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HomeMy WebLinkAboutQC LABS, DBA CANNALYSIS, A CORPORATIONPi;"dJi IF1"Ji;; ' iwi)T REtlllIREO 4irC%RK 10JAY pinocEr i I CLERK �K OF COUNCIL DEC X01 OPERATING AGREEMENT FOR CANNABIS TESTING FACILITY/LABORATORY A-2018.278 50tGtti This Operating Agreement ("AGREEMENT") is dated I 1 /Z l 120115 between the City of Santa Ana, a charter city and municipal corporation ("CITY") and Q& /-,6,;, b6A c,_,1 5,$ a ("OPERATOR"), collectively referred to as "the Parties". This AGREEMENT shall become effective on the date that OPERATOR is issued a Regulatory Safety Permit by CITY for the operation of a cannabis testing facility/laboratory business conducting cannabis testing and/or laboratory services in whole or in part of its operations transacted and carried -on by OPERATOR at the following subject property location, loot C�rk4q« /4� Santa Ana, California -mS- Public Benefit. A. Intent. The purpose of this Operating AGREEMENT is to collect fees for the operation of a cannabis testing facility/laboratory and to provide fees for mitigation options to be used by CITY to compensate for impacts to CITY services, residents, and/or businesses as set forth in Santa Ana Municipal Code Chapter 40. The Parties agree that this AGREEMENT confers substantial private benefits on OPERATOR which should be balanced by commensurate public benefits. As part of the cannabis Regulatory Safety Permit process, OPERATOR agrees to enter into this AGREEMENT. OPERATOR has elected to execute this AGREEMENT as it provides OPERATOR with important economic benefits. Accordingly, the Parties intend to provide consideration to the public to balance the private benefits conferred on OPERATOR by providing mitigation measures to the public and to pay for CITY services as a result of the operating agreement fees collected. B. Local Hiring and Sourcing. OPERATOR agrees to use its reasonable efforts to hire qualified City of Santa Ana residents living in Santa Ana to work at its cannabis testing facility/laboratory business. OPERATOR shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City of Santa Ana or who employ a significant number of City of Santa Ana residents. OPERATOR shall make a good faith effort to advertise on various social media sites, at local job fairs, and through public agencies and organizations. C, Community Benefit and Sustainable Business Practices Plan. OPERATOR agrees to submit a Community Benefit and Sustainable Business Practices Plan ("Plan") to CITY that is hereby attached and incorporated into this AGREEMENT as ("EXHIBIT A"). Said Plan shall detail OPERATOR's experience working with community-based groups such as school districts, college districts, city or county agencies, non-profit organizations, artist or downtown groups. The Plan shall also include a description of OPERATOR's efforts for recruiting and hiring local persons and businesses. Said Plan must also outline commitments by OPERATOR to engage its staff in community service events or programs in the City of Santa Ana. Plan must also outline and address sustainable business practices. OPERATOR shall adequately document that it has met the Plan's obligations and commitments as a condition of renewattextension of this AGREEMENT upon expiration of the initial term and any extensions. Operating Fee Rates for Cannabis Testing Facilities/Laboratories; Payment, 0 For each month OPERATOR of the permitted cannabis "testing facility/laboratory business" (as said term is defined in Chapter 40 of the Santa Ana Municipal Code) transacts and carries on cannabis testing facility/laboratory business operations at the above- described property location permitted by CITY, OPERATOR shall pay an operating agreement fee monthly to CITY. The term "month" or "monthly" as used in this AGREEMENT shall refer to a calendar month and shall include any fraction of a calendar month as a whole month. Terms of payment of the operating agreement fee are as follows: A. OPERATOR's operating agreement fee shall begin to accrue on the date that CITY first issues OPERATOR a Regulatory Safety Permit and shall be paid to CITY by the last day of the month following the month for which it is due. B. OPERATOR shall pay CITY a monthly operating agreement fee which is the higher of the following two calculations: i. calculated at a rate of Five Percent (5%) of the gross receipts generated or otherwise received; or, ii. calculated at an annual rate of One Dollar and Fifty Cents ($1.50) per square foot based on the gross square footage of OPERATOR's permitted property location (as confirmed by the corresponding "Approved Building Set" or the approved Certificate of Occupancy on file with City of Santa Ana Planning and Building Agency) whichever is the greater of any square footages indicated, prorated monthly to one -twelfth (1/12th) of the annual rate amount. C. OPERATOR shall calculate and report its monthly operating agreement fee based on both of the above calculations each month; remitting the higher amount to CITY. D. OPERATOR shall report its operating agreement fee calculations to CITY using the "Monthly Operating Agreement Reporting Form" set out in "Exhibit B" of this AGREEMENT which is hereby incorporated into this AGREEMENT by reference. Operating Fees Not a Pass -Through Fee; Gross Receipts Defined. A. OPERATOR, as a cannabis testing facility/laboratory business, shall not pass the operating agreement fees or any portion thereof through to the cannabis testing/laboratory business' customer in any fashion except as part of the basic product sales and/or service price. For the purposes of this AGREEMENT, "gross receipts" shall mean any and all of the following with respect to OPERATOR's business transacted and carried -on at, from, or in direct connection with, OPERATOR's City of Santa Ana permitted and licensed business location or branch facility, hereinabove referenced as "subject property location": Transfer of title or possession, exchange or barter, conditional or otherwise, in any manner or by any means whatsoever, of tangible and/or intangible personal property for consideration, including any monetary consideration for cannabis testing/laboratory services and/or related goods or services; Anything else of value obtained by a cannabis testing/laboratory business; • The total amount of the sale price of all sales and services; • The total amount charged or received for the performance of any act, service or employment of whatever nature it may be, whether or not such service, act or employment is done as a part of or in connection with the sale of goods, wares, merchandise, for which a charge is made or credit allowed, including all refunds, cash credits and properties of any amount or nature; • Any amount for which credit is allowed by the seller to the purchaser without any deduction therefrom, on account of the cost of the property sold, the cost of materials used, the labor or service cost, interest paid or payable, losses, or any other expense whatsoever; provided that cash discounts allowed or payment on sales shall not be included; C. "Gross receipts" shall not include the following: • The amount of federal transaction taxes (sales, use, excise, value added) imposed on or with respect to sales made or services