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Happy Valley Ventures MA, Inc.

1150 Walnut Street

Newton, MA 02461

April 29, 2016

Amherst Board of Selectmen

Attn: Alisa Brewer, Chair

4 Boltwood Ave.Amherst, MA 01002

RE: Letter of Support/Non-Opposition for Registered Marijuana Dispensary

Dear Ms. Brewer:

Happy Valley Ventures MA, Inc., is seeking to operate a Registered Medical Marijuana Dispensary (RMD)

at 422 Amity Street in Amherst, Massachusetts. The RMD will be part of an overall redevelopment planof the entire parcel by our experienced development team that is HVV Amherst, LLC. We would like to

take this opportunity to introduce ourselves as a reputable organization uniquely qualified to exceed the

expectations of community leaders and stakeholders in Amherst.

Happy Valley Ventures MA, Inc. is Massachusetts nonprofit organization that will operate as a

community-oriented, nonprofit, medical marijuana organization that provides patients in need with safe

and convenient access to scientifically tested, medical-grade marijuana, holistic wellness services, and

educational resources. We foresee serving as a leader in the community by conducting outreachactivities that service the needs of local patients. We strive to be seen as a good neighbor to local

residents and businesses by engaging city and municipal leaders, and serving as an example of a

responsible service provider.

Toward this end, we believe in:

Highest Quality Products – We will offer safe, high-quality medicinal products subject to careful

selection, processing, and testing by an independent lab.

Compassion – We will serve our patients professionally, with sensitivity to their needs, in a cleanenvironment where they feel safe and secure.

Responsiveness – We will readily and sympathetically react in our dealings with our patients,

employees, lenders, and the community.

Excellence - Our staff will be well-trained in the use of marijuana for medical purposes and

committed to the intelligent application of our care philosophy


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We will use the diverse backgrounds and combined experience of our team of skilled professionals in

business operations and compliance to manage all aspects of this highly regulated operation with

patients' needs and safety in mind. As part of our commitment to creating a world-class, sustainable

operation, we have retained 4Front Advisors, a leading consulting firm with substantial expertise in

operating and advising best-in-class medical marijuana dispensaries. We also are working with Agoge

Compliance, one of the industry’s leading security consultants, to ensure we have the most effective

security procedures and state of the art facility.

Our operation is well capitalized to support our development efforts and startup operational costs.

Attached to this letter are the following items for your review:

Executive Leadership of Happy Valley Ventures MA, Inc.

Marijuana Industry Consultants of Happy Valley Ventures MA, Inc.

Summary of Operating Procedures

o for Security and the Prevention of the Diversion of Marijuana

o for the Storage of Marijuana

o for Marijuana Inventory Management

o for Dispensing of Marijuana for Medical Use

o for Record Keeping

Summary of Personnel Policies

Summary of Providing Patient Education

Summary of the Training to Dispensary Agents

Conceptual RMD Floor Plan

Purchase & Sale Agreement for 422 Amity Street

Aerial indicating distances from prohibited uses for proposed RMD facility at 422 Amity Street

Siting Profile – Section D

Commitment for Tenancy between Happy Valley Ventures MA, Inc. and HVV Amherst, LLC

We look forward to working with you during this process and hope that you will find our qualifications

and commitments to be in alignment with your expectations. We welcome the opportunity to speak

further with you about entering into a Host Community Agreement which outlines our responsibilities to

abide by all local ordinances and also establish the terms under which the Town of Amherst would be

compensated out of our future revenues. We have a realistic and achievable vision that will

undoubtedly raise the bar for medical cannabis providers in Massachusetts. Please contact me at (843)

819-0866 or [email protected] with any questions or concerns.

Sincerely,

Mi h l D R d


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Executive Leadership of Happy Valley Ventures MA, Inc.

Our executive team has a strong background in running non-profit organizations andbusinesses.

Edward Lauth, CEO of Happy Valley Ventures MA., Inc. hails from a background in real estate,

as well as the bottled water business. Nearly 20 years ago, he was the founder of AquaPenn

Spring Water Company (APN: NYSE), the leading provider of private label spring waters for such

businesses as Walgreen's, McDonald's, Delta Airlines, and Marriott. AquaPenn became the

fastest growing bottled water company in the U.S. with plants in California, Florida, and

Pennsylvania. After going public in 1998, the company was acquired by Paris-based Group

DANONE, the number two bottler worldwide. Edward is currently the Managing General

Partner of Governor’s Harbour Resort & Marina, Ltd., CEO of Shaner Capital and a Director on

the Board of Weis Markets, Inc. (NYSE: WMK). In addition to his business experience, Edward

has experience supporting non-profit organizations with the Centre County United Way,

including serving as Campaign Chairman in 2001.

