~I WILLIAM NOYES WEBSTER FOUNDATION, INC. … application refers to James Paul Sipe, IV as William Noyes Webster Foundation, Inc. 's Cultivation Consultant in the responses to Questions

DPH1000505

WILLIAM NOYES WEBSTER FOUNDATION, INC. 46 Stonehedge Drive Barnstable, MA 02630 (949) 873-3953 [email protected]

February 2, 2016

Hand-delivered

Eric Sheehan, Interim Bureau Director Department of Public Health Medical Marijuana Program RMD Applications 99 Chauncy Street, 11th Floor Boston MA 02111

FEB 0 2 2016

r..~ .\. Dcri1 oi Pirnie ~I gg Gt'dt:n(.."'Y ~ .... BJ~~.; • ~,iA o;.. 11

Re: William Noyes Webster Foundation - Revised Management and Operation Profile -Application 1 of 2

Dear Director Sheehan:

This letter is in response to your request for information letter dated December 9, 2015, requesting further information from the Foundation as to Management and Operations Profile it filed on October 9, 2015, as to its "1 of 2 application." In your letter you list 11 points that the Foundation needs to address relative to the management and operations profile it submitted. The answers to your question are listed below, as well as attached on the page of the profile that asks the particular question.

I want to apologize first for my submitting the profile with the statement, "The Foundation's ... has been approved by the DPH under the provisional license .... " in various questions of the profile. I was under the belief that in being granted a provisional license that DPH has already approved portions of the Foundation's management and operations plan. I understand now such process is still ongoing relative to the Foundation's provisional certificate of registration.

Question 1

The applicant has indicated four new individuals who are contributing 5% or more of initial capital to operate the proposed RMD: Montgomery Mark Cole, Walter R. Young, Jr., Dale W. Slater, and Richard Y. Goswick, Sr. Character and Competency forms have not been submitted for those individuals. The applicant must submit Character and Competency forms for those individuals.

DPH1000506

Answer 1

Montgomery Mark Cole, Walter R. Young, Jr., Dale W. Slater, and Richard Y. Goswick, Sr. are no longer involved in providing capital to the Foundation in order to operate the proposed RMD. The Foundation has new individuals - Richard Winter and Allan Roth- that are contributing 5% or more of initial capital. I have enclosed the character and competency form for each individual. I am also inclosing a revision to Section F. Capital Contributors of the profile, as well as a revised Section D. Initial Capital Requirement of the Application of Intent. The $900,000 listed in this section was funds made available by Michael J. Bruce. Once the Foundation files the revised form, the Foundation will inform Mr. Bruce that the funds no long need to be made available to the Foundation.

Question 2

The Applicant did not initial the attestation on the bottom of Page 24 of the application. The Applicant must resubmit Page 24, completed, with an initialed attestation included.

Answer2

I have enclosed a completed Page 24 of the Management and Operations Profile with the initialed attestation at the bottom.

Question 3

In response to Question 17, applicant states that Jane W. Heatley has served as president of the William Noyes Webster Foundation since its inception in August, 2013. Ms. Heatley's Employment and Education Form states, however, that she has been employed with the William Noyes Webster Foundation from February, 2014 and the present. Applicant must resubmit a completed Question D. 17, or a new Employment and Education Form for Ms. Heatley, to make the dates consistent.

Answer3

Since the inception of the Foundation, Jane Heatley has been the president of the Foundation. Ms. Heatley did not start receiving compensation from the Foundation for her duties until February, 2014. I am submitting a new Employment and Education for Ms. Heatley, listing her employment start date as August, 2013.

Question 4

In response to Question D. 19, the applicant did not describe the length of experience of the Corporation's Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer with providing the services for marijuana for medical purposes. Applicant must resubmit a completed response to Question D. 19, including that information.

Answer4

DPH1000507

I have enclosed a revised Question D. 19 page that includes the answer describing the experience that the Corporation's Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer with services of marijuana for medical purposes.