provided whether or not the amount of such taxes is stated as a separate charge; The amount of any California state excise tax or state cultivation tax regardless of whether or not the amount of such excise tax or cultivation tax is stated to customers as a separate charge, or any California state, city or city and county sales or use tax (including any city or city and county transaction and use tax) required by law to be included in or added to the purchase price and collected from the consumer or purchaser, or such part of the sales price of any property previously sold and returned by the purchaser to the seller which is refunded by the seller by way of cash or credit allowances given or taken as part payment on any property so accepted for resale; or D. "Gross receipts" shall be calculated without any deduction on account of any of the following: • The cost of tangible or intangible property sold or bartered; • The cost of materials or products used, labor or service cost, interest paid, losses, or other expense; • The cost of transportation of cannabis, or other property or product; • The amount of any federal or state income taxes or franchise taxes; and • Any other business costs or expenses, unless otherwise specifically exempted pursuant to Section 3C of this Agreement. 4. Remittance and Reporting. Beginning as set forth above and monthly thereafter, OPERATOR shall report and remit payment to CITY of the applicable operating agreement fee set forth in Section 2 of this AGREEMENT. OPERATOR shall report to CITY any gross receipts received during the preceding monthly reporting period and shall remit to CITY on or before the last day of the month following the operating agreement fee due and owing during said period as applicable in accordance with Section 2 of this AGREEMENT. When the last day of the month falls on a City Holiday or City Hall Closure Day then the reporting/remittance date shall fall on the next City business day following. The operating agreement fee shall be acknowledged and agreed by CITY to be paid timely if paid on said date. When reporting/remitting is made by mail, the postmark date shall serve as proof of timely reporting/remittance. Records Inspection, Examination and Audit. OPERATOR acknowledges and agrees that CITY is empowered under this Agreement to inspect, examine and audit OPERATOR's books and records (including tax filings and returns), to ascertain the amount of operating fees due and owing. CITY or its authorized agents shall have the power and authority to conduct a full inspection, examination and audit of such books and records (including tax filings and returns) at any reasonable time, including but not limited to, during normal business hours. In the event any such books, records, tax filings and returns cannot be made fully available within the City of Santa Ana, OPERATOR acknowledges and agrees that it shall reimburse CITY for the cost of all transportation, lodging, meals, portal-to-portal travel time, and other incidental costs reasonably incurred by CITY or its authorized agents in obtaining said full inspection, examination and audit. In the event that said records inspection, examination and audit determines that a net operating agreement fee payment deficiency of greater than Five Percent (5%) exists; OPERATOR acknowledges and agrees that it shall reimburse CITY for the full cost of said records inspection, examination and audit reasonably incurred by CITY or its authorized agents. 6. Past due date — Past due penalty; Late interest. A. Any OPERATOR entity or individual who fails to pay the operating agreement fees required by this AGREEMENT when due shall be subject to past due penalties and interest as set forth herein. i. OPERATOR shall be considered past due if the required monthly operating agreement fee is not paid by the last day of the month following the month for which it is due. ii. For failure to fully pay any monthly fee when due, the following past due penalty and late interest charges shall be added to the unpaid balance amount owing: 1) A past due penalty of Twenty -Five Percent (25%) per month; 2) A late interest charge of One and One Half Percent (1.5%) per month added to the unpaid balance amount owing, inclusive of any prior past due penalty or late interest charges accrued. 4 B. CITY is not required to send a past due notice or other bill or invoice to OPERATOR, or any other person subject to the provisions of this AGREEMENT and failure to send such notice, bill or invoice shall not affect the validity of any operating fee, late penalty or late interest charge due under the provisions of this AGREEMENT. Term. This AGREEMENT shall start on the date indicated above and shall terminate on December 31, 2020 regardless of starting date unless terminated earlier in accordance with Section 12 or 13 of this AGREEMENT. The AGREEMENT will have one (1) two-year extension period until December 31, 2022 exercisable by a writing executed by the City Manager and City Attorney's Office with the approval of OPERATOR. 8. Business License Required. A valid City of Santa Ana Business License is required for all persons engaged in transacting and carrying on any cannabis testing/laboratory business activity in the City of Santa Ana. It is unlawful for any person or legal entity to commence, transact or carry -on testing/laboratory business activity in the City of Santa Ana without first having procured a City of Santa Ana cannabis testing/laboratory business license. 9. Operating Cannabis Testina Facility/Laboratory Business. OPERATOR shall not operate a cannabis testing facility/laboratory business authorized under the Santa Ana Municipal Code unless: A. It is the holder of a valid Regulatory Safety Permit issued by CITY in accordance with the procedures and requirements of Article 1 of Chapter 40, of the Santa Ana Municipal Code; and B. At such time as the State of California requires cannabis testing/laboratory business facilities and businesses to hold a valid license or permit issued by the State of California, it also holds such license or permit; unless, however, such permit or license is subsequently not required by the State of California for the type of cannabis facility or business operation that is the subject of this AGREEMENT. C. OPERATOR remains in compliance with any and all other laws and regulations pertaining to commercial cannabis businesses including a cannabis testing/laboratory business. D. In addition to the operating requirements applicable to cannabis testing centers contained in the City's Municipal Code, cannabis testing facility/laboratory business shall comply with the following operating requirements: A cannabis testing facility/laboratory business shall adopt a standard operating procedure using methods consistent with general requirements established by the International Organization for Standardization, specifically ISO/IEC 17025, to test cannabis and cannabis products. ii. A cannabis testing facility/laboratory business shall be accredited by a body that is a signatory to the International Laboratory Accreditation Cooperation Mutual Recognition Arrangement. A cannabis testing facility/laboratory business shall establish standard operating procedures that provide for adequate chain of custody