HomeMy Public PortalAbout2017-04-11 Watertown re HCAGRMNT TOWN OF WATERTOWN
AND
NS AJO HOLDINGS,INC.
HOST COMMUNITY AGREEMENT
FOR THE SITING OF A
REGISTERED MARIJUANA DISPENSARY
IN THE TOWN OF WATERTOWN
This Host Community Agreement("Agreement") is entered into pursuant to M.G.L. 44, §53A
this day of April, 2017 by and between NS AJO Iloldings, Inc. a Massachusetts not-for-
profit corporation with a principal office address of 67 "`'_a Sticct, #1, Cambridge, MA 02138
(the "Operator") and the City known as the Town of fertowii'tt Massachusetts municipal
corporation with a principal address of 149 Mai -'fit, Watertown''MA 02472 (the "Town").
WHEREAS, Massachusetts voters approved " ;egal cultivation, proccsstttg, distribution, sale
and use of marijuana for medical purposes throe hapter 36.9 of the Acts 0 '2Q 12, An Act for
Humanitarian Medical Use of Marij a; and x ,
WHEREAS, Massachusetts, acting t131
.atiF;t1 the Common of Massachusetts Department of
Public Health(the "DPH") implemented.re gL1 10.1 OTN' framewo r the regulation of the use of
marijuana for medical pur.. . es through 10_5 C'M1� 725.0,Q0 et. s he"Regulations"); and
WHEREAS,Operatdf" ishes z ate and 4 ra'%-- Medi ijuana Treatment Center at
23 Elm Street, Watertown, MA 0 ' - in acco with the own,s Zoning Ordinances and the
Regulations (the"Facility"); and
WHEVi " 9 al Mari jtiana Treattent Center.Is defined by the DPH as a not-for-profit
entityered under 105 L:MR 725.100, to be luwwn as a registered marijuana dispensary (an
"RMD''' t t acquires, cuttivattes ossesses,processes (including development of related
), q � � (� g p
products s edible MIPs 1)rovitled t1lat they shall not bear a reasonable resemblance to any
product avail } or consumption as a eomniercially available candy,tinctures, aerosols, oils, or
ointments),tr i transports, sills, distributes, dispenses, or administers marijuana, products
containing marijua ated st'PP)1es, or educational materials to registered qualifying patients
or their personal caregivers. Unless otherwise specified, RMD refers to the site(s) of dispensing,
cultivation, and preparatio f:marijuana; and
WHEREAS, Operator intends to serve its non-profit purpose of providing marijuana for medical
use, educational materials, and related products, to medical use of marijuana patients in Town
and throughout the Commonwealth of Massachusetts; and
WHEREAS,The Town enacted Ordinance#59 (0-59-2014), an ordinance amending the Town's
Zoning Ordinance regarding Medical Marijuana Treatment Centers and related uses for patients
with a debilitating medical condition to allow a Medical Marijuana Treatment Center by Special
HOST COMMUNITY AGREEMENT —TOWN OF WATERTOWN, MA
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Permit in the I-1, 1-2, 1-3 and RMUD Zoning Districts, which it may amend further from time to
time (the "Town's Zoning Ordinance"); and
WHEREAS, Operator intends that its Facility will engage in the sale of medical marijuana for
medical purposes as may be permitted by the DPH, and for those purposes, seeks to locate the Facility
in the RMUD Zoning District pursuant to Special Permit; and
WHEREAS, The Facility shall comply with the buffer requirements set forth in 105 CMR
725.110(A)(14) and the Town's Zoning Ordinance; and
WHEREAS, Operator intends to provide certain benefits t I awn in the event that it obtains
a Final Certificate of Registration to operate an RMD in n and has received all required
local permits and approvals; and
WHEREAS, Operator has applied for a certificate registration 411 the DPH to operate
the Facility at 23 Elm Street, Watertown, MA-,anal
WHEREAS, Operator is seeking a letter of supp`tirthinn-opposition from thbl wn regarding
Operator's application for the DPH License; and
WHEREAS,notwithstanding the anticipated benefits to certain members of the community, the
Facility may impact town resources in mays unique to the businee of the Facility and draw upon
Town resources in a man of shared by the g n rai population:
NOW,THEREFORE, in consiaci-ation oft" ions of:this Agreement, the Operator and
the Town enter into this Agreement in accordant ith G.L c.44, §53A, on the following terms:
1. Cot}a lmjijry lmnad b ,natiotiY parties a.icipate that the Town will incur additional
Qxpepscs and-impacts upon the Tovvn's road system, law enforcement, fire protection
sctyices, inspectional service'S;and permitting services, public health services, and
pol..ential additional tinforescun impacts upon the Town. Accordingly, in order to mitigate
the financial impact upon the 'Town and use of Town resources, the Operator shall
provide as a gift to the'r.9wn a conununity impact donation(the "Community Impact
Donation") iij.the amounts and payable at such times as described in Section 2 hereof.