Question 5

Your application refers to James Paul Sipe, IV as William Noyes Webster Foundation, Inc. 's Cultivation Consultant in the responses to Questions D. 20, E. 21 and in an Employment and Education Form. The Medical Use of Marijuana Program's Director of Compliance and Investigations, Stephen Chaisson, was notified on October 19, 2015, that Mr. Sipe is no longer affiliated with the applicant organization. Please clarify Mr. Sipe's role with the William Noyes Webster Foundation, Inc. and resubmit completed responses to questions D. 20 to E. 21 to include information on the correct individual/entity responsible for marijuana for medical cultivation operations. and submit an Employment and Education Form and a Character and Competency form, and background check authorization forms and background check fee for this individual/entity.

Answers

James Paul Sipe, IV informed the Foundation on October 19, 2015, that he would be unable to provide the Foundation with cultivation consulting services, and was aware that Mr. Sipe informed DPH of his no longer being associated with the Foundation. Since Mr. Sipe's departure, it has been looking for a new cultivation consultant. I am pleased to inform you that

Question 6

In response to Question E. 21, the applicant refers to 725.105(A). This citation does not apply to cultivation. Applicant must resubmit a completed response to Question E. 21 that identifies the correct section of the Regulations.

Answer6

A revised Question E. 21 is attached, reflecting the correct citation relative to cultivation, 725.105(B).

Question 7

In response to Question E. 23, the applicant refers to 725.105(E)(3). This citation does not apply to the processing of MIPs. Applicant must resubmit a completed response to Question E. 23 that identifies the correct citation.

DPH1000508

Answer7

A revised Question E. 23 is attached, reflecting the correct citation relative to the processing of MIPs, 725. l OS(C)(S).

Question 8

In response to Question E 31, the applicant refers to "GL. c. § 52C." This citation is unclear. Applicant must resubmit completed response to Question E. 31 that identifies the correct citation.

Answers

A revised Question E 31 is attached, reflecting the corrections to Massachusetts and Federal Labor Laws.

Question 9

In its response to Question E. 35, applicant states, "Home delivery of marijuana, paraphernalia, edibles or MIPs will only be made to a person who holds a valid registration card or his/her designated caregiver." Pursuant to I 05 CMR 725.105{F){1 )(a), "[a] RMD shall refuse to sell marijuana to any registered qualifying patient personal caregiver who is unable to produce a registration card and valid proof of identification [emphasis added], or who does not have a valid certification in the Department supported interoperable database." Applicant must resubmit a completed response to Question E. 24 that complies with 105 CMR 725.105{F)(l)(a).

Answer9

The beginning of the question relates to Question E. 35. However, at the end of the question the applicant told to resubmit a completed response to Question E. 24. Since I am not sure which question I am being asked to resubmit, I am resubmitting booth Questions E. 24 and E. 35 both of which are attached.

Question 10

The response to Question E. 36 does not clearly set forth a sliding scale plan for patients with verified financial hardship. For example, the applicant states, "4 points 50% medicine beyond free 1.0 grams per week $12.50 - $30.00 medicine beyond free 1.0 grams per week." It is unclear whether a patient achieving 4 points receives 50% off of their price of their medication beyond an initial free 1.0 grams per week or if only $12.50-$30.00 will be charged for medication beyond a free 1.0 gram per week. Please resubmit your response to Question. 36 clarifying the proposed sliding scale plan.

Answer 10

DPH1000509

I have attached a revised Question E. 36 that explains the Foundation's sliding scale plan for patients with verified financial hardship.

Question 11

Applicant's response to Question E. 40 is not in compliance with I 05 CMR 725. l 05(Q). Applicant must resubmit a completed response to Question E. 40 that is in compliance with 105 CMR 725.105(Q).

Answer 11

I have attached a revised Question E. 40.

Please let me know if you have any question regarding the above or attached.

