Bakery Antioch I, LLC (Red Workshop) Operating Agreement date the fees are paid. One or more deficiency determinations of the amount of fees owed for a period or periods may be made. The determination of the City Manager pursuant to this subsection is appealable pursuant to Title 1, Chapter 4 of the City’s Municipal Code.
7. Social Equity Programs.
a. Operator agrees to implement and maintain for the entirety of the term of this Agreement a Social Equity Program (“Equity Program”) to benefit the City and its residents, to foster equitable participation in the cannabis industry, and to create business opportunities for those most negatively impacted by the enforcement of cannabis laws prior to the legalization of cannabis in California.
Operator shall initiate its Equity Program within three months of this Agreement’s Effective Date. b. Operator has prepared a Social Equity Program Plan (“Equity Plan”), which includes the Equity Program’s description, a non-profit social equity program plan organization (“Equity Plan Organization”) located in Antioch and approved by the City, and an action plan with goals, tasks, responsible parties, timelines, and measurable outcomes. The Equity Plan is set forth in Exhibit D, attached hereto and incorporated herein, Operator shall provide a written report, quarterly for its first year of operation and semi-annually thereafter, to the City Manager and City Attorney on its progress in carrying out the Equity Program’s goals and measurable outcomes. Upon request of the City Manager or City Attorney, Operator shall also agree to provide a presentation to the City Council on the Equity Plan’s goals and measurable outcomes. The Equity Plan may be modified in writing by request of the Operator and only with prior written approval of the City Manager or the City Attorney. c. If the City Council, the City Manager, or the City Attorney reasonably determines that Operator’s Equity Plan does not adequately achieve the City’s goals as set forth, the City Council, the City Manager, or the City Attorney shall have the discretion to require the Operator to modify its Equity Plan subsequent to one or more meetings with the Operator. except that the City may not unilaterally increase the percentage of gross receipts or income of any kind Operator provides identified in Exhibit D pursuant to its approved Equity Plan.
d. Operator agrees to fund its Equity Plan, as detailed in Exhibit D, with the first payment submitted to its Equity Plan Organization at the same time as the first payment for gross receipts and/or square footage is due under Section 6b hereof. Subsequent payments to its Equity Plan Organization shall be made quarterly with each subsequent quarterly payment due on January 15, April 15, July 15, and October 15 or, if the 15this a weekend day or a national or state holiday, on the next business day. Late payment from the Operator to the Equity Plan Organization shall be subject to the same penalties and interest set forth in section 6 hereof.
8. Applicable Law. At all times, Operator shall conduct its Business Operations consistent with Applicable Law, including the City’s ordinances, rules, and regulations; the CBUP; and this Agreement, as each may be amended or modified from time to time. Any violation thereof by Operator or its Business Operations may, at the City’s discretion, be considered Evidence of Default, subject to the terms of Section 9 below.
9. Default.
EXHIBIT 1 TO ATTACHMENT A
Bakery Antioch I, LLC (Red Workshop) Operating Agreement a. If the City Manager finds Evidence of Default, the City Manager shall provide at least forty-five (45) days’ written notice thereof to Operator, with the notice specifying the nature of the default, the facts supporting such Evidence of Default, and the manner in which the Default may be cured. Within that forty-five day period, Operator shall cure the Default to the City Manager’s reasonable satisfaction, provide evidence with supporting facts as to why no Default exists, or provide alternatives satisfactory to the City Manager acting reasonably to address the Default. b. If the City Manager is not satisfied with Operator’s response and/or believes a Default continues to exist, then the City Manager may, at his/her sole discretion:
Order the Operator to suspend all Business Operations at the Site until the Default is cured.
Take such other action as may be authorized by the CBUP or this Agreement.
Remedy the Default and charge the costs thereof to the Operator, who agrees to pay such sums.
c. The decision of the City Manager under this section is appealable pursuant to Title 1, Chapter 4 of the City’s Municipal Code.
d. The remedies of this section, plus any other remedies set forth in this Agreement and remedies available in law or in equity are cumulative, and non-exclusive. Such remedies are distinct and separate whether or not exercised by the City. The City may, in its discretion, exercise any or all of its rights and remedies, at once or in succession, at such time or times as it considers to be appropriate.
