Retail Marijuana RFQ issued 2-14-2020.pdf

REQUEST FOR

QUALIFICATIONS

Adult Use Marijuana Retail Establishment

NOTICE

The Town of Dartmouth Select Board, acting through its Town Administrator, issues this

Request for Qualification (RFQ) in order to receive applications from those interested in obtaining a Host Community Agreement (HCA) to operate an Adult Use Marijuana Retail

Establishment within the Town of Dartmouth. Based upon current statutory and zoning requirements, the Town will be entering into as many as three Host Community

Agreements for Adult Use Marijuana Retail Establishments. Failure to be chosen in relation to this RFQ shall not preclude submission of an application in response to a future

RFQ. The term of each Host Community Agreement is expected to be five years.

Applications that are submitted in response to this RFQ must include the retail sale of marijuana to the public.

SUBMISSION OF PROPOSAL

To receive consideration, responses must be submitted in accordance with the following instructions:

1. All response submittals shall be sealed and delivered to:

Shawn MacInnes- Town Administrator

Town Hall- Third Floor

400 Slocum Road

Dartmouth, Ma 02747

2. Eight hard copies of the application must be submitted. Each copy shall be numbered 1 through 8 and:

In one binder (no stapling) with a Table of Contents listing each item of the

Minimum Criteria and Comparative Criteria of the RFQ, in numerical order;

Clearly marked on the front “Adult Use Marijuana Retail Establishment Request for

Qualifications”;

An electronic copy of the application submitted on a USB Flash Drive.

3. Submitted by March 27, 2020 by 2:00pm with two certified or bank checks made out to

“Town of Dartmouth”, one in the amount of $500.00 as an application fee, and one in the amount of $15,000 for expert review costs; As part of the submission of the application, the Applying Entity shall make a payment to the Town in an amount equal to ($15,000), not as an impact fee, but rather in consideration of the legal and other expert expenditures the Town incurs in evaluating the application and negotiating the

Host Community Agreement. This payment will be placed in a MGL Chapter 34

Section 53G account for reimbursement. If at any point, the account balance drop below $5,000.00, the Applying Entity is required to replenish the account back to a balance of $15,000.00. The remaining balance shall be returned to the company after the Town determines not to select to Applying Entity, or upon execution of a Host

Community Agreement with the Applying Entity, whichever is applicable.

4. Modifications to submissions may be submitted up to 24 hours prior to the date and time specified for receipt of submissions;

5. Additional information, interviews and/or presentations may be required at the option of the Town;

6. The Town reserves the right to reject any or all applications, to waive any informalities in the applications, and to award a Host Community Agreement in a manner that best serves the interests of the Town. Further, the Town reserves the right to cancel this

RFQ at any time.

ADULT USE MARIJUANA RETAIL ESTABLISHMENT

REQUEST FOR QUALIFICAITONS

INSTRUCTIONS TO APPLYING ENTITIES

I. INTRODUCTION AND BACKGROUND

The Town of Dartmouth Select Board, acting through its Town Administrator, seeks Request for Qualifications from those interested in operating an Adult Use Marijuana Retail

Establishment within the Town of Dartmouth.

Chapter 334 of the Acts of 2016, entitled, “Regulation and Taxation of Marijuana Act”, as amended by Chapter 55 of the Acts of 2017, “An Act to Ensure Safe Access to Marijuana”, and codified as M.G.L. c. 94G, and the Cannabis Control Commission regulations codified as

935 CMR 500.000, allow the Town of Dartmouth to adopt local bylaws, regulations and policies concerning local licensing and permitting of Adult Use Marijuana Establishments.

Zoning Bylaw provisions adopted by Town Meeting vote address legal, planning, public safety issues, and potential impacts of such facilities. The Dartmouth Zoning Bylaws restrict the siting of Adult Use Marijuana Establishments, including Retail Establishments, to a specific Marijuana Overlay District and designate the Planning Board as the Special Permit

Granting Authority for these uses.

In this RFQ, the following definitions shall apply:

Applying Entity:

The business entity and its affiliated officers, personnel, and controlling persons, applying to the Town of Dartmouth for an Adult Use Marijuana Establishment

Special Permit(s), Host Community Agreement consideration and any other required local approvals.

Controlling Person:

Officer, board member or other individual or corporate or legal entity with a financial or voting interest of 10% or greater in a Marijuana Establishment.