Enclosures

DPH1000510

Application 1-._ of _ _ 2_ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

SECTION F. CAPITAL CONTRIBUTORS

List all persons and entities known to date that are committed to contributing 5% or more of initial capital to operate the proposed RMD. For entities contributing initial capital to operate the proposed RMD, list the entity's Chief Executive Officer/Executive Director and President/Chair of the Board of Directors.

Attach additional tables if needed.

Individual Name Amount of Initial Capital Percentage of Initial Committed Capital Committed

Richard Wlnter . $ 400,000.00 50%

Alan Roth $ 400,000.00 500/o

$

$ . • .

$

Information on this page has been reviewed by the appt~·c , d rovided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:

Management and Operations Profile - Page 32

DPH1000511

Application _I_ of_2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

31. Provide a summary of the RMD's personnel policies.

The Foundation's has a highly developed set of best practices and policies which help guide employee's behavior and their relationships with the dispensary and identifies local, state and federal laws.

As approved with our provisional license for the Dennis Dispensary and Plymouth Cultivation Facility, the Foundation's policies are contained in our Employee Handbook (EH) to help guide employee's behavior. The Employee Handbook includes our policies on alcohol, smoking, and drugs. The Foundation maintains a drug-free workplace policy with immediate dismissal for dispensary agents who divert marijuana or engage in unsafe practices. We have a policy for reporting infractions to law enforcement and DPH. The Foundation's EH adheres to the Family Medical Leave Act, COBRA, EEO, Non-Discrimination, Anti·Harassment, Employee Retirement Income. Security Act (ERJSA), and the Disabilities Act. The Foundation's Employee Handbook contains guidelines on personnel files, privacy, e·mail policy, holidays, business and working hours, sick time, personal time, overtime, employment categories, perfonnance reviews, disciplinary procedures, bonuses, veteran's preferences, military leave of absences, bereavement leave, jury duty, CORI checks, HIPAA patient confidentiality, workman's compensation insurance, all in compliance with 105 CMR 725.000 and Massachusetts and Federal Labor Laws.

Infonnation on this page has been reviewed by the applic;att)..1ipa~~&-provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here ~++ifrl,,


DPH1000512

Application ..!__ of_2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION. INC.

SECTION D. EXPERIENCE

16. Attach an Employment and Education form (use template provided) for each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations.

17. Describe the experience, and length of experience, of the Corporation's Chief Executive Officer, Chief Operations Officer, and Chief Financial Officer with running a non-profit organization or business.

Paul J. Covell, CEO Paul has served as Trustee for nine years at the Cape Cod Hospital in Hyannis helping to handle the hospital's multi-million dollar budget. Paul is the former Director of both the Cape Cod and Islands Partnership to Reduce Substance Abuse and the Family Counseling and Guidance Center. He has been the Community Coordinator of the March of Dimes for the Town of Dennis, has served as the Director of the Kiwanis Foundation of New England, Inc., has served as the President of the Dennis-Yarmouth Kiwanis Club, and currently volunteers as the Chainnan of the Board of Health for the Town of Dennis. Paul has the experience and exemplary skills necessary to ensure the success of the proposed RMD.

Jane W. Heatley, COO Jane has served as President of The William Noyes Webster Foundation since August 2013. The Foundation received its Provisional License January 29, 2014 and Jane continues to work for the Foundation to date.

Linda Moulton, CFO Linda has been the CEO of Lahey International Health, a division of Lahey Hospital and Medical Center, from January 20 l 5 lo prcsenl, and works to develop markets to provide outstanding medical care to patients residing outside of the United States. Linda served as Vice Chair on Board of Lahey Health. She also served on Executive Finance, Strategy and Audit Compliance Committees at Lahey Health. Linda is on the Salem State University Advisory Board. Linda also sits on the Advisory Board of the Asian American Civic Association (AACA) and Linda serves as well on the International Business Board of Associated Industries of MA.