Stephen Schleier, COO of Happy Valley Ventures MA, Inc. has spent the last 20 years in thepharmaceutical industry, including a range of positions with Pfizer, Inc. in positions including

Senior Director, Director, and Senior Manager. In these roles, he was responsible for managing

strategy development, business environment analysis, business reviews, and product launch

activities. He has led many business development engagements while working at Pfizer,

including licensing deals across Europe and Asia, plant purchasing negotiations in Saudi Arabia,

and product acquisition from other companies wishing to launch their products outside their

home countries. Stephen also has worked with the nonprofit organizations Medicines forMalaria Venture (MMV) and the Gates Foundation as they pursued the licensing and

distribution of the product Euaratesim for African and South American markets.

Greg Wisyanski, CFO of Happy Valley Ventures MA, Inc., is a Certified Public Accountant and

supported the fiscal operations of Shaner Operating Corp. as Vice President of Taxes from 1996

through 2015. He was concurrently the CFO of Shaner Capital from 2011 through 2015. He is

currently the CFO of G.M. McCrossin, Inc., a top 300 commercial construction firm. Greg also

brings to our organization experience in managing non-profit organizations. He was a founding

director and past President of the Alternating Hemiplegia of Childhood Foundation (see

AHCkids.org). He served numerous roles for 6+ years including President, Treasurer, fundraiser

and family support. In addition to his work with AHCF, he served for 8 years on the Special

Olympics of Pennsylvania Summer Games management team. This included heading the awards


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Marijuana Industry Consultants of Happy Valley Ventures MA, Inc.

We have entered into a 10-year Application, Training, and Consulting Agreement with 4Front

Advisors, LLC, to help us ensure our long-term viability. 4Front is a leading consulting firm

with substantial expertise in operating and advising best-in-class medical marijuana

dispensaries that will enable us to establish a superior organization that adheres to the

highest standards.

4Front has developed the most comprehensive set of operating policies and procedures available

by leveraging the best practices of leading dispensary operators. 4Front has invested heavily in its

support capabilities to ensure clients are operating efficiently while maintaining compliance with

local regulations. These solutions have been developed according to principles followed by some of

the country’s most successful retail chains, and tailored to the cannabis industry.

Compliance

Compliance is the foundation of 4Front Advisors. Our company must comply with all regulations in

this strictly governed industry. Once licenses are obtained, 4Front will provide us with policies and

procedures that will help us establish and maintain compliant operations in the following areas:

Inventory tracking

Patient record keeping

Reporting practices to local agencies

Medicine testing

Patient education

Staff licensing

Operations

4Front Advisors allow clients to open and maintain world-class operations by leveraging the best

practices found in the retail, service, and healthcare industries. 4Front will provide our Company

with the following: Optimal dispensary design

Comprehensive staffing charts and job descriptions

Employee handbooks, operations manuals, and operations tools for each department

Medicine and product mixture optimization

Patient service programs


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A management training program

Training manuals, job aids, and checklists for job positions

On-site training before and after opening Ongoing site visits and evaluations

Access to ongoing training

Updates on industry regulations and emerging best practices

We have engaged Agoge Compliance Management (ACM) to provide security services for our

operations. ACM is also available as a resource for training local law enforcement officers, city

inspectors, and government officials. ACM was formed by members who have been in medical

marijuana security and compliance management since 2011. The partners in ACM are a team ofuniquely qualified law enforcement professionals.

ACM’s founding member, Patrick Witcher, has nearly 20 years of Law Enforcement experience with

the Kansas City Police Department and as a Special Agent with the Drug Enforcement

Administration in Las Vegas. Patrick is currently the President of Buddy Boy Brands, a Colorado

company which consists of 7 Marijuana Dispensaries and 6 Marijuana Cultivation Facilities.