The Treasurer of the Town shall hold the Community Impact Donation in a separate
account,to be cx pendcd,by the Town Council without further appropriation pursuant to
G.L. c.44, §53A, for the purposes of addressing the potential health, safety, and other
effects or impacts of the Facility on the Town and on municipal programs, services,
personnel, and facilities. The Funds shall be used at the Town's sole discretion, as
determined by the Town Council. Notwithstanding the Community Impact Donation,
nothing shall prevent the Operator from making additional donations from time to time to
causes that will support the Town, including but not limited to local drug abuse
prevention/treatment/education programs.
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2. Pavments: Subject to adjustment or modification as set forth in the fourth paragraph of
this section, Operator shall provide as a gift to the Town the greater of either(a) an
annual total of Two Hundred Thousand and 00/100 Dollars ($200,000.00), or(b) 6% of
the Gross Sales generated annually at the Facility. For the purposes hereof, "Gross
Sales" shall mean the total of all sales of Medical Marijuana or products containing
Medical Marijuana, transactions conducted at the Facility. In either case, the Community
Impact Donation Payments shall begin on the first day of the thirteenth month following
the date of commencement of sales in the Town(the "Sales Commencement Date") and
each year on the same date thereafter.
Operator shall set aside an additional One Hundred Tlztni'd and 00/100 Dollars
($100,000.00) annually for the purpose of reimbursing the Town for any verified
expenses incurred by the Town. Such expenses ittcltide but are not limited to additional
demands on local law enforcement agencies, ineltiding Kitt not limited to police details,
and other emergency services. Z, ==h.
Operator shall notify the Town when tar commences sales within the Town.
Operator shall provide the Town with co. its peK;'6 Oic financial filings to the DPH
documenting Gross Sales, lso a copy oiling as a non=px:vlit, if any, to
the Massachusetts Office of %;ney Gene>F '
3. Taxes: The Operator will pay all local, state and re ci`al taxes as required by applicable
law, as now existip g nr as hereafte"' ay iion� tii�tc to time enacted, repealed or
l.modified. The.Operator shall not ret any tax Crctlit5 or subsidy from the Town for the
developmend .a ad or the cility, m Itiding", but not limited to, any request for a real
estate tax exed Sion or aba a ent as anon-profit corporation, and shall not object or
P.
otherwise challeng t ity of land oi•t31e Facility. Notwithstanding the foregoing,
(i onal pr` is determined to..be non-taxable or partially non-taxable, a
inatio hich erator`a�)rces not to seek at any time during this Agreement
" if the valu ch p y is abated with the effect of reducing or eliminating the
to ch would ot ise be if assessed at fair cash value as defined in G.L. c. 59,
§38, r ,i,) if Operator is. cleterm d to be entitled or subject to exemption with the
effect o IlecIticing or eliminating the tax which would otherwise be due if not so
exempted, tlien Operator shall pay to the Town an amount which when added to the
taxes, if any, Paid on Stich property, shall be equal to the taxes which would have been
payable on such ptoperty at fair cash value and at the otherwise applicable tax rate, if
there had been no abatement or exemption; this payment shall be in addition to the
Community Impact Donation made by Operator under Section 2 of this Agreement.
4. Community Impact Donation as Comnensatorv: The Community Impact Donation
referenced herein shall be compensatory to the Town of all impacts of the Facility's
operation in the Town including all reasonable indirect cost. Nothing herein shall be
construed to exempt the Facility from payment of local, state and federal taxes as
contemplated in Section 3 hereinabove.