controls for samples transferred to the testing laboratory for testing. iv. A cannabis testing facility/laboratory business shall destroy the remains of samples of cannabis or cannabis product upon completion of analyses. v. Any other operating requirement included in this Agreement between the cannabis testing facility/laboratory business and the City pursuant to the City's Municipal Code. 10. OPERATOR Indemnification of CITY, A. OPERATOR will indemnify CITY from any claims, damages, injuries, or liabilities of any kind whatsoever sustained or incurred by CITY resulting from entering into this AGREEMENT, and OPERATOR's performance and/or breach of this AGREEMENT. B. OPERATOR agrees to defend, at its sole expense, any action against CITY, its agents, officers, and employees related to this AGREEMENT. OPERATOR agrees to indemnify and reimburse CITY for any court costs and attorney fees that CITY may be required to pay as a result of any legal challenge related to this AGREEMENT and/or CITY's approval of a Regulatory Safety Permit. CITY may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve the OPERATOR of its obligation hereunder. 11. OPERATOR Compliance with Laws. OPERATOR agrees to comply with the City of Santa Ana Charter and Municipal Code, including but not limited to Chapters 18, 21 and 40, and the laws and regulations of the State of California. 12. Default and Termination for Cause. This AGREEMENT may be terminated by CITY for cause with thirty (30) days' written notice to OPERATOR. Cause as used in this section, is defined as: A. Failure to comply with the terms of the City of Santa Ana Cannabis Regulatory Safety Permit issued to OPERATOR by CITY; B. Failure of OPERATOR to maintain a valid active City of Santa Ana Business License as a Cannabis Testing Facility/Laboratory Business; C. Failure of OPERATOR to comply with the requirements of the Community Benefits and Sustainable Business Practices Plan; D. Unauthorized transfer by OPERATOR of the City of Santa Ana Cannabis Testing Facility/Laboratory Business Regulatory Safety Permit issued by CITY; M. E. Failure by OPERATOR to accurately report gross receipts information or other data necessary for CITY to calculate/confirm operating agreement fees; F. Failure by OPERATOR to pay operating agreement fees and related reimbursement costs within thirty (30) days of the date those fees are due; G. Failure by OPERATOR to cooperate with CITY or CITY's authorized agents in any inspection, examination and audit of OPERATOR's cannabis testing facility/laboratory business books and records (including tax filings and returns). K OPERATOR shall cure the default resulting from the cause for termination within thirty (30) days of the date of the notice of termination. If OPERATOR fails to cure the default within thirty (30) days of the date of the notice of termination for cause, this AGREEMENT will be terminated. I. This AGREEMENT will automatically terminate if: i. OPERATOR's Regulatory Safety Permit is revoked by CITY or is not renewed by CITY, or ii.OPERATOR transfers its Regulatory Safety Permit pursuant to Santa Ana Municipal Code section 40-12. 13. Termination Without Cause. Upon mutual written agreement of the parties this AGREEMENT may be terminated with thirty (30) days notice. 14. Termination - Effect on Prior Obligations. Upon any termination of this AGREEMENT, OPERATOR's obligation to report and remit operating agreement fees due and payable under the terms of this AGREEMENT for each month or fraction of a month of a cannabis testing facility/laboratory business operation engaged in within the City of Santa Ana prior to termination of this AGREEMENT shall continue to be in effect. Past due penalties and late interest charges shall continue to accrue and be applicable until all operating fees due under this AGREEMENT are paid in full. OPERATOR's liability for any remaining unpaid past due penalties and/or late interest charges shall continue until fully satisfied. 15. Remedies. A. It is acknowledged by the parties that CITY would not have entered into this AGREEMENT if it were to be liable in damages under this AGREEMENT, or with respect to this AGREEMENT or the application thereof, except as hereinafter expressly provided. B. Each of the parties hereto may pursue any remedy at law or equitable relief available for the breach of any provision of this AGREEMENT, except that CITY shall not be liable in monetary damages, unless expressly provided for in this AGREEMENT. C. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County California before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 16. Reimbursement Clause. In consideration of the time and costs incurred by CITY in the drafting and implementation of this AGREEMENT, OPERATOR agrees to pay $2,500 to CITY within thirty (30) days of execution of this AGREEMENT. 17. Attorney Fees and Costs. In any action or proceeding between CITY and OPERATOR brought to interpret or enforce this AGREEMENT, or which in any way arises out of the existence of this AGREEMENT or is based upon any term or provision contained herein, the "prevailing party" in such action or proceeding shall be entitled to recover from the non -prevailing party, in addition to all other relief to which the prevailing party may be entitled pursuant to this AGREEMENT, the prevailing party's reasonable attorneys' fees and litigation costs, in an amount to be determined by the court. The prevailing party shall be determined by the court in accordance with California Code of Civil Procedure Section 1032. Fees and costs recoverable pursuant to this Section 17 include those incurred during any appeal from an underlying judgment and in the enforcement of any judgment rendered in any such action or proceeding. 18. Notice. Any notice, tender, demand, delivery, or other communication pursuant to this AGREEMENT shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail', postage prepaid, or sent by fax or other telegraphic communication in the manner provided In this section, to the following persons: To CITY: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 Copies to: Executive Director — Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702-1988 Fax 714-973-1461 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702-1988 Fax 714-647-6515 To OPERATOR: Qi- 65 D6A 8oi c-�Pn� Arc S^^�n Q�� rA 9z7oS A party may change its address by giving signed notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax or email document attachment, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays, or City Hall closure dates shall be excluded. 19. Exclusivity and Amendment. This AGREEMENT represents the complete and exclusive statement between CITY and OPERATOR, and supersedes any and all other agreements, oral or written, between the parties. This AGREEMENT may not be modified except by written instrument signed by CITY and by an authorized representative of OPERATOR. Each party to this AGREEMENT acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 20. Assignment. OPERATOR may not assign or transfer any interest herein without the prior written consent of CITY and any such assignment or transfer without CITY's prior written consent shall be considered null and void. 21. Discrimination. OPERATOR shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection,' training, utilization, promotion, termination or other employment related activities. OPERATOR affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local labor laws and regulations. 