Town of Southborough, MAMeeting of the Board of SelectmenTuesday, May 2, 2017, 6:30 P.M.

McAuhffe Hearing Room17 Common Street, Southborough MA

_

ffl!iDq’ :

Note: Scheduled start times areapproximate. with the exception ofpublic hearings.

I Call Meeting to OrdeOUTHBQpOUGH, My1

II. Scheduled Appointments1 . 6:30 PM - REARING: Petition for Joint Pole Location: Verizon NE Inc. and Massachusetts Electric Co.

(NGRD)2. 8:00PM — Updates from Senator Eldridge and State Representative Dykema

3. Jason Malinowski, Chair, Public Safety Study Cpmmiftee, RE: Project update

4. Chapter 61A Right-f-First-Reffisa1 request for 2 Chestnut Hill Road

5. Update on IMA with Town ofAshland, RE: Indirect connection to MWRA water

III. Reports1. Chairman’s Report2. Town Administrator Report

Iv. Consent Agenda1 . Accept Amanda Martinot resignation from the Historical Commission.

2. Accept resignation from Janelle Rooney from the Southborough Stewardship Committee.

3. Accept $500.00 donation from CWMARS to be allocated to the Library Donation account.

V. Other Matters Properly Before the BoardI . Consideration of Disclosure under MGL c.268A, s.19 by Deborah DeMuria, ZBA Alternate Member

(Board may vote)2. Correspondence from John Rooney, RE: Services rendered in response to Ethics Complaint (tabledfrom

April 25)

VI. Public Comment

VII. Adjournment

Brian E. Shea, Chairman

. UPCOMING MEETINGSMayJ6,2017June6,2017

Legal Notice of

PUBLIC HEARINGTown of Southborough

The Southborough Board of Selectmen shall hold a public hearing on Tuesday,

May 2, 2017 at 6:30 p.m. in the McAuliffe Hearing Room at the Southborough

Town House, 17 Common Street, Southborough, MA to consider a petition by

Verizon NE Inc. and Mass. Electric Company (NGRID) for joint or identical pole

location on the southeasterly side of Oregon Road at a point approximately

three-hundred twenty-seven (327) feet northeasterly from the center line of

Edgewood Road. All interested parties are encouraged to attend.

Southborough Board of Selectmen April 24, 2017

VL/(,

ORDER FOR JOINT POLE LOCATION

The Board of Selectmen ofthe Town of Southborougk Massachusetts ORDERED:

That permission be and hereby gnted VERIZON NEW ENGLAND INC. and Massachuse

Electric Company (NGRID) joint or identical locations for and permission to erect andmaintain poles and their respective wires and cables to be placed thereon iogether with anchors,guys and other sustaining and protecting fixtures as said Companies may deem necessary. in thepublic way or ways as requested in petition of said Company dated the I day ofFebruarv. 2017.

OREGON ROAD: Nace one (1)joinily owned pole numbered LI I S/F.. I 1-84on the southeasterly side of Oregon Road a a point approximately three hundredtwenr-seven (327) feet nor±ieasEerlv fiom the center line of Fduewood Road.

I JO Poie o be olaced

All construction under this order shall he in accordance with the following conditions:

Poles shall he of sound timber. and reasonably strait, and shall be set substantially at the pointsindicated upon the plan marked— VERIZON No. IA2AD8W, Dated February I . 201 7 flied withsaid petition.

There may be atiached to said poles by said Verizon New England Inc. not to exceed 20 wiresand 5 cables and by said Massachusetts Electric Company (NGPJD) such wires, cables andfixtures as are necessary in its business ard all of said wires and cables shall be placed at a heithtin compliance with the National Electrical Safety Code.

Also that permission be and hereby is granted said VERIZON NEW ENGLAND INC. andMassachusetts Electric Company (NGRID) to lay and maintain underground laterals. cablesand wires in the above or intersecting public ways for the purpose of making connections withsuch poles and buildings as it may desire for distributing purposes.

I hereby certify that the foregoing order was adopled at a meeting of the Board of Selectmen ofthe Town of Southborough. Massachusetts., held on the

_______

day of________________2017.

Clerk of Selectmen

(kLfl -ri:)1

Kern StepienVerizon15 Chestnut Street

Worcester, MA 01609

‘ M NIDPALiT’ SOUTHBOROUGH vz. nc rc. IA2AD8W

VERIZDN NEW ENGLAND INC. AND MASSACHUSETIS ELECTRiC COMPANY DATE : FEBRUARY 1, 2017

SHOWENG -

PROPOSED POLE ON OREGON ROAD

LEGEND

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NOT TO SCALE

EXZSTtNG 3OffLY OWNEDPDLETO REMAIN IJENT

— - — — EDGE tWR&DWAY

* PRDPD5EDJDNTLYDWNED POLETD BE PLACED?RC?E?T JNE

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20 OREGON RDpLRCEL D:

15-0000-010-0

#16 OREGON RDPARCEL ID:

15-0000-053-0

II PARCEL ID:

I 15-0000-052-0

EXISTING POLE\

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NEW POLET.IiS/E.1I-4TO BE PLACED

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;_25 OREGON RDPARCEL ED:

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OREGON ROAD: Place one (l)jointly owned pole numbered TA IS/RI 1-84 on the

southeasterly side of Oregon Road at a point apuroximatelv three hundred twemyseven (32T

feet northeasterly from the center line of Edev ood Road.

Reason: Place one (1 ) jointly owned pole on Oregon Road To provide support to the existing pole

line; and for the distribution of intelligence and telecommunications and for the transmission of

high and low voltage electric current.

Albert E. Bessette . . .