10. Record Keeping. Operator shall keep, maintain, and preserve to the extent applicable all records that may be necessary to determine the amount of gross receipts, the number of retail delivery vehicles, the amount of cannabis manufactured, the amount of cannabis delivered, and any and all other records by which City may determine and verify the amount of fees due to the City pursuant to Section 6 hereof.
At Operator’s expense, City shall have the option of conducting, whether by City staff or by a City-selected consultant, an annual audit to verify the fees due to the City pursuant to Section 6 hereof and compliance with Exhibit D. City shall have the right to inspect such records at all reasonable times during normal business hours and upon not less than five (5) business days’ prior notice. To the extent permitted by Applicable Law, City agrees to treat such records as confidential.
11. Annual Review. In addition to the right to conduct an audit pursuant to Section 10 hereof, the City Manager, at his/her discretion, may direct City staff or a third party to review, no more frequently than once per year, the Business Operations and compliance thereof with the CBUP and this Agreement.
Operator shall be responsible for paying the costs of this annual review, which shall not exceed $10,000 per review, adjusted annually by the CPI index for Bay area cities. In the event there is good cause for a review that would exceed $10,000 (as adjusted annually), Operator and City shall negotiate a minor amendment to allow for such review. Based on this review, City may require additional mitigation measures or other changes to the Business Operations to assure compliance with the CBUP and this Agreement.
12. Amendments. This Agreement may be amended from time to time, if in writing and signed by both parties. The City Manager or the City Attorney shall have the discretion to approve a Minor EXHIBIT 1 TO ATTACHMENT A
Bakery Antioch I, LLC (Red Workshop) Operating Agreement Amendment to this Agreement or to refer such Minor Amendment to the Council for review and possible action. The City Council, at a duly noticed public meeting, shall have the discretion to approve a Major Amendment or a Minor Amendment, which has been referred to the Council.
13. Assignment. City has entered into the Agreement with Operator in reliance upon Operator’s specialized knowledge, experience, and expertise relating to the Project and cannabis-related business.
Therefore, this Agreement may not be assigned or otherwise transferred by Operator, whether to a third party or to another entity (even if Operator is a partner, owner, or otherwise a participant in such entity), without the prior written authorization of the City Council at a duly noticed meeting. Any such assignment or transfer, at City’s sole discretion, may be considered Evidence of Default. Should Operator wish to assign or otherwise transfer the Agreement, Operator shall provide evidence to the reasonable satisfaction of the City Manager and the City Attorney of the specialized knowledge, experience, expertise, and financial stability of the proposed assignee or transferee prior to review and possible approval by the City Council.
14. Indemnification. Operator agrees to indemnify, defend, and hold harmless City, its officers, officials, employees, agents, and consultants from any and all administrative, legal, or equitable actions, claims, or other proceedings instituted by any person or entity not a party to the Agreement challenging the validity of the Agreement or any action arising out of or relating to the Agreement. Operator shall pay for City’s costs of defense, whether directly or by timely reimbursement on a monthly basis. Such costs shall include, but not be limited to, all court costs and attorney’s fees expended by the City in defense of the action or proceeding, plus staff and consultant time spent in regard to defense of the action or proceeding. The parties shall use best efforts to select mutually agreeable defense counsel but, if the parties cannot reach agreement, City may select its own legal counsel and Operator agrees to pay directly or timely reimburse on a monthly basis City for all such court costs, attorney’s fees and time referenced herein.
Operator further agrees to indemnify, defend, and hold harmless City, its officers, officials, employees, agents, and consultants from any and all claims, costs, and liability for any damages, personal injury or death, or property damage which may arise directly or indirectly from Operator’s Business Operations pursuant to this Agreement, except as caused by City’s sole or gross negligence.
15. Insurance.
a. For the term of the Agreement, Operator shall be required to, and agrees to, maintain in full force and effect public liability and property damage insurance, including personal injury in an amount of not less than three million dollars ($3,000,000) per occurrence and five million dollars ($5,000,000) aggregate, and automobile insurance for owned and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate. Each policy shall have such coverage and limits as may be reasonably requested by City from time to time. Each policy shall have a self-insured retention of not more than one hundred thousand dollars ($100,000). b. The insurance referenced herein shall include endorsements, naming as additional insureds the City, its officers, officials, employees, consultants, and agents. The endorsements shall also specify that the insurance is primary, with any policies held by the City to be non-contributing.
