your high... Cannabis contains a wide range of chemical compounds. Scientists have identified over 60 unique molecules in cannabis known as cannabinoids, which include THC and CBD. Many other non- cannabinoid compounds are produced by the plant that also have regulatory effects. For example, terpenes, the molecules responsible for marijuana's smell, have been shown to block some cannabinoid receptor sites in the brain while promoting cannabinoid binding in others. As a result, terpenes are believed to affect many aspects of how the brain takes 13 H.4.T.N. Cultivation Co. in THC or CBD, while offering various therapeutic benefits of their own. In fact, while THC has gotten most of the attention, studies suggest many of the compounds in marijuana work together to produce a synergy of effects. This is known as the 'entourage effect.' Thank-You and Welcome to the HOTN Family 14 HOTN CULTIVATION COMPANY ATTENVANCE OUIVELINES DERNMONS ***FU SE Ni 9011 NOT P TA IN TO SIB LEASE TIME*** OCCUde"' a ARM OK TAKPINESS OF HOTN SCHEDULED TIME THAT IS NOT A SICK DAY/T1ME. YWAL,AYE AL WAKNINO OF YOUR ATTENDENCE WRITTEN•A WRITTEN DOCUMENTED COUNCIL ON ATTENDANCE FINAL•A CWAK WRITTEN DOCUMENTED COUNCIL ON ATTENDANCE EMPLOYEE TIME _6- KAK LmTlu [w [18 Hw [Zo i3� t� 8 MONTHS RNAL TEKMINA4TION W HKSI 1 YEAK WITH RML TERMINATION H 0 Hm 4 f AK YWAL WKffm RKAL TEWHATION YEW��2�S1 WKBaL WKiTiEN FlNAL TERMINl4TION 1 HOTN CULTIVATION COMPANY COACHING FOKM AKFA OF OPPORTUNITY SOLUTION PRINT NAME $u"mor3 NAMf PATE- PATE SOME Smmors SI�WITUR6: HOTN CULTIVATION COMPANY CLOSING DAILY CHECKLIST Closing Checklist should begin to be performed by 9pm if business permits. JARS: Inspect prepacked bud bins are fully stocked with a minimum of 10 grams/6 i/8ths/41./4s of each strain stock for loose leaf. Ensure all prepacks and inventory on sales floor are fully stocked. Inform inventory specialist or Supervisor of strains or products that need to be restocked. LIGHTS/STORE: Ensure that all retail display lights are off to include concentrate display case light, floor display lights, open sign light,A frame is inside, all menus neat clean, and . Ensure that music is off and not playing prior closing. GENERAL CLEANUP:Sweep all common member areas,sweep all employee areas, wipe down all counters, remove all trash from areas, freeing all areas from clutter, removing all cups, coffee mugs,water bottles, soft drinks,and any other objects that make the store look substandard. BATHROOM:Clean mirrors,sweep floor, wipe down toilet, wipe down sink and all other stainless steel,throw out garbage. WINDOWS: Inspect front door and front windows daily. Front door shall be wiped down free of fingerprints. 1AR5:Jars on sales floor should be replaced out and cleaned Every two weeks.All Dirty Jars should be placed aside and be scheduled for alcohol cleaning. Replace Jars on demand if need be to avoid Jar Rot. WEEKLY DEEP CLEAN GEN BATH A WEEKLY DEEP CLEAN SHALL BE PERFORMED WHICH CALLS FOR A MOPPING AND DEEP CLEAN OF ALL AREAS OF THE SHOP INCLUDING INVENTORY AND BREAKROOMS. GEN SIGNITURE DATE BATH SIGNITURE DATE HOTN CULTIVATION COMPANY OPENING DAILY CHECKLIST Opening checklist shall be performed and completed no later than 10AM PREPACKED/INVENTORY_Inspect prepacked bud bins are fully stocked with a minimum of 10 grams/6 1/8ths/41/4s of each strain stock for loose leaf. Ensure all prepacks and inventory on sales floor are fully stocked. Inform inventory specialist or Supervisor of strains or products that need to be restocked. LIGHTS/STORE:Ensure that all retail display lights are on to include concentrate display case light, floor display lights,open sign light,A frame is out, all menus neat clean, and coffee is full and ready to go. Ensure that music is on and playing prior to opening. GENERAL CLEANUP:Sweep all common member areas,sweep all employee areas,wipe down all counters, remove all trash from areas,freeing all areas from clutter, removing all cups,coffee mugs,water bottles,soft drinks, and any other objects that make the store look substandard. BATHROOM:Clean mirrors, sweep floor, wipe down toilet, wipe down sink and all other stainless steel,throw out garbage. _ WINDOWS: Inspect front door and front windows daily. Front door shall be wiped down free of fingerprints. JARS:Jars on sales floor to be replaced out and cleaned Every two weeks.All Dirty Jars should be placed aside and be scheduled for alcohol cleaning. Replace Jars on demand if needed. WEEKLY DEEP CLEAN GEN BATH A WEEKLY DEEP CLEAN SHALL BE PERFORMED WHICH CALLS FORA MOPP NG AND DEEP CLEAN OF ALLAREAS OFTHE SHOP INCLUDING INVENTORY AND BREAKROOMS. GEN SIGNITURE DATE BATH SIGNITURE DATE Neighborhood Responsibility Plan H.O.T.N. Club will conduct business under the fictitious name of, DBA"Libra Crafted by HOTN" (Libra).The proposed location for Libra is located at 78010 Country Club Drive Suite 100-200, Palm Desert, CA 92211. The location is zoned Planned Commercial (P.R.), it is more than 600 hundred feet away from the nearest Elementary School, and is over 250 feet away from the nearest Residential Zone. Libra plans to operate as a Medical-Use (M) and Adult-Use (A) retail cannabis shop in the city of Palm Desert.The Company also plans to become licensed for non- volatile manufacturing, which will allow for in-house rolled-joints, bubble hash, and pressed rosin. Libra's main objective is to bring simple and clean cannabis products to the community in a safe, legal and,welcoming environment. Robert Fierro and Bradley Ulisky are the Founders and Directors of Libra. Mr. Fierro grew up in the Coachella Valley, and after pursuing his military career in the United States Marine Corp, he decided to move back to his home town to become more involved in his community. Robert brings a strong local connection to the neighborhood, which provides an opportunity for Libra to operate the dispensary in a manner consistent with local culture and values. In addition, Mr. Uiisky's high-level of experience in technology, business management, and marketing also heavily contribute to the brands' success. Committed to the community, Libra has teamed up with Save the Brave, a not-far-profit organization devoted to providing companionship and stress management tools for veterans suffering from post-traumatic-stress-disorder.Their programs address psychological, emotional, spiritual, and relationship challenges experienced during all stages of military deployment. The Company will continue to offer special pricing programs for all veterans. HOTN is committed to ensuring that our organization has a positive impact to the City of Palm Desert and the State of California. In order to achieve this, we have developed a set of Organization Plans with consideration for providing a Community Relations Plan, Local Ownership, Living Wage, Educational Awareness, Reduced Pricing Programs, and Compliant Packaging and Labeling for all products. In addition, we will also provide information on our plans for community improvement projects, charitable partnerships, and our history of successful community and charitable benefit efforts. A Community Relations Liaison will be made available to the City of Palm Desert and the Palm Desert Police Department to address any concerns or issues. We have appointed Bradley Ulisky, CFO as the Community Relations Liaison to all interested City Departments, Law Enforcement Officials, neighbors or nearby business owners, customers, and the general public. While we do not anticipate there will be any issues with Libra's operations, we encourage the community to bring any concerns with our procedures, or the behavior of our members to the Community Liaison for appropriate mediation and resolution. In addition, we will hold an open house for the community prior to opening to offer full transparency. We believe this will help alleviate any misconceptions the community may have and allow for a better understanding of the many benefits of the cannabis industry. Contactlibra@hotn.club Libra is committed to paying a living wage and intends to offer a complete benefits package to all full-time employees by the end of 2020. Libra's 2018 wage rates include the following: Part-Time Level—A-$12.50-$13.00 per hour Full-Time Level—B-$13.00-$13.50 per hour Full-Time Key Holder Level—C-$14.00- $15.50 per hour Assistant Manager$16.00-$18.00 per hour Manager$50,000 per year Libra will implement an Educational Awareness Program to inform customers of the new Adult- Use market (A) and the changes made to the Medical-Use market (M).This program will detail all benefits and concerns related to the cannabis industry. Libra plans to utilize these programs on a bi-weekly basis by holding cannabis workshops for our patrons. This will assist in guiding new cannabis users and ensure accurate information is being distributed within the Palm Desert Community. Libra takes pride and ownership in the direction of the local cannabis industry, and will continue to stay informed on key issues locally and statewide. Cannabis affects the mind, body and soul in many positive aspects, and many of our existing customers depend on cannabis to assist in balancing their daily lives. Libra is committed to provide safe access to medicine at affordable prices for everyone. Therefore, customers with unique circumstances and fixed-incomes are encouraged to come into the shop and speak to one of our Managers about special pricing options. Odor Control In order to mitigate any nuisance odor,the Company installs carbon filtration systems strategically throughout the building. At the Palm Desert location,the Company plans to install one filtration system at each end of the facility and one in the inventory room (see attachment).The system will circulate the existing air, minimizing outside odor. Libra will install three Vortex Power V-series fans and two 8" inch Phresh Filters (see attachment).The fans are commercial grade and capable of handling optimal filtration. Additionally,the Phresh filters are equipped with active charcoal, which absorbs most odors and has one of the highest absorption to density ratios for filtration. There are processes in place to ensure all filtration systems are up do date and working properly. All members of staff are trained to mitigate any unusual smell and report it to the proper channel.There will also be monthly and semi-annual checklist to address any maintenance or repairs. W.O.T.N. Club is committed to its neighbors and the local residents and businesses and will work to mediate any issues or concerns in a prompt and professional manner. Phresh Filter Difference I Phresh Filters 12/4/17,9:05 PM HOME(http J/www.phreshfilter,com/}/ PHRESH FILTER DIFFERENCE O 2017 Phresh Fl,ters .6", RSV nEiU:rt,Qifference Why Phresh@? • Half the weight • Lasts twice as long • Moves more volume of air per minute • Priced similar to competitive Filters • Largest selection of sizes Demand RC-48 Activated Carbon To ensure total air filtration,there are several Important Factors to consider.The first and most important Factor is carbon grade choice.Grade RC-48 carbon is derived from an ancient black coal deposit Found only in Western Australia.The part;cular deposit is dated at over 250 million years old.After being extracted,the RC-48 carbon is kiln activated at 1200*C In a saturated steam atmosphere.It is this process together with the coals unique density that causes the pores in the carbon to form.This activation process makes the RC- 48 carbon incredibly effective for the filtration of organic particles and other airborne materials.Because we use the purest available"activated virgin"carbon and our granulated carbon has more surface area than pelletized carbon,we can use significantly less carbon,thus making our filters half the weight of competitive filters.Other key factors that have been incorporated into PhreshS Filters are a perfect combination of granulate size,carbon surface area and carbon bed depth. ti • Phresh®Fi.ter RC 48 Australian Carbon Competitor Filter Carbon Installation is a Breeze The world's lightest carbon filters,at less than half the weight of competitors,Phresh Filters are easier to handle,install,transport and remove. Standard Laboratory Equipment Phresh®Filters are used by labs,plant breeding,germplasms,tissue culture and commercial greenhouses for their total airstream filtration requirements.This professional-grade equipment Is now available to hobbyists world-wide.Control your growing environment with the best fitters available on the market. More From Less CTC or"airstream removal tests"(ASTM D 3467.94)prove that our carbon can absorb 108.3%of its own weight.This is how our small,but powerful Filters produce higher CFM and filtration at half the size&weight of competing filters. Extend the Life of Your Filter To get the optimum product life from your Phreshiy Filter,it should be used with the provided pre-filter sock.This pre-Filter sock catches the large dust particulates and foreign materials which if allowed to come in contact with the carbon will ultimately clog the outer surface of the carbon before total internal saturation has been achieved.When this happens it unnecessarily shortens the product!ife of the Filter.It is recommended that the prefilter be machine-washed or replaced every s:x months.Extremely dusty environments may require a more regular clean_ng program.Ideally,maximum air temperatures should be kept below 95'F(35'Q.Relative humidity should be kept below 75%at all times.Remember,carbon will absorb moisture and will take up"space"in the carbon particulate,reducing.ts life span. Life Expectancy There is no given limit to the life expectancy of RC48 carbon and your Phresh®Filter.The total life span can only be governed by the amount of impurities absorbed by the carbon over time.The rate of air movement through the carbon bed,total air impurties and climatic conditions are the factors that determine the speed at which the porous carbon granules reach maximum capacity.Phresh,&uses on,y RC-48 carbon.There Is a global-ndustry standard where carbon Is tested for"ID factor"and are given an"iodine number"to American ATSM standards.ID factor can simply be explained as the measurement of the amount of iodine in milligrams that can be absorbed by a single gram of activated carbon. The higher the ID factor,the higher the absorption,rate.The average coal based carbon is around 500 mg/g ID.On the other hand,RC-48 carbon has a guaranteed analysis of 1050 mg/g ID.All this said,as a guide rather than a rule,we suggest that a Phresh®Filters will last a typical user around two years. http://www.phreshfiller.com/page/phresh-filter-difference Page 1 of 2 nI � l l CGb Y7�1�1"dG30 MT/�1NaW3 _ �•��•a�aw� 3N21Q ta(t'17 J.L1NlIp7 O l O-Q L p l e !� 6 SN 4491 i/1021dW1 1NdN��.AZIV5N3d5EG Ila fit Jill! II f`A MESS 47 n U � III � •-. �a 4 � � F I � - 'a�a .eras' �.►a I WWOMORRMN M1 4li Phresh Filter Blueprint 1 Phresh Filters 12/4117,9:06 PM HOME(httP-1/www.PhreshFlter,com/)/ PHRESH FILTER BLUEPRINT O 2017 Phresh Filters r, Rthr/ nE1Uj7c8tueprint e= O 1. Aluminum tops&bases For reduced weighL Half the weight of competitive filters. 2. 46mm(1.8")RC-48 activated,certified virgin carbon bed. 3. Machine packed carbon means more carbon&less movement. X._ 4. Cone shaped Internal base for optimum air Flow. 5. Sealed,bagged,boxed&labeled directly after being manufactured For optimum life span,handling&presentation. 6. 51%open air custom mesh. 7. Unique"Anti Air Bypass"System. 8. Large selection of sizes available to root any application. r NOTE:a high-quality,custom fit prefilter is included with every Phresh Filter. Phresh®Filter RC 48 Austral'an Carbon Competitor Filter Carbon http://www.phreshfilter.com/pagelphresh-filter-blueprint Page 1 of 1 Vortex Powerfans-V-Series 12/4/17, 9:04 PM ONLINE STORE fuSO) ONLINE STORE(CAa) Ventilation Products u-ca1 vv ft FT tt=,q T% Manufacturer fix,s r,�;eh._san_n 1 HOME PROQUM APPL;:A:'UNS ASOM iJ$ FAQ ENVIRONMENT V—Series DLsignerlfar silence,huiltfor power VTX SERIES vSIAPM SLIN'. V-12XL V-14XL v,1exL Aerodynamic design allowing mere air flow, 100%speed control-able,easing air flow: Heavy gage steel casing with a hammertone powder coat better balancing of the ventiladon system finish,making it more sound absorbing and rustproof. speed control) • High quality maintenance-free balanced motor.equipped Extended co.ar andilp,allowEng easy duc with a nfixed Raw impeller,alit-nIng an extrum0y qu et - Permanently lubricated maintenance-freE operation. motor Pnv+er cord inc,did 3 year m,illrlfacturers warranty. Dci nrLwdab!s V-Series PDFFlip V-SERIES Eutociim V-SER)ES MANUAL v V Series View r�PIES ' v 12XL V-14XL vnsxL Atl d-:rrensions m linh 4 T Opri-.rrnlgalvanized mounting brackets for horizontal or vetlical Installation.