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5. Local Hiring: The Operator shall work in a good faith, legal and non-discriminatory
manner to hire local vendors, suppliers, contractors and builders who are Watertown
residents, where possible. Town residency shall be a positive factor in hiring decisions at
the Facility.
6. Annroval of Manaver: If requested by the Town, Operator shall provide to the Town, for
review and approval,the name and relevant information, including but not limited to the
information set forth in 105 CMR 725.030, of the person proposed to act as on-site
manager of the RMD. The Town shall consider such request for approval within thirty
(30) days following submittal to determine, in consultat18n.with the Police Chief, if the
person proposed is of suitable character to act as 11117site nianager. Such approval shall not
be unreasonably denied, conditioned or delayed. Said approval shall be considered
unreasonably denied, conditioned or delayed if tlae Town-, enies such approval and the
DPH has approved said manager pursuant to the 1tegulat1 This approval process shall
also apply to any change of on-site niana0er.
7. Prevention of Diversion: To the extent recltiested by th Town's P Department, and
consistent with the Regulations, Operator Shall wor the Town lice Department
to 'a implement com rehensve diversion preVe to prevent diM on, such plan
p P �
to be in place prior to the Sales Commencement : ' Such plan will include, but is not
limited to, (i)training RMD employees to be awar bserve, and report any unusual
behavior in patients, caregivers,'authoriz itors or RMD employees that may
indicate the potential for diversion; (ii) strie# ring ification amounts and time
periods (per D1'Iiiiiciclties); (ill)rigv otlse t; tific tion and verification
procedures tl )-«u�h the DP>;..Online S teiia iv) uti seed-to-sale tracking software
to closely track ii.1l inventory at the Rk aiid (v) refusing to complete a transaction if the
patient or caregiver'appears to be under the influence of drugs or alcohol. Operator shall
not pro%ide.delivery services from the RMD. Notwithstanding the foregoing, the RMD
sliaiJ_allow qu;zlified persatial caregivers.to obtain and transport marijuana from a RMD
on behalf of a registered qu.11ifying patient consistent with DPH guidelines.
8. Non-Medical Mariivalla: The ope tor, its successors, and assigns hereby agrees to
waive an �: is it has tv niay have to cultivate, sell or process non-medical marijuana or
to operate arijuana Establishment as defined in G.L. c.94G §1 for non-medical use
("Recreational.Uso") at the site of its RMD Facility within the Town and hereby agrees
that it shall not engage ir1 cultivating, selling or processing marijuana and marijuana
products for Recreational Use within the Town.. Notwithstanding the foregoing, and for
the avoidance of doubt,the immediately foregoing provision shall be null and void and of
no force or effect in the event that any of the following occur: 1) legislation is passed
and/or amended by the Commonwealth of Massachusetts requiring that RMDs undertake
Recreational Use for continued operation , or 2)the Town enacts an ordinance or passes a
ballot question in accordance with applicable law authorizing Recreational Use , or 3) an
unaffiliated entity from Operator is authorized to open a Recreational Use within the
Town. The Operator further agrees that in the event the Operator becomes licensed and
permitted to operate a Marijuana Establishment at the same location as the RMD,the
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parties shall renegotiate the terms of this Agreement, including but not limited to
increasing the amount of the payments to be made to the Town, in recognition that the
additional purposes of the RMD may have greater impacts and effects on the Town. In
no case shall the annual Donation Payments be reduced from the amounts specified in
this Agreement.
9. Security: To the extent requested by the Town's Police Department, and consistent with
the Regulations, Operator shall work with the Town's Police Department in determining
the placement of interior and exterior security cameras, that at least two cameras are
located to provide an unobstructed view in each di reci. f the public way(s) on which
the Facility is located. Operator 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,cobjeration in investigations, and
communication to the Police Department o f any suspicious a.otivities on or in the
immediate vicinity of the Facility and_Gvitli regard to any anti-diversion procedures. Such
camera(s) may be altered by the DPH durju:;their security and arellitectural review
process upon approval by the Police Depar `ent. --
10. Registration and AT)vrovals Aeabbd: Anything, ined herein to the contrary
notwithstanding, the obligati ol`f the Operator an Town recited herein are
specifically contingent upon the Y erator o7tgining a Certificate of Registration for
the operation of a RMD From the ,_ to operate the F n the Town, and the
Operator's receipt of all necessary permits and ag rov s. If Operator fails to secure
either a final Cerlilicate Of Registratiai,`Or any of tlid:r iced municipal approvals
aforementioned,.this Agreepien[ shall be null and void; however, in such circumstances,
Operator shall rei'mb0rse the Town for its legiiI fees associated with the negotiation of
joperation:
efitent.