EXHIBIT 1 TO ATTACHMENT A
Bakery Antioch I, LLC (Red Workshop) Operating Agreement c. The insurance referenced herein shall be evidenced by certificate(s) of insurance, which shall be kept current during the term of this Agreement. d. The certificate(s) and endorsement(s) shall be provided to, and approved by, the City Attorney prior to Operator beginning Business Operations. e. The insurance shall be placed with a company authorized to transact business in the State of California and with a rating of not less than A.M. Best-A, or such other rating as approved by the City Attorney.
f. Operator shall provide at least thirty (30) days’ prior written notice of any cancellation, reduction in scope or amount, or material modification of the insurance referenced herein. g. If Operator fails to maintain the insurance referenced herein, the City in its sole discretion may obtain such insurance at Operator’s expense, with Operator obligated to promptly reimburse the City, or determine such failure to be Evidence of Default.
16. Notices. Any notice or communication required by the Agreement between the parties shall be in writing and may be delivered either personally or by registered mail, return receipt requested. Notice, whether given by personal delivery or by registered mail, shall be deemed to have been given and received on the day of actual receipt at any of the addresses designated below as to the party to whom the notice is sent. Any party hereto may at any time, upon written notice to the other party hereto, designate any other address in substitution of the address to which such notice or communication shall be given.
However, should a party’s address no longer be valid such that delivery by registered mail, return receipt required, is not successful, then delivery by U.S. mail shall be effective five business days after mailing of notice. Such notices or communications shall be given to the parties at the addresses set forth below:
To the City of Antioch:
If by personal delivery: If by U.S. mail:
City of Antioch City of Antioch
200 H Street P. O. Box 5007
Antioch, CA 94509 Antioch, CA 94531-5007
Attn: City Manager Attn: City Manager
With a copy to:
If by personal delivery: If by U.S. mail:
City of Antioch City of Antioch
200 H Street P. O. Box 5007
Antioch, CA 94509 Antioch, CA 94531-5007
Attn: City Attorney Attn: City Attorney
To Operator:
EXHIBIT 1 TO ATTACHMENT A
Bakery Antioch I, LLC (Red Workshop) Operating Agreement Bakery Antioch I, LLC
c/o Red Workshop
Sara Connolly
14005 Palawan Way #119
Marina del Rey, CA 90292
Andrew Modlin
1450 Blue Jay Way
Los Angeles, CA 90069
William De Leon
5 Greens Bluff
Newport Coast, CA 92657
17. Miscellaneous
a. Each party has had an equal opportunity to consult with legal counsel. Therefore, the usual construction of an agreement against the drafting party shall not apply to the Agreement. b. If any term, provision, covenant, or condition of this Agreement is held by court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement shall continue in full force and effect, unless enforcement of the Agreement as so invalidated would be unreasonable or grossly inequitable under all the circumstances or would the frustrate the purpose of the Agreement. c. The Parties shall take all steps reasonable and necessary to effectuate the terms and intent of the Agreement. However, no provision of the Agreement shall limit, or be construed to limit, the right of the City, the City Manager, the City Attorney, or the City Council to exercise discretion as to the Agreement or other matters.
d. The Parties are not, and shall not be construed, to be partners or joint venturers. e. The only parties to the Agreement are City and Operator. There are no third-party beneficiaries and the Agreement is not intended, and shall not be construed, to benefit or be enforceable by any other person whatsoever.
f. In the event that suit is brought by either Party to the Agreement, the Parties agree that venue shall be exclusively vested in the state court of Contra Costa County, or in the U.S. District Court for the Northern District of California.
g. This Agreement and the Exhibits attached hereto contain all the representations and the entire agreement between parties with respect to the subject matter hereof. h. The Parties acknowledge that City would not have entered into this Agreement had it been exposed to damage claims from Operator for any breach hereof. As such, the Parties agree that in no event shall Operator be entitled to recover damages against City for breach of this Agreement.