(sold separately) 40 51:10ble for V-Series InOdels V-12XL&V-14XL Y-Series air performonve grata h +.., ., V-Series performance data hitP://vortexpowerians.com/v-series Page 1 of 2 ACORO HOTNI-1 CERTIFICATE OF LIABILITY INSURANCE DA7E(MWDD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.PJ2 HIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE PO17 LICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsements. PRODUCER 253-475-7700 Acr Brian Insurance West Simpson 11602 101st ave a PHONE 253-475-77p0 FAX Puyallup,WA 98373 No.Ext: ,No,253-446-9505 Brian Simpson ran nsurancewes nc.com INSURERS AFFORDING COVERAGE NAIC e INSURER A;Intl-Ins.CO.of Hannover INSURED H•O,T,N,CLUB INC. SE Pedro Ordonez INSURER B- 68945 VISTA CHINO,BLD A INSURER C: CATHEDRAL CITY,CA 92234 INSURER 0: INSURER E INSURER F, COVERAGES ERTIFI ATE N M ER: REVI I N NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ODL UBR POLICY EFF POLICY EXP f POLICY NUMBER UMW A X COMMERCIAL GENERAL LIABILITY CLAIMS-MADE X OCCUR EACH OCCURRENCE $ 1,000,000 X IK21 XO01425-01 04/04/2017 04/04/2018 DAMAGE TO RENTED $ 100,000 MED EXP(Any one arson S 1,000 GEN'L AGGREGATE LIMIT APPLIES PER. PERSONAL&ADV'NJURY 5 1r000,000 X POLICY❑PP& ❑ LOC ENERAL AGGREGATE $ 2,000,000 OTHER' PRODUCTS-COMPIOP AGG S Excluded AUTOM0131LE LIABILITY OCOMBINPDGLE L1MITANY AUTO S OWNEDSCHEDULED Per arson S AURTEp�S ONLY gUpTNOgWNEpAUTOS ONLY AR04i pNLY Per accident S AGE s UMBRELLALIAB OCCUR EXCESS LIAR CLAIMS.DE EACH O CURRENCE S DED I RETENTION$ AGGREGATE S WORKERS COMPENSATION I PER AND EMPLOYERS'LIABILITY OTH- AANY PROPREIETgO�RqMARTNERIEXECUTIVE YIN N {Mind tpry In NH)EXCLUDED? N/A EL EACH ACCIDENT $ If es.tlescr be under E L DISEASE-EA EMPLOYE S RIPTION F OPERATIONSbelow E L DISEAS -POLICY LIMIT DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more specs Is required) RE:78010 County Club Drive Suite 100&200, Palm Desert,CA 92211 Certificate Holder named as Additional Insured In regards to General Liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Spinello Property THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Management LLC ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 1419 Cathedral City,CA 92234 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) C 1988.2015 ACORD CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD City Of Palm Desert / Department of Community Development C CANNABIS REGULATORY PERMIT 73-510 Fred Waring Drive a Palm Desert•California•92260•(760)346-0611 •Fax(760)776-6417 Applicant: H.O.T.N. Club Telephone: 760-832-7614 Mailing Address: 68945 Vista Chino Fax number: city: Catheral City state: CA Zip: 92234 Email: eontactlibra@hotn.elub Representative: Bradley Ulisky Telephone: 724-355-5457 Mailing Address: 34120 Denise Way Fax number. city: Rancho Mirage state: CA zip: 92270 Email: Bradley@hotn.club 24-Hr Emergency Contact Manager: Pedro Ordonez Primary Telephone: 760-409-6169 Email: pedro@hotn.club Secondary Telephone: Community Relations Manager: Bradley Ulisky Primary Telephone:724-355-5457 Fax Number: Email Address: Bradley@hotn.club Email: Type of Business Entity(as described In Section 5.101.13.1): Mutual Benefits Corporation Type of Cannabis Business(Dispensary, Cultivation,etc...): Dispensary, Light manufacturing Type of State license obtainedipursuing: Dispensary, non Volatile Manufacturing Project Address(s):78010 Country Club Drive Suite 100, 200 Palm Desert CA Assessor Parcel Number(s): 748-380-018-7 Zoning Designation: Planned Commercial General Plan Designation: Property Owner Authorization: The undersigned states that they are the owner(s) of the property described and herein give authorization for the filing of the application. "JJB skc,n� e� Bovi no 12/9/17 Sign Lure Print Name Date Applicant I Representative Signature: By signing this application I certify that the information provided is accurate, I understand that the City might not approve what I am applying for and/or might require conditions of approval. Bradley Ulisky 12/9/17 Signature Print Name Date OFFICE USE ONLY Permit submitted with CUP City of Palm Desert Cannabis Regulatory Permit 1. PURPOSE: In coordination with review of a Conditional Use Permit application, and as a continued requisite to operate a commercial cannabis business, all cannabis business operators are required to apply annually for the Cannabis Regulatory Permit. This permit will be issued to the applicant of the cannabis business only, and is required to remain valid during business operations. Any lapse in activity of the permit will result in revocation of the permit and cessation of the cannabis business, II. SUBMITTAL REQUIREMENTS: 1. Regulatory Permit Form completed with required signatures. 2. Required documents, exhibits and plans as described in P.D.M.0 Chapter 5.101 and below III. PROCEDURE: Initially, a Cannabis Regulatory Permit must be applied for along with the Conditional Use Permit (CUP) application for all commercial cannabis businesses. Once a CUP is approved by the City's Planning Commission, the Business License Division of the Community Development Department will issue a Cannabis Regulatory Permit. The permit is issued to the business owner or operator only. Any changes In the business's ownership will require a new or amended Cannabis Regulatory Permit. In addition, a Cannabis Regulatory Permit Is valid for one (1) year and must be applied for annually along with a Business license. IV. APPLICATION CHECKLIST: Applicants are required to provide the following Information when applying for a Cannabis Regulatory Permit: 1. A description of the statutory entity or business form that will serve as the legal structure for the applicant and a copy of its formation and organizing documents, including, but not limited to, articles of incorporation, certificate of amendment, statement of information, articles of association, bylaws, partnership agreement operating agreement, and fictitious business name statement. 2. A legible copy of each applicant's photo Identification, such as a state driver's license, a passport issued by the United States,or a permanent resident card. 3. A list of the license or permit types(including license or permit numbers)held by the applicant that involve the operation of a commercial cannabis business, including the date the license or permit was issued and the jurisdiction or State license authority that issued the license or permit. 4. Whether the applicant has been denied a license or permit by the City, any other Jurisdiction, and/or the State that involves the operation of a commercial cannabis business.The applicant shall provide a description of the license or permit applied for,the name of the jurisdiction or State license authority that reviewed the license or permit application, and the date of dental. 5. The proposed commercial cannabis business's physical address,telephone number,website address,and e-mail address. 6. A list of every fictitious business name the applicant is operating under including the address where the business is located. 7. Financial.information including the following: a. A list of funds belonging to the commercial cannabis business held in savings, chepking, or other accounts maintained by a financial institution. The applicant shall provide for each account, the 2 City of Palm Desert Cannabis Regulatory Permit financial institution's name, the financial institution's address, account type, account number, and the amount of money in the account. b. A list of loans made to the commercial cannabis business. For each loan,the applicant shall provide the amount of the loan, the date of the loan, term(s)of the loan, security provided for the loan, and the name, address, and phone number of the lender. c. A list of investments made into the commercial cannabis business. For each investment, the applicant shall provide the amount of the Investment, the date of the investment, term(s) of the investment, and the name, address,and phone number of the investor. d. A list of all gifts of any kind given to the applicant for its use In conducting commercial cannabis business. For each gift the applicant shall provide the value of the gift or description of the gift, and the name, address, and phone number of the provider of the gift. 8. A list of each applicant's misdemeanor and felony convictions, if any. For each conviction,the list must set forth the date of arrest, the offense charged, the offense convicted, the jurisdiction of the court, and whether the conviction was by verdict,plea of guilty, or plea of polo contendre. 9, A complete and detailed diagram of the proposed premises showing the boundaries of the property and the proposed premises to be permitted, showing all boundaries, dimensions, entrances and exits, interior partitions, walls, rooms, windows, doorways, and common or shared entryways, storage areas and exterior lighting. The diagram must show the areas In which all commercial cannabis business will take place, including but not limited to, limited-access areas. 10. A security plan, as a separate document, outlining the proposed security arrangements to deter and prevent unauthorized entrance into limited access areas and theft of cannabis, in accordance with minimum security measures required by state law and measures identified in Section 5.101 M.5 of the Palm Desert Municipal Code. The security plan shall be reviewed by the Palm Desert Police Department and the City Manager and shall be exempt from disclosure as a public record pursuant to Government Code Section 6255(a). 11. A comprehensive business operations plan that includes the following: a. Business plan. A plan describing how the commercial cannabis business will operate in accordance with this code, state law, and other applicable regulations. The plan shall include operational, banking, and personnel procedures to ensure adequate business knowledge, modeling and support. b. Community relations plan. A plan describing who is designated as being responsible for outreach and communication with the surrounding community, including the neighborhood and businesses, and how the designee can be contacted. d. Neighborhood responsibility plan. A plan addressing any adverse impacts of the proposed commercial cannabis business on the surrounding area. e. Odor control plan. A plan identifying odor control methods, including, but not limited to, use of odor absorbing ventilation and exhaust systems, negative air pressure,and other treatments. f. Insurance. The applicant's certificate of commercial general liability Insurance and endorsements and certificates of all other insurance related to the operation of the commercial cannabis business. f. Budget. A copy of the applicant's most recent annual budget for operations. 12. The name and address of the owner and lessor of the real property upon which the commercial cannabis business is to be operated. In the event the applicant is not the legal owner of the property,the application must be accompanied with a notarized acknowledgement from the owner of the property that a commercial cannabis business will be operated on his or her property 3 City of Palm Desert Cannabis Regulatory Permit 13. Authorization for the city manager to seek verification of the information contained within the application. 14. A statement in writing by the applicant that he or she certifies under penalty of perjury that all the information contained in the application is true and correct. 15. A full and complete copy of the applicant's most current application submitted to and approved by the applicable State licensing authority(only applicable on a renewal basis). 16. The name,address,telephone number, title,and function of each of the interested parties described below: a. A permittee shall provide the city with names and addresses of all of the following interested parties: I. Persons with at least a 10% interest in the commercial cannabis business; ii. Partners, officers,directors, and stockholders of every corporation,limited liability company, or general or limited partnership that owns at least 10%of the stock, capital, profits, voting rights, or membership interest of the commercial cannabis business or that Is one of the partners In the commercial cannabis business; III. The managers of the commercial cannabis business; and the staff of the commercial cannabis business. b. All interested parties, as described in the subsections listed above, must submit to fingerprinting and a criminal background check by the city. c. No person shall be an interested party, as described in subsection A of this Chapter 5.101 of the P.Q.M.C., if he or she is charged with or convicted of a felony; has been charged with or convicted of a violation of California Penal Code section 186.22 (participation In a criminal street gang); or is currently on parole or probation for an offense relating to the sale or distribution of a controlled substance. "Convicted"within the meaning of this section means a plea or verdict of guilty or a conviction following a plea of nolo contenders was entered, but does not include any plea, verdict, or conviction that is expunged pursuant to California law or a similar federal or state law where the expungement was granted. "Charged" within the meaning of this section means (1) an indictment was issued by a grand jury, or an information, complaint, or similar pleading was issued by the United States Attorney, district attorney, city attorney, or other governmental official or agency authorized to prosecute crimes, and (2) the criminal proceedings are currently pending. 4 City of Palm Desert Cannabis Regulatory Permit OWNER AND/OR OWNER'S AUTHORIZED AGENT AFFIDAVIT STATE OF CALIFORNIA } COUNTY OF RIVERSIDE ) CITY OF PALM DESERT } I,(we), 1AJ4 V` F �� being duly sworn depose and declare to the best of knowledge that the (my our) foregoing is true and correct under the penalty of perjury: EXECUTED AT: Cc- "`w'-"1 6?) (CI ) (STATE) DATE: 1 1 (MONTH) (DAY) (YEAR) APPLICANT,OWNER AND/OR OWNER'S AUTHORIZED AGENT: (Print Name)I (Signat e) �45 VL1� C� ,�� (Mailing Address) Ca4;iv� � CAY J CA (City, State and Zip) (Area Code)Telephone Number 5 City Of Palm Desert I Department of Community Development CONDITIONAL USE PERMIT APPLICATION 73.510 Fred Waring Drive•Palm Desert•California•92260•(760)346-0611 *Fax(760)776.6417 Applicant: H.Q.T N.Club Telephone: 7608327614 Mailing Address: 68945 Vista Chine Suite A Fax number: City. Cathedral Ctty Slate: CA Zip: 132233 Email: Property Owner: Sherri Bovino - Managing Owner Telephone: Mailing Address: 2455 Campus Drive Irvine,CA 926,2 Fax number. City: Irv'ne State: CA Zip: 9266 Email: Representative: 7243555457 Bradley Ulisky Telephone: Mailing Address: 34120 Denise way Fax number. City: Rancho M rang State:CA Zip: Q?Ta Email: bradieyOhotn.club Please send correspondence to(check one): X Applicant Property Owner Representative Project Address(s): 78010 Country C!ub Drive Assessor Parcel Number(s): 748-36O-016-7 Existing Zoning: Plarrptlfommercia! General Plan Designation: Project Request(describe specific nature of approval requested): Sri:AtacnmamM lrr OasasG Property Owner Authorization: The undersigned states that they are the owner(s) of the property described and herein give authorization for the fling of the application. !9• Sherri Bovino 12/9/2017 Signs re Print Name Date Applicant I Representative Signature: By signing this application I certify that the information provided is accurate. I understand that the City might not approve what I am applying for and/or might require conditions of approval. Bradley Ulisky 12/9/2017 'gighgrure Print Name Date OFFICE USE ONLY PROJECT NO: CUP DATE: ACCEPTED BY: City of Palm Desert Conditional Use Permit Application I. PURPOSE: In order to give the use regulations the flexibility necessary to achieve the objectives of the Zoning Ordinance In certain districts, conditional uses are permitted subject to the granting of a conditional use permit. Because of their unusual characteristics, conditional uses require special consideration so that they may be,located properly with respect to the objectives of the zoning regulations and with respect to their effects on surrounding properties. In order to achieve these purposes, the Planning Commission Is empowered to grant or deny applications for conditional use permits for such conditional uses as are prescribed in the district regulations and to Impose reasonable conditions upon the granting of conditional use permits; subject to the right of appeal to the City Council. II. SUBMITTAL REQUIREMENTS: 1. Application Form completed with required signatures. 2. Required exhibits and plans as described in the application. III. PROCEDURE: Prior to the submittal of the Official application, the applicant should review the proposal with the Director of Community Development After preliminary review, the applicant files the official request for approval of the conditional use permit Staff will investigate the request, prepare a written report to the Planning Commission, publish legal notices, and notify adjacent property owners of the public hearing. The Planning Commission hearing usually occurs six to eight weeks after the official filing date, at which time they will review the conditional use request along with related preliminary architecture, site design, and landscaping. Once the conditional use permit is approved, the applicant then submits detailed construction plans for review. If the request is denied,the applicant may file an appeal within 15 days for a hearing before the City Council. A. Applicant to submit complete application to the Department of Community Development for staff review. B. Project goes before the Planning Commission for public hearing on use permit. Once the project is approved or denied there is a 15-day appeal period, if the project is appealed, then it will be noticed and a hearing will lake place before the City Council. C. If the project presented to the Architectural Review Commission then it will return to the Commission for final approval of construction drawings. IV. APPLICATION CHECKLIST: APPLICATIONS WILL NOT BE ACCEPTED IF ANY EXHIBITS ARE NOT INCLUDED All plans and exhibits must be full size set of plans (typically 24"x3611) to scale, folded to a maximum size of 8%"x13." All plans must be designed to meet all applicable requirements as described in this application. 