II. PROPOSAL REQUIREMENTS

All applications must include two certified or bank checks made out to the “Town of

Dartmouth”, one in the amount of $500.00 as an application fee, and one in the amount of

$15,000 for expert review costs, and must provide a cover letter to the attention of Shawn

MacInnes, Town Administrator, signed by a Controlling Person legally authorized to bind the

Applying Entity to its application. The letter shall include a brief overview of the Applying

Entity’s approach to operate an Adult Use Marijuana Retail Facility, with supporting documentation that includes (in order specified below and numbered):

1. Name, DBA or business name; documentation of Massachusetts business registration; and required certificates of good standing;

2. Proposed address for the facility; proof of property interest/site control (i.e. deed, lease, or purchase and sale agreement) and proof of the proposed location’s compliance with local zoning requirement through the issuance by the Planning Board of both a special permit and site plan review approval, with the respective appeals periods for both having expired or any appeal of the same having been finally adjudicated in favor of the Applying Entity. The

Town of Dartmouth will review this requirement with regards to where the applying entity stands in relation to the Special Permit and Site Plan Review application process;

3. Contact Information for primary point of contact(s) to discuss application issues;

4. Names and resumes of all executives, managers, persons, or entities (such as the

Applying Entity’s local Chief Executive Officer, Chief Financial Officer, Chief Operating

Officer and Director of Security) having direct or indirect authority over management, policies or security operations, including description of prior retail cannabis experience for each, if applicable, and the following additional information;

i. experience with product control, diversion prevention, over-sale prevention;

ii. experience working with local governments, schools and law enforcement;

iii. experience working with local community groups and non-profits;

iv. any ties to the Dartmouth community;

5. Names of Controlling Persons; and description of prior cannabis experience if applicable;

6. Copies of articles of incorporation, bylaws and similar charter documents, as well as lists of officers and directors of any and all current licensed or certified medical- or recreational-use marijuana locations, entities or establishments, including those located in other state(s), where the Applying Entity, or any Controlling Person, controls or otherwise has an interest in the license(s);

7. All persons listed in any of Items 3-6 above shall submit an individual affidavit certifying that they have no outstanding or unresolved criminal proceeding, the disposition of which may result in a felony conviction, and have not been convicted of a felony or offense in Massachusetts, or a felony or offense in another state, that would result in Mandatory Disqualification or Presumption Determination of Unsuitability as set forth in 935 CMR 500.801 Table A;

8. Proposed Timeline and Development Plan (building reuse, new build) to be operational, including local resources for building and opening facility;

9. Current Business Plan, including credit line, credit history, financing sources, financial records that show current and proposed sources of funding sufficient to demonstrate financial stability to ensure the Establishment’s solvency and successful operation with a partially seasonal market;

10. Plan for employee staffing – number and type of jobs created, expected wage range, and potential benefit to the town (including number of percentage of proposed local hires).

11. List of locations where applicant already has establishment(s) in other

Massachusetts communities or has pending applications. List of locations in other states where applicant has applied for or has secured licenses or permits to operate an adult use marijuana retail establishment.

12. Proposal for any additional community benefits, including non-monetary goals and local charitable benefits;

13. Copy of draft Massachusetts Cannabis Control Commission (CCC) application for a

Marijuana Retailer license and any other applicable CCC license applications for the proposed location (e.g. marijuana cultivator or product manufacturer);

14. Traffic and parking plan, including for any overflow parking, emergency vehicle access, pedestrian/bicycle access, loading/delivery capacity. Additionally, a traffic study if one was required by the Planning Board as part of the special permit or site plan review approvals;

15. Plans for exterior nuisance mitigation (including light, noise, emissions, odor, debris), minimization of water use, wastewater treatment, use of renewable energy sources; fire safety, recycling and handling of solid waste, security plan (for location, facility, interior environment, data and products), and plan for testing of product(s);

16. Proposed design and marketing options for facility, packaging and signage;

17. Demonstrated willingness to sign draft HCA with minimum terms as set forth in this form.

III. EVALUATION PROCESS

Applying Entity must meet the following minimum application criteria to be considered:

1. The application must include all the information required in Section II of this

RFQ.

2. The Applying Entity shall agree, at a minimum, to the terms of the HCA or shall propose alternative terms that are, in the view of the Town Administrator, at least as favorable to the Town.

3. The proposed location of the co-located Establishment shall comply with the

Town’s current Zoning Bylaw requirements.

The following comparative evaluation criteria will be used to rank the applications received (that have met the minimum criteria) using ratings that allow reviewers to evaluate the applications based on content and quality of the application components.

1. Knowledge and understanding of the Adult Use Marijuana Retail

Establishment licensing procedures.

Highly Advantageous – Demonstrates a superior knowledge and understanding of the

Adult Use Marijuana Retail Establishment licensing procedures. The application is well written, clearly and completely addresses the required supporting information, is comprehensive and excels in its overall approach in displaying the ability to operate an Adult

Use Marijuana Retail Establishment in compliance with all rules and regulations.

Advantageous – Demonstrates a thorough knowledge and understanding of the Adult Use

Marijuana Retail Establishment licensing procedures. The application is well written, clearly and completely addresses the required supporting information, is comprehensive and is adequate in its overall approach in displaying the ability to operate an Adult Use Marijuana

Retail Establishment in compliance with all rules and regulations.

Not Advantageous – Demonstrates less than adequate knowledge and understanding of the

Adult Use Retail Marijuana Establishment licensing procedures but is less than comprehensive and is less than adequate in its approach to display the ability to operate an

Adult Use Marijuana Retail Establishment in compliance with all rules and regulation.