Victor Ross partnered with ACM in 2015, after a 30-year career in law enforcement where he

served as the Chief of Police for the Glendale, Colorado, Police Department from 2002-2013. Victor

also spent 18 months as a criminal investigator for the State of Colorado Marijuana Enforcement

Division. There, he conducted complex criminal and regulatory investigations involving all aspects of

the marijuana industry and submitted case filings to the Colorado Attorney General’s office. He also

completed audits and inspections of marijuana facilities and was responsible for marijuana training

and informational presentations to local law enforcement agencies throughout the state.

Craig Kloppenberg and Joel Smith have 9 years of combined cannabis compliance & regulatory

experience. Both Craig & Joel worked as criminal investigators with the Colorado Marijuana

Enforcement Division. ACM’s four partners have over 50 years of combined law enforcement

experience and, most importantly, have very intimate knowledge of all facets of the day-to-day

operations with a major cannabis enterprise This represents a body of work and experience


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Summary of Operating Procedures for Security

We are committed to implementing sufficient security measures to deter and prevent

unauthorized entrance into areas containing marijuana and theft of marijuana at ourfacility. In consultation with a leading security provider in ACM, we have developed a

security plan that details that all medicine and assets will be secured against external

threats.

We will limit access to all areas where marijuana will be cultivated, processed and

stored to authorized dispensary agents. We will control access to secure areas though

the use of access control devices, including high security iClass card and keypad

readers which will ensure that access is limited to only authorized personnel. All staff

will visibly display a company-issued identification card at all times while on-site and

when making deliveries.

Visitor access will be strictly controlled. All outside vendors, contractors, and visitors

must obtain and wear a visitor identification badge prior to entering any limited access

area. All visitors will be escorted by a security associate at all times inside the enclosed,

locked facility where marijuana is stored and/or cultivated. All visitors must be logged inand out; that log will be available for inspection by local authorities at all times. All

badges must be returned to the RMD upon exit.

All security personnel will be trained in industry standards and crime prevention prior to

deployment. Security personnel will ensure that only eligible patients who comply with

our code of conduct and other dispensary policies are served and will patrol the area to

ensure non-diversion and prevent use of medicine in public areas.

We will use a state of the art security system to prevent and detect diversion, theft, or

loss of marijuana, as well as unauthorized intrusion. This system allows for sending alarm

signals via an Internet Protocol. We will feature an alarm system on all perimeter entry

points and windows, including glass breaks for each window, door contacts for each

perimeter door, and cameras with built-in motion detection. Our electronic monitoring

system includes a failure notification system with constant system health checks that

provide an audio and visual notification should a failure in the system occur. Senior

management will also receive a notification call notifying them of the system failure

within minutes after the failure.

Video cameras will be directed at all safes, vaults, sales areas, and areas where


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Summary of Operating Procedures for the Prevention of the Diversion of Marijuana

We will prevent diversion in the following ways:

Set Appropriate Pricing – When prices are set too far below the midpoint of current

scale, dispensaries may unintentionally open the door to “black market” purchases.

Through its responsible pricing practices, we will support state law by discouraging

diversion.

Security Department – Through identifying, installing, and maintaining the right

equipment, protocols, and personnel, diversion can be prevented. All security personnel

will undergo background checks prior to hiring. They will also be required to complete

safety training and a formal evaluation as a condition of employment. Training will

include the proper use of security measures and controls that we have adopted for the

prevention of diversion, theft, or loss of marijuana; procedures and instructions for

responding to an emergency; and state and federal statutes and regulations regarding

confidentiality of information related to medical use of marijuana. In addition to a focus

on the proper use of security measures and controls, safety training will include

acceptable currency identification and counterfeit detection, warning signs of possiblediversion to the illegal market, lock and alarm procedures, perimeter and entrance

control, robbery and emergency response techniques, conflict resolution techniques,

and diversion detection techniques.

In addition, we have developed comprehensive security policies and procedures for

employees regarding threats and acts of violence and reporting security-related

incidents such as theft, loss, vandalism, malicious or unauthorized use of companyequipment or facilities, and allegations of employee misconduct. The Security Manager

is responsible for ensuring this training occurs and for periodically quizzing dispensary

agents to ensure the knowledge is retained.

Staffing our facilities with the right people and ensuring adequate training provides the

greatest opportunity to prevent theft and diversion and provide the highest level of

products. All new patients will be required to complete a New Patient Orientation upon

registration. The orientation will offer a security overview to ensure patients are aware

of the security policies and the consequences for violating the rules.