10 Complete sets of preliminary plans (typically 24"46") as described in Section V of this application, folded to a maximum size of SA"x13" (scaled 11"x17" size plans may be substituted, if appropriate). A complete set of drawings include the following: Site Plan Floor Plans 1 Statement of Use 1 CD or other electronic format of digital files (PDF)for all plans 3 Sets of typed, self-adhesive mailing labels for adjacent property owners within 300'of the protect 3 Copies of a typed listing of surrounding property owners 1 Set of Assessor's Parcel Map(s) illustrating the subject property and the surrounding properties within 300 feet. Draw boundary of subject property and 300 foot radius in red. 2 City of Palm Desert Conditional Use Permit Application V. EXHIBIT REQUIREMENTS CHECKLIST: APPLICATIONS MAY BE REJECTED IF PLANS DO NOT INCLUDE AT LEAST THE FOLLOWING INFORMATION. APPLICANTS ARE STRONGLY URGED TO CONTACT STAFF IN THE PLANNING DEPARTMENT PRIOR TO SUBMITTING AN APPLICATION. A. SITE PLAN: APPLICANTS ARE STRONGLY URGED TO CONTACT STAFF IN THE PLANNING DEPARTMENT VERY EARLY IN THE PLANNING PROCESS AND PRIOR TO SUBMITTING AN APPLICATION. Name,address,and phone number of property owner,applicant, engineer and architect Scale, not less than 1"=30' North Arrow Vicinity map Including project address/location Fully dimensioned subject parcel boundaries Abutting streets and right-of-ways,dimensioned (consult with Department of Public Works) Existing/proposed street(s) and width(s) including: centerline, median islands, parkway width, and sidewalk(s)dimensions Access and driveway dimensions Location and dimensions of all existing and proposed easements All utility line locations (gas,electric, cable,water and sewer) ADA ramps, paths and path of travel All existing and proposed structures All building setbacks from property lines Building dimensions(include roof overhangs) Location,elevations and height of proposed walls and fences Location of trash enclosures Parking layout with dimensions of stalls,aisle widths, walkways and surface type Map Legend including: Gross and net acreage of parcel(s) Gross and net floor area of structure(s)and type of use Required and proposed number of parking spaces(including handicap) Lot coverage (percentage of land covered by building(s)) Landscape percentage in and adjacent to the parking area B. FLOOR PLANS: Dimensions of interior rooms Label all rooms Dimensions of all exterior components C. EXPANDED STATEMENT OF USE: The applicant shall provide a full description of the activity/use being proposed, giving a detailed explanation of the use and/or facilities involved and the objectives of the applicant. Example: If proposing a new massage establishment, the statement of use should include hours of operations, number of employees, number of clients per hour, are the appointments walk-in customers or appointments only, and so on. 3 City of Palm Desert Conditional Use Permit Application D. PROPERTY OWNER INFORMATION: The applicant shall provide the Department of Community Development with three (3) copies of property owners and their addresses for all parcels within 300 feet of the proposed conditional use. The three (3) lists shall be typed on self-adhesive mailing address labels. The lists shall also include the owner of the property under consideration.These property owner names may be obtained in one of the two following manners: o Contact a title company and request that they furnish you with a list of names and mailing labels, for which there will probably be a fee,for the list. o You may obtain them yourself in the following manner: • Secure from the County Assessor's Office parcel maps covering your application and all lands within at least 300 feet. ■ Indicate the area of your request by a red outline on the parcel maps. ■ Delineate,in red,all property within 300 feet of the area of your request. ■ From the parcel map, make a list of book, page, block number, and parcel number within the above 300-foot area. • Using the Visual Numerical Index File, which is to be found in the County Assessor's Office, place the name and address for each parcel opposite the number described in No.4 above. ■ Sign affidavit attesting to name list. ■ Return this list with your application to the Department of Community Development. 4 City of Palm Desert Conditional Use Permit Application SAMPLE OF 300-FOOT RADIUS MAP {SAMPLE} Assessors Map D O _ /2 !3 12 17 16 15 14 �24 rr 10 9 � M1 too• 9 15 rs E! 22 8 1Q 14 !T 20 T 1 f f3 !8 !9 SU$"JECT 122 6 !2 5 PARCEL 6 5 f3 ? f! 10 g 8 123 4 14 O M 3 15 2! 20 !9 IG f7 f6 z J6 121 !0 !1 f 17 12 15 !4 13 NOTE! THE SUBJECT PARCEL AND THE THREE HUNIREO FOOT PERIMETER LINE ARE TO BE OUTLINED IN RED, 5 City of Palm Desert Conditional Use Permit Application OWNER ANWOR OWNER'S AUTHORIZED AGENT AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) CITY OF PALM DESERT ) I, (we), vOvof eing duly sworn depose and declare to the be of _ knowledge that the foregoing is true and correct under the ry: EXECUTED AT: � �(a C A (CITY) (STATE) DATE: (MONTH) (DAY) (YEAR) APPLICANT, OWNER AND/OR OWNER'S AUTHORIZED AGENT: n �� (Prin Name) ��u A/W/- (Signature) _ km-vo, alo A (Mailing Address) otek C14-1 r CP (City,State and Zip) Zv ?r :5-11 5 ( ea ode)Telephone Number lx City Manager Authorization Form H.O.T.N. gives the City Manager authorization to seek verification of the information contained within its application for a cannabis regulatory permit. Date: �J Robert Fierro, CEO �5" OAV Date. Bradley Ulisky,CFO Interested Parties 1. Name: Robert Fierro Title: Chief Executive Officer Address: 65855 81h Street Desert Hot Springs, CA 92240 2. Name: Bradley Ulisky Title: Chief Financial Officer Address: 34120 Denise Way Rancho Mirage, CA 92270 3. Name:Sergio Flores Title:Secretary Address:84145 Huntington Ave Coachella, CA 92236 Personnel List Managers 1. Robert Fierro 2. Bradley Ulisky 3. Pedro Ordonez 4. Sergio Flores Assistant Manager 1. Rogelio Fierro Key Holders 1. Michael Hodges 2. Elaine Irwin Budtenders 1. Haley Buttles 2. Omar Carrasco 3. Alyssa Escobedo 4. Jimena Lopez 5. Rafael Vega PLANNING COMMISSION STAFF REPORT CITY OF PALM DESERT COMMUNITY DEVELOPMENT DEPARTMENT MEETING DATE: August 7, 2018 PREPARED BY: Eric Ceja, Principal Planner REQUEST: Consideration of a request for a 1,200-square-foot retail cannabis business for West Coast Cannabis Club located at 74-495 Highway 111; and to adopt of a Notice of Exemption in accordance with the California Environmental Quality Act (CEQA). Recommendation Waive further reading and adopt Planning Commission Resolution No. 2732 approving Conditional Use Permit 17-0017 for the establishment of a 1,200- square-foot adult use and medicinal retail commercial cannabis business to be located at 74-495 Highway 111, subject to the conditions of approval. Background Analysis A. Property Description: The parcel is located at the southwest corner of Deep Canyon Road and Highway 111 and is 1.02 acres in size. The property is a single story, 14,611-square-foot, commercial building. The building is comprised of retail and food and beverage tenants. The property has 190 feet of frontage along Palm Desert Drive South, and 77 feet of frontage along Deep Canyon Road. Both frontages are improved with public parking and landscape. Vehicular access to the site is provided along Palm Desert Drive South and a driveway with rear parking to the east of the proposed site. Vehicle parking is also a provided at the rear of the building and along Palm Desert Drive South. B. Zoning and General Plan Designation: Zone: Downtown District (D) General Plan: Downtown C. Adjacent Zoning and Land Use: North: Downtown Edge Overlay (DE-O) — Various commercial uses South: R-3 — Residential Multiple Family East: PC (2) - Planned Commercial West: Downtown (D) — Various commercial uses August 7, 2018 - Staff Report Case No. CUP 17-0017 West Coast Cannabis Club Page 2 of 4 Proiect Description The project includes tenant improvements for a new cannabis retail operation at 74-495 Highway 111. The applicant, West Coast Cannabis Club, is pursuing City and State permits for the operation of a retail cannabis operation. Vehicle parking is provided along Palm Desert Drive South, as well as in the rear of the building with driveways at Palm Desert Drive South and Deep Canyon Road. Pedestrian and customer access is provided through two entrances, one to the north facing the walkway along Palm Desert Drive South and one to the south facing the rear parking lot and walkway. Tenant improvements include the following: • A 900-square-foot Retail Showroom • Check-in Areas • Security Vestibules • Office • Storage Areas • Vault Room In addition, the improvements include several security features and improvements to the air handling system to mitigate any odors. There is no on-site consumption of cannabis products at this site. The retail operation is expected to be open seven (7) days a week between the hours of 8:00 a.m. to 10:00 p.m. The business expects to have six to 10 employees on-site during business hours including on-site security personnel. Analysis A. Commercial Cannabis Businesses: In October 2017, the City Council adopted Ordinance No. 1329, establishing a comprehensive set of regulations for commercial cannabis businesses. Those regulations are codified in Section 25.34.120 of the Palm Desert Municipal Code (PDMC). The Cannabis Ordinance limits the total number of cannabis retailers, limits the location of cannabis retailers to commercially zoned properties, and further limits their location by requiring a 1,500-square-foot separation from other cannabis businesses and 1,000-square- foot separation from schools, daycare, and youth centers. Lastly, all commercial cannabis businesses are required to submit a Conditional Use Permit (CUP) and Cannabis Regulatory Permit. The applicant has submitted all information requested for the review of both applications. B. Land Use Compatibility: The City's "One Eleven Development Code" identifies this property as "Downtown" and allows most retail uses by right. In 2017, the City Council adopted commercial cannabis regulations \\srv-fil2k3\groups\Planning\Eric Ceja\Cannabis\Cannabis\Hpplications\CUP 17-0017 WCCC\PC\PC Staff Report-WCCC.doc August 7, 2018 - Staff Report Case No. CUP 17-0017 West Coast Cannabis Club Page 3of4 that permit cannabis retailers in the Downtown zoning district, subject to the approval of a CUP. The applicant has complied with PDMC requirements for submittal of the appropriate applications and is located in a zone that permits retail cannabis businesses. The existing building contains mostly retail tenants along with a restaurant (Subway) and liquor store. The proposed cannabis business is identified for retail use; however, they are pursuing dual licenses with the State Bureau of Cannabis Control for both medicinal and adult use sales. As a retail use, the cannabis operation is permitted by the City's Zoning Ordinance and there is nothing in the original approval of the site that prohibits retail use at this building. Since the building is located along the City's major commercial corridor, Highway 111, the use is compatible with the existing businesses in the office building and other commercial uses in the vicinity. C. Security: The applicant is proposing a number of security measures to ensure the safety of their customers and the existing businesses at the site. Patrons of the retail operations first enter the suite and are checked-in at the front desk. The front desk staff confirms that the customer is of age and is eligible to make a cannabis purchase. In addition, only a certain number of customers are allowed in the retail showroom at any one time; therefore, the lobby area doubles as a check-in and waiting area. Staff within the lobby and elsewhere in the operation are provided with panic buttons should issues arise. In compliance with the City's cannabis regulations, security cameras are provided throughout the retail operation, including the entries and exits to monitor customer activity. Lastly, the retailer is proposing to employ on-site security during business hour operations. D. Odor Control: The applicant proposes odor mitigation measures to combat nuisance odors from cannabis. Although cannabis odor for a retail operation is not as strong as a cultivation operation, odors are still present and are a primary concern for many surrounding businesses. As such, the City's Cannabis Ordinance requires applicants to provide methods for odor mitigation. The applicant is proposing to use a series of methods to limit odors from the operation. Three (3) charcoal filtered exhaust ducts are to be mounted above all odor emitting activities. In addition, the applicant will be lining all walls between reception and retail areas, as well as shared walls with neighboring suites, with insulated furring from floor to ceiling to prevent possible odor from permeating the walls or construction joints. The applicant will also install high-velocity air curtains on all doors and windows attached to areas where odor may occur or within the path of travel. In consultation with other jurisdictions that allow cannabis businesses, odor control is an on- going issue that needs to be addressed on a case-by-case basis. Staff is proposing a condition requiring, should odor become an issue, the applicant must take additional measures to mitigate the issue or have the regulatory permit revoked. \\srv-fil2k3\groups\Planning\Eric Ceja\Cannabis\CannabisWpplications\CUP 17.0017 WCCC\PC\PC Staff Report-WCCC.doc August 7, 2018 - Staff Report Case No. CUP 17-0017 West Coast Cannabis Club Page 4 of 4 Public Input A public hearing notice was mailed to all property owners within 300 feet of the proposed use. In addition, the public notice was published in The Desert Sun on July 28, 2018. To date, the Community Development Department has not received any correspondence in favor or in opposition to the proposed use. Conclusion The applicant has gone through an extensive review process with City staff for compliance with the newly adopted City and State cannabis regulations. Staff believes that the applicant has demonstrated that their operation can be successful in this location, the use is compatible with the existing and surrounding businesses, and the odor and security issues meet the intent of the ordinance and can continuously be improved should nuisances arise. Since the cannabis industry is new to Palm Desert, staff foresees heavy oversight of the business, and should any issues arise, such a blatant disregard for nuisance issues, the CUP can be revoked and the business suspended from continued operations. Environmental Review For the purposes of the CEQA, the Director of Community Development has determined that the proposal is categorically exempt under Section 15301, Class 1 (Existing Facilities) of the State CEQA Guidelines and a Notice of Exemption can be adopted. Findings of Approval Findings can be made in support of the project and in accordance with the City's Municipal Code. Findings in support of this project are contained in Planning Commission Resolution No. 2732, attached to this staff report. LEGAL REVIEW DEPT. REVIEW FINANCIAL REVIEW CITY MANAGER N/A N/A N/A Robert W. Hargreaves Ryan Stendell Janet Moore Lauri Aylaian City Attorney Director of Community Director of Finance City Manager Development APPLICANT: Kenneth Churchill and West Coast Cannabis Club 68-828 Ramon Road Cathedral City, CA 92234 ATTACHMENTS: 1. Draft Planning Commission Resolution No. 2732 2. Public Hearing Notice 3. Notice of Exemption 4. Exhibits Provided by the Applicant \\srv-fil2k3\groups\Planning\Eric Ceja\Cannabis\Cannabis\Npplications\CUP 17.0017 WCCC\PC\PC Staff Report-WCCC.doc PLANNING COMMISSION RESOLUTION NO. 2732 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF PALM DESERT, CALIFORNIA, APPROVING A CONDITIONAL USE PERMIT FOR A RETAIL CANNABIS BUSINESS LOCATED AT 74-495 HIGHWAY 111; AND ADOPTING A NOTICE OF EXEMPTION IN ACCORDANCE WITH THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) CASE NO: CUP 17-0017 WHEREAS, the Planning Commission of the City of Palm Desert, California, did on the 7th day of August 2018, hold a duly noticed public hearing to consider the request by Kenneth Churchill and West Coast Cannabis Club for approval of the above-noted; and WHEREAS, the City Council of the City of Palm Desert adopted Ordinance No. 1329, allowing commercial cannabis businesses, including retail dispensaries, within the City; and WHEREAS, Ordinance No. 1329 established comprehensive regulations for commercial cannabis businesses, including standards for business operations, and permit requirements; and WHEREAS, the applicant has submitted a Conditional Use Permit (CUP) and Cannabis Regulatory Permit to operate a retail cannabis business, and provided all required information including a business plan, security plan, neighborhood and community outreach plans, and background information, in accordance with the City's commercial cannabis business requirements; and WHEREAS, the location of the retail cannabis business is located in the City's "Downtown" zoning district and, meets the City's separation and distance requirements, is permitted subject to the approval of a CUP and Cannabis Regulatory Permit; and WHEREAS, the applicant has demonstrated compliance with the City's 1000- square-foot separation requirements from schools, daycares, and youth centers; and WHEREAS, nuisance issues, including, but not limited to, odor and security, are mitigated in accordance with the City's cannabis regulations, and the project is conditioned to respond to any issues immediately or be subject to revocation of said cannabis regulatory permit; and WHEREAS, the project complies with the goals and policies contained in the City's General Plan that promote a diverse, growing, and resilient local economy; and WHEREAS, pursuant to section 21067 of the Public Resources Code, Section 15367 of the State California Environmental Quality Act (CEQA) Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.), and the City of Palm Desert's ("City's") Local CEQA Guidelines, the City is the lead agency for the proposed project; and WHEREAS, as the lead agency, the City has reviewed the proposed project and determined that, as the business is locating in an existing developed building and site, that PLANNING COMMISSION RESOLUTION NO. 2732 the project is exempt under Section 15301, Class 1 "existing facilities" of the CEQA and that the Planning Commission can adopt a Notice of Exemption of environmental review; and WHEREAS, as contained herein, the City has endeavored in good faith to set forth the basis for its decision on the proposed retail cannabis business; and WHEREAS, all of the findings and conclusions made by the City pursuant to this Resolution are based upon the oral and written evidence before it as a whole; and WHEREAS, at the said public hearing, upon hearing and considering all testimony and arguments, if any, of all interested persons desiring to be heard, the Planning Commission did make the following findings to justify the approval of said request: WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF PALM DESERT, CALIFORNIA, AS FOLLOWS: SECTION 1. Recitals. The Planning Commission of the City of Palm Desert hereby finds that the foregoing recitals are true and correct and are incorporated herein as substantive findings of this Resolution. SECTION 2. Compliance with the CEQA. As the approving authority for the project, the Planning Commission has reviewed and considered the information contained in the application and administrative record on file with the City and available for review at 73-510 Fred Waring Drive, Palm Desert, California. The Planning Commission finds that a Notice of Exemption can be adopted in compliance with''the CEQA guidelines (Public Resources Code § 21000 et seq. "CEQA"). SECTION 3. Findings on Conditional Use Permit. In approving this project, the Planning Commission makes the following findings in accordance with PDMC Section 25.72.050: 1. That the proposed location of the conditional use is in accordance with the objectives of this title and the purpose of the district in which the site is located. The purpose of the Downtown (D) zoning district is to introduce urban, multi-story buildings located at or near the sidewalk, and a mix of uses, including retail, medical, and other commercial and residential operations, and allows commercial cannabis businesses to be considered through a CUP. The proposal to establish a retail dispensary cannabis business at this location complies with the City's goals and the objectives of the zoning designation, and the City's "Commercial Cannabis Business and Personal Cultivation"and the "Commercial Cannabis Business Regulatory Permit" ordinances by providing a detailed business plan, security plan, odor control plan, neighborhood and community outreach plans, and background check information. The conditional allowance of this use at this site complies with the objectives and purpose of the Downtown zoning district and exceeds the minimum separation requirements established in cannabis ordinances. 