2. Key Personnel and Prior Cannabis Experience

Highly Advantageous – Has listed all persons and/or corporate and other legal entities, and associated information, as required by Items 3-6 of Section II, and all such persons and/or corporate and other legal entities have prior experience in the cannabis industry.

Advantageous – Has listed all persons and/or corporate and other legal entities, and associated information, as required by Items 3-6 of Section II, and at least half of such persons and/or corporate and other legal entities have prior experience in the cannabis industry.

Not Advantageous – Either has failed to list all persons and/or corporate and other legal entities, and associated information, as required by Items 3-6 of Section II, or at less than half of such persons and/or corporate and other legal entities have prior experience in the cannabis industry.

3. Business Plan

Highly Advantageous – Business plan displays a superior amount of resources and staffing to accomplish goals set forth in the Business Plan.

Advantageous – Business plan displays an adequate amount of resources and staffing to accomplish goals set forth in the Business Plan.

Not Advantageous – Business plan displays a fair to limited amount of resources and staffing to accomplish goals set forth in the Business Plan.

4. Proposed Timeline and Development Plan

Highly Advantageous – Demonstrates the superior ability to meet or exceed the ability to maintain the proposed timeline and development plan, including comprehensive understanding of the process that will need to be followed to open as planned.

Advantageous – Demonstrates moderate ability to maintain the proposed timeline and development plan with some detail as to the process to be followed to open as planned.

Not Advantageous – Does not display the ability to maintain the proposed timeline and development plan.

5. Staffing, Jobs Creation - Potential Benefit to Community*

Highly Advantageous – Outlines the potential to hire a majority of employees who permanently reside in the Town of Dartmouth, and a commitment to hire locally where possible.

Advantageous – Outlines the potential to hire a minimum of some employees who permanently reside in the Town of Dartmouth and will consider a commitment to hire locally where possible.

Not Advantageous – Outlines the potential to hire more employees who live out of

Dartmouth than in Dartmouth; with no commitment to hire locally.

6. Demonstration of Historical Local Residency, Community Involvement and/or

Community Support of the Applying Entity’s Affiliated Officers, Personnel and

Controlling Persons

Highly Advantageous – Provides documentation that a majority of the Applying Entity’s affiliated officers, personnel and Controlling Persons have historical local residency within the Town of Dartmouth, with substantial documented community involvement and can provide letters of support from community groups, organizations or individuals vouching for the character and community commitment for a majority of the Applying Entity’s members.

Advantageous – Provides documentation that between 25% and 50% of the Applying

Entity’s affiliated officers, personnel and Controlling Persons have historical local residency within the Town of Dartmouth, with substantial documented community involvement and can provide letters of support from community groups, organizations or individuals vouching for the character and community commitment for between 25% and 50% of the Applying

Entity’s members.

Not Advantageous – Provides documentation that less than 25% of the Applying Entity’s affiliated officers, personnel and Controlling Persons have historical local residency within the

Town of Dartmouth, with substantial documented community involvement and can provide letters of support from community groups, organizations or individuals vouching for the character and community commitment for less than 25% of the Applying Entity’s member.

*In the event of a tie in ranking within this category, the Applying Entity with the higher number of local residents as Controlling Persons will receive a preferential ranking.

7. Traffic Management

The potential for high traffic generation associated with marijuana establishments is a concern to the Town. The Town will give preference to applicants that can demonstrate multiple means of access.

Highly Advantageous – The proposed location of the marijuana establishment is readily accessible to multiple means of access, including sidewalks and bus stops so that the impact of traffic accessing the establishment will be minimized to the maximum extent feasible.

Not Advantageous – The proposed location of the marijuana establishment is not readily accessible to multiple means of access, including sidewalks and bus stops.

8. Host Community Agreement Conditions

The Town of Dartmouth requires that the Applying Entity agree, at a minimum, to the following Host Community Agreement Conditions, or otherwise propose alternative terms that are, in the view of the Town Administrator, at least as favorable to the Town. The Town will give preference to applicants that demonstrate the most willingness to comply with the conditions that follow, or that propose even more advantageous terms for the Town (Please Note: This is not necessarily all of the conditions that will be found in the HCA):

A community impact fee equal to 3.0% of the establishment’s gross sales. The first payment of the first year of operation (equal to 1% of estimated gross sales or

$100,000, whichever is greater) is to be paid to the Town on the facility’s opening date and the remainder balance is due within 30 days of the of June 30th (the end of the Town’s fiscal year). In each of the second, third, fourth and fifth years of operation, the Company shall make to the Town semi-annual payments, which shall be due within 30 calendar days of January 1st and the end of the Town’s fiscal year, respectively.

