CITY OF EASTHAMPTON APICAL, INC. HOST COMMUNITY AGREEMENT ae ‘THIS HOST COMMUNITY AGREEMENT (‘AGREEMENT’) is entered intothis_ [day ‘of April 2018 by and betwoen APICAL, INC. (ak/a or Okia GreenLile Dispensary, Tie ‘Massachusetts Corporation witha principal oie adress of 19 Wemeleo Way, Easthampton, MA, (01027 (ine “Company”), and the CITY OF EASTHAMPTON, Massachusetts municp corporation with a principal address of $0 Payson Avenue, Easthampion, MA 01027 (he "City", WHEREAS, the Company wishes to locale a Marijuana Establishment at 19 Wemeloo ‘Way, Easthampton, MA (dhe “Facil”, with thre (2) Marijuana Licenses: Marijuana Cultivator, Marijuana Product Manufsctuer, and Marijuana Retailer (collectively refered to as the “Licenses") inthe City in accordance with Chapter 34 ofthe Acts of 2016, The Regulation and ‘Taxation of Marijuana Act, as amended by Chapter 55 ofthe Acts of 2017, An Act to Ensure Safe ‘Access to Marjuans, (collectively refered to asthe “Act.”) and applicable regulations issued by the Commonwealth of Massachusetts Cannabis Control Commision (“CNB”) and such approvals asmay be issued bythe City in accordance with its Zoning Bylaw and other applicable regulations (collectively the “Regulations”; and WHEREAS, for purposes of licensure the Company is required to submit tothe CNB documentation evidencing that the Company and City have executed « host community agreement WHEREAS, the Company intends to provide certain benefits tothe City in the event that receives a Final License from the CNB to operate Marijuana Establishment in Easthampton at 19 Wemeleo Way (the “Licenses”) and receives al required local permits and approvals; and WHEREAS, notwithstanding the anticipated benefits fo certain members of the community, the Company may impact City resources in ways unique to the business of the Licensee and draw upon City resources in & manner no shared by the general population, NOW THEREFORE, in consideration of the provisions ofthis Agreement, the Company offers, snd the City accepts this Agreement in accordance with G.L.44, §S3A, and the Company and the City agree as follows: 1. Thepaties anticipate that the City may incur additional expenses and impacts upon the City’s road system, law enforcement, fre protection services, inspectional services and ernittng service, public health services, and potential addtional unforeseen impacts ‘upon the City. Accordingly, in order to mitigate any such impacts upea the City and tse of City resources, the Company shall provide sa donation tothe City a community pect fe. The Company agrees fo make fe payments othe City, inthe amounts and under the terms provided herein (the "Funds"), The Company shall furnish the City ‘with annual Profit and Loss Statements, a soon a they become available, reflecting 1gross sales figures "Gross Sales”) forthe Licensee located in the City. Aditonally, {he Company shall provide the City with copies of its periodte financial lings to the (ENB documenting Gross Sales, ‘The Company acknowledges and ogress thatthe City is under no obligation to use the donation payments mde hereunder in any particular manner, and thot the Payments shall constitute donations in accordance with GL, c. 4, §834. The ‘Company shall pay tothe City the following sums: 4. French year inthe tere ofthis agreement the Company sll pay to the City & “Community Impact Fee" that is reasonably relate tothe cost imposed upon the City by the operation ofthe Marijuana Establishment. The Company shall notify ‘he City in wrting when the Company commences sales within the City, Payment Schedule 4. Upon the mutual signing ofthis Agseement, the Company shall make a payment to the City in an amount equal to $10,000.00. ‘Said payment ‘hal be due within seven (7) business days ofthe mutual signing ofthis Agreement fi, Fist Year of Operation: A payment of $75,000 or 3% of sales revenue, ‘whichever is grester, shall be made tothe City. The Company shall, provide $15,000.00, consisting of two payments of $7,500.00 each to be ‘made within tity 30) days after each of the following milestones: (1), receipt of the Company's provisional license a8@ Marijuana Retailer rom the CNB; and 2) cept of all necessary local permits, incading but nok limited o: Special Permit ste plan review, occupancy permit et. issued by the City as required to commence Marijuana Retail operations. The balance ofthe payment shall be made no later han one year fom the ist day of sales ii, Years Two-Five: An anneal payment to the City inthe mount equal to 3 percent of sales revenue. Payments shall be made semi-annually each «calendar year within thirty 30) daysofthe I of January and within thirty (G0) days ofthe I* of une, beginning on the fist of such dates after the 0 the Foregoing the City of Easthampton shall levy 93% tax ‘upon seereational sles pursuant Chapter $5 ofthe Acts oF 2017, ©. Donations: i. The Company agrees to donate upto $2,500.00 to the Emily Williston Memerial Libary, non-profit educational institution, located in "Basthampfon, MA. This donation shall be made siaty (60) days after the end ofthe first year of operation, ‘The Company shall donate $2,500.00 to the City 0 be use or public salety programs. This donation shall be made within sixty (60) days ater the ond ofthe fist your of operation,‘The Company shell donate $2,500.00 to the City's Public School Department. This donation shall be mede within sixty (60) days aftr the ‘end ofthe frst year of operation, Should the City realize an increase in substance abuse among stents ‘within its sehool district and/or the youth ofthe City ax determined by a writen reprt fom the City’s Police Department in consultation wih the City's Public School Department, atthe conclusion of each Year, the ‘Company shall provide grant funding for drug enforcement, awarenes, ‘orabuse programs not io exceed $2,500.00 per year While the purpose of these payments isto assist the City in addressing any public ‘eal, safety and other efecs or impacts the Marijuana Establishment may have on the Cily, the City may expend the above-referenced payments ais sole and absolute discon Default, Term and Termination ‘The Company and the City in good faith following five (5) years of continoous operation ofthe Marijuana Pstablishment sal, if allowed by law, renegotiate the terms this Agreement. The ems ofthis Agreement shall continue in fll Free and effet unless the partis rench aeord on a subsequent agreement, Any renegotiation ofthis Agreement shal ince ‘review of positive and negative impacts upon the Cit, its residents, and businesses resulting from operation of the Marijuana Estblishment, including, without limitation, community health associated business ‘grow, trafic, rime, use of City resourees, proximate propety value impacts, and atber documented impacts. ‘The obligations st forth in this Agreement shall cease immediately and ‘become null and void, and this agreement shall terminate, ifthe Company ceases operating a recreational marijuana establishment andlor medical ‘marjuana treatment center in the City which is defined as conducting retail sles, The Company shall be in defoult ofthis Agreement ifany of the following oceur: 1 The Company fils to make any ofthe required payments ofthe Host Community Impact Fee, and such Gilue is not cured ‘within fiteen (1) business days of written nodfcation fom the ity of said breach 2, ‘The Company breaches any other provision of this Agreement, nd such file ie not cured vvthin thirty (30) days of weten hatfeation from the City of sid breach. 3. The Company breaches any other provision ofthis Agreement, tnd such file isnot cured within thirty (30) days af written notfcation from the Cty of sid breach 4. Inthe event ofa defult bythe Company, the City may eect to either terminale this Agreement or seek recovery of amounts ‘wed pursuant to this Agreement through a court arder,