Infonnation on this page has been reviewed by the applic indicated by the initials of the authorized signatory here: ~""4-1-L..A.

e rovided by the applicant, is accurate and complete, as


DPH1000513

William Noyes Webster Foundation. Inc.

Applicant Non-Profit Corporation-------------

SECTION D. EMPLOYMENT AND EDUCATION FORM

This Employment and Education fonn must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education fonn for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health.

Name

I Jane W. Heatley

Residential Address

Title (at applicant non-profit corporation)

Chief Operations Officer, President, Director, Board of Directors

Name of Applicant Non-Profit Corporation I wm; ... Noyes Web- Foundat;on, Inc.

Highest Education Attained - Institution, Degree, and Year

1979 - BA Liberal Arts/Law Minor - University of Massachusetts (Boston)

Management and Operations Profile - Employment and Education Fonn - Page I

DPH1000514

William Noyes Webster Foundation, Inc.

Applicant Non-Profit Corporation-------------

Past 10 Years of Employment by Employer, Title and Time Period. List chronologically, beginning with most recent employment. Add more forms if space is needed for additional employment history entries.

Employer Title Time Period

William Noyes Webster Foundation, Inc. COO, President 08/2013 to Present

Promontory Financial Complaint Analyst 07/2012 to 01/2013

David Taborelli Part Time Marketing Consultant 01/2011to12/2013

Titles Title Examiner 01/1981 to 11/2010

perjury, I agree and attest that all information included in this form is complete

2 01/31/2016

Date Signed

Management and Operations Profile - Employment and Education Fann - Page 2

DPH1000515

Application _l_ of_2 __ Applicant Non-Profit Corporation um 1 rod NOYES WEBSTER 001 fNDUJON 1Nr

19. Describe the experience, and length of experience, of the Corporation's Chief Executive Officer, Chief Operations Officer, and Chief Financial Officer with providing services for marijuana for medical purposes.

Paul J. Covell, CEO Paul was approved by the DPH to be the CEO of the Foundation, when DPH granted The Foundation a provisional RMD license. Paul acts in this respective role in the operating of a medical marijuana dispensary in Dennis and a cultivation facility in Plymouth, Paul will have the same role with the additional dispensaries. Prior to becoming an officer of the Foundation, Paul had no experience with providing the services for marijuana for medical proposes.

Jane W. Heatley, COO Jane was approved by the DPH to be the COO of the Foundation, when DPH granted The Foundation a provisional RMD license. Jane acts in this respective role in the operating ofa medical marijuana dispensary in Dennis and a cultivation facility in Plymouth. Jane will have the same rolel with the additional dispensaries.

:f . I I I I I

. ll · 1 1. t SI I t • d and applied topicals, ointments and tinctures, as well as edibles for her

Linda Moulton, CFO Linda serves as the CFO of The Foundation. Linda acts in the respective role of CFO for the medical marijuana dispensary in Dennis and the cultivation facility in Plymouth. Prior to becoming an officer of the Foundation, Paul had no experience with providing the services for marijuana for medical proposes.

lnfonnation on this poge has been reviewed by the appp where provMed by the applicant, is accurale and complete, " indicated by the initials of the authorized signatory her :


DPH1000516

Application _I_ of _2_~ __ Applicant NonwProfit Corporation WJl.I.IAM NOYES WEBSTER Eot !NDATJON. lNC.

20. Describe the experience, and length of experience, of the Corporation's individual/entity responsible for marijuana for medical use cultivation operations and individual/entity responsible for the RMD security plan and security operations with providing services for marijuana for medical purposes.