EXHIBIT 1 TO ATTACHMENT A
Bakery Antioch I, LLC (Red Workshop) Operating Agreement i. This Agreement may be executed in duplicate counterpart originals, each of which is deemed to be an original, and all of which when taken together shall constitute one and the same instrument. j. All waivers must be in writing to be effective or binding upon the waiving party and no waiver shall be implied from any omission by a party to take or not take any action with respect to default or other matters. Failure by a party to insist upon the strict performance of any provisions of the Agreement by the other party shall not constitute waiver of such party’s right to demand strict compliance by the other party in the future. Furthermore, no express written waiver of any default shall affect any other default or cover any other period of time specified I such express waiver. k. Notwithstanding termination or expiration of this Agreement for any reason, Sections 6c, 6d, 10 and 14 shall be continuing obligations of Operator and shall survive this Agreement.
EXECUTED AS OF _________, 2022.
CITY OF ANTIOCH BAKERY ANTIOCH I, LLC
By: ____ By:
Cornelius H. Johnson, Interim City Manager
Attest:
_____________________________________
Elizabeth Householder, City Clerk
Approved as to form:
_____________________________________
Thomas Lloyd Smith, City Attorney
EXHIBIT A
[to be attached]
EXHIBIT B
The Site is located at 2515 W. 10th Street, Antioch, CA 94509, and is APN 074-051-018-5
EXHIBIT C
Business type Yr 1 Yr 2 Yr 3 Yr 4+
Retail (% of Gross Receipts) 2% 3% 4% 5%
Microbusiness (% of Gross Receipts) * 2% 3% 5% 6%
Cultivation (per square foot) * $2 $3 $5 $6
Distribution 2% 3% 4% 5%
Manufacturing 2% 3% 4% 5%
*Eligible for local employment incentive, as follows:
The total amount payable to City by the Operator pursuant to this Exhibit shall be reduced by the following amount(s) if the Operator employs not fewer than the following numbers of Antioch residents on a full-time basis, providing healthcare benefits:
At least 20 City residents 1%, but not to exceed $60,000 At least 50 City residents 3%, but not to exceed $150,000 At least 100 City residents 6%, but not to exceed $300,000 At least 150 City residents 9%, but not to exceed $450,000 200 or more City residents 12%, but not to exceed $600,000 Example: If the revenue due to the City from Operator, based on Gross Receipts, is $500,000, and the Operator employs 51 City residents, then the $500,000 would be reduced by 3% and the Operator would owe the City $485,000.
For any Operator requesting the local employment incentive, the City reserves the right to verify the number of City residents employed on an annual basis.
EXHIBIT D
Operator will donate a percentage of gross receipts to programs whose purpose is to help underprivileged children or adults who have been adversely affected by drug abuse, with such programs serving Antioch residents.
Consistent with this goal, Operator will provide to Opportunity Junction, Inc., an Antioch 501 (c)(3) non- profit corporation, the following funding: 0.25% in year one, 0.37% in year 2, and 0.5% in year 3 and thereafter (with a minimum annual guarantee of $25,000) of gross receipts, paid consistent with the terms of the Operating Agreement.
Operator’s funding will help Opportunity Junction expand its existing Healthcare Career Pathway program into Antioch. This program offers training to become a Certified Nursing Assistant (“CNA”), which will help the trainees begin careers leading to financial security and increase the number of local CNAs, which may improve healthcare equity in the region.
DELIVERY VIA ELECTRONIC MAIL
Date: February 24, 2022
To: Thomas L. Smith
City Attorney
Email: [email protected]
Phone: 925-779-7025
CC: Ruthann Ziegler
Counsel
Email: [email protected]
From: Bakery Antioch I, LLC
Ryan Johnson
General Counsel
Email: [email protected]
Phone: 949-275-0747
RE: Licensee) Request for Approval of Transfer of Ownership of Cannabis Business Use Permit #19-14
Dear Mr. Smith,
Please accept this written request regarding Ldesire to transfer 100% of its ownership interest in its Cannabis Business Use Permit #19-14 located at 2515 W. 10th Street, Antioch, CA to .
approval, the transferee has agreed to purchase 100% of the ownership interest of the Licensee to acquire Cannabis Business Use Permit #19-14.
In compliance with Section 13 of the recorded Operating Agreement by and between the City of Antioch and Licensee, dated April 8, 2021, Licensee and the transferee provided evidence and documentation supporting the , and financial stability to the City for its review and consideration on January 28, 2022.
Transferee has reviewed the Operating Agreement and the Cannabis Business Use Permit #19-14 and has represented to Licensee that it agrees to all the terms and conditions therein and will not be requesting any modifications.