2 PLANNING COMMISSION RESOLUTION NO. 2732 2. That the proposed location of the conditional use and the conditions under which it would be operated or maintained will not be detrimental to the public health, safety, or welfare, or be materially injurious to properties or improvements in the vicinity. Voters of the State of California did in November 2016, vote and approve Proposition 64 — the Control, Regulate and Tax Adult Use of Marijuana Act (AUMA), to allow the adult use of cannabis subject to local ordinances. The City of Palm Desert, in response to the voter-approved law, established a committee to evaluate cannabis business potential in the City and found that cannabis businesses are compatible with other general retail uses subject to conditions to mitigate nuisances, such as odor and security. As designed, and as conditioned, the establishment of a retail cannabis business at this location will not be detrimental to the public health, safety, or welfare, as the use is designed to include on-site security personnel, video surveillance, a UV filtration, negative air pressure, and charcoal air filters, to mitigate security and odor nuisance concerns. 3. That the proposed conditional use will comply with each of the applicable provisions of this title, except for approved variances or adjustments. The proposed use complies_with the development and use standards of the D zoning district, and the requirements listed in the City's comprehensive cannabis regulation. No adjustments of variances are proposed for this use. 4. That the proposed conditional use complies with the goals, objectives, and policies of the City's General Plan. The proposed retail cannabis use complies with goals and objectives of the City's General Plan, including Goals listed in Chapter 3 of the Land Use and Community Character chapter, including Goals: 5.1, 5.3, 8.1, and Chapter 10 Goal 1.1.In providing a retail space for the dispensing of cannabis, the applicant is complying with the goals and objectives of the City's General Plan. SECTION 5. Approval. The Planning Commission hereby approves the applied CUP and Cannabis Regulatory Permit applications for the project. SECTION 6. Custodian of Records. The documents and materials that constitute the record of proceedings on which these findings are based are located at the City's office at 73- 510 Fred Waring Drive, Palm Desert, CA 92260. SECTION 7. Notice of Exemption. The Planning Commission approves the Project and directs Staff to file a Notice of Determination with the County of Riverside and the State Clearinghouse within five (5) working days of any Project approval. 3 PLANNING COMMISSION RESOLUTION NO. 2732 PASSED, APPROVED, AND ADOPTED by the Planning Commission of the City of Palm Desert, California, at its regular meeting held on the 7tn day of Auqust 2018, by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: JOSEPH PRADETTO, CHAIRMAN II i, I�Illl!I°' "'�I!illl�ll ij, ATTEST: III V►�l►jl�llll' ��Ilil (il� 'illl I ►IN� I Ilu��� RYAN STENDELL, PLANNING COMMISSION SECRETARY ! i I►III,. � II►i�� IIII! �i I,IIIili�ll�l►llll� ! ! ; ;�y�;ll�ll��. il �! III IIII � 4 PLANNING COMMISSION RESOLUTION NO. 2732 CONDITIONS OF APPROVAL CASE NO. CUP 17-0017 DEPARTMENT OF COMMUNITY DEVELOPMENT: 1. The development of the property shall conform substantially with exhibits on file with the Department of Community Development, as modified by the following conditions. 2. The applicant agrees that in the event of any administrative, legal or equitable action instituted by a third party challenging the validity of any of the procedures leading to the adoption of these project approvals for the retail use, or the project approvals themselves, the applicant and City each shall have the right, in their sole discretion, to elect whether or not to defend such action. The applicant, at its sole expense shall defend, indemnify, and hold harmless the City (including its agents, officers, and employees) from any such action, claim, or proceeding with counsel chosen by the City, subject to applicant's approval of counsel, which shall not be unreasonably denied, and at the applicant's sole expense. If the City is aware of such an action or proceeding, it shall promptly notify the applicant and cooperate in the defense. The applicant, upon such notification, shall deposit sufficient funds in the judgment of City Finance Director to cover the expense of defending such action without any offset or claim against said deposit to assure that the City expends no City funds. If both Parties elect to defend, the Parties hereby agree to affirmatively cooperate in defending the said action and to execute a joint defense and confidentiality agreement in order to share and protect information, under the joint defense privilege recognized under the applicable law. As part of the cooperation in defending an action, City and the applicant shall coordinate their defense in order to make the most efficient use of legal counsel and to share and protect information. Applicant and City shall each have sole discretion to terminate its defense at any time. The City shall not settle any third party litigation of project approvals without applicant's consent, which consent shall not be unreasonably withheld, conditioned or delayed unless applicant materially breaches this indemnification requirement. 3. In accepting this Conditional Use Permit and operating a business pursuant thereto, the applicant acknowledges that the regulation of the production, distribution, sale, and use of cannabis remains in flux due to the relative novelty of these uses and conflicts with federal law. Applicant agrees that the applicant remains at risk and subject to all changes in federal, state, and Palm Desert regulations, including the possibility of the discontinuance of such uses or the imposition of additional requirements that render continuing operations infeasible, and does not gain a vested right to continue to operate in any particular manner, in any particular place, or at all. 4. The applicant shall work with the Community Development staff to ensure that exterior lighting meets the minimum standard for commercial lighting and security. 5. The retail cannabis use is limited to this location and the use described herein shall be subject to the restrictions and limitations set forth herein which are in addition to the approved use standards listed in the PDMC, and state statutes now in force, or which hereafter may be in force. 5 PLANNING COMMISSION RESOLUTION NO. 2732 6. Prior to issuance of a building permit for improvements and use contemplated by this approval, the applicant shall first obtain permits and/or clearance from the following agencies: Coachella Valley Water District (CVWD) Burrtec Waste Management Fire Department Evidence of said permit or clearance from the above agencies shall be presented to the Department of Building & Safety at the time of issuance of a building permit for the use contemplated herewith. 7. The retail cannabis use of this property shall not commence until the applicant can provide the City's Community Development Department with proof of a license issued by the State Bureau of Cannabis Control. Continued use of the property for cannabis purposes is subject to the applicant maintaining a valid license from the State Bureau and demonstrating on-going compliance with the City's cannabis regulatory permit. 8. The premises shall be equipped with an odor absorbing ventilation and exhaust system so that odors generated inside the cannabis business°is not detected outside of the business, anywhere on adjacent properties, public right-of-way, or in any exterior or interior common areas or tenant spaces. As such, the applicant shall install odor mitigation equipment in accordance with,the plans on file as part of this application, and to the satisfaction of the Building Official. Should odor issues arise, the Community Development Department may require additional odor control measures to be employed. At a minimum the applicant shall install the following: a. Air filtration system with odor control that prevent internal odors from being emitted externally. b. Air systems that create negative air pressure between the cannabis business and the exterior. 9. Security features 'shall be installed within the tenant lease spaces in accordance with the plans on file as part of this application. All security features shall be installed and maintained as specified in the City's Cannabis Regulatory Permit regulations. 10. The applicant is required to have on-site security personnel during business hours. Security personnel shall be licensed with the State Bureau of Security and Investigative Services. 11. The applicant shall comply with all applicable provisions of the PDMC Sections 5.101 (Commercial Cannabis Business Regulatory Permits), 8.38 (Personal Use of Cannabis), and 25.34.120 (Commercial Cannabis Business and Personal Cultivation). 12. Exterior building signs are not a part of this approval. All exterior building signs shall be submitted to the Community Development Department along with a Sign Application for staff review. 13. From the public right-of-way, no exterior evidence, other than a building sign to identify the retail operation, of cannabis products is permitted. 6 PLANNING COMMISSION RESOLUTION NO. 2732 14. All mechanical equipment, either roof or ground mounted, shall be screened from public view. All such equipment shall be fully screened by the roof structure, parapet wall, ground mounted walls, berming and/or landscape. 15. Any and all window and door security devices such as metal bars, gates and shutters, shall be installed within the interior of the building and screened from public view. 16. Operation of the cannabis business outside of these approvals and conditions shall constitute a violation of the PDMC and shall be enforced pursuant to the provisions in the PDMC. On-going violations which are not remedied within a timeframe established by the Community Development Director may result in revocation of the CUP and Cannabis Regulatory Permit. BUILDING AND SAFETY DEPARTMENT: ,,,��IIII;�I„►I�'°` �.,�!II!P,, 17. This project shall comply with the latest adopted edition of the following codes: A. 2016 California Building Code and its',appendices and standards. B. 2016 California Residential Code its appendices and standards. C. 2016 California Plumbing Code and its appendices and standards. D. 2016 California Mechanical Code and its appendices and standards. E. 2016 California Electrical Code. F. 2016 California Energy Code. G. 2016 California Green Building Standards Code. H. 2016 California Administrative Code. I. 2016 California Fire Code and its appendices and standards. 18. Dispensaries areaa Group B/M occupancy. 19.Access to required toilet facilities for customers shall not pass through areas designated for employee use,,only such as kitchens, food preparation areas, closets, storage rooms or similar spaces. 20. Submit an exit plan that labels and clearly will show compliance with all required egress features such as, but not limited to, common path of travel, the required number of exits and separation, occupant load, required width, continuity, travel distance, elevators, etc. CBC 1001.1. 21.All exits must provide an accessible path of travel to the public way. (CBC 1027.5 & 11 B-206). 22. Provide an accessible path of travel to the trash enclosure. The trash enclosure is required to be accessible. Please obtain a detail from the Department of Building and Safety. 23.All contractors and subcontractors shall have a current City of Palm Desert Business License prior to permit issuance per PDMC, Title 5. 7 PLANNING COMMISSION RESOLUTION NO. 2732 24.All contractors and/or owner-builders must submit a valid Certificate of Workers' Compensation Insurance coverage prior to the issuance of a building permit per California Labor Code, Section 3700. 25.Address numerals shall comply with Palm Desert Ordinance No. 1265 (PDMC 15.28. Compliance with Ordinance 1265 regarding street address location, dimension, stroke of line, distance from the street, height from grade, height from the street, etc. shall be shown on all architectural building elevations in detail. Any possible obstructions, shadows, lighting, landscaping, backgrounds or other reasons that may render the building address unreadable shall be addressed during the plan review process. You may request a copy of Ordinance 1265 or Municipal Code Section 15.28 from the Department of Building and Safety counter staff. III I�jpfo' 26. Please cont "' i III �act the Department of Building & Sa B �u at (760) 776-6420 regarding the addressing of all buildings and/or si�a� ��i�l III NIA ,��III�I IIIIIIIIIIIIIIIIIIIIII!IIII"�' � � H 'j j jj j � ' I��IIIIII!IIIIII ill !�i�� ►�1 i� !� i iH , I � �jllpll' �� I� I III I 8 (c4lj -�-., CIIY DF PD [ M DESERT 7 3—5 10 FRED WARING DRIVE PALM DESERT,CALIFORNIA 9226o-2578 TEL: 760 346—o6i z il�4 6_rwr info4eiryofp2lmdesert.org CITY OF PALM DESERT LEGAL NOTICE CASE NO. CUP 17-0017 NOTICE OF A PUBLIC HEARING BEFORE THE PALM DESERT PLANNING COMMISSION TO CONSIDER A REQUEST BY WEST COAST CANNABIS CLUB FOR A CONDITIONAL USE PERMIT APPLICATION TO ESTABLISH A RETAIL COMMERCIAL CANNABIS BUSINESS LOCATED AT 74-495 HIGHWAY 111 The City of Palm Desert (City), in its capacity as the Lead Agency for this project under the California Environmental Quality Act (CEQA), finds that the proposed project is exempt per Section 15301, Class 1 "Existing Facilities" of the CEQA and that a Notice of Exemption can be adopted as part of this project. Project Location/Description: Project Location: 74-495 Highway 111 Protect Description: A Conditional Use Permit and Cannabis Regulatory Permit have been submitted for the operation of a 1,200-square-foot retail cannabis dispensary for medicinal and adult-use. The business includes a security lobby, retail display area, and storage areas. A detailed security plan and odor control plan are provided as part of these applications. The business is located in a freestanding commercial building located at the southwest corner of Highway 111 and Deep Canyon Road. Recommendation: Staff is recommending that the Planning Commission adopt a resolution approving the proposed Conditional Use Permit, subject to conditions,for a commercial cannabis business. Public Hearing: The public hearing will be held before the Planning Commission on August 7, 2018, at 6:00 p.m. Comment Period: The public comment period for this project is from July 26, 2018, to August 7, 2018. Public Review: The Conditional Use Permit and Cannabis Regulatory Permit applications are available for public review daily at City Hall. Please submit written comments to the Planning Department. If any group challenges the action in court, the issues raised may be limited to only those issues raised at the public hearing described in this notice or in written correspondence at, or prior to the Planning Commission hearing. All comments and any questions should be directed to: Eric Ceja, Principal Planner City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 (760) 346-0611 eceja@cityofpalmdesert.org PUBLISH: DESERT SUN RYAN STENDELL, July 26, 2018 PLANNING COMMISSION SECRETARY NOTICE OF EXEMPTION TO: FROM:City of Palm Desert ❑ Office of Planning and Research 73-510 Fred Waring Drive Palm P.O.Box 3044,Room 113 Desert,CA 92260 Sacramento,CA 95812-3044 ® Clerk of the Board of Supervisors 2724 Gateway Dr,Riverside, or CA 92507 County Clerk County of. Riverside 1. Project Title: West Coast Cannabis Club 2. Project Applicant: West Coast Cannabis Club 68828 Ramon Road,Ste.A2 Cathedral City,CA 92234 3. Project Location—Identify street address and 74-495 Highway 111 cross streets or attach a map showing project site (preferably a USGS 15'or 7 1/2'topographical map identified by quadrangle name): 4. (a)Project Location—City:Palm Desert (b) Project Location—County:Riverside 5. Description of nature,purpose,and beneficiaries The total project site consists of a developed 1.02 acre site of Project: with an existing 14,000 square foot retail building.The site was developed in the mid-1980's and has been in operation since with a mix of retail and restaurant uses.The proposal to operate a 1,200 square-foot retail cannabis store,which will serve both adult-use and medicinal clientele,is permitted under the City's Cannabis Regulations. 