A minimum of ($25,000) per license in charitable donations per year to non-profits that have benefits extending to the Dartmouth Community and is mutually agreed on. ($10,000) of this must be for the purpose of marijuana and drug education prevention programs in Dartmouth Public Schools. (This does not reduce the community impact fee amount nor is it considered payment in response to a community impact).

Any motor vehicles owned, leased, operated, or used by the Company in its operations at the Retail Marijuana Establishment are to be registered and principally garaged in the Town. The purpose is so the Town receives any motor vehicle excise tax.

Four Annual contributions are to be given in the amount of ($85,000) each for community benefits, included but not limited to those listed below. The first contribution is to be given on the date in which the Establishment opens for business and every anniversary thereafter.

Park, Recreation staff and programs provided by the Town of

Dartmouth

Health and human services staff and programs provided by the Town of Dartmouth.

Public Safety enforcement and prevention related activities.

In the event that the Commonwealth of Massachusetts or the Town of Dartmouth, in accordance with and pursuant to any statute, regulation or other authorization from the Commonwealth of Massachusetts, adopts an excise or sales tax, fee or assessment that entitles the Town to assess a charge on the revenue from marijuana sold, the Applying Entity agrees that the Town may undertake a separate assessment of any such charge, and that nothing shall be construed or interpreted as allowing or requiring a reduction in any agreed community impact fee payment, charitable donation or departmental gift payment in order to offset any such charge. The Applying Entity acknowledges and agrees that any such charge shall be in addition to, and separate from, any agreed community impact fee payment, charitable donation or departmental gift payment.

Annual filing of financial statements with the Town.

Highly Advantageous – Contains all of, or exceeds, the above Host Community Agreement

Conditions in a way that acknowledges the willingness to comply with each one.

Advantageous – Contains a majority of the above Host Community Agreement

Conditions in a way that acknowledges the willingness to comply with each one.

Not Advantageous – Contains less than a majority of the above Host Community

Agreement Conditions in a way that acknowledges the willingness to comply with each one.

IV. RULES FOR AWARD

The Town will award a HCA to the application(s) deemed in the best interests of the Town taking into consideration the criteria for award set for in this RFQ. The Town has established a Review Committee that will conduct a preliminary review of the applications and which will make a recommendation of award to the Select Board.

V. GENERAL INFORMATION

Selection Process

Additional information, interviews and or presentations may be required at the option of the

Town. In no event shall the Town, Select Board, or Town employees be liable for any costs incurred for the preparation of and participation in the submission of responses to this request or subsequent interviews of persons or companies. The most qualified will be invited to enter into a Host Community Agreement for an Adult Use Marijuana Retail Establishment. The interviews and the evaluation process by both the Review Committee and the Select Board shall be conducted in open session unless an executive session is warranted under the circumstances.

Compliance with Rules

Applying Entities responding to this RFQ must follow its procedures and requirements. Failure to comply with any portion of this RFQ may result in the rejection of your Application.

Application Withdrawal

Any application may be withdrawn at any time before the “Application Due” date and time by providing a written request for the withdrawal to the Town Administrator. A duly authorized representative of the submitting entity shall make the request. Withdrawal of an Application will not preclude the Applying Entity from filing a new application if it is submitted prior to the close date.

Ownership of Documents

Any material submitted by an Applying Entity shall become the property of the Town.

Public Record

All Applying Entities are cautioned that any information and documentation that is submitted in response to this RFQ are public record unless a specific statutory exemption applies. .

TOWN OF DARTMOUTH

AND

HOST COMMUNITY AGREEMENT

THIS HOST COMMUNITY AGREEMENT (“AGREEMENT”) is entered into this ____ day of _____________________________by and between (“the Company”), and the Town of Dartmouth, a Massachusetts municipal corporation with a principal address of Town Hall, 400 Slocum Road, Dartmouth, MA 02747, and acting by and through its Select Board (“the Town”).

WHEREAS, the Company wishes to operate at ______ (“Site”) a Marijuana

Establishment, as that term is defined in M.G.L. c. 94G, §1 and 935 CMR 500.002, for the retail sale of recreational marijuana in accordance with M.G.L. c. 94G and applicable regulations issued by the Massachusetts Cannabis Control Commission (“CCC”), 935 CMR 500.00, as such statute and regulations may be further amended, and with such approvals as may be issued by the Town in accordance with its Zoning Bylaw and other applicable local regulations;

WHEREAS, the Company intends to provide certain benefits to the Town in the event that it receives a Final License from the CCC to operate a Marijuana Establishment at the Site and receives all required local permits and approvals from the Town for the same; and

WHEREAS, no Marijuana Establishment may operate within a municipality without first executing an agreement with the host community, in accordance with the requirements of M.G.L. c. 94G, § 3(d);

WHEREAS, notwithstanding the anticipated benefits to certain members of the community, the Marijuana Establishment may impact Town resources in ways unique to its business and draw upon Town resources in a manner not shared by the general population.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Town agree as follows:

