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 plan
of 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 outreach
activities 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 clean
environment 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.
Transparency Our financial data will be regularly reviewed by an independent accounting firm.
Community Service We will conduct varied and ongoing outreach activities to serve the needs
of patients and others in our community.
Education We will provide facts and information to help people understand the responsible
and effective use of medical marijuana.

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 industrys 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 mreardon@reardondevelopment.com with any questions or concerns.
Sincerely,

Michael D. Reardon
Founder/Chairman

Executive Leadership of Happy Valley Ventures MA, Inc.

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

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 Governors 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 the
pharmaceutical 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 for
Malaria 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
division, serving as golf venue coordinator, and serving as equestrian venue coordinator.

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 countrys 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

Training & Support

4Front Advisors will provide our Company with training programs and operational support, helping
us avoid costly mistakes. Training includes budgeting, procurement, vendor relationships, inventory
management, patient/customer relations, and more. It is tailored specifically to support our
operating practices. 4Fronts training and support includes:

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 of
uniquely qualified law enforcement professionals.
ACMs 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 Generals 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. ACMs 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
second-to-none in the cannabis industry. ACM currently advises clients and government agencies in
Colorado, Nevada, Hawaii, Massachusetts, and Maryland.

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 our
facility. 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 in
and 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
marijuana is cultivated, harvested, processed, prepared, stored, handled, or dispensed.
In addition, exterior cameras will ensure monitoring of the property and surrounding
area for suspicious behavior. Exterior cameras will be weather and vandal-proof, and
equipped with a 2.8-12mm varifocal lens. Interior cameras will use a 3.6mm fixed lens.
All cameras will be equipped with low-light illumination, digital wide dynamic range, onscreen display, and digital noise reduction. Our video recording will be operational
24/7. Videos will be retained for a minimum of 90 days.

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 possible
diversion 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 company
equipment 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
dispensary agent enforces the requirements for dispensary access and patient
purchases. Only qualified, valid patients and caregivers will be permitted to purchase
medicine at our dispensary. In addition, every staff member completes training on
diversion detection/prevention techniques as part of new employee orientation.
Strict Inventory Controls & Analysis Real time reporting about the state of our
inventory through a seed-to-sale point of sale (POS) system, combined with oversight

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
inventory, acquisitions, harvests, sales, disbursements, and disposal of unusable
marijuana. Records are retained indefinitely. It is a true seed-to-sale POS solution.

We will conduct and document an audit of our inventory, using generally accepted
accounting principles, at least once every 30 calendar days. At a minimum, per regulations,
documentation will include the date of the inventory, a summary of the inventory findings,
and the names, signatures, and titles of the individuals who conducted the inventory.

Should any undocumented material reduction of medical marijuana occur in the

dispensary's inventory we will determine where the loss has occurred and take
corrective 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; email 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 a
current 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 patients
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
patients photograph, date of birth, and full name, such as a drivers license, governmentissued 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
before accessing the dispensary floor. The agent will check the patient or caregivers
registration card and photo ID and verify that the patient is current in the DPHs electronic
database. The agent will then direct the patient to the dispensary floor where they will be
assisted with selecting their medicine. In any instance of denial of medicine to a patient due
to a perceived risk to themselves or the public, we will notify the patients certifying
physician within 24 hours.

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 secure
receptacle.

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,
including effects of various strains of marijuana, as well as various forms and routes of
administration; tools for tracking strains and their associated effects; information describing
the impact of potency and its role in determining proper dosages and titrations for different
routes of administration; a discussion of tolerance, dependence, and withdrawal; facts
regarding substance abuse signs and symptoms, as well as referral information for substance
abuse treatment programs; a statement that registered qualifying patients may not distribute
marijuana to any other individual, and that they must return unused, excess, or contaminated

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, warning
signs 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.

Conceptual Location of RMD

Facility for Happy Valley
Ventures MA, Inc.

Conceptual RMD Floor Plan

SECTION D: LOCAL COMPLIANCE

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.
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 and
Regulations 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 to
square 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 the
operation of our facilities. We will respond within 24 hours to any inquiry from a town official.

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