Allow Access Only to Qualified Patients – Through the use of a sophisticated integrated

patient database and POS system and proper training, we will ensure that every


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and analysis can help resolve issues before they become problems.

Summary of Operating Procedures for the Storage of Marijuana We will provide adequate lighting, ventilation, temperature, humidity, space, and

equipment for storage of equipment, materials, and finished products in accordance with

State regulations. We will store all finished medical marijuana product in a private, secured

vault room that is climate-controlled and monitored 24-hours a day for both security and

environmental changes. All areas containing medical marijuana will feature signage stating:

“Do Not Enter – Limited Access Area – Access Limited to Authorized Personnel Only” in

lettering no smaller than 1 inch in height.

Our standard damaged materials destruction and disposal procedure for eliminating

contaminated, outdated, damaged, deteriorated, or mislabeled material includes quarantine

of all waste materials in locked refuse containers within our secure quarantine area, clearly

marked as “UNUSABLE PRODUCT TO BE DISPOSED” prior to disposal.

Access to the secure storage area will be heavily restricted and monitored through the use of

electronic locks. We will keep our safes and vaults securely locked and protected from entry,except for the actual time required to remove or replace marijuana, as conducted by

authorized personnel.

All storage areas will be maintained in a clean and orderly condition, providing protection

against physical, chemical, pest, and microbial contamination as well as against deterioration

of them or their container.

Summary of Operating Procedures for Marijuana Inventory Management

We have developed detailed inventory policies and procedures based on best practices in the

retail and medical marijuana industries. For inventory management, among other things, we

plan to utilize BioTrackTHC. BioTrack is a fully integrated POS, inventory control, grow house

tracking, and patient management system and is one of the only complete seed-to-sale

systems available on the market today. This software has been specifically designed to serve

registered medical marijuana dispensaries.

From an inventory control perspective, BioTrack supports ordering, receiving, storing,

sales, adjustments, labeling, disposal of unusable medicine, and audits. BioTrack fully

supports the recording and tracking of the daily beginning inventory, daily ending


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Should any undocumented material reduction of medical marijuana occur in the

dispensary's inventory we will determine where the loss has occurred and takecorrective action.

Summary of Personnel Policies

We have a highly developed set of policies to ensure employees have clarity as to what is

expected of them and what they can expect from us.

Every employee will receive a detailed employee handbook that will cover topics including:

alcohol, smoke, and drug-free workplace; immediate dismissal for dispensary agents who

divert marijuana or engage in unsafe practices; reporting these infractions to law

enforcement and/or the Department of Public Health (DPH); safety and security policies;

complying with FMLA, COBRA, EEO, non-discrimination, anti-harassment, ERISA; HIPAA; e-

mail policy; 105 CMR 725.000 et. seq.; business and working hours; wages and benefits;

employment categories; performance reviews; disciplinary procedures; veteran preferences;

CORI checks; and compliance hotline.

Our employees will complete extensive operations and compliance training specific to 105

CMR 725.000 et. seq. We will maintain worker's compensation insurance for all employees.

We will comply with both Massachusetts and Federal requirements for workplace posting.

Summary of Operating Procedures for Dispensing of Marijuana for Medical Use

We will only dispense medical marijuana to a registered qualifying patient who has acurrent valid certification, or to his or her personal caregiver, and only the amounts of

marijuana set forth pursuant to 105 CMR 725.010(H) and the calendar set by the patient’s

certifying physician.

Before medicine is dispensed, we will identify registered qualifying patients and personal

caregivers by both their valid registration card and photo identification displaying the

patient’s photograph, date of birth, and full name, such as a driver’s license, government-

issued ID card, military ID card, or passport. If a patient cannot produce required

identification, and/or does not have a valid certification in the DPH database,

patient/caregiver will be unable to obtain medicine.

Upon entry to the RMD, patients must first check in with a dispensary agent at reception


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To further assist our patients, we will make interpreter services available that are

appropriate to the population served, including for the visually- and hearing-impaired.

Summary of Operating Procedures for Record Keeping

In compliance with section 725.000, we will maintain records of:

Operating procedures – security measures, employee security policies, storage of marijuana,

recordkeeping and inventory protocols, plans for staffing and quality control, emergency

procedures, drug-free workplace policies, patient education description, pricing standards and

procedures, production and distribution policies and procedures – as required by 725.105(A).