Right ofWay Manager II’I’QI)

365 State StreetSpringfield, MA 01105

Phone 413 787-0310Cell 413 441-3612

—Fax413 734-9123

[____D E © 11 ‘1albert.eBessettejrverizon.com

I MAR31

ithborough Selectmefl Offj

March28, 2017

Southborough Board of SelectmenSouthborough Town House1 7 Common StreetSouthborough, MA 01772

RE: Petition for Verizon job #IA2AD8WOregon Road, $outhborough

Dear Honorable Board Members:

Enclosed find the following items in support ofthe above-referenced project:

1. Petition;2. Petition Plan;3. Order.

A Public Hearing and notice to abutters is required. A Verizon representative willattend the Public Hearing. Should any questions or comments arise concerning thismatter prior to the hearing, please contact me at (413) 787-03 1 0. Your assistance isgreatly appreciated.

Sincerely,

/

Albert E. BessetteRight of Way Manager

Enc

vulstort&storrsDcounseUors at law

Magda L. flcckriermflecknergou1stonstoffs.com

617-574-3598 Tel

BY CERTIFIED MAILBoard of SelectmenAttn: Chairman Brian E. SheaSouthborough Town House1 7 Commons StreetSouthborough, MA 01772

RE: Chapter 61A Notice- Potential Sale of 2 Chestnut Hill Road, Southborough, Massachusetts

Dear Chairman Shea and Members ofthe Board:

We are writing to request confirmation from the Board that, in connection with apotential sale of the residence at 2 Chestnut Hill Road, the Board has no interest in exercising itsright of first refusal under M.G.L. c. 61A, Section 14. The subject property is currently owned bythe Chestnut Hill Road Realty Trust dated December 28, 201 5, of which John A. Sargent and Iare the Trustees. The Trustees, together with the beneficial owners, are looking to dispose of theproperty and are considering a number of ways to do so. One possible alternative would involvethe sale of the residence and roughly 2’/2 acres surrounding it. ‘ We understand such a sale maytrigger the Town’ s right of first refusal to purchase the property, as a sale and/or “conversion”under c. 61A, Section 14. Accordingly, in order to facilitate the disposition ofthe property, weare seeking to confirm that the Board is not interested in exercising this right.

The subject property is shown generally on a plan entitled “Plan of ConservationRestriction” as Parcel 1 , enclosed here. As noted, a potential sale could include the residence andthe 2’/ acres surrounding it, highlighted on the enclosed Plan. Of the 2’/ acres, roughly 1 ‘/2 acresare currently taxed under Chapter 61A as agricultural land.2

Assuming the Board, on behalf of the Town, is prepared to confirm that it has no interestin purchasing 1 ‘/2 acres of the subj ect property, we can then more easily market the property (inwhole or in part) to prospective purchasers. Prior to the acceptance of a bona fide offer to

I The subject property is subject to a Conservation Restriction that restricts, among other things, furtherdevelopment ofthe land, so no new residences would be constructed or developed in connection with any proposedsale. The Conservation Restriction is recorded in Registry ofDeeds, Book 16959, Page 371 (March 3 1, 1995).

2 In a conversation with Paul Cibelli, Town Assessor, we discussed that roughly 1 V2 acres ofthe proposed lot arecurrently taxed under c. 6 1A, and as such the Board of Selectmen, acting on behalf of the Town, would have theright of first refusal to purchase these 1 V2 in the event of this proposed sale andlor conversion; We would also notethat, as a practical matter,, the Board may not be able to exercise its right to purchase this 1 ‘/ acre portion withoutamending the Conservation Restriction, as, the further subdivision of the land surrounding the residence (shown asBuilding Envelope A on the enclosed Plan) is prohibited under its terms.

MAR 2 7 201?

Southborough Selectmen’s Office

Goulston & Storrs PC • Boston • DC • New York • Beijing400 Atlantic Avenue • Boston, Massachusetts 02110-3333 • 617.482.1776 Tel • 617.574.4112 Fax • www.goulstonstorrs.com

March 24, 2017Page 2

purchase, if necessary, we can then submit to you the required notice under Chapter 6 1A,Section 14, including the offer and a more defined plan, seeking the Board’ s formal waiver of itsright of first refusal.

We appreciate your consideration, and we respectfully request your confirmation inwriting that the Board does not have an interest in exercising its right of refusal in connectionwith a potential sale and/or conversion ofthe parcel described above. Please return suchconfirmation to the following address:

Goulston & Storrs PCAttn: Magda L. Fleckner, Esq.400 Atlantic AvenueBoston, MA 02110

If you have any questions or concerns regarding the request set forth in this letter, we, ofcourse, are available to discuss further.

ncerely yours,

Magda F ckner

Enclosures

cc: Paul Cibelli, Town Assessor at pcibellisouthboroughma.com (via e-mail only)Molly B. Millman at mollymil1manmac.com (via e-mail only)Peter L. Tamm, Esq.Jaime Bedard, Esq.

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Town of SouOpen Space Prese ° p, mission

17 COMMO SLT727

SOUThBOROUGH, MASSA fl .166%

April 27, 2017

Board of SelectmanSouthbotough Town House17 Common StreetSouthborough, MA 01772

Dear Members of the Board of Selectman:

The Open Space Preservation Commission (OSPC) met on April 24, 2017 andreviewed the information provided regarding the ight of first refusal on the 2 ChestnutHill property with I 5 acres being under Chapter 61.

As a Commission, we do not feel there s interest in purchasing the I % acre parcelQocated within the building envelope) referenced in the Goulston & Storrs letter, whichwas received by the Board of Selectman on March 27, 2017. However, OSPC isconcerned that the Board of Selectman may inadvertently waive the right of first refusalfor the entire property by responding to this request, and should seek clarification beforeproceeding.

We look forward to being a part of the process going forward and would appreciatebeing kept updated.