6. Name of Public Agency approving project: City of Palm Desert 7. Name of Person or Agency undertaking the Kenneth Churchill project,including any person undertaking an activity that receives financial assistance from the Public Agency as part of the activity or the person receiving a lease,permit,license,certificate,or other entitlement of use from the Public Agency as part of the activity: 8. Exempt status: (check one) (a) ❑ Ministerial project. (Pub.Res.Code § 21080(b)(1);State CEQA Guidelines§ 15268) (b) ❑ Not a project. (c) ❑ Emergency Project. (Pub.Res.Code§21080(b)(4);State CEQA Guidelines§ 15269(b),(c)) (d) ® Categorical Exemption. Class 1 "Existing Facility"a State type and section number: 15301 (e) ❑ Declared Emergency. (Pub.Res.Code§ 21080(b)(3);State CEQA Guidelines§ 15269(a)) (fl ❑ Statutory Exemption. State Code section number: Notice of Exemption FORM `B" (g) ❑ Other. Explanation: 9. Reason why project was exempt: Project is consistent with the City's general plan and applicable zoning regulations.The site is surrounded by existing commercial development and only interior building modifications are proposed.The site has no value as habitat,is served by existing utilities,and does not result in significant effects on traffic,noise,air quality,or water quality. 10. Lead Agency Contact Person: Eric Ceja,Principal Planner Telephone: (760)346-0611 11. If filed by applicant:Attach Preliminary Exemption Assessment(Form"A")before filing. 12. Has a Notice of Exemption been filed by the public agency approving the project? Yes ® No❑ 13. Was a public hearing held by the lead agency to consider the exemption? Yes® No❑ If yes,the date of the public hearing was:August 7,2018 Signature: Date: Title: ® Signed by Lead Agency ❑Signed by Applicant Date Received for Filing: (Clerk Stamp Here) Authority cited: Sections 21083 and 21100,Public Resources Code. Reference:Sections 21108,21152,and 21152.1,Public Resources Code. Notice of Exemption FORM "B" T City of Palm Desert I Department of Community Development CANNABIS REGULATORY PERMIT Y .�. 73-510 Fred Waring Drive•Palm Desert•California a 92260 a(760)346-0611+Fax(760)776-0417 Applicant: WCCC Telephone: 0'J19) 867-1635 Mailing Address: 68826 namon Rd.Surly,A2 Fax number. City.Cathedral Cilv State: CA zip: �2234 Email: kenneth@wesicaastcannatiis.club Representative: Telephone: Mailing Address: Fax+cumber. City- Stale: Zip: Email: 24-Hr Emergency Contact Manager. fom I-oriez Primary Telephone: J6191717-0401 Email: tom@wosicoastcannabis,club SecondaryTeiephone: (619)1367 1635 Community Relations Manager: Kenneth Churchill Primary Telephone: 1619)867-1635 Fax Number. Email Address: korxiettiOwastcoasic:annabis.club Email: Type of Business Entity(as described in Section 5.101.D.1): a California Mutual Benefit Corporation Type of Cannabis Business(Dispensary,Cultivation,etc...): .Jispensaiy Type of State License obtainedlpursuing: Type 10 Retailer!Dispensary Project Address(s): rn495 Highway 111.Palm Desert, CA 92260 Assessor Parcel Number(s): 625-121-006 Zoning Designation: Downlown(D) General Plan Designation: Downtown Property Owner Authorization: The undersigned states that they are the owner(s) of the property described and herein give authorization for the filing of the application. , -\L \._-. Signature Print Name Date Applicant!Representative Signature: By signing this application I certify that the information provided is accurate. I understand that the City might not approve what I am applying for andlor might require conditions of approval. Signature Print Name Date OFFICE USE ONLY Permit submitted with CUP Crry of raim uesert Cannabis Regulatory Permit I_ PURPOSE: In coordination with review of a Conditional Use Permit application,and as a continued requisite to operate a commercial cannabis business. all cannabis business operators are required to apply annually for the Cannabis Regulatory Permit. This permit will be issued to the applicant of the cannabis business only, and is required to remain valid during business operations. Any lapse in activity of the permit will result in revocation of the permit and cessation of the cannabis business. It. SUBMITTAL REQUIREMENTS: 1_ Regulatory Permit Form completed with required signatures. 2. Required documents,exhibits and plans as described in P.D.M.0 Chapter 5.101 and below. III- PRE' Initially,a Cannabis Regulatory Permit must be applied for along with the Conditional Use Permit(CUP) application for all commercial cannabis businesses. Once a CUP Is approved by the City's Planning Commission,the Business License Division of the Community Development Department will Issue a Cannabis Regulatory Permit.The permit Is issued to the business owner or operator only. Any changes In the business's ownership will require a new or amended Cannabis Regulatory Permit. In addition, a Cannabis Regulatory Permit is valid for one (1) year and must be applied for annually along with a Buslness License. IV. APPLICATION CHECKLIST: Applicants are required to provide the following information when applying for a Cannabis Regulatory Permit: 1 A description of the statutory entity or business form that will serve as the legal structure for the applicant and a copy of its formation and organizing documents,including,but not limited to, articles of incorporation, certificate of amendment, statement of information.articles of association, bylaws, partnership agreemeni operating agreement,and fictitious business name statement. 2. A legible copy of each applicant's photo identification,such as a state driver's license,a passport issued by the United States,or a permanent resident card. 3. A list of the license or permit types(including license or permit numbers)head by the applicant that involve the operation of a commercial cannabis business,including the date the license or permit was issued and the jurisdiction or State license authority that issued the license or permit. 4. Whether the applicant has been denied a#icense or permit by the City,any other jurisdiction,and/or the State that involves the operation of a commercial cannabis business_The applicant shall provide a description of the license or permit applied for,the name of the jurisdiction or State license authority that reviewed the license or permit application,and the dale of denial. 5_ The proposed commercial cannabis business's physical address.telephone number,website address,and e-mail address_ 6. A list of every fictitious business name the applicant is operating under including the address where the business is located. 7. Financial information including the following. a. A list of funds belonging to the commercial cannabis business held in savings, checking, or other accounts maintained by a financial institution. The applicant shall provide for each account, the 2 ory of flaim Desert Cannabis Regulatory Permit financial insGlutien's name, the financial institution's address, account type, account number, and the amount of money in the account, b. A list of loans made to the commercial cannabis business.For each loan,the applicant shall provide the amount of the loan,the date of the loan,term(s)of the loan,security provided for the loan,and the name,address,and phone number of the lender. c. A list of investments made Into the commercial cannabis business. For each investment, the applicant shall provide the amount of the investment, the date of the investment, term(s) of the investment,and the name,address, and phone number of the investor. d. A list of all gifts of any kind given to the applicant for its use in conducting commercial cannabis business. For each gift the applicant shall provide the value of the gift or description of the gift,and the name,address,and phone number of the provider of the gift. 8. A list of each applicant's misdemeanor and felony convictions,if any_ For each conviction,the list must set forth the date of arrest,the offense charged, the offense convicted,the jurisdiction of the court,and whether the conviction was by verdict,plea of guilty,or plea of noto confendre. 9. A complete and detailed diagram of the proposed premises showing the boundaries of the property and the proposed premises to be permitted, showing all boundaries, dimensions, entrances and exits, interior partitions,walls, rooms,windows,doorways, and common or shared entryways, storage areas and exterior lighting. The diagram must show the areas in which all commercial cannabis business will take place, including but not limited to,limited-access areas. 10 A security plan,as a separate document,outlining the proposed security arrangements to deter and prevent unauthorized entrance into limited access areas and theft of cannabis,in accordance with minimum security measures required by state law and measures identified in Section 5.101M.5 of the Palm Desert Municipal Code. The security plan shall be reviewed by the Palm Desert Police Department and the City Manager and shall be exempt from disclosure as a public record pursuant to Government Code Section 6255(a). 11.A comprehensive business operations plan that includes the following: a. Business plan. A plan describing how the commercial cannabis business will operate in accordance with this code, state law, and other applicable regulations. The plan shall include operational, banking, and personnel procedures to ensure adequate business knowledge, modeling and support- b. Community relations plan_ A plan describing who is designaled as being responsible for outreach and communication with the surrounding community, including the neighborhood and businesses, and how the designee can be contacted. d. Neighborhood responsibility plan_ A plan addressing any adverse impacts of the proposed commercial cannabis business on the surrounding area. e. Odor control plan. A plan identifying odor control methods,including,but not limited to,use of odor absorbing ventilation and exhaust systems,negative air pressure,and other treatments. f. Insurance The applicant's certificate of commercial general liability insurance and endorsements and certificates of all other insurance related to the operation of the commercial cannabis business f. Budget. A copy of the applicant's most recent annual budget for operations. 12. The name and address of the owner and lessor of the real property upon which the commercial cannabis business is to be operated. In the event the applicant is not the legal owner of the property,the application must be accompanied with a notarized acknowledgement from the owner of the property that a commercial cannabis business will be operated on his or her property 3 cxy or Palm uesert Cannabis Regulatory Permit 13_ Authorization for the city manager 1a seek verification of the information contained within the application. 14. A slatement in writing by the applicant that he or she certifies under penalty of perjury that all the information contained in the application is true and correct. 15. A full and complete copy of the applicant's most current application submitted to and approved by the applicable Stale licensing authority(only applicable on a renewal basis). 16. The name,address.telephone number,title,and function of each of the interested parties described below. a. A permittee shall provide the city with names and addresses of all of the following interested parties: 1. Persons with al least a 10%interest in the commercial cannabis business; ii. Partners,officers,directors,and stockholders of every corporation,limited liability company,or general or limited partnership that owns at least 10%of the stock,capital,profits,voting rights,or membership interest of the commercial cannabis business or that is one of the partners in the commercial cannabis business; iii. The managers of the commercial cannabis business; and the staff of the commercial cannabis business. b, All interested parties, as described in the subsections listed above, must submit to fingerprinting and a criminal background check by the city. c. No person shall be an interested party, as described in subsection A of this Chapter 5.101 of the P.D.M.C.,if he or she is charged with or convicted of a felony:has been charged with or convicted of a violation of California Penal Code section 18622(participation in a criminal street gang); or is currently on parole or probation for an offense relating to the sale or distribution of a controlled substance. Convicted"within the meaning of this section means a plea or verdict of guilty or a conviction following a plea of nolo conlendere was entered, but does not include any plea, verdict, or conviction that is �. expunged pursuant to California law or a similar federal or state law where the expungement was ;0 granted "Charged'within the meaning of this section means (1)an indictment was issued by a grand jury, or an information, complaint, or similar pleading was issued by the United Slates Attorney, district attorney.city attorney,or other governmental official or agency authorized to prosecute crimes, and (2) the criminal proceedings are currently pending 4 v cuy or l-ain;uesert Cannabis Regulatory Permit OWNER AND! R OWNEU AUTHORIZED A ENT AFFIDAVIT STATE OF CAt_IFORNiA ) COUNTY OF RIVERSIDE ) CITY OF PALM DESERT ) I.(we), S["1'1 !' <'oM-&,A-QA vx being duly sworn depose and declare to the best of - knowledge that the (mylour) foregoing is here and cared under the penalty of perjury: A EXECUTED AT- tiYl y'► �L C , � (CITY) - (STATE) DATE: `T7 c x.y Y♦ 17 Q-� �' ZCr 1 (MONTH) (DAY) (YEAR) APPLICANT,OWNER AND/OR OWNER'S AUTHORIZED AGENT: 1 (Print Name) (Signature) ZA z— Iv (Mailing Add ss) (City,Sible and p) 661L, ) r 54'A--_Z. (Area Code)Telephone Number 5 B. Conditional Use Permit Application INTENTIONALLY LEFT BLANK-SEE FOLLOWING PAGES Confidential and Trade Secret WCCC r City Of Palm Desert I Department of Community Development CONDITIONAL USE PERMIT APPLICATION 73-Si0 Fred Waring Drive.Palm Desert.Carifonnia•92260.(760)346-0611 .Fax(760)T76.6417 Applicant WCCC Telephone: _A619)867-1635 Mailing Address 60B28 Raniorr Rd Suite A2 Fax number. Cathedral Cily State: CA Zip: 92234 Email, kennethC.wesicoastcannanis.club Property Owner: Bronstein Desert Pro ernes LLC fJon& Hill Brons(ein) Telephone: (9251 963-3872 Mailing Address: 212 Sybil f1d Fax number. City: Palm Desert State: CA Zip: 92262 Email: jbrons1ein200V--Pomai1.coi7i Representative: Telephone: Mailing Address: Fax number: City. Stale; Zp: Email: Please send correspondence to(check one): Applicant _ Property Owner Representative Project Address(s): .4-': Highway 111. Palm Deserl.CA 92260 Assessor Parcel Number(s): 625-121-006 Existing Zoning:Downtown(D) General Plan Designation:Downtow Project Request(describe specific nature of approval requested): Commercrat cannahis business(dispensary) Property Owner Authorization: The undersigned states that they are the owner(s) of the property described and herein give authorization for the filing of the application_ APX u-Ae�N1.j%-k Stgrra are Print Name Date Applicant I Representative Signature: By signing this application I certify that the information provided is accurate. I understand that the City might not approve what 1 am applying for and/or might require conditions of approval. Signature Prinl Name Date OFFICE USE ONLY PROJECT NO: CUP DATE: ACCEPTED BY: cwy of Na1m uesert Conditional Use Permit Application I. PURPOSE' In order to give the use regulations the flexibility necessary to achieve the objectives of the Zoning Ordinance in certain districts, conditional uses are permitted subject to the granting of a conditional use permit. Because of their unusual characteristics, conditional uses require special consideration so that they may be located properly with respect to the objectives of the zoning regulations and with respect to their effects on surrounding properties. In order to achieve these purposes,the Planning Commission is empowered to grant or deny applications for conditional use permits for such conditional uses as are prescribed in the district regulations and to impose reasonable conditions upon the granting of conditional use permits;subject to the right of appeal to the City Council. ll_ SUBMITTAL REQUIREMENTS: I. Application Form completed with required signatures. 2. Required exhibits and plans as described in the application. III. PROCEDURE: Prior to the submittal of the official application, the applicant should review the proposal with the Direclor of Community Development. After preliminary review, the applicant files the official request for approval of the conditional use permit. Staff will investigate the request. prepare a written report to the Planning Commission. publish legal notices, and notify adjacent property owners of the public hearing. The Planning Commission hearing usually occurs six to eight weeks after the official filing date. at which time they will review the conditional use request along with related preliminary architecture. site design, and landscaping. Once the conditional use permit is approved, the applicant then submits detailed construction plans for review. If the request is deniedr the applicant may file an appeal within 15 days for a hearing before the City Council. A. Applicant to submit complete application to the Department of Community Development for staff review B. Project goes before the Planning Commission for public hearing on use permit.Once the project is approved or denied there is a 15-day appea!period.If the project is appealed,then it will be noticed and a hearing will take place before the City Council. C. If the project presented to the Architectural Review Commission then it will return to the Commission for final approval of construction drawings. IV. APPLICATION CHECKLIST: APPLICATIONS WILL NOT BE ACCEPTED IF ANY EXHIBITS ARE NOT INCLUDED All plans and exhibits must be full size set of plans (typically 24"x36")to scale,folded to a maximum size of 8W'x13" All plans must be designed to meet all applicable requirements as described in this application. 