22. Jurisdiction -Venue. This AGREEMENT has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this AGREEMENT shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this AGREEMENT. 23. Severability. If any part of this AGREEMENT is found to conflict with applicable local or state laws or regulations, such part shall be inoperative, null and void insofar as it conflict with.said laws or regulations, or may be modified or suspended as may be necessary to comply with any local or state law or regulation but the remainder of the AGREEMENT shall continue in full force and effect. 24. Counterparts. This AGREEMENT may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this AGREEMENT may be by actual, facsimile or electronic signature. 25. Disclaimer. Despite California's commercial cannabis laws and the terms and conditions of this AGREEMENT or any Regulatory Safety Permit issued pertaining to OPERATOR or the hereinabove specified property location, California commercial cannabis cultivators, transporters, distributors, cannabis testing facility/laboratory businesses or possessors may still be subject to arrest by state or federal officers and prosecuted under state or federal law. The Federal Controlled Substances Act, 21 USC § 801 et. seq., prohibits the manufacture, distribution, and possession of cannabis without any exemptions for medical or non -medicinal use. 26. Authority to Bind. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this AGREEMENT, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 10 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT the date and year first above written. r APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: ^ ;�- Lisa Storck Assistant City Attorney FOR APPROVAL: Minh Thai, Executive Director Planning & Building Agency CITY OF SANTA ANA RAUL GODINEZ II Clerk of the Council City Manager OPERATOR LEGAL NAME: QG L<b5 SIGNATORY NAME: i3c F La„n. 11 TITLE: TAXPAYER ID: y7 s Syq 1171 Santa Ana Community Benefit and Sustainability Report November 2018 Letter from the CEO and Co -Founder of Cannalysis Since our founding we have strived towards innovative, technology-based solutions for large-scale cannabis testing. We employ a STEM (Science, Technology, Engineering, and Math) based, professional workforce with deep expertise within the fields of chemistry, biotechnology, robotics engineering, software development, laboratory operations, and finance. Our team combines their intelligence and expertise with the latest laboratory and information technologies to position Cannalysis at the bar -setting forefront of quality control and regulatory compliance in the testing of medicinal and recreational cannabis products We committed to investing in state-of-the-art lab equipment in our Santa Ana Headquarters to ensure we were among the first cannabis testing labs to receive the rigorous ISO/IEC 17025:2005 Accreditation in California. Additionally, Cannalysis is the largest licensed cannabis testing facility in the country. Consequently, our team is well positioned to continue establishing the gold standard for quality and delivery of innovative testing services while setting the bar for added value to our clients. We deliver increased transparency of cannabis products to inform both supply chain and consumer decision-making and reduce environmental impact. Our testing services provide information on acceptable amounts of compounds to verify products are safe for human consumption and to inform consumers about product potency parameters. To help ensure our clients and consumers are protected, the senior executives and scientists of Cannalysis meet regularly with policy makers and state legislators to ensure consumers are protected by the same regulations as big pharma. Good governance is required to continue increasing transparency for consumers. We are working to ensure Canalysis delivers information to further inform consumers, thereby helping to promote informed, responsible use of cannabis products. Cannalysis is innovating new ways of thinking about and operating within the cannabis market. We have ambitious goals and we are working everyday with our talented team of professionals, stakeholders and community to continue to improve the value Cannalysis creates and delivers as the demand for testing increases. With many lessons learned to date, 2018 is marking another successful year in our pursuit of increasing transparency throughout the cannabis supply chain. Brian Lannon CEO and Co -Founder of Cannalysis 2lpage Table of Contents Contents Tableof Contents................................................................................................................................ 3 OurApproach.................................................................................................................................. 4 Vision....... ................................... .......................................... .............................................:............ 4 Mission............................................................................................................................................ 4 History............................................................................................................................................. 4 WhatWe Do................................................................................................................................. 5 Investing in our People and Community....................................................................................... 6 CommunityGiving........................................................................................................................ 6 Jobs Contribution to Santa Ana................................................................................................. 6 Diversityand Gender................................................................................................................... 7 CannalysisGender...................................................................................................................... 7 EmployeeEngagement............................................................................................................... 8 SantaAna First.............................................................................................................................. 9 Gettingthe basics right............................................................................................................... 9 Sustainable Business Practices....................................................................................................... 9 UN Sustainable Development Goals........................................................................................... 9 Governance............................................................................................................................... 11 StakeholderEngagement......................................................................................................... 