Respectfully Submitted

‘LO&Z

Southborough Open Space Preservation CommissionBy its Chairperson Lisa Braccio, CommissIoner

TOWN OF SOUTHBOROUGHaJ*frn*naata\fl

CONSERVATION COMMISSIONTOWN HOUSE • 17 COMMON STREET SOUTHHOROUOH, MASSACHUSEflS 01772-1662

(508) 485-0710, ext. 3024 FAX (508) 480-0161 conscrvafioWijsouthboroughmacom

MEMORANDUM

Date: April 25,2017

To: Southborough Board of Selectmen

CC: Lisa Braccio, Paul Cibelli, Lori Esposito, and Mark Purple

From: Beth Rosenblum, Conservation Agent

Re: Ch 61A - 2 Chestnut Hill Road

The Southborough Conservation Commission (5CC) met on Thursday, April 20, 2017, andreviewed the memo sent by Lori Esposito dated 4/13/17, the letter sent to the Board of Selectmenfrom Magda Fleckner of Goulston & Storrs dated March 24, 2017, along with the followingdocuments:

1) Conservation Restriction (CR) to Sudbury Valley Trustees, Inc. for two (2) parcels ofland located on Chestnut Hill Road, Northboro Road, and West Main Street, constitutingapproximately 48.1 acres and recorded in Registry ofDeeds Book 16959, page 371(March 31, 1999),

2) Letter from Lisa Vemegaard, Executive Director of Sudbury Valley Trustees, dated April20, 2017, and

3) Mass General Laws, Part 1, Title IX, Chapter 61A, Section 17.

The SCC discussed the 2.5-acre parcel in question (identified as Building Envelope A on the“Plan ofConservation Restriction” attached to the Goulston St Storrs letter), and its potentialconservation value to the town. After review of the CR, it was confirmed that this parcel is partofthe 44.1-acre CR “Parcel 1” and as such, is protected from further development or fromsubdivision beyond what is stipulated and allowed under Section IV (a) ofthe CR. Therefore,the 5CC agreed that there would be no benefit for the town to exercise its ROFR on the 1 ‘/2-acre

portion of Building Envelope A as the property is already protected in perpetuity and exclusivelyfor conservation purposes as identified within the CR.

However, what is ofprimary concern is that assurances are in place that safeguard the town’sRight of First Refusal (ROFR) for the rest of the 44.1-acre property (Parcel 1) under Chapter61A, and that by relinquishing the ROFR for the 1 ‘/z-acre portion, the town was not

unknowingly also giving up its ROFR to the remainder ofthe property ifthe waiver was grantedper Attorney Fleckner’s request (see Vemegaard letter).

After discussion with Mr. Cibelli and additional research ofMGL, Part 1, Title IX, Section 17, itappears that the separation of land “shall not impair the right of the remainder of such land tocontinuance ofvaluation, assessment and taxation thereunder; provided, that such remaining landcontinues to qualify under the usage, minimum acreage and other provisions thereof.” Toreinforce our interpretation of MOL, the 5CC suggests that the BoS seek a legal opinion toconfirm that by waiving its ROFR for the I Va-acre portion ofthe 2 ‘Ia-acre parcel, it is notinadvertently waiving its’ ROFR on the entirety of the 44.1-acre Parcel I under Ch. 61A.

lfthe town retains its ROFR over the rest ofthe property, the 5CC fully supports the requestedwaiver from exercising the town’s ROFR for the 1 ‘h-acre portion.

On behalfofthe Conservation Commission

ik?i ?&1&c\aJ

Beth Rosenblum

Conservation, Collaboration, and Commqnitysince 1953

ApriI2O,2017

Southbomugh Conservation Commission ,

do Beth Rosenbium, Conservation AdministratorSouthborough Town House17 Common Street

‘

Southborough, MA 0 1 772 . .

RE: Beals Property Assessor’s Map 5 1 Lot 7 .

Waiver of Right of First Refusal .

SouthbomUgh, Massachusetts : . . .

Dear Members ofthe Conservation Commissioii:F

Sudbury ValleyTrustees (SVT) has reviewed the Chapter 61A Notice sent to the Southborough Board ofF Selectmen by the Beats Family attorney dated March 24, 2017. 1 am writing to describe how this request relates to

the Conservation Restriction that,SVT holds on this land so that it may inform the Town’s response.

In reviewing this Notice we became aware ofthe fact that although the subject ofthe potential sale andsubdivision is merely a 2.5 acre area ofa 41.5 acre parcel, the request is in actualitythat the Town waive its Rightof First Reftisal on the entirety ofthe 41 .5 acre parcel. The 1 acre area referred to in the Notice as ‘tNot beipgunder Chapter 61A”, is the house and immediately surrounding area. The remaining 1.5 acres ofthe 2.5 acre area,in addition to the 39 acres beyond it, are alLunder Chapter 61 A as one parcel. The reason that the aftomey refers

F

this 2.5 acjt area, is that it is cali&l out at a “building envelope” under the Conservation Restriction thatSVT holds over the property. This building envelope is merely an allowance to improve the existing house orrebuild within the existing footprint, but it is not a subdivision in fact and does not create a separate lot. Therefore,

,

waiving the Right of First.Refusal to the land within this building envelope would in actuality be a waiver or theRight bfFirst Refusal to the entire 41 .5 acre parcel.

This letter is intended to make the Conservation Commission aware ofthe technicalities but notnecessarily tosuggestthat the Conservation Commission exercise their Right ofFirst Refusal. As this property is protected witha Conservation Restriction, the conservation status ofthc property will not change regardless ofa sale to aparty.. However, the Town may find it beneficial to investigate whether there is a way for the language of thiswaiver and/or Chapter 61A renewal language oi the property to allow for subdivision of the 2.5 acre buildingenvelope without forcing the Town to waiye their Right of First Refusal on the remaining 39 acres.

I hope you find this information useftil as you consider the Beals’ request. lfyou need any further informationregarding the Conservation Restriction, you can contact Dan Stimson, Assistant Director of Stewardship, at 978-443-5588 xl 36 or at dstimson©svtweborg. . .