● Inventory records as required by 725.105(G).

●

Seed-to-sale tracking records for all marijuana and MIPs as required in 725.105(G)(5).

● Personnel records – job descriptions, a personnel record for each dispensary agent

that includes a copy of the dispensary agent application submitted to DPH,

performance evaluations, documentation of all required training and verification of

reference, a staffing plan, personnel policies and procedures, and all CORI reports

obtained – in accordance with 725.030 (C).

● Business records including assets and liabilities, monetary transactions, books of

account, sales records, and salary and wage information.● Waste disposal records as required by 725.105(J)(5).

●

Purchases, denials of sale, and any delivery options using BioTrackTHC – an

encrypted, secure electronic patient database that is strictly controlled and

continually backed up.

Any paper documents that require retention will be stored in a locked cabinet with limited

access; documents that do not require retention will be shredded and disposed of in a securereceptacle.

Summary of Providing Patient Education

We will ensure the availability of an adequate supply of up-to-date educational materials.

These materials will be available in languages accessible to all patients we serve, as well as for

the visually and hearing-impaired. These materials will be made available for inspection by

local authorities upon request. Each patient and caregiver who registers for membership will

also receive his or her own copy of our patient handbook (PH). The contents of the PH will be

reviewed in detail with every patient during the patient orientation and registration process.

The PH contains a wide variety of topics to educate patients about our company, including: all

required warnings as required by DPH; information to assist in the selection of marijuana,


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product to the selling RMD for disposal; and any other information required by DPH.

Summary of the Training to Dispensary Agents All employees will go through orientation training, safety training, and medical training,

irrespective of the department in which they will work. Upon completion of those modules,

employees then complete their respective departmental training programs that cover all of

the policies, procedures, knowledge, and skills required to operate effectively and in full

compliance within their respective departments.

Our orientation training module includes such topics as:

Review of the patient handbook

● Review of the employee handbook

● Review of the safety handbook

● Legal training

● Tour of the dispensary facilities and introductions to fellow staff

● Injury and illness prevention program

Safety Training includes acceptable currency identification and counterfeit detection, warningsigns of possible diversion to the illegal market, lock and alarm procedures, perimeter and

entrance control, robbery response techniques, conflict resolution techniques, and diversion

detection techniques.

Medical Training includes:

HIPAA

●

Rights of and sensitivity toward disabled individuals● Medical marijuana risks & benefits

● How to provide support to patients and caregivers related to the assessment of

symptoms

● Cannabis use patterns and the detection of dependence

● How to effectively refuse medical marijuana to patients who appear

impaired or to be abusing marijuana.

Staff will receive a minimum of 8 hours of ongoing training each year.


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Conceptual Location of RMD

Facility for Happy ValleyVentures MA, Inc.


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Conceptual RMD Floor Plan


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Information on this page has been reviewed by the applicant, and where provided by the applicant,

is accurate and complete, as indicated by the initials of the authorized signatory here: _______

Siting Profile – Page 7

Describe how the Corporation has ensured, and will continue to ensure, that the proposed RMD is in compliance will local codes, ordinances, and

bylaws for the physical address(es) of the RMD.

SECTION D: LOCAL COMPLIANCE

The Town of Amherst has passed local zoning requirements regarding siting for the purposes of 105 CMR 725.110(A)(14). Our proposed location is in the Limited Business(B-L) district which co-occurs with the R&D overlay district. Pursuant to Section 3.360.41 of the Amherst Zoning Bylaw, the Off-Site Medical Marijuana Dispensary use is

permitted with a Special Permit by the Zoning Board of Appeals. We are in the process of applying for a Special Permit under the specifications required in the Rules andRegulations of the Special Permit Granting Authority.

We will operate in strict compliance with the regulations specific to Off-Site Medical Marijuana Dispensaries passed by the Town of Amherst, including those pertaining tosquare footage, hours of operation, on-site consumption, security, and signage. Our location is not within 500 feet of a school, daycare center, or any facility in which children

commonly congregate, measured in a straight line.

Our CEO is responsible for ensuring ongoing compliance with all municipal codes, ordinances and bylaws and obtaining all licenses, permits and approvals required for theoperation of our facilities. We will respond within 24 hours to any inquiry from a town official.

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