In light of the foregoing, Licensee and transferee would like to request an opportunity to appear at the next City on the proposed transfer of ownership.
Thank you in advance for your time and consideration. Please contact me with any further questions or concerns.
Sincerely,
_______________________
Ryan Johnson
General Counsel
Red Workshop Cannabis Experience
Red Workshop, LLC is owned and operated by a highly experienced executive team with nearly 5 decades of combined cannabis retail experience, opening and operating over 55 fully licensed and compliant retail storefronts, delivery operations, and cultivation, manufacturing, and distribution facilities across 6 states. All licenses, while under the management of the ownership team, have a 100% renewal rate with 0 compliance violations.
Adam Bierman Operations Advisor/Owner
Adam Bierman, a cannabis industry veteran since 2010, is an outspoken advocate of institutional practices, professional standards, and clear and reasonable regulations that will take the cannabis industry to its next, mainstream phase. He has been featured in several news outlets including CNBC, Bloomberg News, Forbes, CNN, Fox Business, Time Magazine, the Los Angeles Times, and U.S. News & World Report, among others.
His efforts propelled MedMen to successful new heights, including taking MedMen public on the Canadian stock exchange in May 2018. With the success of MedMen and Coastal, Mr. Bierman continues to bring recognition and legitimacy to the legal cannabis retail industry. As an owner of Red Workshop, Bierman will use his 11 years of experience operating state-legal businesses across the cannabis supply chain to inform and guide successful day-to-day operations and bring more legitimacy to the emerging legalized market in Antioch.
Andrew Modlin Operations Advisor/Owner
Andrew Modlin was the visionary architect behind the MedMen brand. Known for his imaginative and innovative techniques, he is credited for "mainstreaming marijuana" through the successful branding of MedMen and rebranding of Coastal, demonstrated through an award-winning design and often imitated but never surpassed retail store experience. A visual artist by training, Modlin's vision formed unique retail concepts and aesthetics, allowing safe access to regulated cannabis for patients and adult-use consumers. Modlin is credited with several innovations in the development of cannabis product manufacturing, display, and retail store operations. His vision of transparent operations results in an informed and unhindered shopping experience often compared to the high-end service found at Apple stores, Tiffany & Co., and other sophisticated retailers. His vision will guide the Red Workshop design and curate an unrivaled consumer experience. Regardless of geographical location, customers enjoy the same transparent and educational cannabis shopping experience, attributed to the consistency and careful attention to detail Modlin provides to each owned or managed facility.
Sara Connolly Operations Advisor/Owner
Connolly entered the cannabis space in 2016, teaming up with Bierman and Modlin in the infancy of MedMen. Bringing years of operations and supply chain experience from various industries such as solar and CPG manufacturing, Connolly is known as a transformational leader with a track record of opening and operating compliant cannabis retail stores, turning failing assets around, creating and executing strategic operational plans, building and developing strong diverse teams, and delivering long-term sustainable results through optimizing and implementing industry best practices. While at MedMen Connolly held various executive positions instrumental in building and executing the successful operations of the company, overseeing various departments such as retail, cultivation, extraction, manufacturing, product development, security, project management, and business intelligence.
Ms. Connolly has transformed all standard operating procedures to be effective, efficient, and reflective of industry best practices. Ms. Connolly has revamped the end-to-end supply chain, entering into strategic partnerships to offer better selections of products to consumers with more consistency and quality.
Website and Social Media
The Red Workshop is a white glove cannabis asset management company and ownership group. Due to the nature of its business and place in the industry, through its founders, Red Workshop has not needed a website to date to drive success, although it fully plans to do so. The company is currently focused and working on designing and deploying a state-of-the-art website for Mega Buds which should be launched shortly before the store opening date.
Following:
List of licensed cannabis businesses that have previously executive team to demonstrate specialized knowledge, experience, and expertise in the cannabis industry (Appendix A).
Current bank balances for the month ending March 2022 for Red Workshop, LLC and Red Workshop Antioch, LLC to demonstrate financial stability (Appendix B).