Sinceiftly,

. w_ta&JLisa Ven4aard

, Executive Director

F • Pr4nLeclwitb IflOtwind power

a Pdnidon IOC)%pos:consumert, rrr)tlvdpaptr.

LISudbury Valley a

18 Wolbach Road . Sudbury MA 0177&2429 • te1978-443-5588 • rex 978-443-2333 . www.svPveborg

MGL PART 1, TITLE IX, CHAPTER 61A, SECTION 17

Section 17: Separation of land to other use; liability for conveyance or roll-

back taxes; continuing qualification of remainder

Section 1 7. If, by conveyance or other action of the owner thereof, a portion of land which is

valued, assessed and taxed under the provisions of this chapter is separated for a use other than

agricultural or horticultural, the land so separated shall be subject to liability for conveyance or

rollback taxes applicable thereto, but such separation shall not impair the right of the remainder

of such land to continuance of valuation, assessment and taxation thereunder; provided, that such

remaining land continues to qualify under the usage, minimum acreage and other provisions

thereof.

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hereby grant to the Grantee the right to enforce these restrictions against all persons:

(a) • Constructing or placing of any building, tennis court, landing strip, mobile home,swimming pool, fences, asphalt or concrete pavement, sign, billboard or otheradvertising display, antenna, utility po]e, tower, conduit, line or other temporary orpermanent structure or facility on, under, or above the ground;

(1,) Mining, excavating, dredging or removal of soil, loam, peat, gravel, sand, rock orother mineral substances or natural deposit, except as reasonably necessary in theconduct of normal agricultural and silvicultural activities or for installation ofunderground utiLities and drainage and sewage facilities as herein provided;

. (c) Placing, filling, or dumping of soil or other substances on the ground as landfill ordumpimg of refiie, trash, vehicle bodies or parts, rubbish, debris, junk, solid orchemical waste or other unsightly or offensive substance or material whatsoever;

(d) Cutting, removing or otherwise destroying trees, shrubs or other vegetation except foragricultural, horticultural, or silvIcultural purposes as herein provided;

(e) Use of motorized vehicles of any nature or kind, including but not limited to cars,trucks, motorcycles, all-terrain vehicles and snowmobiles, except such as may benecessary for maintenance, patrol, or emergency use, and except such as arenecessary for agricultural or horticultural purposes as herein provided; and furtherprovided that this paragraph 11(e) shall not apply to the Building Envelopes;

(f) Activities detrimental to drainage, flood control, water conservation, water quality,erosion control, or soil conservation;

(g) Any other use or activity which would materially impair significant conservation‘ interests unless necessary for the protection of the conservation interests that are the

subject of this Conservation Restriction.

(h) Any subdivision or other dIvision of ownership of the Building Envelopes.

Ill. Reserved Rights.

Notwithstanding anything contained in Paragraph H hereof, the Grantors reserve untothemselves and to their successors in title the right to conduct or permit the following activities anduses on the Premises:

(a) Construction, repair, and maintenance of siglit-pervious fences and unpaved accessroads, including trails, incidental to woodland, horticultural, farming, animalhusbandry, and recreational operations carried on in accordance with soundagricultural and forest management practices . Prior to the construction of any newfences, the Grantors shall give notice to and receive the approval of the Grantee,which approval shall not be unreasonably withheld.

(b) Construction, installation, maintenance, and replacement of subsurface sewagedisposal systems, water wells, and utilities to service permitted uses and structures on

-2-

.

.

oDxI6959PE 323

thePremises, including those uses and structures permitted within the BuildingEnvelopes. Insofar as is possibLe and practical, said subsurface sewage disposalsystems, water wells, and utilities shall be located within the Building Envelopes.

(c) Excavation, moving, and removal from the Premises of sail, gravel or other mineralresource or natural deposit only as may be incidental to the installation or maintenanceor removaL of underground tanks, septic systems, utilities, and other undergroundstructures or to the maintenance of good drainage, soil conservation practices or toother permissible use of the Premises provided, however, that the surface is restoredto present condition.

(d) The installation, construction, and placement of permanent underground andtemporary aboveground pumps, conduits, hoses, and other equipment associated withagricultural irrigation.

(e) With prior notice to and approval of the Gfantee, the installation, construction, andplacement of permanent underground and temporary aboveground pumps, conduits,hoses, and other equipment associated with artificial snow-making systems andoperations.

(t) The maintenance and composting of piLes of limbs, brush, leaves and similarbiodegradable materials generated on the Premises, provided such piles are notconspicuous from a public way or do not otherwise interfere with the conservationobjectives of this Conservation Restriction.

(g) Further division of the Premises, with the exceptions of Parcel 2 and BuildingEnvelopes A, B, C, and F, which themselves shall not be further divided. If anydivision is made, the Grantors and their successors and assigns shall make referenceto this Conservation Restriction in every deed of conveyance.

01) Digging or drilling of water wells and the use, maintenance, reconstruction, orrelocation of the pump house existing on Parcel 2 as of the date of this ConservationRestriction.

(1) Agricultural, horticultural, and animal husbandry operations carried on in accordancewith sound agricultural management practices (including but not limited to the clearingand cultivation of fields, the mowing and grazing of meadows, and the installation offences) and/or education with respect thereto. Such operations and activities shaLl bein conformance with an agricultural use plan, as may be revised or amended fromtime to time, prepared by the United States Department of Agriculture, NaturalResources Conservation Service, or its successor, a copy of which approved plan andrevisions or amendments shall be furnished to the Grantee.

(j) In accordance with generally accepted forestry conservation practices, (a) selectivepruning and clearing to control or prevent hazard, disease, or fire, or to preserve thepresent condition of the Premises, inc]uding vistas, woods roads, and trails; (b)harvesting trees to provide firewood or construction materials; and (c) the harvestingof trees for any purpose, including without limitation commercial timber production,on a sustained yield basis in accordance with a plan prepared in consultation with aregistered professional forester, a copy of which shall be provided to the Grantee, that

-3-

BoKii;959PGE 374

is designed to protect the conservation values of the Premises, including withoutlimitation scenic and wildlife habitat values. However, there shall be no cear-cuUingof the northern and western portions of Parcel 1 shown by crossliatching on ExhibitA, where a substantially continuous forest cover shall be maintained.