11 MaterialityImpact....................................................................................................................... 12 PublicPolicy................................................................................................................................. 13 SourcingLocal............................................................................................................................. 13 FutureGoals................................................................................................................................ 14 3 1 P a g e Our Approach Vision Cannalysis will become the worldwide leader in cannabis testing, driving innovation through technology and empowering the supply chain through transparency. Mission Cannalysis pairs the best and brightest talent with the latest in cutting edge technology to empower our customers with data and transparency in order to verify the legal supply chain of cannabis is compliant and safe for consumption. History Cannalysis started in 2015 as an idea and quickly morphed into an innovative operational business. Our idea stemmed from the need to provide standardized service to analyze cannabis and to increase transparency for cultivators, manufacturers, dispensaries, and individuals looking to know more about their products. We provide the conduit between data and consumers, thus transforming the cannabis industry. We have developed cutting edge testing methodologies and created a proprietary software platform to seamlessly integrate real-time data into current operations. This creates the infrastructure to increase transparency and drive innovation in the Cannabis industry. Cannalysis moved its headquarters from Costa Mesa to Santa Ana in February of 2018. Before opening our doors, we invested $2.3 million dollars in state-of- the-art equipment and laboratory construction. Cannalysis chose Santa Ana because of its pro-business development for cannabis companies, continual economic development and its central location, which allows us to attract and retain top talent. Santa Ana embraces a culture of diversity and inclusion that supports our diverse team and partners of all backgrounds. Cannalysis is now a fully licensed and BSO/IEC 17025:2005 Accredited analytical cannabis laboratory serving all of California. Additional locations are under way in Northern California, Oregon and Massachusetts. We use validated scientific methods to analyze cannabis products for compliance. Cannalysis provides Compliance Certificates of Analysis which are sent to the Bureau of Cannabis Control. We provide a safety net for all medicinal and recreational cannabis products to ensure that product complies with state laws. 41Page What We Do Analyze We qualify and quantify cannabinoids, chemical residues (pesticides, fungicides, plant growth regulators), residual solvents, microbiological impurities, heavy metals, terpenes, moisture content and water activity to help consumers understand the potential health effects of the product they consume. Manufacturers can more accurately dose their products, and cultivators can optimize their harvestsfor reduced environmental impacts. All test types are performed using validated scientific methods across all cannabis mediums. Communicate Our proprietary software platform, built from the ground up, streamlines the testing experience and puts the results at your fingertips in an easily accessible and understandable format. It is directly connected to our laboratory, so you have real-time information as to the status of your sample. Additional tools and notifications we provide create a testing experience that goes above and beyond what is currently available anywhere else in the market. Integrate Cannalysis provides an open API from our online )Cannalysis platform, allowing our customers the ability to integrate (s_iJlJ product information, photos, and test results directly to their own internal systems (ERP, POS, etc.), state track co £ 6 and trace, or Weedmaps menus at the click of a button. 51Page law siG.rv�Nca ®os%ceou rz3.ouwca a i oAsrHc a as%caG � lY%481Hp • asssee*r�c Q NG caw s os%eeTM 24.696 ND1 C, 1.0% 26.20% rvG Y iOTAI TNc TOTALcso TOTALOAN INOIG9 oo5%ceGo • as%CBG Mama` G az%cBN I o.a%csG NOC9G a.O Example of a Cannalysis dashboard Our proprietary software platform, built from the ground up, streamlines the testing experience and puts the results at your fingertips in an easily accessible and understandable format. It is directly connected to our laboratory, so you have real-time information as to the status of your sample. Additional tools and notifications we provide create a testing experience that goes above and beyond what is currently available anywhere else in the market. Integrate Cannalysis provides an open API from our online )Cannalysis platform, allowing our customers the ability to integrate (s_iJlJ product information, photos, and test results directly to their own internal systems (ERP, POS, etc.), state track co £ 6 and trace, or Weedmaps menus at the click of a button. 51Page Investing in our People and Community Community Giving We provide philanthropic support to local programs helping to improve the lives of disadvantaged students and our Santa Ana Community. Cannalysis supports a local non-profit organization, Boys Hope Girls Hope (BHGH), which has homes in Santa Ana. BHGH helps academically motivated children in need meet their full potential by providing housing, food, school supplies, and mentorship. We know that these types of programs can help give students a fresh start and provide safe spaces to grow, learn and prepare for college. In 2018 Cannalysis donated $2,000 to Boys Hope Girls Hope to empower the hope of ambitious local youth. Jobs Contribution to Santa Ana In the last year we grew our team of 7 to 28 employees that work out of our Santa Ana Headquarters. We've increased our staff by 300% over the past year and are projected to grow our Southern California team to 50 full-time employees by the end of 2019. To accommodate increasing demand for cannabis compliance testing, we have a planned lab expansion with an estimated buildout cost of $250,000 and an additional $2 million of equipment planned for 2019. Our business is inherently focused on recruiting employees from the Science, Technology, Engineering and Math (STEM) fields. Unlike many other cannabis businesses, the talent we attract is being pulled from top companies in Pharma, Software, Biotech, and Robotics. California's budding cannabis industry is expected to hit $3.7 billion by the end of 2018 and is projected to increase to over $5 billion in 2019.1 In a report by the https://www,businessinsider.com/californ ia-legalizing-weed-on-january-1-market-size-revenue- 61Page 2017-12 California Bureau of Cannabis Control there are 450 licensed state retailers, of which, 18 retailers are based in Santa Ana.2' Our headquarters are located in close proximity to Los Angeles, the largest cannabis market in America.3 According to the Bureau of Cannabis Control there are 36 licensed Testing Labs in the State of California as of November 1, 2018,4 yet only a handful are operational. Santa Ana is positioned to become Southern California's premier fully developed market for cannabis testing and retail. Cannalysis helps create