10 Complete sets of preliminary plans (typically 24'x36") as descrihed in Section V of this application, folded to a maximum size of 81A`x13" (scaled i1"xV" size plans may be substituted, if appropriate).A complete set of drawings include the following: Site Plan Floor Plans 1 Statement of Use 1 CD or other electronic format of digital files(PDF)for ali plans 3 Sets of typed,self-adhesive mailing labels for adjacent property owners within 300'of the project 3 Copies of a typed listing of surrounding property owners 1 Set of Assessor's Parcel Map(s) illustrating the subject property and the surrounding properties within 300 feet.Draw boundary of subject property and 300 foot radius in red. 2 .�3 Cary of Yalm Desert Conditional Use Permit Application V. EXHIBIT REQUIREMENTS CHECKLIST: APPLICATIONS MAY BE REJECTED IF PLANS DO NOT INCLUDE AT LEAST THE FOLLOWING INFORMATION. APPLICANTS ARE STRONGLY URGED TO CONTACT STAFF IN THE PLANNING DEPARTMENT PRIOR TO SUBMITTING AN APPLICATION. A. SITE PLAN: APPLICANTS ARE STRONGLY URGED TO CONTACT STAFF IN THE PLANNING DEPARTMENT VERY EARLY IN THE PLANNING PROCESS AND PRIOR TO SUBMITTING AN APPLICATION. Name,address,and phone number of property owner,applicant,engineer and architect Scale,not less than 1"=30' _North Arrow Vicinity map including project address/location Fully dimensioned subject parcel boundaries Abutting streets and right-of-ways,dimensioned(consult with Department of Public Works) Existing/proposed street(s) and width(s) including: centerflne, median islands, parkway width, and sidewalk(s)dimensions Access and driveway dimensions Location and dimensions of all existing and proposed easements All utility line locations(gas,electric,cable,water and sewer) ADA ramps,paths and path of travel All existing and proposed structures All building setbacks from property lines Building dimensions(include roof overhangs) Location,elevations and height of proposed walls and fences Location of trash enclosures Parking layout with dimensions of stalls,aisle widths,walkways and surface type Map Legend including: Gross and net acreage of parcel(s) Gross and net floor area of structure(s)and type of use Required and proposed number of parking spaces(including handicap) Lot coverage(percentage of land covered by building(s)) Landscape percentage in and adjacent to the parking area B. FLOOR PLANS- Dimensions of interior rooms Label all rooms Dimensions of all exterior components C. EXPANDED STATEMENT OF USE: The applicant shall provide a full description of the activity/use being proposed,giving a detailed explanation of the use and/or facilities involved and the objectives of the applicant. Example: If proposing a new massage establishment, the statement of use should include hours of operations, number of employees, number of clients per hour, are the appointments walk-in customers at appointments only,and so on. 3 �k� Guy or va1m uesert Conditional Use Permit Application D. PROPERTY OWNER INFORMATION: The applicant shall provide the Department of Community Development with three (3) copies of property owners and their addresses for all parcels within 300 feet of the proposed conditional use. The three(3)lists shall be typed on self-adhesive mailing address labels. The fists shall also include the owner of the property under consideration.These property owner names may be obtained in one of the two following manners: : Contact a titre company and request that they furnish you with a list of names and mailing labels,for which there will probably be a fee,for the list_ You may obtain them yourself in the following manner. • Secure from the County Assessor's Office parcel maps covering your application and all lands within at least 300 feet. • Indicate the area of your request by a red ou�ine on the parcel maps. ■ Delineate,in red,all property within 300 feel of the area of your request. ■ From the parcel map,make a list of book,page.block number,and parcel number within the above 300-foot area. ■ Using the Visual Numerical Index File.which is to be found in the County Assessor's Office,place the name and address for each parcel opposite the number described in No.4 above. • Sign affidavit attesting to name list • Return this list with your application to the Department of Community Development. 4 0 City or Palm uesert Conditional Use Permit Application SAMPLE OF 300-FOOT RADIUS MAP (SAMPLE! Assessors Map Q Q _ 1 2 13 12 17 16 15 14 124 11 10 g e Pop. 9 is 1B 21 k 22 TfI 8 10 04 17 20 7 !1 13 18 19 sULYaECT 122 PARCEL s T 6 \ / 5 f3 I1 10 9 8 123 �\ 4 14 � o 3 15 20 }- 19 16 17 18 z 16 !21 10 r1 1 r2 17 Is 14 13 NOTE THE $USJECT PARCEL AND THE THREE HUN7RED FOOT PERIMETER LINE ARE TO BE OUTLINED IN frE0 5 vrty or!'aim Desert Conditional Use Permit Application OWNER AND/OR OWNER'S AUTHORIZED AGENT AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) CITY OF PALM DESERT } I,(we), -- being duly sworn depose and declare to the best of r7�-+T knowledge that the (mylour) foregoing is true and corned under the penalty of perjury: EXECUTED AT: 4 c)0, (CITY) (STATE) DATE: " " I (MONTH) (DAY) (YEAR) APPLICANT,OWNER AND/OR OWNER'S AUTHORIZED AGENT: }� �l v\ I :i-' (Print Name) (Signature) (Maili Address) Cktr (City,S ate and p) c is 7j 3 4 z (Area Code)Telephone Number 6 C. Supplemental Regulatory Permit Application Attachments - Formation and Organization Documents INTENTIONALLY LEFT BLANK-SEE FOLLOWING PAGES Confidential and Trade Secret MCC DISPLAY CONSPICUOUSLY AT PLACE OF BUSINESS FOR WHICH ISSUED CALIFORNIA STATE BOARD OF EOUALIZATION c or SELLER'S PERMIT u of [►l\���+ �t'!;c N7Nf NFllyrL3L1I 10/15/2014 SR FH 102-639191 NOV,%["R r'r_RIVII 111 WEST COAST CANNABIS CLUB Y�rl verv,nllled tuoix'Y.dl recl();d ark!Sfaft L-n',:ti M WCCC rr;llrink w 9011 MEMORY LN luralrk si. FIN"1A)MI! :!,;e:: rxsl apm y,Tnr to <k SPRING VALLEY, CA 91977-2152 ollwn"wx. L IS 1ILMOY Atli Iululf D 1111061IANI 10 SALES AND USE TAX LAW TO LNCJ1CC IN TI lr UUS NLSS Ur 5Cl l tllC 1ANf a13L[ F't n�S,,Nl1L l'l YV PL131Y AT rI rL AL3PVC l t-s[.ATII�N. I I Uti I'rl irv111 r5 VltLIU i,r•ILY nr Ti If.n[3r.vr IdsUrtl 5S TI lI$PrRldlr IS VA1 I1 s LINI II NL1'UKLL)(41 l'ArV LL[.0 Apr)i;'NOT TrV%ttnF17U1F31 r.G Yf)U arl I Y(A III UUSRjt SS CAI I L)iN,P i,UI uf'A PAfITNI'RSI Ili'.NUIII Y us 1�;Y�su r;rtlLll UL-ISLSI'VfJSIULL rt�11 S/,LLS ANU USL tAXU! Nut v;VKl.tl atIV c file);(:lu,uss OVA I I BY 1131-NI tV i)PLRLJ0;l O(TI IL'liU'�INL;ti, For general tax questions,please call our Information Center at 800400-7115. For information on your rights,contact the Taxpayers'Rights Advocate Office at 888-324-2798 or 916-324-2798. f3()1--1a2.11[sLv.IN(2.()U) A MESSAGE TO OUR NEW PERMIT HOLDER '4 As a seller, you have rights and responsibilities under the Sales and Use Tax Law. In order to assist you in your endeavor and to better understand the law,we offer the following sources of help: • V siting our webs4te at vwwv.l)oe.ca.gov • Visit ng a district office • Attending a Basic Sales and Use Tax Law cuss offered at one of our district offices • Sei-iding your gLestions in writing to any or)e of our offices • Ca I ng our toll-free Information Center at 800-400-7115 As a seller, you have the right to issue resale certificates for merchandise that you Intend to resell.Conversely, you have the responsibility of not misusing resale certificates.While the sales tax is imposed upon the retailer, • You have the right to seek reirnb-.lrsement oft lie tax from your alsto•nel • You are responsible for filing and pay ng your sales and Use tax returns binely • You have the right to be treated In a fair and equitable manner by the employees oft lie Board • You are responsible for following the regulatFons set forth by the Board As a seller. you are expected to maintai T the normal books and records of a prudent businessperson. You are requ.red to •Tralntaln these books and records for no less th[W four years,and make them availab,e for inspection by a Board represeatativiir w!ien requested.You are also expected to notify us If you are buying.selling.adding a location,or disco Ttinuing your business. adding or dropping a partner, officer, or member, or when yoL are movrng any or all of your business ocatlonS. Ef it become;; necessary to surrender th s perFnFt.you shouid only do so by mailing it to a Board office,or giving't to a Board representative. If you would like to know more about your rights as a taxpayer,or if you are grab e to resolve an issue Willi the Board.please contact the Taxpayers'Flights Advocate Office for help by calling toll-free,888-324-2798 or 91G-324-2798.Their fax niomber 15 916-323-3319. Please post this permit at the address for which it was issued and at a location visible to your customers. STATE BOARD OF EQUALIZATION t ) Sales and Use Tax Depart nTeirt �/ S DEMIRPARTMENT OF THE TREASURY f00 INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 Date of this notice: 09-30-2014 Employer Identification Number: 47-1968612 Form: SS-4 wccc Number of this notice: CP 575 A 4566 JUDSON WAY LA MESA, CA 91942 For assistance you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN) . We assigned you SIN 47-1968612. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. Based on the informat;:on received from you or your representative, you must file the following form(s) by the date(s) shown. Form 941 01/31/2015 Form 940 01/31/2015 Form 1120 03/15/2015 If you have questions about the form(s) or the due date(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods and Methods. we assigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue) . Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructions for additional information. IMPORTANT I1dF'DRMATION FOR S CORPORATION ELECTION: If you intend to elect to file your return as a small business corporation, an election to file a Form 1120-S must be made within certain timeframes and the corporation must meet certain tests. All of this information is included in the instructions for Form 2553, Election by a Small Business Corporation. r (IRS USE ONLY) 575A 09-30-2014 WCCC B 9999999999 SS-4 0 If you are required to deposit for employment taxes (Forms 941, 943, 940, 944, 945, CT-1, or 1042), excise taxes (Form 720), or income taxes (Form 1120) , you will receive a Welcome Package shortly, which includes instructions for making your deposits electronically through the Electronic Federal Tax Payment System (EFTPS) . A Personal Identification Number (PIN) for EFTPS will also be sent to you under separate cover. Please activate the PIN once you receive it, even if you have requested the services of a tax professional or representative. For more information about EFTPS, refer to Publication 966, Electronic Choices to Pay All Your Federal Taxes. If you need to make a deposit immediately, you will need to make arrangements with your Financial Institution to complete a wire transfer. The IRS is committed to helping all taxpayers comply with their tax filing obligations. If you need help completing your returns or meeting your tax obligations, Authorized a-file Providers, such as Reporting Agents (payroll service providers) are available to assist you. Visit the IRS Web site at www.irs.gov for a list of companies that offer IRS a-file for business products and services. The list provides addresses, telephone numbers, and links to their Web sites. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-8 9-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT RE IIMERS: * Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking fcr proof of your EIN. * Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms. * Refer to this EIN on your tax-related correspondence and documents. If you have questions about your EIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub. Your name control associated with this EIN is WCCC. You will need to provide thks information, along with your EIN, if you file your returns electronically. Thank you for your cooperation. 0 (IRS USE ONLY) 575A 09-30-2014 WCCC B 9999999999 SS-4 Keep this part for your records. CP 575 A (Rev. 7-2007) ----------------------------------------------------------------------------------------------- Return this part with any correspondence so we may identify your account. Please CP 575 A correct any errors in your name or address. 9999999999 Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 09-30-2014 ( ) - EMPLOYER IDENTIFICATION NUMBER: 47-1968612 FORM: SS-4 NOBOD INTERNAL REVENUE SERVICE WCCC CINCINNATI OH 45999-0023 4566 JUDSON WAY LA MESA, CA 91942 FILED f4jMtZ Secretary of State ARTICLES OF INCORPORATION State of California OF SEP 2 6 2014 WCCC � cc. The name of the corporation is WCCC. II. A. This corporation is a nonprofit Mutual Benefit Corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage i-P any lawful act or activity, other than credit union business, for which a corporation may be organized under such law. III. The name and address in the State of California of this corporation's initial agent for service of process is Jessica C. McElfrcsh,Esq., 11622 El Camino Real, Suite 100, San Diego,California, 92130, IV. The initial street address in the State of California of this corporation is 9011 Memory Lane, Spring Valley, California, 91977, and the initial mailing address in the State of California of this corporation is 4566 Judson Way,La Mesa, California, 91942, V. Notwithstanding any of the above statements of purposes and powers, this corporation shall not,except to an insubstantial degree, engage in any activities or exercise any powers that are not in nu*herance of the specific purposes of this corporation, IN WITNESS WHY OF, the undersigned incorporator has executed the Articles of Incorporation on the date below. Dated: September 24,2014 By: Je ica C, McElfresh,Esq. Incorporator rLf 5 k I hereby ceririy IRat t to toiegoing transcript of page(s) is a lull,true and correcl copy of tha original Mold in the Cuslody GI the C�lifnrti�5�crrhry iyl Slatds nlfen SEE 26 2014 DESRA BOWEN,Secretary of stale DocuSign Envelope!D:67320C1C-5D5D-4420-AEBA-24C60653FDC0 O BYLAWS OF WCCC Set forth herein, are the Bylaws ("Bylaws") of the Nonprofit Mutual Benefit Corporation commonly known as WCCC a Nonprofit Mutual Benefit Corporation organized under the Nonprofit Mutual Benefit Corporation laws of the State of California and are made effective October 5,2014. ARTICLE I FORMATION 1.0 The name of the corporation is WCCC, Federal Employment Identification Number(EIN)47-1968612(referred to hereto for as"WCCC"or"the Collective"). 1.1 The Collective's registered office shall be located at 9011 Memory Lane, Spring Valley, California, 91977, County of San Diego, or such other place as the Board of Directors may from time to time determine. The Collective's principal executive office shall be located at 9011 Memory Lane, Spring Valley, California, 91977, or such other place as the Board of Directors may from time to time determine. The Collective may also have offices at such other places, as the Board of Directors may from time to time determine or the business of the Collective may require. 1.2 By these Bylaws and upon filing Articles of Incorporation, the Members form a Nonprofit Mutual Benefit Corporation under the Act. The rights and liabilities of the Members shall be provided in the Act, except as otherwise expressly provided herein or in the Articles of Incorporation. 1.3 The Collective is formed for general business purposes consistent with the Act, including: a. To facilitate the availability and distribution of natural and organic healthcare products and holistic wellness therapies, including medical cannabis to the members of the Collective only. b. To provide a safe, supportive environmen[ for the Members of the Collective to, upon confirmation of written recommendation or authorization from an appropriately licensed physician,receive natural and organic healthcare products, including medical cannabis, pursuant to California Health and Safety Code sections 11362.5 and 11362.7 et seq. C. To educate physicians, patients, elected officials and the general public about the beneficial uses of natural and organic products, including medical cannabis for medical purposes and the utilization of holistic wellness therapies. d. To raise funds and accept donations and to encourage and facilitate research regarding all aspects of the use of natural and organic products, including medical cannabis and holistic wellness therapies for medical purposes. l Docusign Envelope to:87320CiC-SD5D.4420-AEBA-24C6o653FDC0 e. To provide access and information regarding holistic wellness therapies. f. To operate and serve as a working model for natural and organic wellness alternatives and holistic healthcare solutions. 1.4 Kenneth M. Churchill,Thomas D. Lopez, Jr.,Joshua Disalle, and Thomas Lopez, Sr. shall be the voting Member of the Collective, and agree to the terms of these Bylaws and shall be fully bound hereby. 1.5 The purposes or the Collective shall be carried out without purpose of gain for its Voting members or individual Members and any profits realized by the Collective shall be used for promoting its purposes as set forth herein. 1.6 No Member of the Collective or Member of the Board of Directors shall, without written authorization from the Board of Directors of the Collective, request or receive from any other Member, employee, vendor, agent, or assign of the Collective, or in any other way obtain any information which would reveal the identity of the clients, patients or Members of the Collective to the general public. 