(k) Passive and active non-motorized outdoof recreation activities such as, but not limitedto, nature study, photography, walking, cross-country skiing, and horseback riding.

(1) The placement of signs for the purposes of noticing allowed and prohibited uses suchas, but not limited to, trespassing, hunting, trails and trail locations, sale of thePremises, and sale of horticultural and agricultural products.

(m) The right, if any, to withdraw water from the Wachusett Aqueduct for use anywherewithin the Premises.

Iv. Additional Rights Retained within the Building Envelopes.

In addition to the rights reserved in Paragraph III hereof, the Grantors reserve untothemselves and their successors in title the right to conduct or permit the following activities and useswithifl the Building Envelopes. The Grantors hereby grant to the Grantee the right to enforce thelimitations imposed on these additional rights as described in this Paragraph IV against all persons.

(a) Building Envelope A.

(1) All buildings and improvements existing within Building Envelope A as of theeffectiye date of this grant of conservation restriction are permitted. These include theexisting single family residence, garden house, swimming pool, and tennis court, allas shown on Exhibit A, including any expansion or replacement of such buildings andimprovements. In addition, any accessory garage, barn, tool shed, and/or apartmentof other building which is accessory to the single family residence and which isallowable under the zoning provisions of the town, containing in the aggregate nomore than 4,000 additional square feet of floor area, is permitted. Floor area shallinclude any and all decks, enclosed and open porches, and other unenclosed spacecovered by roof.

(ii) The construction, placing, and/or replacement of sight-pervious fences, gravel orearthen driveways, asphalt or concrete pavement, signs, antennae, utility poles,conduits, lines, or temporary structure or facility, on or above the ground, associated

. with the provisions of paragraph IV (a)(i) hereof shall be permitted. Prior to theconstruction on any new fences, the Grantors shalt give notice to and receive theapproval of the Grantee, which approval shall not be unreasonably withheld.

(l:) Building Envelope B.

(1) All buildings and improvements existing within Building Envelope B as of theeffective date of this grant of conservation restriction are permitted. These include theexisting single family residence with attached stables and barn, detached two-stallgarage, and the separate small barn, all as shown on Exhibit A, including anyexpansion or replacement of such buildings and improvements. In addition, any

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accessory garage, barn, tool shed, swimming pool, and/or apartment or other buildingwhich is accessory to the single family residence described in clause (1) of thisparagraph and which is allowable under the zoning provisions of the town, containingin the aggregate no more than 4,000 square feet of floor aiea, which limit in newfloor area construction shall apply to any and all additions to the structures existing asof the date of this restriction. The area occupied by an outdoor swimming pool andoutdoor tennis court shall not be included in the 4,000 square foot new floor arealimitation. floor area shall include any and all decks, enclosed and open porches, andother unenclosed space covered by roof.

(ii) The construction, placing, and/or replacement of sight-pervious fences, gravel orearthen driveways, asphalt or concrete pavement, signs, antennae, utility poles,conduits, lines, or temporary structure or facility, on or above the ground, associatedwith the provisions of paragraph IV (b)(i) hereof shall be permitted. PrIor to theconstruction on any new fences, the Grantors shall give notice to and receive theapproval of the Grantee, which approval shall not be unreasonably withheld.

(c) Building Envelope C.

(1) No residential structures or uses shall be permitted. No building shall beconstructed, placed, or permitted to remain in the Building Envelope, except: (1) abuilding, buildings, or other structures associated with the agricultural, horticultural,or recreational use (including, but not limited to, cross-country skiing and equestrian)of parcel C provided that no building(s) or structure(s) shall exceed 35 (thirty-five)feet in height above existing grade and further provided that the building(s) orstructure(s) shall not exceed in the aggregate more than 8,000 square feet of flOorarea; and (2) facilities for the development and utilization of energy resources,including without limitation: wind, solar, hydroelectric, methane, and wood alcohol,for use principally on the Premises, provided that such facilities shall be included inthe 8,000 square foot of floor area limitation. Wind turbines shall not be limited tothe height restriction specified in section (1) of this paragraph,’and prior to theconstruction of any wind turbine(s), the Grantors shall give notice to and receive theapproval of the Grantee, which approval shall not be unreasonably withheld. For thepurposes of this paragraph, floor area shall include any and all decks, enclosed andopen porches, and other unenclosed space covered by roof.

(ii) The construction, placing, and/or replacement of sight-pervious fences, gravel orearthen driveways, asphalt or concrete pavement, signs, antennae, utility poles,conduits, lines, or temporary structure or facility, on or above the ground, associatedwith the provisions of paragraph IV (c)(i) hereof shall be permitted. Prior to theconstruction on any new fences, the Grantors shall give notice to and receive theapproval of the Grantee, which approval shall not be unreasonably withheld.

(d) Building Envelope D.

Ci) No residential structures or uses shall be permitted. No building shall beconstructed, placed, or permitted to remain in the Building Envelope, except agreenhouse and attached utility room and/or pump house provided that no part of thestructure or any attachment thereto, except a smokestack or chimney, shall exceed ten

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feet in height above existing grade and further provided that the structure shall notexceed in the aggregate more than I ,600 square feet of floor area. Floor area shallinclude any and all decks, enclosed and open porches, and other unenclosed spacecovered by roof.

(ii) The construction, placing, and/or replacement of sight-pervious fences, gravel orearthen driveways, asphalt or concrete pavement, signs, antennae, utility poles,conduits, lines, or temporary structure or facility, on or above the ground, associatedwith the provisions of paragraph IV (d)(i) hereof shalt be permitted. Prior to theconstruction on any new fences, the Grantors shall give notice to and receive theapproval of the Grantee, which approval shall not be unreasonably withheld.