License Name License Type Location State
Southern California Collective Cultivation Los Angeles CA Desert Hot Springs Green Horizons, Inc. Cultivation Desert Hot Springs CA MMNV2 Holdings I, LLC Cultivation Washoe County NV
EBA Holdings, Inc. Cultivation / ManufacturingScottsdale AZ MedMen NY, Inc Cultivation / ManufacturingUtica NY
MME Florida, LLC Cultivation / ManufacturingEustis FL
Coastal Delivery Services, LLC Delivery Santa Barbara - City CA Coastal Delivery SLO, LLC Delivery San Luis Obispo - City CA Coastal Dispensary LLC Dispensary Santa Barbara - City CA Coastal Retail Lompoc, LLC (Stockton) Dispensary Stockton CA Releaf Alternative Cooperative, Inc Dispensary Vallejo CA Southern California Collective - Coastal LA Dispensary Los Angeles CA Varda, Inc. Dispensary Pasadena CA
Advanced Patients' Collective - MedMed DTLA Dispensary Los Angeles CA MME CYON Retail, Inc. - MedMen Beverly Hills Dispensary Los Angeles CA Farmacy Collective - MedMen WeHo Dispensary West Hollywood CA Rochambeau, Inc. - MedMen Emeryville Dispensary Emeryville CA Sure Felt, LLC - MedMen Torrey Pines Dispensary San Diego CA MMOF San Diego Retail, Inc. - MedMen Kearny MesaDispensary San Diego CA The Compassion Network - MedMen Venice Dispensary Los Angeles CA The Source Santa Ana - MedMen Orange County Dispensary Santa Ana CA MATTNJEREMY, INC - MedMen Long Beach Dispensary Long Beach CA Nature's Cure - MedMen LAX Dispensary Los Angeles CA
Venice Caregiver Foundation, Inc - MedMen Abbot KinneyDispensary Los Angeles CA PHSL, LLC - MedMen Seaside Dispensary Seaside CA
MMOF Vegas Retail Inc - MedMen Paradise Dispensary Las Vegas NV MMOF Fremont Retail, Inc. - MedMen DTLV Dispensary Las Vegas NV MMOF Vegas Retail 2, Inc. - MedMen Spring ValleyDispensary Las Vegas NV EBA Holdings, Inc. - MedMen Talking Stick Dispensary Scottsdale AZ CSI Solutions - MedMen Scottsdale Dispensary Scottsdale AZ Kannaboost Technology, Inc - MedMen Tempe Dispensary Tempe AZ MedMen - New York City Dispensary New York NY
MedMen - Buffalo Dispensary Buffalo NY
MedMen - Syracuse Dispensary Syracuse NY
MedMen - Lake Success Dispensary Lake Success NY
MedMen - Orlando Dispensary Orlando FL
MedMen - St. Petersburg Dispensary St. Petersburg FL
MedMen - Fort Lauderdale Dispensary Ft. Lauderdale FL
MedMen - West Palm Beach Dispensary West Palm Beach FL
MedMen - Sarasota Dispensary Sarasota FL
MedMen - Pensacola Dispensary Pensacola FL
MedMen - Key West Dispensary Key West FL
MedMen - Miami Beach Dispensary Miami Beach FL
MedMen - Tallahassee Dispensary Tallahassee FL
Future Transactions Holdings, LLC - MedMen Oak ParkDispensary Oak Park IL MME Evanston Retail LLC - MedMen Evanston Dispensary Evanston IL Skyline Yarok LLC (pending license) Dispensary Daly City CA Divisadero Equity Partners (pending license) Dispensary San Francisco CA Green Qween (pending license) Dispensary Los Angeles CA Bdo Investments ph, LLC - From the Earth Dispensary Port Hueneme CA Dbo Investments SA, LLC - From the Earth Dispensary Santa Ana CA Dbo Investments lb, LLC - From the Earth Dispensary Long Beach CA Viktoriya's Medical Supplies, LLC - MedMen San JoseDispensary San Jose CA Coastal Distribution, LLC Distribution Santa Barbara - City CA Southern California Collective Distribution Los Angeles CA Advanced Patients' Collective Distribution Los Angeles CA Desert Hot Springs Green Horizons, Inc. Distribution Desert Hot Springs CA Coastal Manufacturing, LLC Manufacturing Santa Barbara - City CA Desert Hot Springs Green Horizons, Inc. Manufacturing Desert Hot Springs CA MMNV2 Holdings I, LLC Manufacturing Washoe County NV