1.7 No Director or Officer of the Collective shall be compensated for the act of serving as a Director or Officer,except that Directors and Officers may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of furthering the purposes of the Collective as set forth herein. 1.8 Other than the reimbursement of expenses and reasonable compensation provided by the Collective for services,property,products and materials rendered for benefit of the Collective or the furtherance of the purposes of the Collective as set forth herein, no part of the income of the Collective shall be payable or otherwise available for the personal benefit of any Incorporator, Member, Director, Officer or Voting member of the Collective. I.9 Upon the winding up or dissolution of the Collective, funds or assets remaining after all debts and reimbursement of all expenses expended by members of the Collective for benefit of the Collective or the furtherance of the purposes of the Collective have been satisfied shall be transferred pursuant to California Corporations Code section 7111 et seq. to a nonprofit organization in the State of California with purposes similar to the Collective or as agreed upon by the Board of Directors. 1.10 The Members of the Collective are: a. The applicant for incorporation of the Collective,and b. Those qualified persons who subsequently become Members in accordance with the Bylaws, and in either case, have not ceased to be Members. C. Qualified persons include: 2 DocuSlgn Erwe ope ID:a7320C1C-5D5D-4420•AEBA•24CG0653FDC0 i. Persons eighteen (18) years of age, or older, with confirmation of, written authorization or recommendation or confirmation of diagnosis from an appropriately licensed physician or a valid California State Department of Health Services ("DHS"), to receive natural and organic products, including medical cannabis pursuant to California Health and Safety Code sections 11362.5 and 11362.7 et seq. ii. Persons eighteen (18) years of age, or older, designated as primary care givers by the California Department of Health Services("DHS") for persons with confirmation of written authorization or recommendation, or confirmation of diagnosis from an appropriately licensed physician, to receive natural and organic products, including medical cannabis pursuant to California Health and Safety Code sections 11362.5 and 11362.7 et seq. iii. Other persons deemed qualified by the Board of Directors. 1.11 A person may apply for membership in the Collective, and upon satisfaction of the guidelines for membership established by the Collective and acceptance by the President or other authorized agent of the Collective, the person shall become a Member. Collectives are not eligible for membership in the Collective. 1.12 A voting Member will be any Member of the Board of Directors,who a. Is a Mcmbcr in good standing at the time of the vote; b. Is not suspended or otherwise barred from attending meetings. 1.13 A non-voting Member will be any Member who is a registered Member in good standing. A non-voting Member has the same rights, duties and obligations as a voting Member except: a. A non-voting Member shall not vote. 1.14 Every Member shall uphold and comply with these Bylaws. 1.15 Initial membership dues shall be Zero Dollars ($0.00) per year, per Member, payable on the date of membership. Membership renewal dues shall be Zero Dollars ($0.00) per year, per Member payable on the anniversary date of membership. Membership dues are non refundable and nontransferable. 1.16 The Board of Directors shall determine any changes to the membership dues, if any, to be charged to voting and non-voting Members by a simple majority vote. The President may unilaterally, and without approval of the Board of Directors waive or lower the membership dues of any Member upon a showing of reasonable cause to the Board of Directors. 3 0 DocuSign Envelope ID 87320C1C-5D5D-4420-AEBA-24C80653FDCp 1.17 A person shall cease to be a Member of the Collective, a. By delivering his resignation in writing to the President of the Collective or by mailing or delivering it to the address of the Collective,or b. On his death,or C. On being expelled for reasonable cause by the Board of Directors,or d. By special resolution of the Board of Directors passed by a two-thirds (213) majority at a general meeting of the Board of Directors. In which case, i. The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason(s)for the proposed expulsion;and ii. The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is decided. e. On having been a Member not in good standing for a period of time prescribed by the Directors,or f When the Member no longer qualifies for membership in accordance with these Bylaws. 1.18 A Member is no longer in good standing when he fails to pay the full amount of his current annual membership dues or other subscription or debt due and owing by him to the Collective. 1.19 Every Member of the Collective who has not been suspended or otherwise barred from attending meetings shall be entitled to: a. Attend any general meeting of the Collective,and b. Make contributions to the Collective in exchange for natural and organic healthcare products, including medical cannabis, to ensure the furtherance of the purposes of the Collective and the continued operation of the Collective pursuant to California Health and Safety Code sections 11362.5 and 11362.7 et seq. C. Cultivate medical cannabis as permitted by the State of California and the County of San Diego California to ensure the furtherance of the purposes of the Collective the Collective's continued operation pursuant to California Health and Safety Code sections 11362.5 and 11362.7 et seq. 4 DocuS gn Envelope ID.67320C1 C-5D5D•4420-AEBA-24C60553FDC0 0 d. Any voting Member of the Collective shall be entitled to vote at any general meeting of the Collective at which the adopted rules of procedure require by a vote of the Members,and e, Any voting Member is eligible to hold any office as appointed by the Board of Directors. 1.20 Membership in the Collective is not transferable. ARTICLE II DEFINITIONS The terms defined in this Article II (except as may be otherwise expressly provided in these Bylaws or unless the context clearly requires otherwise) shall, be for purposes of these Bylaws,have the following respective meanings- 2.1 "Act" means the statutory provisions which govern the formation and operation of Nonprofit Mutual Benefit Corporations in the State of California, as amended from time to time. 2.2 "Operating Standards"means these Bylaws,and all amendments,schedules,exhibits and modifications hereto. 2.3 "Articles of Incorporation" means the Articles of Incorporation of the Collective, as the same may be amended from time to time. 2.4 "Capital Account" means the account of a Member established and maintained in accordance with the provisions set forth herein. 2.5 "Capital Contribution" means the total number of cash and/or the agreed upon fair market value of property contributed to the Collective by any Member or all Members in the aggregate (including contributions by predecessor Members in the event of any assignment). 2.6 "Code" means the Internal Revenue Code of 1986, as amended, and any successor thereto. Any reference to specific sections of the Code shall be to the section as it now exists and to any successor provision. 2.7 "Collective"means WCCC. 2.8 "Distribution" means the total amount of cash and/or fair market value of property distributed by the Collective to a Member at any time or from time to time with respect to his or her reasonable compensation or reimbursement of expenses as a Member of the Collective. 2.9 "Member"means a member of the Collective as set forth herein, 5 0 DocuSign Envelope ID:67329C1C-5D5D4420-AEBA-24C6o653FDC0 2.10 Words importing the singular include the plural and vice versa; and words importing a male person include a female person and vice versa. ARTICLE III CAPITAL CONTRIBUTIONS 3.1 In order to adequately capitalize the Collective,the voting Members shall contribute or cause to be contributed cash or other assets to the Collective with the understanding that ownership, operation and dissolution of the Collective shall be determined pursuant to section 7110 et seq.of the California Corporations Code. ARTICLE 1V MANAGEMENT 4.1 Except as otherwise specified herein, the management of the Collective is reserved to the Members. Except as provided herein, all decisions of the Collective shall be by the agreement of a simple majority of the Board of Directors, except that the President of the Collective may make decisions related to the day-to-day management of the Collective and contracts involving less than Twenty-Five-Thousand Dollars ($25,000.00). 4.2 Whenever these Bylaws contemplate actions, decisions or determinations by the Members, the Members may take or cause to be taken such action in connection with the Collective's business by a Majority in Interest. 4.3 Officers a. The Officers of the Collective, as such, shall have authority subject to the provisions and limitations of Sections 4.1 and 4.2 b. The Collective shall have a President, who shall be the CoIlective's chief manager subject to Sections 4.1 and 4.2. The President shall have primary authority to sign and deliver in the name of the Collective and deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Collective, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation,these Bylaws,or one Member to some other Member, manager, or agent of the Collective, and shall perform such other duties as may from time to time be prescribed by the Members. The Collective may also have one or more Vice Presidents, who shall have authority to exercise the power of the President, as set forth in these Bylaws, in his absence. C. The Collective shall have a Treasurer, who, subject to Sections 4.1 and 4.2, shall serve as the chief financial officer of the Collective and shall 6 DocuSlgn Envelope ID:67320C1C-5D5D-4420-AEBA-24C60653FDC0 0 perform such other duties as may from time to time be prescribed by the Board of Directors. d. The Collective shall have a Secretary, who shall have primary responsibility to maintain records of actions of, and whenever necessary, certify all proceedings of the Members. The Secretary shall keep the required records of the Collective, when so directed by the person or persons authorized to call such meetings,shall give or cause to be given notice of meetings of the Members, and shall also perform such other duties and have such other powers as the Board of Directors may prescribe from time to time. 43 An Officer, as such, shall not be obligated to devote his or her full time to the conduct of the Collective affairs,but shall devote only as much time as he or she deems necessary for the proper conduct thereof, and provided further, that nothing in these Bylaws shall be deemed to restrict in any way the freedom of an Officer to conduct any other business or activities whatsoever without any accountability to the Collective. 4A The Collective may have additional Officers as provided in Section 4,6. 4.5 The initial Officers shall be: President Kenneth M_Churchill Vice-President Thomas D, Lopez,Jr, 0 Treas=r Joshua Disalle 4.6 A Majority of the Board of Directors may elect or appoint other Officers or agents of the Collective,with such titles,duties,and authority as they shall designate. Subject to Sections 4.1 and 4.2 and to any other limitations that the Board of Directors may impose, the President may delegate authority and appoint other managers and agents of the Collective, with such titles, duties, and authority as the President shall designate. The President, at any time, may remove or terminate the authority of any manager or agent that was appointed by the President. A two-thirds (2/3) majority of the Board of Directors may at any time remove or terminate the authority of any manager or agent, whether elected or appointed by the Board of Directors or the President. 4.7 The property, business and affairs of the Collective shall be controlled and managed by a Board of Directors. The number of directors to constitute the first Board of Directors may be 1 and such number may be increased or decreased by action of the Board of Directors. The business of the Collective shall be managed by its Board of Directors, which may exercise all such powers of the Collective and do all such lawful acts and things as are not by statute or by the Articles of incorporation or by these Bylaws, 7 0 DocuSign Envelope ID.87320CiC•5050-442o-AEBA-24CW653FDCo 4.8 Board of Directors 4.9 The Board of Directors shall be: Kenneth M. Churchill Chair of the Board of Directors Thomas D. Lopez,Jr. Vice-Chair of the Board of Directors Joshua Disalle Member of the Board of Directors 4.10 Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority vote of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify,unless sooner displaced. If there are no Directors in office,then an election of Directors may be held in the manner provided by statute. 4.11 The Board of Directors of the Collective may hold meetings, both regular and special,either within or out of the State. 4.12 The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the Board of Directors at the annual meeting and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the Board of Directors to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the Board of Directors, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors,or as shall be specified in a written waiver signed by all of the directors. 4.13 Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. 4.14 Special meetings of the Board of Directors may be called by the President on two days' notice to each director, either personally or by mail or by email, setting forth the time,place and purpose of the meeting. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two directors. 4.15 At all meetings of the Board of Directors,a majority of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may otherwise be specifically provided by statute or by the Articles of Incorporation. If a quorum shaII not be present at any meeting of the Board of Directors, the Directors 8 DoeuSlgn Envelope ID:87320C1C•SD5D-4420-AEBA-24C60653FDC0 present may adjourn the meeting from time to time, without notice other than announcement at the meeting,until a quorum shall be present. 4.16 Unless otherwise restricted by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. 4.17 Unless otherwise restricted by the Articles of Incorporation, the Board of Directors or of any committee thereof, may participate in a meeting of the Board of Directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting by use of such equipment shall constitute presence in person at such meeting. 4.18 The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Collective. The Board of Directors may designate one or more Directors as alternate of any committee,who may replace any absent or disqualified Director at any meeting of the committee. In the absence or disqualification of a Director of a committee, the Directors thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified Director. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Collective, and may authorize the seal of the Collective to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation; adopting an agreement of merger or consolidation;recommending to the voting members the sale, lease or exchange of all or substantially all of the ColIective's property and assets; recommending to the voting members a dissolution of the Collective or a revocation of a dissolution; amending the Bylaws of the Collective;or increasing or decreasing the Board of Directors;and,unless the resolution or the Articles of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. 4.19 Each committee shall appoint a secretary of each meeting and keep regular minutes of its meetings and report the same to the Board of Directors. 4.20 Unless otherwise restricted by the Articles of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be reimbursed for their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors and reasonable compensation as director. No such payment shall preclude any 9 DocuSlgn Envelope 10:07320ClC•5DSD-4420-AEBA-24C60653FDCO director from serving the Collective in any other capacity and receiving reasonable compensation therefore. Voting members of special or standing committees may be allowed like reasonable compensation for attending committee meetings. 4.21 No Member shall receive any salary or other compensation for services,materials, or products rendered except as specifically provided for herein or as may otherwise be agreed upon by the Board of Directors. 4.22 Each member of the Board of Directors shall devote such time as he deems appropriate to the conduct of the Collective's business. 4.23 Except to the extent otherwise provided for herein, the Collective will pay all costs and expenses associated with the Collective's business, and shall reimburse Members for the actual out-of-pocket costs paid to unrelated parties incurred for goods, materials, and services used by or for the Collective for the furtherance of the purposes of the Collective. Except as herein provided, Members shall be reimbursed for salaries, general administrative and overhead or other similar expenses in the event that Members or the employees perform services for the Collective. In addition, the Collective shall reimburse Members for any moneys advanced by any of them for the furtherance of the purposes of the Collective or the Collective's benefit,whether before or after formation of the Collective, including, but not limited to: earnest money, interest, attorneys' and accountants' fees, postage, secretarial and clerical services,and other costs,and also shall pay,at standard mileage rates,for Members'transportation on behalf of the Collective. ARTICLE V BOOKS AND RECORDS;TAX MATTERS 5.1 The Members intend that the Collective be treated as a"Nonprofit Mutual Benefit Corporation" for tax purposes. 