(e) Building EnvelopeE.

. (i) No residential structures or uses shall be permitted. No building shall beconstructed, placed, or permitted to remain in the Building Envelope, except a retailfarm produce stand provided that no pan of the structure, or any attachment thereto,except for a smokestack or chimney, shall exceed 12 (twelve) feet in height aboveexisting grade, and further provided that said structure shall not exceed 600 squarefeet. in floor area. Floor area shall include any and all decks, enclosed and openporches, and other unenclosed space covered by roof.

(ii) The construction, placing, and]or replacement of sight-pervious fences, gravel orearthen driveways, asphalt or concrete pavement, signs, antennae, utility poles,conduits, lines, or temporary structure or facility, on or above the ground, associatedwith the provisions of paragraph IV (e)(i) hereof shall be permitted. Prior to theconstruction on any new fences, the Grantors shall give notice to and receive theapproval of the Grantee, which approval shall not be unreasonably withheld

V. Permitted Acts and Uses.

Except as expressly limited herein, the Grantors reserve for themselves, their successors andassigns all rights as owners of the Premises, including the right to use the Premises for all purposesnot inconsistent with this grant, and the right to impose restrictions and to grant easements to othersto use any portion of the Premises for uses consistent with this Conservation Restriction.

VI. Notice and Approval.

Whenever notice to Grantee is required under the provisions of this Conservation Restriction,the Grantors, their successors, and assigns shall notify the Grantee in writing by Certified Mail,Return Receipt Requested, not less than thirty (30) days prior to the date the Grantors intend toundertake the activity in question. The notice shall describe the nature, scope, design, location,timetable, and any other material aspect of the proposed activity in sufficient detail to permit theGrantee to make an infonned judgment as to its consistency with the purposes of this ConservationRestriction. The Grantee shalt grant or deny its approval in writing within twenty (20) days of receiptof the Grantors’ written request therefor. The Grantee’s failure to act upon a request for approvalwithin twenty (20) days after receipt of such request shall be construed as waiver of the Grantee’srights of prior approval solely for that particular request, provided that such reouest sets forth theprovisions of this section relative to deemed approval after the passage of time, and provided also that

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the Grantors have received from the United States Postal Service its Return Receipt which has beensigned by the Grantee. Upon request of the Grantors, the Grantee shall within fifteen (15) daysthereafter execute and deliver to the Grantors an affidavit in recordable form evidencing any suchdeemed approval; provided that ff the Grantee fails to do the foregoing, the Grantors may execute andrecord an affidavit setting forth such deemed approval.

VII. Affirmative Obligation of the Grantors to Maintain Open Conditions; Right of Others to Farm

. . The Grantors, their successors and assigns shall take all appropriate measures to keep thefields that exist as of the effective date of this grant at all times substantially open and free of shruband tree growth in order to maintain the scenic, open character of the Premises. The foregoingCovenant shall apply during farming operations as weti as during any time in which farming isdiscontinued, but shall not be deemed to prevent the normal cultivation and harvesting of shrub-likeor high-stalked agricultural crops, including viticulture. If the Grantors, their successors and assignsfail to discharge their obligations hereunder, the Grantee, or anyone acting at its direction, at itsexpense may enter the Premises and take appropriate measures, including but not limited to mowingor clearing, to keep the Premises open. The Grantors, their successors and assigns are not obligatedby this Conservation Restriction to farm or have others farm the Premises, but shall have at all timesthe right to lease or license others to farm the Premises. The areas within the Building Envelopes thatare not fields as of the effective date of this grant shall be excluded from the provisions ofthisParagraph VI.

VIII. Legal Remedies of the Grantee. .

A. Legal and Injunctive Relief

The rights hereby granted shall include the right to enforce this ConservationRestriction by appropriate legal proceedings and to obtain injunctive and otherequitable relief against any violations, including, without limitation, relief requiring

.

restoration of the Premises to its condition prior to the time of the injury complainedof (it being agreed that the Grantee may have no adequate remedy at law), and shallbe in addition to, and not in limitation of, any other rights and remedies available tothe Grantee. The Grantors and their successors in title covenant and agree toreimburse Grantee all reasonable costs and expenses (including without limitationreasonable counsel fees) incurred in enforcing this Conservation Restriction or intaking reasonable measures to remedy. or abate any violation thereof, provided that acourt of competent jurisdiction determines that there has been a violation of thisConservation Restriction.

B. Grantee’s Disclaimer of Liability .

By its acceptance of this Conservation Restriction, the Grantee does not undertake any.

liability or obligation relating to the conditIon ofthe Premises.

C. Severability Clause

If any provision of this Conservation Restriction shall to any extent be held invalid,. the remainder shall not be affected.

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1). Non-Waiver

Any election by the Grantee as to the manner and timing of its right to enforce thisConservation Restriction or otherwise exercise its rights hereunder shalt not bedeemed or construed to be a waiver of such rights.

IV. Access.

The Conservation Restriction hereby conveyed does not grant to the Grantee, to the generalpublic, or to any other person any right to enter upon the Premises except there is granted tothe Grantee and its representatives the right to enter the Premises as follows:

(1) There is hereby granted to the Grantee and its representatives the right to enter thePremises (a) at reasonable times upon written notice and in a reasonable manner forthe purpose of inspecting the same to determine compliance herewith and (b) after 30days prior written notice, to take any and all actions with the respect to the Premisesat the fee owner’s cost as may be necessary or appropriate to remedy, abate orotherwise enforce any violation hereof.

(2) There is hereby grantel to the Grantee the right to erect and from time to timereplace, at appropriate locations near the boundaries of the Premises mutually agreedupon, suitable signs identifying the Grantee as the holder of this ConservationRestriction.

x. Acts Beyond Grantors’ Control.