1. The parties anticipate that the Town will incur additional expenses and impacts upon the Town's road system, law enforcement, inspectional services and permitting services, public health services, and potential additional unforeseen impacts upon the Town. Accordingly, in order to mitigate any such impacts upon the Town and use of Town resources, the Company shall provide as a payment to the Town a community impact fee (hereinafter called a "CIF"). The Company agrees to make grant payments to the Town, in the amounts and under the terms provided herein. The Company shall furnish the Town with annual Profit and Loss Statements, as soon as they become available, reflecting gross sales figures for the Marijuana Establishment located at the Site. Additionally, the Company shall provide the Town with copies of its periodic financial filing to the CCC documenting Gross Sales, and a copy of its annual filing as a corporation to the Massachusetts Secretary of State Corporations Division. The Company acknowledges and agrees that the Town is under no obligation to use the payments made hereunder in any particular manner, and that the payments shall constitute a CIF in accordance with G.L. c. 94G, §3 (d). These CIF payments are exclusive of, and shall not be construed as overlapping or otherwise calculated with, any other payments that are provided in this Agreement. The Company agrees to make CIF payments to the Town as follows:

a. The annual total of all CIF payments shall be equal to three percent (3%) of gross sales revenue generated at the Marijuana Establishment at the Site.

The term “gross sales” shall mean the total of all sales transactions at the Marijuana Establishment Site, without limitation.

In the first year of operation, which shall commence on the first day of retail sales to the public or wholesale sales to retailers, whichever is earlier, at the Marijuana Establishment (“Commencement Date”), the Company shall make to the Town on the Commencement Date a payment equal to 1% of estimated gross sales or $100,000, whichever is greater, with the remaining balance of the CIF payment due within 30 days of June 30th (the end of the Town’s fiscal year)

b. In each of the second, third, fourth and fifth years of operation, the Company shall make to the Town semi-annual payments, which shall be due within 30 calendar days of January 1st and the end of the Town’s fiscal year, respectively.

c. The Company acknowledges that time is of the essence with respect to their timely payment of all CIF funds required h e r e under. In the event that any such payments are not fully made within ten (10) days of the date they are due, and in addition to any other remedies for breach that are provided in this Agreement and under the law, the Company shall be required to pay the Town a late payment penalty equal to two percent (2%) per month of such required payments.

2. Additional Costs, Payments and Reimbursements

a. Permit and Connection Fees: The Company hereby acknowledges and accepts, and waives all rights to challenge, contest or appeal, the Town’s building permit fee and other permit application fees, sewer and water connection fees, and all other local charges and fees generally applicable to other commercial developments in the Town. The Company acknowledges and agrees that all such fees shall be in addition to, and separate from, any CIF payments hereunder.

b. Local Sales Tax: In the event that the Commonwealth of Massachusetts or the Town, in accordance with and pursuant to any statute, regulation or other authorization from the Commonwealth of Massachusetts, adopts an excise or sales tax, fee or assessment that entitles the Town to assess a charge on the revenue from marijuana sold by the Company in addition to the CIF set forth in the Agreement (Paragraph 1), nothing herein shall be construed or interpreted as precluding the separate assessment of any such charge, and nothing herein shall be construed or interpreted as allowing or requiring a reduction in any CIF payment in order to offset any such charge.

The Company acknowledges and agrees that any such charge shall be in addition to, and separate from, any CIF payments hereunder.

c. Motor Vehicles: Any motor vehicles owned, leased, operated, or used by the Company in its operation of a Marijuana Establishment at the Site are to be registered and principally garaged in the Town. The purpose is so the Town receives any motor vehicle excise tax. The Company acknowledges and agrees that all such tax payments shall be in addition to, and separate from, any CIF payments hereunder.

d. Annual Contributions: The Company, in addition to the CIF, also agrees to make four annual contributions to the Town in the total amount of ($85,000) each for community benefits, included but not limited to those listed below. The first gift is to be given on the Commencement Date and every anniversary thereafter for a total of four gifts equaling $340,000.00.

Projects:

Park, Recreation staff and programs provided by the Town of Dartmouth

Health and human services staff and programs provided by the Town of Dartmouth.

Public Safety enforcement and prevention related activities.

The Company acknowledges and agrees that all such contributions shall be in addition to, and separate from, any CIF payments hereunder. The

Company acknowledges that time is of the essence with respect to their timely payment of all contributions required h e r e under. In the event that any such payments are not fully made within ten (10) days of the date they are due, and in addition to any other remedies for breach that are provided in this Agreement and under the law, the Company shall be required to pay the Town a late payment penalty equal to two percent

(2%) per month of such required payments.

3. Annual Charitable/Non-Profit Contributions

The Company, in addition to any funds specified herein, shall annually contribute to public local charities/non-profit organizations that operate or provide significant benefits within the Town an amount no less than $25,000 per year, with at least $10,000 of each such donation being for the purpose of marijuana and drug education prevention programs in Dartmouth Public Schools. Said charities/ non-profit organizations shall be mutually determined and agreed upon by the Town and the Company. The Annual Charitable Non/Profit contribution shall be made annually beginning on the first anniversary following the Commencement Date, and shall continue for the term of this Agreement. The Company acknowledges and agrees that all such gift payments shall be in addition to, and separate from, any CIF payments hereunder.