more local wealth and jobs. Our business provides economic stimulus to Santa Ana through payroll, goods and services purchased from local businesses, profits spent by owners, and donations to local charities. Cannalysis helps create more local wealth and jobs for the Santa Ana community. Diversity and Gender At Cannalysis, we want to create a workplace that is inclusive of everyone. We have cultivated a company culture where everyone can be their authentic selves. To create a safe environment for our team members we need to create an environment that inspires each individual tothrive. Cannalysis Gender We started small and humble but as we grow we plan to increase representation of women and diversity on our team. We know it is vital to our business to improve the experience for women and underrepresented populations. We understand that we need to focus on moving towards a 50-50 gender balanced workforce and will double down to make that a reality. Cannalysis Labs Gender a Male 64;& R female 36A 2 https://www.bcc.ca.gov/clear/ileense-search.htmlf 3 https://www.thecannabist.co/2017/12/06/los-angeles-marijuana-regulations-progress/94006/ 4 https://www.bcc.ca.gov/clear/documents/testing.pdf 5https://www.amiba.neUresources/multi'plier-effect/ 71 Page Cannalysis Labs Race & Ethnicity LGBTQ+ Community N Asian 7% Stack or African American 4% IF Hispanic or Latino 21% M Indian 7% ■ White 61% Race & Ethnicity At Cannalysis, we seek to build a diverse talented team who will grow professionally, personally and challenge each other to be their best. We have created an inclusive community through encouraging open communication, collaboration and respect. We plan to continue in this vein as we expand and diversify our workforce even further. We have asked our employees to self -identify their sexual orientation. Their responses were voluntary, and from those who participated we found that 7% of our workforce identifies with the LGBTQ+ Community. We recognize this is an area that we need to focus on as we grow ourteam. Employee Engagement Through our company we engage and empower our employees to give back. We know how difficult it can be to start a business which is why we always try to support local first and whenever possible. During two team social hours hosted at our headquarters, we contracted Soho Tacos, a Santa Ana based business, which reinvested $3,000 into a local Santa Ana business. We plan to expand our employee engagement as our team grows to include volunteer days in the community in which employees can take a Volunteer Time -Off (VTO) included in our employee handbook. Furthermore, we would like to encourage our employees to consider alternative transportation which includes carpooling, vanpooling, public transportation, 81 Page biking, walking, etc. By 2020 we plan to offer $20 a month per employee to positively impact public health, economic growth, and quality of life. Santa Ana First We realize the value and power of employing team members locally. Where you live is a material factor for employers when assessing candidacy. Cannalysis prefers to hire, "local' candidates for our growing team in order to recruit high quality talent, reduced commute times, and be located in a city that aligns with our company culture. When we create a job posting we typically have over 200 applicants and have never experienced a shortage of paper -qualified candidates. Getting the basics right Full-time employees are provided a wide variety of benefits. In our company culture we depend on each team member to contribute to the success of the company therefore we offer our employees comprehensive benefits. Cannalysis currently offers the following benefits: • Kaiser Gold Level Healthcare • Parental Leave • Vision/Dental Plan 0 401 K Savings Plan Paid Vacation We provide Kaiser Gold Level Health Care, dental and vision. In addition, we offer a Safe Harbor 401(k) Savings Plan which offers free 3% of salary for retirement planning. Sustainable Business Practices UN Sustainable Development Goals 2018 was an important year at Cannalysis but our journey is just beginning. As we look towards the SUSTAINABLE future we want to align our sustainability goals with DEVELOPMENT the United Nations Sustainable Development Goals (SDGs). Cannalysis is an innovative tech -based ' le"ALS company and we believe business can drive market- based solutions in the cannabis industry. We are committing to collaborate, learn and take risks to transition into a socially responsible company. In order to create transformational change, we need to identify how we can address global sustainable development. 91Fage 4 QUALITY EDUCATION V i 8 DICENTWORKAND ECONOAOCGROWTH '� 4 QUALITY Goal 4 1 Quality Education EDUCATION We support local nonprofits that increase the ability for disadvantaged 'students to receive a quality education. We believe that the building blocks of a society is through building a solid foundation of education. Education is in our company DNA and our team comes from a broad array of educational institutions. We have PhD scientists, biologists, mechanical engineers, software developers lab technicians, and more. Goal 5 1 Gender Equality Although we are a relatively new company we take gender and diversity seriously. We understand that in order to grow we must push ourselves to give everyone a seat at the table. 8 DEBENTINORXAND Goal 8 1 Decent Work and Economic Growth ECCXpdIC0R0W1N As we expand we can hire more full-time employees and provide an inclusive workspace and fair wages. We want to get the basics right the first time around to retain our talented workforce. Goal 9 1 Industry, innovation and Infrastructure As an industry leader in cannabis testing, we feel it is our responsibility to continue to lead in innovation and infrastructure. Our approach has always been to think outside the norm and push boundaries to increase efficiencies. Solid infrastructure is needed to support this innovation and we plan to build that as the foundation of our growth, 10 Page Governance The Cannalysis Board of Directors is involved in the growth, strategy and operations of the business: asking the difficult questions, reviewing all decisions made. All of our board members have over five years of experience. As we expand our board we are seeking to increase the number or women on the board to diversify experiences and viewpoints. Stakeholder Engagement Stakeholder Groups Mechanism for Typical Key Topics of Interest Engagement Frequency Communities Meetings, email Monthly Economic development, communications. employment trends, environmental impacts, and community needs etc. Customers/Retailers Events, meetings, Daily Market trends, technology smalls, social needs, opportunities, state media. policy requirements. Employees Emails, meetings, Daily Company strategy, surveys, trends. engagement, andprocess. Investors Calls, emails, Weekly Market trends, company meetings, performance, risk marketing management. materials. Industry Trade Meetings, smalls, Weekly Research, progress, Associations conferences opportunities, workforce development. Shareholders Meetings, mail, Monthly Company's financial media performance, risk management. Regulators Meetings, emails, Daily Company's environmental and calls social impacts. Academia Panels, meetings, Quarterly Research progress, research projects, opportunities, workforce awards development. The stakeholder analysis helps to evaluate and identify stakeholders that can impact our strategy and reputation. These stakeholders can help drive sustainability in our space and help improve how sustainability will impact the Cannabis industry. 