5.2 The Collective shall keep its accounting records and shall report its income for income tax purposes on the cash basis method of accounting. The fiscal year of the Collective shall be the calendar year. 5.3 The Collective's books and account records and all other papers, records, and documents relating to the Collective's affairs shall be kept at the Collective's principal executive office or such other place as the Board of Directors may agree or as required by the laws of State of California. 5.4 At a minimum,the Collective shall retain the following records: a. A current list of Members,identifying each Member of the Collective b. A copy of the Articles of Incorporation of the Collective and all amendments thereto; c. A copy of any currently effective written operating standards; 10 DocuSlgn Envelope ID:87320CIC-5D5D-4420-AEBA-24C60553FDC0 d. Copies of the Collective's federal, state and local income tax returns and reports, if any, for the three most recent years; e. Copies of the Collective's financial statements (including at least a balance sheet as at the end of each fiscal year and an income statement for each fiscal year); f. Records of all actions and proceeding of the Board of Directors for the last three years; g. Reports made to Members generally within the last three years; h- A statement of all Capital Contributions or contributions of services accepted by the Collective, including, for each, any additional information required by the laws of the State of California; i. A statement of all contribution and contribution allowance agreements made by the Collective, and any additional information pertaining to this information if required by the laws of the State of California; j. Any written consents obtained from Members;and k. A copy of any agreements, contracts, or other arrangements or portions of them incorporated by reference under the Act to fix the terms and conditions of membership interests in the Collective. 5.5 Each Member, upon reasonable written request, shall at a time mutually convenient to the Member and the President of the Collective have access to and any inspect and copy any of such items during normal business hours. 5.6 The Board of Directors shall prepare or cause to be prepared an annual report containing financial statements prepared on the same accounting basis as is used for federal income tax purposes. 5.7 As soon as possible following the close of each year of the Collective, shall cause to be prepared income tax returns for the Collective by such accountant or firm as may be selected by the Board of Directors. 5.8 In the discretion of the Board of Directors,the Collective may make or not make any and all tax elections deemed appropriate, the election under section 754 of the Code to adjust the bases of the assets of the Collective. I 0 Doeu%gn Envelope ID:67320C10-5D5D-4420-AEBA-24C80653FDC0 ARTICLE VI DISSOLUTION; CONTINUATION 6.1 The Collective shall continue until the occurrence of any of the following events (each a"Dissolution Event"): a. The agreement of the Board of Directors to dissolve and terminate the Collective; b. The decree of a court of competent jurisdiction that dissolution and liquidation is required. 6.2 Except as otherwise provided in the Act, upon the occurrence of a Dissolution Event, no further business shall be done in the name of or on behalf of the Collective except insofar as may be necessary to wind up the business of the Collective and distribute its assets to the Members or their successors in interest,and the Collective shall execute and file a notice of dissolution as required by the Act. Upon dissolution and termination of the Collective, except as otherwise provided in any valid business continuation agreement and by applicable law, the Collective's assets shall be applied in the following order. a. To the payment of the debts and obligations of the Collective, including, to the extent permitted by law, obligations to Members who are creditors, in the order prescribed by law; b. Next,to the setting up of any reserves deemed reasonably necessary by the Board of Directors for any contingent or unforeseen liabilities or obligations of the Collective; c. Next,to the Members who are creditors for any debts and liabilities not permitted to be paid under(a),above;and d. Next, to the Members in accordance with their Capital Accounts as provided herein. 6.3 For purposes of determining the rights of Members to Distributions in dissolution, in the event of a distribution of property in kind, such property shall be assumed to have been sold at its fair market value, with any gain or loss allocated to the Members in accordance with these Bylaws. If a Member is indebted to the Collective, the Collective shall, if possible, offset such indebtedness to satisfy its obligations to said indebted Member rather than distribute a portion of said indebtedness to the other Member(s). ARTICLE VII MEETING OF MEMBERS 7.1 Meeting of the Members for any purpose may be called by a voting Member or Members by written notice to all Members. Such notice of any such meeting shall be given personally,via electronic mail(email)or by first class mail,postage prepaid, to the Members not less than five (5) days or more than sixty(60) days before the date of the 12 DocuSign Envelope ID:87320CiC•5D50-4420-AEBA-24C60553FDC0 0 meeting, and shall state the place, date, hour and purpose of the meeting. All meetings shall be held at the principal office of the Collective or at another location that is reasonably convenient for the Members as a whole and is selected by agreement of the Board of Directors. ARTICLE VIII INDEMNIFICATION AND INSURANCE 8.1 The Collective shall defend, indemnify and hold harmless the Board of Directors, the Officers, the Incorporator, and managers, and each of them, against any claim, legal action, or liability, including attorneys' fees and costs incurred by any of them in connection with the conduct of the business of the Collective. Neither the Collective nor any Member shall have any claim against another Member, Director,Officer,or manager in connection with the conduct of the business of the Collective by reason of any act or omission of such other Member, management committee member, or manager, whether the subject of indemnification or not, even if such act or omission was negligent or grossly negligent, reckless, willful, or in bad faith. The provisions of this Section regarding liability and indemnification shall apply with equal force and effect to any agent or employee of a Member, Director, Officer, or manager, and their successors and assigns_ The Collective and the Members shall, however, retain all claims and causes of action which they may now or hereafter have against each other relating to breaches of this Agreement and/or all other matters not involving the conduct of the Collective's business. 8.2 The foregoing right of indemnification shall not be deemed exclusive of any other rights to which such persons may be entitled apart from these Articles. The foregoing right of indemnification shall continue as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 8.3 The Collective may purchase and maintain insurance on behalf of and for the benefit of the Collective and any person who is or was a Director, Officer, employee or agent of the Collective, or is or was serving at the request of the Collective as a director, officer,employee or agent of another corporation,partnership,joint venture,trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity,or arising out of his or her status as such,whether or not the Collective would have the power to indemnify him or her against such liability under the provisions of the general corporation law of the State. ARTICLE IX AMENDMENTS 9.1 This Agreement may be amended only by an agreement in writing by the Board of Directors. l� DoauSfgn Envelope ID:07320CI C-5D5D-4420-AEBA-24C601553FDM ARTICLE X MISCELLANEOUS 10.1 Any Member may engage in or posses an interest in other business ventures of every nature and description, independently or with others, whether such ventures are competitive with the Collective or otherwise; and neither the Collective nor the Members shall have any right by virtue of these Bylaws in or to such independent ventures or to the income or profits derived there from and no Member shall have the obligation to bring any business opportunity to the Collective or to any other Member. 10.2 These Bylaws and the rights of the Members hereunder will be governed by, interpreted,and enforced in accordance with the laws of the State of California. 10.3 The Articles of Incorporation are incorporated by reference and hereby made a part of these Bylaws. In the event of any conflict between the Articles of Incorporation and these Bylaws, the provisions of these Bylaws shall govern to the extent not contrary to law. 10.4 These Bylaws will be binding upon and inure to the benefits of the Members, and their respective heirs, executor, administrators, personal representatives, successors and assigns. 10.5 If any provision of these Bylaws is held to be illegal, invalid, or unenforceable under the present or future laws effective during the term of these Bylaws, such provision will be fully severable, and these Bylaws will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of these Bylaws, and the remaining provisions of these Bylaws will remain in full force and effect and will not be affected by the illegal, invalid,or unenforceable provision or by its severance from these Bylaws. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there will be added automatically as a part of these Bylaws a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal,valid and enforceable. 10.6 Each Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate,carry out and perform all the terms,provisions and conditions of these Bylaws and the transactions contemplated hereby. 10.7 These Bylaws are made solely and specifically among and for the benefit of the Collective and its Members, and no other person will have any rights, interest, or claim hereunder or be entitled to any benefits under or on account of these Bylaws, whether as a third party beneficiary or otherwise. 10.8 Any notices to be given or to be served by a Member upon the Collective in connection with these Bylaws must be in writing and will be deemed to have been given when delivered personally or mailed to the Collective at its registered office or its principal executive office or to the Collective's President. Notice to a Member will be 14 DocuSign Envelope ID:07320CIC•500-4420-AEBA-24C60653F000 deemed to have been given when(i)delivered personally to the Member or(ii)deposited in the United States mail, postage prepaid and addressed to a Member at the address specified in Section 2.7 hereof.At any time, by giving five (5) days prior written notice to the Collective, a Member may designate another address in substitution of the foregoing address as the address to which notice is to be given. 10.9 Article and section headings and titles are for descriptive purposes and convenience of reference only and shall not control or alter the meaning of these Bylaws as set forth in the text. 10.10 Except where the context requires otherwise, the use of terminology of any masculine, feminine or neuter genders shall include all such genders, and the use of the singular number shall include the plural and vice versa. ODCUSID-4 by 3/28/2016 At-�n Dated: By: M AWE/aEMa+3] Kenneth M_Churchill Voting member DXVftmd br Dated: CatIAF Jr. Dated: By: 9FSM 53 OC45C Thomas D. Lopez,Jr. Voting member /za/zo16 D"USgnrd W.. Dated: By: Joshua Disalle Voting member 1 C. Supplemental Regulatory Permit Application Attachments - Applicant Identification Information INTENTIONALLY LEFT BLANK-SEE FOLLOWING PAGES Confidential and Trade Secret WCCC C. Supplemental Regulatory Permit Application Attachments - Cathedral City Dispensary Permit INTENTIONALLY LEFT BLANK-SEE FOLLOWING PAGES Confidential and Trade Secret WCCC w w 0 F- Z W t; � J z m a � ULU a O O LL zzLn Z W c 0 o z y LL W O N D in z W ui "' �' u V'1 = � h W a LLJ J a Q w 0 " u a a� N 4A J a0a m �n L] W 41 � ^ LU z u W r+ o � a o Z cc 3 v+ ? a0o � o ° 0 3 y� a in E u OC � 0ui O "' � W $ u P" zmm {� � a 0 0 ,n �p d Q uj LF Z � 0z0 W y C O Z "' > a Z a Q z W LU IL oZ � a � o Q � o Z a a COa o Q � a0 � c n` z m W a � st; a pzz5 a Q 2 u r cr O Q 0 Z W U., Q yZ = ca4�1 a LL LU E Q W O xal- 0 u Z LJ ~ W F LJ CC a 0 � a woua C , Ail Cathedral City September 18, 2017 Kenneth Churchill WCCC-West Coast Cannabis Club 68828 Ramon Road Sulte A2 Cathedral City, CA 92234 Re: Medical Cannabis Business Local License Renewal WCCC-West Coast Cannabis Club(MCL 16.423-13-17) Dear Mr. Churchill I am pleased to inform you that the City of Cathedral City("City") has completed its review of the Medical Cannabis Business Local License Renewal application and background check and you have met all the necessary criteria for renewing the Local License. The Local License has been renewed and is enclosed. The Local Licenses are valid for one year from the date of renewal. (Cathedral City Municipal Code section 5.88.055(F)). You are required to apply for renewal of the Local Licenses no less than thirty (30) calendar days prior to the expiration date. (Cathedral City Municipal Code section 5.88.055(A). Should you have any questions, please contact me at 760-770-0319, Thank You for operating your business in Cathedral City J Pat Milos Community Development Director CITY OF CATHEDRAL CITY ,it Cathedra! City August29, 2016 Via Regular United States Mail and Certified Mail Return Receipt Requested Kenneth M. Churchill 4424 441h St., #115 San Diego, CA 92115 Re: Medical Cannabis Business Local License Approval WCCC West Coast Cannabis Club (MCL 16-023) Dear Mr. Churchill, i am pleased to inform you that the City of Cathedral City ("City") has completed its review of the Medical Cannabis Business Local License ("Local License") application and background check for WCCC (West Coast Cannabis Club) and you have met all the necessary criteria for issuance of a Local License.The Local License has been issued and is enclosed As you are aware, in order to commence operations of your Medical Cannabis Business you must first obtain a Conditional Use Permit as well, pursuant to the procedures set forth in Cathedral City Municipal Code Chapter 9.108. If you have already submitted that application, it will continue to be processed without further action necessary from you. If you have not yet submitted that application, you must do so and complete the en[ire process and obtain your Conditional Use Permit prior to opening. The Local License is valid for one year from the date of issuance. (Cathedral City Municipal Code section 5.88.055(F)), You are required to apply for- renewal of the Local License no less than thirty (30) calendar days prior to the expiration date, (Cathedral City Municipal Code section 5.88.055(A)). Should you have any questions, please contact our Planning Manager Robert Rodriguez at 760- 770-0344. Sincerely, Pat Milos Interim City Manager LLI iu A F- Q LLS CO Q L O LL W z z z Ln W W F^ \o Cm in z f6 O to z a W W w tj N9 s = LLuj z LLJ u V a LAw � LAu J NQ � m ci Q 00 CC W Q N z ° z m Ln F u 4-J cif u 3 u Q j .� to ogzz Z o ' g Ln o aICL o ° V o p L V } wx �.. °' a Q j W oC M a. to V O W O O CO W O s � W ` J o p m V oo a ml a a u � W } UD } = z " en Ln(.� Q C) E W N to 0 t; Z p — zo LU V1 W a W > Q "r" aC Z Q ~ z d V u Cl u a U SL' W � a � o LA�1 ° z V _ w Q L- zZ) a LLI o V amp � � a0 � ❑ �2zwm 5 G 0 z z a D o W cu cc G v Q z O >, 3 ,LWaW D CO Q W = O tr xCL LLI LL u° ° u, z z02O W r- W H u CC Ln J W cr zo ? a C. Supplemental Regulatory Permit Application Attachments O - Security Plan INTENTIONALLY LEFT BLANK-SEE FOLLOWING PAGES 0 0 Confidential and Trade Secret WCCC I m y � m 00 - v z m a r m � O c fi- Q° a n 7s- > � 0 o r >, z U) C a cn � � A 5 NM 5 I � a • .�rr.r D 3 I I { n • I 9 z n pZ m D " r z 03 r g n z woo Cco � r v 0 m z U) ME 10, al C z 3l ;u 3 a �ggS: 95 S s s s s m it � { � C erCD ; � g it Ill fillf-M o � ` io w d a tiILI S -OLRII{R q,i�t tC wm AMi rn O 3O m m N m0 D Z 4 0 D DEEP CANYON RD. Sco N(n r__��-..------------- ' r. dl Ia C I I co 1 , fill D: ! 1 o Itl�' r C7 1 m Z cn ' D Q I 113 i � I• - 1 �i i � Q • I1� L raj � n I I �d• �ti a 1 I f{FI 1 �'� a o a o a -- L3L 0 ny If g�' Nl 1 all d it _• € r'mcn E EXISTING PARKING LOT EMT AIX J co -0D FN �� f -1 I �Z T z oD D co Co con Fm� � Y z ITy ! con v � \ N � V� r w i I ff6 D fl AL nm ' P, u 13-D--- ° PALM DESERT DR. a � ro --- — — 7 NM rr A� i 0 S0 cn w m z 0D �Z oz ' z D rp03 I , 13 v � m rn cn cn �i " -C rn C r/7• I � _� f l t� Yam'4'11® I I`F Ii,�;Y Fil�r���if W 29 N 0 a i= PLANNING COMMISSION STAFF REPORT CITY OF PALM DESERT COMMUNITY DEVELOPMENT DEPARTMENT MEETING DATE: August 7, 2018 PREPARED BY: Eric Ceja, Principal Planner REQUEST: Consideration of a request for approval of a 5,672-square-foot cannabis cultivation and distribution business for P&S Ventures LLC located at 77-700 Enfield Lane, and adoption of a Notice of Exemption in accordance with the California Environmental Quality Act (CEQA). Recommendation Open the public hearing and continue Conditional Use Permit 17-0030 to the Planning Commission meeting of August 21, 2018. Discussion The applicant request that this public hearing item be continued to the Planning Commission meeting of August 21, 2018. Staff recommends that the Planning Commission open the public hearing and continue the item as requested. LEGAL REVIEW DEPT. REVIEW FINANCIAL REVIEW CITY MANAGER N/A N/A N/A Robert W. Hargreaves Ryan Stendell Janet Moore Lauri Aylaian City Attorney Director of Community Director of Finance City Manager Development APPLICANT: P&S Ventures LLC. 2000 Alberta Ave. Ste. 19 Venice, CA, 90291