Richard Nagle (Security Manager) Detective Lieutenant Nagle served as a member of the Massachusetts State Police from 1981 to his retirement in 2011, rising to the rank of Detective Lieutenant. Lt. Nagle was the Officer in Charge, assigned to the Division oflnvestigative Services, Disabled Person Protection Agency. He managed investigations for the District Attorney's office and law enforcement. Lt Nagle developed and implemented emergency preparedness and management plans including workplace violence and emergency threat/evacuation procedures. In this position, Lt. Nagle's responsibilities included security oversight, prevention of crimes and investigation of the Department of Mental Health, Department of Developmental Service and Massachusetts Rehabilitation Commission throughout the State. He developed and implemented training, presentations and collaborative team relationships for health care facilities, local police, the District Attorney's office and court personnel. He was responsible for employee related investigations and developing policy and procedures as such.

Lt. Nagle was the Supervisor of Narcotics Inspection for the State Police. He conducted internal investigations to account for all evidence and narcotics seized by the State Police. He reviewed and implemented changes to security related issues in the courts, barracks and the central evidence storage facility. His new policies and procedures were implemented throughout the State.

Lt. Nagle was the Director of Community Relations for the City of Cambridge as well as a Vista Volunteer.

Lt. Nagle received a BS in Criminal Justice from Western New England College in 1988 as well as a MS in Criminal Justice from Westfield State College in 1992.

Infonnation on this page has been reviewed by the applieanr provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: VW


DPH1000517

DPH1000518

William Noyes Webster Foundation, Inc.

DPH1000519

Applicant Non-Profit Corporation William Noyes Webster Foundation, Inc.

DPH1000520

DPH1000521

DPH1000522


23. Provide a summary of the RMD's methods of producing MIPs, if the RMD intends to produce MIPs.

The Foundation's methods for producing MI P's are as follows:

All of the dry plant material that will be used to make MIP's will be weighed and entered into the BioTrack inventory system for each strain and the resulting final MIP products.

The Foundation will produce a variety of baked goods, as all edibles can be made by partially substituting cannabis infused butter or cannabis infused oil for regular ingredients.

The Foundation's production of tinctures, salves, and honey oils begins by first decarboxylating the plant materials. Decarboxylating entails spreading the dry plant materials on a baking sheet and baking it at ISO degrees for 10 to 15 minutes.

Tinctures are derived from trichomes dissolved in alcohol. Once decarboxylated, the Plant Material is mixed into a bottle of at least 90% pure grain alcohol at a ratio of I gram of dried Plant Material to 45 ml of alcohol. Once mixed together, the Plant Material is stirred and agitated for approximately 12-20 minutes. The alcohol/Plant Material mixture is then run through a cheese cloth and into a sanitized mason jar. From the mason jar, the tincture is poured into I ounce leak-proof sanitized glass dropper-top bottles.

Salves are marijuana-infused body creams, which are produced by mixing dry plant material with coconut oil.

The Honey Oil is made from dry plant material that is decarboxylated then the oil undergoes a C02 extraction in full compliance with I OS CMR 725. I 05(C)(5).

lnfonnation on this page has been reviewed by the appl~·c t, re provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:


DPH1000523


31. Provide a summary of the RMD's personnel policies.

The Foundation's has a highly developed set of best practices and policies which help guide employee's behavior and their relationships with the dispensary and identifies local, state and federal laws.

As approved with our provisional license for the Dennis Dispensary and Plymouth Cultivation Facility, the Foundation's policies are contained in our Employee Handbook (EH) to help guide employee's behavior. The Employee Handbook includes our policies on alcohol, smoking, and drugs. The Foundation maintains a drug-free workplace policy with immediate dismissal for dispensary agents who divert marijuana or engage in unsafe practices. We have a policy for reporting infractions to law enforcement and DPH. The Foundation's EH adheres to the Family Medical Leave Act, COBRA, EEO, Non-Discrimination, Anti-Harassment, Employee Retirement Income. Security Act (ERISA), and the Disabilities Act. The Foundation's Employee Handbook contains guidelines on personnel files, privacy, e-mail policy, holidays, business and working hours, sick time, personal time, overtime, employment categories, performance reviews, disciplinary procedures, bonuses, veteran's preferences, military leave of absences, bereavement leave, jury duty, CORI checks, HIPAA patient confidentiality, workman's compensation insurance, all in compliance with 105 CMR 725.000 and Massachusetts and Federal Labor Laws.