4. Community Support and Additional Obligations

To the fullest extent such practice and its implementation are not inconsistent with federal, state and municipal laws and regulations, the Company will use best efforts in a legal and non-discriminatory manner to give priority to local businesses and vendors in the provisions of goods and services required for the construction, maintenance, and continued operation of the Marijuana Establishment at the Site:

The Company shall use best efforts to ensure that 50% of at-will employees at the Marijuana Establishment at the Site are residents of the Town.

The Company shall provide the Town with annual reports indicating the percentage of vendors and employees in accordance with the above requests.

The Company, at least annually, must provide the Town with copies of all reports submitted to any Licensing Authority regarding operations at the Marijuana Establishment at the Site.

In the event that the Company enters into a host community agreement with another municipality in the Commonwealth of Massachusetts for a Marijuana Establishment that contains financial terms that are superior to what the Company agrees to provide the Town pursuant of this Agreement, then the parties shall reopen this Agreement and negotiate an amendment resulting in financial benefits equivalent or superior to those provided in the agreement with the other municipality.

5. Annual Reporting for Host Community Impact Fees

The Company shall submit annual financial statements to the Town within 30 days after the second semi-annual CIF payment for each year of operation, with a certification of its annual sales. The Company shall maintain books, financial records, and other compilations of data pertaining to the requirements of this Agreement in accordance with standard accounting practices and any applicable regulations or guidelines of the CCC. All records shall be kept for a period of at least seven (7) years. Upon request by the Town, the Company shall provide the Town with the same access to its financial records (to be treated as confidential, to the extent allowed by law) as it is required by the CCC and Department of Revenue for purposes of obtaining and maintaining a Final License for the Marijuana Establishment at the Site.

6. The Company agrees that it will not operate any Marijuana Establishment within the geographic boundaries of the Town other than the Marijuana Establishment at the Site, or operate any Registered Marijuana Dispensary, as that term is defined by the CCC pursuant to 935 CMR 501.003 (“RMD”), within the geographic boundaries of the Town including at the Site, without first entering into a separate host community agreement with the Town for that operation, and notwithstanding whether the Company holds, or comes to hold, all valid state and local licenses, registrations, permits and other approvals that are required for that operation. The Company further acknowledges and agrees that this Agreement is a statutory prerequisite for operating any Marijuana Establishment at the Site. Nothing in this Agreement shall operate to satisfy, or be construed as satisfying, any obligation, pursuant to M.G.L. c. 94G, § 3, that a host community agreement be executed in order to allow the operation of a RMD at the Site.

7. The parties agree that, sometime during the first six (6) months of the fifth year of operation of the Marijuana Establishment at the Site, they will enter into good faith negotiations in order to renew this Agreement for a further five (5) years of such operation of the Marijuana Establishment at the Site; provided, that such good faith obligations do not bind either party to agree to the exact same provisions as found herein in any such renewal of the Agreement. The negotiation of the renewal of this Agreement shall include a review of positive and negative impacts upon the Town, its residents, and businesses resulting from operation of the Marijuana Establishment at the Site, including, without limitation, community health, associated business growth, traffic, crime, use of Town resources, proximate property value impacts, and other documented impacts.

8. At all times during the term of this Agreement, the Company agrees that the value of both real and personal property owned or operated by the Company shall be treated as taxable, and all applicable real estate and personal property taxes for that property shall be paid either directly by the Company or by its landlord and the Company not shall object to or otherwise challenge the taxability of such real property and shall not seek a non-profit or agricultural exemption or reduction with respect to such taxes. The Company shall pay all local, state and federal taxes as required to be paid by the Company in accordance with applicable law, as now existing or as hereafter may from time to time be enacted, repealed or modified. The Company, shall not request any tax credits or subsidy from the Town for the Marijuana Establishment at the Site, and shall not object or otherwise challenge the taxability of the Marijuana Establishment at the Site, including real and personal property.

To the extent that the Company is, would be or could be exempt from, or entitled to a reduction or abatement in, local property taxation as a result of any non-profit or agricultural status, the Company nonetheless agrees that it shall pay all such assessed property taxes by the relevant due dates, and shall not apply for a reduction, elimination or other abatement of those taxes on the basis of the Company’s non-profit or agricultural status.

9. Diversion Mitigation: In cooperation with and to the extent requested by the Town’s

Police Department, and consistent with the Regulations of the CCC, the Company shall work with the Town’s Police Department to implement a CCC compliant diversion prevention plan, a form of which plan to be in place prior to the Commencement Date.