Nothing contained in this Conservation Restriction shall be construed to entitle the Grantee tobr:ng any action against the Grantors for any injury to or change in the Premises resulting fromca LSes beyond the Grantors’ control, includIng but not limited to, fire, flood, storm, earth movement,an I ac:s caused by trespass on the Premises not contributed to by acts or omissions of the Grantors,or from any prudent action taken by the Grantors under emergency conditions to prevent, abate, ormi:igate sIgnificant injury to the Premises resulting from such causes.

XI. Estoppel Certificates.

.

Upon request by the Grantors, the Grantee shall within twenty (20) days execute and deliverto the 3rantors any document, including an estoppel certificate, which certifies the Grantors’coopliance with any obligation of the Grantors cpntained in this Conservation Restriction, and whichoti erwise evidences the status of this Conservation Restriction as may be requested by the Grantors.

XII. Proceeds From Extinguishment.

A. Grantee’s Receipt of Property Right

The Grantors and the Grantee agree that the donation of this Conservation Restrictiongives rise for purposes of this paragraph to a real property right, immediately vested

. in the Grantee, with a fair market value that is at least equal to the proportionate valuethat this Conservation Restriction determined at the time of the gift bears to the valueof the unrestricted Premises at that time.

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B. Value of Grantee’s Property Right

Such proportionate value of the Grantee’s property right shall remain constant.

:• C. Right of Grantee to Recover Proportional Value at Disposition ..

If any occurrence ever gives rise to extinguishment or other release of the •

Conservation Restriction under applicable law, then the Grantee, on a subsequent sale,exchange or involuntary conversion of the Premises, shall be entitled to a portion ofthe proceeds equal to such proportionate value, subject, however, to any applicablelaw which expressly provides for a different disposition of proceeds.

D. Grantor/Grantee Cooperation Regarding Public Action

Whenever all or any part of the Premises or any interest therein is taken by publicauthority under power of eminent domain or other act of public authority, then theGrantors and the Grantee shall cooperate in recovering the full value of all direct andconsequential damages resulting from such action.

F. Allocation of Expenses upon Disposition

All related expenses incurred by the Grantors and the Grantee shall first be paid outof any recovered proceeds, and the remaining proceeds shall be distributed betweenthe

Grantors and Graniee in shares equal to such proportionate value.

F. Continuing Trust of Grantee’s Share of Proceeds of Conservation RestrictionDisposition

The Grantee shall use its share of the proceeds in a manner consistent with theconservation purposes of this grant.

xm_ Assignability. .

A. The burdens of this Conservation Restriction shall run with the Premises in perpetuity,and shall be enforceable against the Grantors and their successors and assigns holdingany interest in the Premises.

B. Running of the Benefit

The benefits of this Conservation Restriction shall be in gross and shalt not beassignable by the Grantee, except in the following instances and from time to time:

(1) as a condition of any assignment, the Grantee requires that the purpose of thisConservation Restriction continue to be carried out, and

(ii) the assignee, at the time of assignment, qualifies under Section 170(h) of theInternal Revenue Code of 1986, as amended, and applicable regulatiOnsthereunder, and under Section 32 of Chapter 124 of the General Laws as aneligible donee to receive this Conservation Restriction directly.’

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BOOKIS9S9PACE 380

Ivx. Subsequent Transfers.

The Grantors and their successors in title agree to incorporate by reference the terms of thisConservation Restriction in any deed or other legal instrument by which they divest themselves of anyinterest in all or a portion of the Premises.

xv. Effective Date.

This Conservation Restriction shall be effective when the Grantors and the Grantee haveexecuted it, the administiative approvals required by Section 32 of Chapter 184 of the General Lawshave been obtained, and it has been recorded.

X’,I. Recordation. . .

TheGrantors shall record this instrument in timely fashion in the Worcester County Registry

of Deeds.

Executed under seal this LLday of }v.’-$--, 1995.

.

CPhilip C. Beals

Elaine W. Beals

COMMONWEALTH OF MASSACHUSETfS

Coun, ss. 1/1 ‘ 1995

Then personally appeaEed the above-named Philip C. Beals and Elaine W. Beals and acknowledged theforegoing instruiüent to be their free act and deed, before me.

. . . My Commission Expires:

Z. .

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IF:— ,.

BOQXiG959pt 381

ACCEPTANCE OF GRANT

The above Conservation Restriction is accepted this ay of V)bi*L4 . 1995..

SUDB Y VALLEYTRUSTEES, INC.

Byl

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Its___________

COMMONWEALTh OF MASSACHUSETrS

c_ FpL,V county, sa. • . krrk 20 ,

Then personally appeared the above-named it( V Vou anci acnow1eigeci theforegoing to be his free act and deed, before me.

.&Notary Public

CLI?

My Commission Expires:

1’ L.

ornA . SHtLI!R.(. f._.L• my comrnj e:tpifo: 3, 2tOO

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Boox1959o 382

APPROVAL BY SELECTMEN

We, the undersigned, being a majority of the Selectmen of the Town of Southborough,Massachusetts, hereby certify that at a meeting duly held on P7A/# 6f , 1995 the Selectmenvoted to approve the foregoing Conservation Restriction to SUDDURY VALLEY TRUSTEES, INC.pursuant to M.G.L. Cli. 184, 32.

. .

COMMONWEALTh OF MASSACHU$ETrS

Worcester Coun, ss.. , 1995

Then personally appeared the above-nam ‘4 L , and acknowledged theforegoing to be his or her free act and deed, bef re me.

. My Commission Expires: I%P I

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_:

S

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BaOIIG959pACE383

APPROVAL BY. SECRETARY Of ENVIRONMENTAL AFFAIRSCOMMONWEALTH OF MASSACHUSETrS

The undersigned, Secretary of the Executive Office of Environmental Affairs of the Commonwealth ofMassachusts, hereby certifies that the foregoing Conservation Restriction to SUDEURY VALLEYThUSThES, INC. has been approved in the public interest pursuant to M.G.L. Ch. 184, 32.