111Psge Materiality Impact Materiality is a critical input to our community benefit strategy because it ensures that we provide our stakeholders with sustainability information that is relevant to them. In order to do this, we conducted a materiality assessment. We chose to assess ten material aspects of sustainability for Cannalysis. The Global Reporting Initiative G4 guidelines recommends that materiality include direct and indirect impacts on its ability to preserve economic, environmental and social value. 6 A sustainable materiality report focuses on broader traditional measures of financial materiality to consider economic, environmental and social impacts that can meet the needs of today without compromising the needs of future generations.? 6 https://www2.globalreporting,org/standards/g4/Pages/default.aspx 7 https://www.globalreporting.org/SiteCollectionDocuments/Materiality.pdf 121Page E E N .T N d H N E d E CO .O. C W 'NO 0 d d °• N F * c v E m > — o c CO a c Matgnal To Mics 0 LL ¢ (D U � ai w' CO' U Product Safety and Stewardship x x x x x x x x Modern, Innovative Technologies and Products x x x x x x x x x Climate Change Mitigation and Adaptation x x x x x x x x x x Business Practices x x x x x x x x x Business Ethics x x x x x x x x Postive Relationship with Local Community x x x x x x x x Regulatory Policy x x x x x x Land Use x x x x x x x x x Soil Health x x x x x x x x x Patent and Data Rights x x x x x x Talent Management, Benefits and Diversity x x x x Cannabis Labeling x x x x x x x x x x Occupational Safety x x x x x Political Spending x x x x x x x 6 https://www2.globalreporting,org/standards/g4/Pages/default.aspx 7 https://www.globalreporting.org/SiteCollectionDocuments/Materiality.pdf 121Page Public Policy The California Cannabis Industry Association (CLIA) was founded to promote the growth of a responsible and legitimate cannabis industry. CLIA works towards social, economic, and legal, and environmental goals for the cannabis industry in California. As the industry's top trade organization Cannalysis identified this stakeholder as being key to regulatory policy progress in California. Our Chief Scientific Officer, Dr. Swetha Kaul has a PhD in Analytical Chemistry and a Masters in Pharmacology and Toxicology. She has over 11 years of experience and hails from the Botulism Toxin Research and Formulations Team at Allergan. She heads our efforts with CCIA by serving on its Board of Directors. Dr. Kaul is also the Chair of the Quality Control Committee, which makes recommendations to the state regarding testing. This committee is focused on the practical application of the rules and regulations as they pertain to testing labs and the cannabis industry. This committee provides best practices and insights to quality control issues and spear heads educational arm of the CCIA. Dr. Kaul also serves as the chair the Diversity and Inclusion Committee, which pushes for social equity, mentorship, and diversity in the cannabis industry. This work is integral in order to diversify our industry throughout all levels of leadership to reflect the diverse consumer base. Sourcing Local Whenever possible Cannalysis tries to utilize local businesses. We recently began a new robotics project to design a platform which will increase efficiency and accuracy within our lab. The long-term goal is to reduce our operating costs and generate more precise results. Chris Scholl, our Director of Automation and Robotics, has always preferred to utilize local businesses for his projects. These types of projects are complex, and we need to work closely with the supplier in order to get the exact specifications dialed in. We choose to source locally because the proximity to our business allows us to build relationships in our community, receive superior customer service as well as being important to our company culture. To make this project a reality we are currently collaborating with Metal Works, a CNC machine shop located on Edinger Avenue and Grand Avenue. They have been an integral part of creating the Robot's custom stainless-steel gripper fingers and custom anodized aluminum tube rack carriers. We are also working with Bay Advanced Technologies (BAT), an automation supplier located on Ritchey Street and Newport Circle in Santa Ana. BAT have supplied us with the 131Page air pneumatic components which are used to connect, control, clean and regulate the compressed air supply which is used on the robot platform. Lastly Weld Design, a CNC machine shop provides custom welding and fabrication located on McFadden Ave and Lyon Street. Weld Design has submitted an RFP for a custom fabrication and CNC machining a heavy-duty table to serve as the base to support the entire robot platform structure. Future Goals Gender, Diversity, and Inclusion In 2018 we began the first step which is surveying where we currently stand to set our targets. This process is a learning experience for us — we need to determine which groups we plan to set targets for managers, seniority levels, and our board. We understand that environment, gender equality and flexibility are integral to a core business. Gender equality facilitates better business understanding both genders, increases creativity, innovation, and organizational agility.z In order to meet a target set we have identified the systems required to support the achievement of our targets. We have leadership commitment, strategic intent, stakeholders, organizational culture and accountability through measurement and reporting. By 2020, Cannalysis has set a target to achieve a 50-50 gender ratio. In order to develop Diversity and Inclusion targets we plan to distribute an employee survey to understand what goals they would like to see implemented. We want to have 60% of our employees submit responses to create an initial benchmark. Cannalysis should strive for a board and leadership that reflects the community profile in terms of race, ethnicity, socioeconomic status, sexual orientation, age, cultural identification, and physical ability. This is not to say that people from one group will not do a good job representing people from another. However, diverse board and leadership encourages the exchange of different perspectives, facilities innovative problem -solving, and supports social equity in communities. In 2019 we plan to increase our outreach efforts to target an increase in underrepresented applicants by 20%. We plan to work with our Human 2 For example Credit Suisse (2012), Gender Diversity and Corporate Performance, McKinsey (2010), Women Matter: Women at the top of corporations: Making it happen, McKinsey and Company (2012), McKinsey Quarterly: Is there a payoff from top team diversity? 