Such plan will include, but is not limited to, (i) training employees to be aware of, observe, and report any unusual behavior in patients, caregivers, customers, authorized visitors or other employees that may indicate the potential for diversion; (ii) strictly adhering to certification amounts, time periods, and adult-use purchase limits as applicable; (iii) rigorous customer identification and verification procedures; (iv) utilizing seed-to-sale tracking software to closely track all inventory at the Facility; and

(v) refusing to complete a transaction if the customer appears to be under the influence of drugs or alcohol. The Company shall not provide delivery services from the Facility.

10. Security: To the extent requested by the Town’s Police Department, and subject to the security and architectural review requirements of the CCC, or such other state licensing or monitoring authority, the Company shall work with the Town’s Police Department in determining the placement of interior and exterior security cameras, so that at least cameras are located to provide an unobstructed view in each direction of the way(s) on which the Marijuana Establishment is located. If the CCC requests relocation of any of these cameras during its review process, the Company agrees to consult with the Police Department before proposing new location(s) to the CCC.

The Company shall maintain a cooperative relationship with the Police Department, including but not limited to periodic meetings to review operational concerns, security, delivery schedule and procedures, cooperation in investigations, and communication to the Police Department of any suspicious activities on or in the immediate vicinity of the

Marijuana Establishment and with regard to any anti-diversion procedures. The

Company agrees to develop a crisis plan and train its security personnel in its use.

11. The production, handling, marketing and sale of edible marijuana-infused products (“MIPs”) by the Company shall be in accordance with the Regulations of the CCC and the Dartmouth Board of Health, including the packaging and labeling requirements set forth in 935 CMR 500.150, which, among other things, provide that edible MIPs shall not bear a reasonable resemblance to any product available for consumption as a commercially available candy. The Company shall obtain any necessary food preparation licenses annually from the Dartmouth Board of Health.

12. The on-site consumption of marijuana products shall be prohibited.

13. The obligations of the Company and the Town recited herein are specifically contingent upon the Company obtaining a Final License from the CCC for operation of a Marijuana Establishment at the Site for retail sales of recreational marijuana, and the Company’s receipt of any and all necessary local approvals to locate, occupy, and operate such Marijuana Establishment.

14. This Agreement does not affect, limit, or control the authority of Town boards, commissions, committees, departments, officers, employees and officials to carry out their respective powers and duties to decide upon and to issue, or deny, suspend or revoke applicable permits, licenses and other approvals under the statutes and regulations of the Commonwealth, the General and Zoning Bylaws of the Town, or applicable regulations of those boards, commissions, and departments, or to enforce or inspect or investigate under and pursuant to said statutes, Bylaws, and regulations;

nor does it waive, limit, control, govern or in any way describe the legal authority of the Dartmouth Police Department to investigate, prevent or take action against any criminal activity. The Town, by entering into this Agreement, is not thereby required or obligated to issue, or assist or support the submission of an application or petition for, such permits and approvals as may be necessary for the Marijuana Establishment to operate at the Site, or to refrain from enforcement action against the Company and/or its Marijuana Establishment for violation of the terms of said permits and approvals or said statutes, Bylaws, and regulations.

15. This Agreement is binding upon the parties hereto, their successors, assigns, insurers and representatives. Neither the Town nor the Company shall assign, sublet or otherwise transfer any interest in the Agreement without the written consent of the other. The Company shall not assign, sublet, or otherwise transfer its rights nor delegate its obligations under this Agreement, in whole or in part, and including through corporate merger, sale, succession or split, without the prior written consent of the Town, and shall not assign any of the monies payable under this Agreement, except by and with the written consent of the Town and shall not assign or obligate any of the monies payable under this Agreement, except by and with the written consent of the Town.

16. The Company agrees to comply with all laws, rules, regulations and orders applicable to the Marijuana Establishment, such provisions being incorporated herein by reference, and shall be responsible for obtaining all necessary licenses, permits, and approvals required for the performance of such work. The Company agrees not to assert or seek exemption as an agricultural use under the provisions of G.L. c.40A, §3 from the requirements of the Town’s Zoning Bylaws.

17. Any and all notices, consents, demands, requests, approvals, or other communications required or permitted under this Agreement, shall be in writing and delivered by hand or mailed postage prepaid, return receipt requested, by registered or certified mail or by other reputable delivery service, to the parties at the addresses set forth on Page 1 or furnished from time to time in writing hereafter by one party to the other party. Any such notice or correspondence shall be deemed given when so delivered by hand, if so mailed, when deposited with the U.S. Postal Service or, if sent by private overnight or other delivery service, when deposited with such delivery service.

18. The Company shall indemnify, defend, and hold the Town, including all of its boards, commissions, committees, officers, officials, employees, agents, insurers, representatives and attorneys, harmless from and against any and all claims, demands, liabilities, actions, causes of actions, defenses, proceedings and damages, brought by any third party arising from or relating to the development or operation of the Marijuana Establishment at the Site. Such indemnification shall include, but shall not be limited to, reimbursement of all consultant’s and attorney’s fees and costs, and of all damages, incurred. The Company agrees, within thirty (30) days of written notice by the Town, to reimburse the Town for any and all such damages, costs and fees incurred in defending itself with respect to any such claim, action, proceeding or demand.