11. TheT wti s1*11 work cooperat1vely and in good faith with the Operator in
sing the prompt end efficient siting,planning, permitting and preparation for opening
2n
of the f acility and any [her muni Ipal requirements for operating a RMD, provided that
nothing herein shall require the Town to waive any review and approval rights set forth in
applicable statutes or regulations, and provided further that the Town shall retain the right
to provide comments and recommendations regarding the Facility, including but not
limited design and se"curit),
12. Sunnort for Registration: The Town shall support the Operator's application for
registration of its RMD by the DPH, and work with Operator to assist in securing such
registration.
This Agreement shall not affect, limit, or control the authority of Town boards,
commissions, and departments to carry out their respective powers and duties to decide
upon and to issue, or deny, applicable permits and other approvals under the statutes and
regulations of the Commonwealth, the General and Zoning Ordinances of the Town, or
applicable regulations of those boards, commissions, and departments, or to enforce said
HOST COMMUNITY AGREEMENT —TOWN OF WATERTOWN, MA
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statutes, ordinances and regulations. The Town, by entering into this Agreement, is not
thereby required or obligated to issue such permits and approvals as may be necessary for
the Facility to operate in the Town, or to refrain from enforcement action against the
Operator for violation of the terms of said permits and approvals or said statutes,
ordinances, and regulations.
13. Assianment: This Agreement is binding upon the parties hereto,their successors, assigns
and legal representatives. Operator shall not assign, sublet or otherwise transfer this
Agreement, in whole or in part,and shall not assign or obligate any of the monies payable
under this Agreement, without the prior written consent cif the Town, which consent shall
not be unreasonably withheld provided, however,that such consent shall not be required
in the event such transfer or assignment is between the Operator and another affiliated
entity (the "Affiliated Entity")which will utilize,the I'aci I ty for the purposes allowed
herein and shall fully comply with the terms of this Agrciwment, and which is duly
authorized by the DPH or other authorizinc, entity, or if sucli.assignment or transfer is the
result of a merger, acquisition, or consal Idution with the Opera*0- , For the purposes
hereof, an"Affiliated Entity" shall meant a entity which is undmon control with
and/or an entity having related parties to (cii�tl any sucllated between
entities have been approved by the DPH)the Operatotra
14. Compliance: Operator shall comply with all laws, rude regulations and orders applicable
to the operation of an RMD, such provisions,being in rated herein by reference, and
shall be responsible for obtaining all nccessa ry licenses, " its, and approvals required
for the operation of in RMD. vft
15. Retention ofplelrif:l1,1tory Authority: By g into this Agreement, the Town does not
waive any enforcegicnt rights'or regulato uthority it currently holds over any business
in the Town.
16. Notices: Any curd all notices, consents, 6mands, requests, approvals or other
con ainunications required or go ' itted under this Agreement, shall be in writing and
del ivci'ed by hand or mailed post prepaid, return receipt requested, by registered or
ccrtiiieci rn-Jil or by other refutable delivery service and will be effective upon receipt for
hand or 6aid d ivery and[,, hree days after mailing, to the other Party at the following
addresses: "
If to TOWN: ichael J. Driscoll, Town Manager
149 Main St.
Watertown,MA 02472
If to OPERATOR: Aidan O'Donovan, COO
NS AJO Holdings, Inc.
67 Dana Street, #1
Cambridge, MA 02138
Either party may update their notice address by giving notice thereof as aforesaid.
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17. Severability: 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 unless one or both
parties would be substantially or materially prejudiced. Further, Operator 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 in a court of
competent jurisdiction, Operator shall pay for all reasonable fees and costs incurred by
the Town in enforcing this Agreement. -
18. Governing Law: This Agreement shall be governed,: nstrued and enforced in
accordance with the laws of the Commonweal tK-9 'Ma I usetts and the parties hereto
submit to the jurisdiction of any of its appropriate courts adjudication of disputes
arising out of this Agreement.