141Page Resources contact to start tracking the number of diverse candidates we are interviewing moving forward. We will overhaul our job descriptions to include inclusive language. We also plan to reach out to the Santa Ana Business Chamber of Commerce to include all Cannalysis job listings. By the end of 2019 we plan to reassess job requirements for senior leadership and board positions, expand our applicant pool, acknowledge unconscious bias, rethink our interview process, minimize gender pay gap and make sure that everyone has access to mentors. Energy and Emissions Energy Tracking and Management We are in the process of drafting a full building inventory, collect twelve months of complete utility data for each building and enter that information into an Energy Tracking and Management (ET&M) system to establish a historical baseline. Then utilize the Department of Energy's Energy Star Portfolio Manager (ESPM) to log our data. Cannalysis Commercial Energy Fellowship We plan to hire a summer fellow to critically assess Commercial Energy Efficiency. The fellow will gather data and energy metrics to create an Energy Star Portfolio to benchmark for the Santa Ana Headquarters and research the Go Green Financing Program an energy efficiency program run by the state to reduce energy usage, improve the comfort and health of our business. Furthermore, this fellow can explore energy business goals, fleet electrification, hybrid vehicles, circular economy, and green chemistry options to reduce our environmental footprint. Greenhouse Gas (GHG) Footprint A Carbon Footprint measures the amount of greenhouse gas (GHG) emissions produced by operations in a given year. Creating a footprint is the first step to reducing GHG emissions. Completing a Carbon Footprint requires an accounting -like inventory of all the sources of GHG in our building, fleet, and operations. The footprint will also enable us to track its progress and determine if new policies are having an impact. Transportation - Fleet Inventory Cannalysis manages equipment and vehicles that provide services and allow 151,Page employees to conduct business. The equipment and vehicles make up a fleet that contributes to greenhouse gases as well as other pollutants to the environment. Performing a fleet inventory allows us to evaluate our current vehicles and equipment to better understand where efficiency might be improved. The inventory includes surveying how the vehicle is used, as well as its environmental impact and fuel usage. Assess Green Fleet and Fleet Electrification A "Green Fleet" minimized the negative environmental impacts, as well as operating costs by improving energy efficiency and reducing emissions through the use of alternative vehicles and fuels. Green fleets are developed by purchasing more fuel-efficient vehicles, converting to cleaner fuels, training drivers to operate vehicles for maximum efficiency, downsizing to small vehicles and reducing use of motor vehicles. Electric Vehicle Charging Station Infrastructure The benefits of fueling transportation with electricity, rather than petroleum, are especially pronounced in California since transportation represents a large portion of energy use and greenhouse gas emissions. Furthermore, California's electricity supply is relatively clean compared to other states. Increasing the fraction of miles that are electrically fueled translated to direct improvements in air quality, reduced GHG emissions, and reduced dependence of fossil fuels. Facilitating a faster migration to electrically fueled vehicles is one of the highest impact strategies for making California's energy infrastructure more sustainable. Implementation & Reporting We plan to form a Cannalysis Sustainability Committee (CSC) which will lead the development and implementation of the goals and initiatives stated in this report. The CSC will be responsible for company -wide implementation and reporting based on the Santa Ana Community Benefit and Sustainability Report. This plan will be implemented through the 2020 Fiscal Year. This plan is a living document and will evolve and change over time with a formal process to review, update, and establish new goals at the end of each year. Procurement — Green Purchasing Program: Cleaning Products Green cleaning products offer effective performance while minimizing effects on health, environment, and worker safety. Cannalysis plans to select environmentally cleaning products for our headquarters. We will scope this project with the help of the Procurement Support Intern to research and compile 16Page a list of products, prices, vendors and service providers that offer environmentally friendly cleaning products. Procurement Support Intern We plan to incorporate sustainable sourcing in our procurement strategy for 2019 and 2020. We plan to hire a summer intern to help kick of this project from June to August with an option to stay on our team to December of 2019. This intern will assess and rank suppliers to provide information on costs to institute a green purchasing policy. This intern will also research the Green Labs Programa at Harvard and the Sustainable Labs Guides from McGill University to cultivate the next generation of sustainability solutions for the cannabis industry. Recycled Paper Buying recycled content products is simple way to make progress towards implementing a comprehensive Green Purchasing Program. Our target is to purchase 50% recycled products from existing vendors and seek out new suppliers if necessary. Furthermore, we plan to purchase at least 50% of our copy paper with a minimum of 30% post -consumer recycled content. Recycling Develop and implement a comprehensive Recycling and Waste Reduction Education and Compliance Strategy aimed at increased the quantity and quality of recycling materials collected from employees, while reducing the amount of solid waste they generate. Conclusions We have a long road ahead of us to improve our community benefit and sustainability strategy. The strong foundation we have built as a company and an industry leader have positioned Cannalysis to take the lead on policy, social equity, and environmental issues in the market as it is a priority for our company. We look forward to continued growth as Santa Ana considers developing a Department of Cannabis Regulation to help spur further growth in our region. 8 https://green.harvard.edu/programs/green-labs g https://mcgill.ca/sustainability/files/sustainability/sustainable-labs-guide-final-2017.pdf 171Page Resources Berke, J. (2018, February 28). California's cannabis market is expected to soar to $5.1 billion - and it's going to be bigger than beer. Retrieved from https://www. businessinsider.com/california-legalizing-weed-on-january-1- m a rket-s i ze- reve n u e-2017-12 Department of Consumer Affairs, State of California. (n.d.). Check a License. Retrieved from hftps://www.bcc.ca.gov/clear/license_search.htmi Department of Consumer Affairs, State of California. (n.d.). License Search. Retrieved from httos://www.bcc.ca.gov/clear/license search.htmif Global Reporting Intitative. 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Rancho Cordova, CA: Bureau of Cannabis Control. doi:https://www.bcc.ca.gov/clear/documents/testing.pdf The Multiplier Effect of Local Independent Businesses. (n.d.). Retrieved November 10, 2018, from https://www.amiba.net/resources/multiplier-effect/ What is GoGreen Financing? (n.d.). Retrieved November 6, 2018, from https://gogreenfinancing.com 191Page