Information on this page has been reviewed by the applic an11M1111ere provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: -1-ifoo-'F'+


DPH1000524

Application .L of l.__. Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

35. Provide a summary of the RMD's operating procedures for patient or personal caregiver home-delivery, if the RMD plans to provide home-delivery services.

Information on this page has been reviewed by the applic~here provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:


DPH1000525

Application J_ of _2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

24. Provide a summary of the RMD's operating procedures for the provision for security at the RMD.

Infonnation on this page has been reviewed by the app~· an re rovided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory he :

Management and Operations Pro tile - Page 17

DPH1000526


36. Provide a summary of the RMD's policies and procedures for the provision of marijuana for medical use to registered qualifying patients with verified financial hardship without charge or at Jess than the market price.

The Foundation's operating procedures for the Compassion Program will be a Sliding Fee Scale approved by DPH. y. WNWF Compassion Program Sliding Fee Scale

A mandatory one-on-one consultation with the patient will detennine the extent to which reduced cost or free medicine will be made available to him or her, using on the following factors:

Factor Yes Is the patient a recipient of MassHealth? I point Is the patient a recipient of Supplemental Security Income? I point Does the patient's annual gross household less than 1500/o of the federal poverty level for the current year? 2 points Does the patient's annual gross household income between IS 1% and 300% of the federal poverty level for the current year? I point

Any single patient is eligible for up to four (4) points, which will detennine the patient's responsibility for the costs of medicine, as detailed in the following sliding fee scale:

Total Points Patient Responsibility Discounted Price Ranges (1/8 oz.)* 4 Points 50% for medicine beyond free 1.0 gram per week $12.50 - $30.00 for medicine beyond free 1.0 gram per week 3 Points 70% for medicine beyond free 1.0 gram per week $17.50 - $42.00 for medicine beyond free 1.0 gram per week 2 Points 80% $21.25 - $51.00 I Point 90% $23.75- $57.00

•Prices vary based on the type of medicine, quantity purchased and quality

Providing free and reduced cost medicine to patients with financial hardship is core to our mission.

Information on this page has been reviewed by the applic~t, and )! provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:


DPH1000527


38. Will the Corporation provide worker's compensation coverage to the RMD's Dispensary Agents?

Yes 121 No D

39. Will the Corporation obtain professional and commercial insurance coverage?

Yes 121 No D

40. Describe the Corporation's plan to obtain liability insurance or place in escrow the required amount to be expended for coverage of liabilities.

Bryden and Sullivan Insurance Agency, South Dennis, MA 02660 is the Insurance Agent for William Noyes Webster Foundation, Inc. Commercial General Liability - # 3DY6094 Essex Insurance Company Policy Workers Comp Insurance Policy - # R2WC523339 Berkshire Hathaway Guard Companies

The general liability insurance coverage will be for no Jess than $1,000,000 per occurrence and $2,000,000 in aggregate, annually. Product liability insurance coverage will be for no less than $1,000,000 per occurrence and for no less than $2,000,000 in aggregate, annually. The Foundation's deductible for our liability policy will not exceed $5,000 per occurrence. We will seek only an A .. M. Best A or A+ rated carrier for placement of coverages. Bryden and Sullivan Insurance Agency is exploring the best industry specific insurance companies for writing medical marijuana business coverages.

Information on this page has been reviewed by the applicant and w re provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: A../4~/-


Documents

~I WILLIAM NOYES WEBSTER FOUNDATION, INC. … application refers to James Paul Sipe, IV as William Noyes Webster Foundation, Inc. 's Cultivation Consultant in the responses to Questions