19. Entire Agreement: This Agreement, inclutiitig all doewnents ineorp6rated herein by
reference, constitutes the entire integrated agreement bctween the parties with respect to
the matters described. This Agreement supersedes all prior agreements, negotiations and
representations, either written or oral, acid it shall not he modified or amended except by
a written document executed by.,thc parties hereto.
20. Termination: ThWAgreement shall terininate at the time that either of the following
occur: --
a. The notifies Operator of the Town's termination of this Agreement; or
b. Operato es to operate a RM D in the Town.
Indbe event of tcriniiiation of tliis Arreclnek pursuant to sub-sections a) or b) of this
section, this Agreenienl sli<<ll liave� no fur... Torce and effect and neither of the parties
shall have any f ither ri&;liis, obligations or liabilities to the other party,provided that
Seeti.o.t1s 10, 17, 22 zu)d 23 hcrecif shy ll remain in full force and effect.
21. Term: Thi greement shall remain in place for the life of the Facility unless both parties
agree other e. In the 6 em Operator relocates the Facility to a different location within
the Town,the terms of ibis agreement shall apply to such relocated Facility for the life of
such Facility.
22. Appropriation: The Treasurer of the Town shall hold the Community Impact Donation
Payments in a separate account, to be expended by the Town Manager without further
appropriation pursuant to G.L Chapter 44, Section 53A. While the purpose of this
agreement is to assist the Town in addressing any public health, safety and other effects
or impacts the Facility may have on the Town or impacts of the Facility on the Town and
on municipal programs, services,personnel, and facilities, the Town may expend the
Community Impact Donation Payments at its sole and absolute discretion, as determined
by the Town Council.
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23. Confidentiality: Operator may provide to the Town certain financial information,
investment materials, products, plans, documents, details of company history, know-how,
trade secrets, and other nonpublic information related to Operator, its affiliates and
operations (collectively, the "Confidential Information"). Town (inclusive of its
employees, agents, representatives or any other of its affiliated persons) shall not, at any
time during the term of this Agreement or at any time thereafter, disclose to any person or
entity, any Confidential Information, except as may be required by court order or law.
This agreement shall be subject to the requirements of the Massachusetts Public Records
Law.
24. Waiver: Except as otherwise provided herein, the ob ns and conditions set forth in
this Agreement may be waived only by a writing i by the party waiving such
obligation or condition. Forbearance or indulgt y shall not be construed as a
waiver, nor limit the remedies that would otliQrw se be a ble to that party under this
Agreement or applicable law. No waiver of airy breach or e t shall constitute or be
deemed evidence of a waiver of any stibsequent breach or de
25. Amendment and Modification: This Agreement may oilly be amen e a modified by a
written document duly executc.l by both of the parties Hereto. No mods . ion or waiver
of any provision of this Agre(niwnt shall be valid unless duly authorized as an
amendment hereof and duly CXCUACd lay the Town and the Operator.
26. Headinas: The anti, �� section, an .: aragra}3li lieadings iii ibis Agreement are for
convenience o
rice nnly, are no part of thisAgreementand shall in no way affect,
modify, deft e used-.in nterpredng the text of this Agreement.
27. Counterparts: T i V reement may be si in any number of counterparts, each of
wllich is an on Tina; -d 611 of which take ether shall constitute one and the same
i»,strinneill., aiid..:. n party. hereto may L," u k s Agreement by signing one or more
Co niterparts.
28. SiL1�ages: Facsimile signawres affixed to this Agreement shall have the same weight
and atithority as an orig``" signat t .
29. Third-Party ician othin contained in this Agreement shall create a contractual
D f. g g
relationship wit : 1: . e of action in favor of a third party against either Town or the
Operator.
30. The Town may terminate this Agreement at any time by providing written notice to the
Operator.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written.
TOWN OF WATERTOWN NS AJO HOLDINGS, INC.:
Michael J. Driscoll Aidan O'Donovan
Town Manager Chief Operati Officer
579691/WATR/0018
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