19. If any term or condition of this Agreement or any application thereof shall to any extent be held invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining terms and conditions of this Agreement shall not be deemed affected thereby; provided, that in the event of such a judicial determination with respect to a portion of this Agreement, either party may require that the parties enter into good faith negotiations to revise the terms of this Agreement to account for said judicial determination. Further, the Company agrees it will not challenge, in any jurisdiction, the enforceability of any provision included in this Agreement; and to the extent the validity of this Agreement is challenged by the Company in a court of competent jurisdiction, the Company shall pay for all reasonable fees and costs incurred by the Town in enforcing this Agreement.

20. This Agreement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without respect to conflicts-of-laws principles, and the Company submits to the jurisdiction of any of its appropriate courts for the adjudication of disputes arising out of this Agreement. The Company agrees and accepts that venue for any such disputes shall be in Bristol County, Massachusetts.

21. This Agreement, including all documents incorporated herein by reference, constitutes the entire integrated agreement between the Company and the Town with respect to the matters described herein. This Agreement supersedes all prior agreements, negotiations and representations, either written or oral, and it shall not be modified or amended except by a written document executed by the parties hereto. Each party acknowledges and agrees that it has had the opportunity to review this Agreement with counsel, if it so desires, and that it enters into it understanding that it is a legal document with binding obligations. This Agreement was jointly drafted by the parties, and no rule of construction construing any interpretation of any provision hereof against the drafter shall apply in the interpretation of this Agreement.

22. The Company shall be in default of this Agreement if either: a) The Company fails to make any required payment hereunder, and such failure is not cured within 10 calendar days of written notification from the Town of said breach; or b) The Company breaches any other provision of this Agreement, and the Company does not, within 30 calendar days of written notification from the Town of said breach, begin to make good faith efforts to cure the same. In the event of default by the Company, the Town may elect to terminate this Agreement and/or seek recovery of amounts owed pursuant to this Agreement through a court order.

23. This Agreement shall terminate at the earliest of: 1) the date of final revocation or rescission by the CCC of the Final License that CCC issues to the Company for the Site and the exhaustion of all time, rights and actions that the Company may have to appeal or otherwise challenge said revocation or rescission; 2) the date of expiration of the Final License that CCC issues to the Company for the Site; provided, that expiration shall not be deemed to have occurred if such Final License has been renewed, or is in process of being renewed, or there has not yet been an exhaustion of all time, rights and actions that the Company may have to appeal or otherwise challenge the denial of any such renewal; 3) the permanent cessation of operation by the Company of a Marijuana Establishment at the Site, which cessation shall be evidenced by either the Company’s voluntary relinquishment of the Final License to CCC, or the issuance by CCC of a revision or amendment to said Final License that authorizes the relocation of the Marijuana Establishment pursuant to request or application made by Company; 4) any termination of this Agreement in accordance with Paragraph 20; or 5) the conclusion of the fifth year of operation of the Marijuana Establishment, as provided in Paragraph 1, provided that such conclusion shall not be construed so as to preclude or invalidate a subsequent host agreement to allow for Company’s continued presence at the Site for the operation of an Marijuana Establishment at the Site as contemplated and provided for in Paragraph 7 that would begin and be effective concurrent with said termination. The termination of this Agreement in accordance with Paragraph 20 due to a failure to cure a lack of payment shall not waive, supersede or otherwise satisfy any other remedy for damages that the Town may have against the Company under any theory of liability

24. This Agreement shall also be null and void in the event that the Company does not locate a Marijuana Establishment at the Site for the retail sale of recreational marijuana and the Commencement Date for the same does not occur within ___ years of execution of this Agreement due to lack of good faith efforts by the Company.

Further, in the event that the Company does not locate a Marijuana Establishment at the Site and the Commencement Date for the same does not occur within ____ years of execution of this Agreement due to circumstances beyond the control and good faith efforts of the Company, then the Town may elect to require the Company to enter into good faith negotiations to modify the terms of this Agreement to reflect said circumstances,.

25. In the case of the termination of this Agreement due to the conclusion of the fifth year of operation of the Marijuana Establishment, the obligation to pay the full CIF for that fifth year in accordance with Paragraph 1 shall survive said termination. In the case of any termination of this Agreement for any reason other than the conclusion of the fifth year of operation of the Marijuana Establishment, an adjustment of funds due to the Town hereunder shall be calculated based upon the period of occupation of the Marijuana Establishment at the Site, but in no event shall the Town be responsible for the return of any funds already provided to it by the Company. If, however, the termination of this Agreement is the result of the Company relocating the Marijuana Establishment out of the Town prior to the conclusion of the second year of operation of the Marijuana Establishment at the Site, the Company shall pay to the Town as liquidated damages an amount equal to $50,000.00.

26.