Date: • , 1995 -..

Secretary of Enii1ientaJ Affä1Ys

COMMONWEALTh OF MASSACHU$ETTS .

5LtO11( ;Dounty, . • 195

.

The person1y appeared the above-nam an acnow1g theforegoing to be her free act and deed, before me.

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7421 1)My Commission Expires: II,4%’

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•0’a:

TowN o SOUTHBOROUGH

OFFICE OF THE TOWN ADMINISTRATORTOWN HOUSE • 17 COMMON STREET • SOUTHBOROUGH, 01772-1662

(508) 485-0710 • FAX (50$) 4$0-0161

TO: Board of SelectmenFROM: Mark J. Purple, Town AdministratorDATE: April 28, 2017SUBJECT: IMA with Ashland for indirect water connection to MWRA

The Town of Southborough currently has an Intermunicipal Agreement (IMA) with the Townof Ashland for emergency connection to our municipal water system when their local watersource reaches emergency levels. The existing IMA ensures that Ashland pays for the cost ofthe water, as well as indirect costs such as electricity and associated O&M expenses related tothe additional pumping and transporting of the water. This IMA has been activated severaltimes during the past few years to address Ashland’s water shortages due to droughtconditions.

Ashland is now seeking to make a permanent, indirect connection to the MWRA through theSouthborough system. Ashland has sought, and received, permission from the MWRA to doso. The issue of a permanent connection requires a more extensive IMA document than the onethat currently exists. To that end, we have been working with our Ashland counterparts todraft an expanded IMA that meets those needs, and protects the Town’s water andinfrastructure in the process. The new IMA will provide improvements to Southborough’swater system, including pump upgrades at the Hosmer Pump Station, and altitude valve andpipe fittings at the Overlook water storage tank, and 1,550 linear feet of 12” water maininstallation from the Hosmer Pump Station. There will be a buried meter vault installed alongthe side of Oregon Road to record the water drawn by Ashland, to ensure accurate billing. Thewater being used by Ashland will not affect the water being allocated by MWRA forSouthborough, as it is being allocated separately. The one remaining issue to be drafted is areciprocal “exit” clause, should either Town wish to withdraw from the IMA at any point. Thisis being finalized between counsels.

I have asked DPW Superintendent Karen Galligan, and Town Counsel Aldo Cipriano to attendthe Board’s May 2’’ meeting to provide an update to the Board on the IMA discussions, andanswer any questions that you may have regarding the IMA. The Board will be asked toapprove the IMA in the coming months, once a final document has been agreed upon.

Please let me know if you have any questions. Thank you.

INTERMUNICIPAL WATER SUPPLY AGREEMENT

THIS AGREEMENT (‘the AGREEMENT”) is entered into as ofthis by and between the Town ofSouthborough through its Board of Selectmen (“Southborough” or “the Southborough Board”), and the Town ofAshland through its Board of Selectmen (“Ashland” or “the Ashland Board”) and referred to collectively as “theParties”.

RECITALS

I. General

A. The Parties deem it to be most economical and in furtherance of a public purpose to enter into anagreement whereby Ashland will supplement its water supply through an MWRA indirectconnection via Southborough water lines, in order to secure, treat and supply drinking water forAshland

B. The Parties intend to have this Agreement remain in full force and effect for twenty-five(25)years, unless sooner terminated or extended as herein provided;

C. Southborough intends to supply quantities of water to Ashland for the price and under the termsset forth herein.

D. The Parties intend that the municipal corporations entering into this agreement are the sole andexclusive beneficiaries of the Agreement.

II. Proposed Expansion of Public Water Supply System

A. Both Parties propose to construct additional pumps, and add equipment to current facilities inorder to provide supplemental water supply to the Towns of Ashland. The proposed “Proj ect”will primarily affect existing infrastructure. Existing water lines between Southborough andAshland are approximately 60 feet apart along Oregon Road in Ashland. The ‘Connection’ willbe a ten foot wide by fifteen foot long buried meter vault along the side of Oregon Road. Otherimprovements include a new transformer and pad, new gate valve and pipe fittings, and pumpimprovements at Southborough’s Hosmer pump station (‘Primary Project Site’); an altitudevalve and pipe fittings at Southborough’s Overlook water storage tank; and approximately 1,550linear feet of 12” water main installation from the Hosmer pump station. The details of this workis shown on the conceptual design plans.

B. Southborough proposes to deliver to Ashland a minimum of 0 and a maximum of 1.6 milliongallons per day (gpd) from the new connection;

III. Cost for the MWRA water connection

A. The estimated construction cost ofthe Project is $294—hmillion dollars-, per Exhibit 1,Opinion of Probable Construction Cost (75% Design Stage). as ofthe 75% design pIs.

B. The Town ofAshland will be responsible for all costs related to the Project.

IV. Operation Costs

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A. The Town of Southborough will charge for the water based on usage and based on the attachedfee schedule per gallon at the time ofusage. The fee schedule may be revised on an annualbasis based on actual costs as further defined, and shall be provided to the Town of Ashland noless than 90 days prior to any feechanges.

V. Legislative Authority

A. The Parties are authorized pursuant to M,GL c. 40, §4A, M.GL. c, 40, §38 to enter into theAgreement.

NOW, THEREFORE, in consideration of the mutual agreements and provisions set forth herein, andthe payments and obligations hereunder, and for other good and valuable consideration, the receipt andadequacy of which consideration is hereby acknowledged, the Parties hereby agree as follows:

Definitions

1 . 1 Southborough is the Town of Southborough, a municipal corporation of the Commonwealth ofMassachusetts, . The Town of Southborough acts through its Board of Selectmen , in their capacityas the chief executive officer of the Town. 1he signatories to this Agreement shall have no personalliability and are acting solelyinilicir capcj as membersoftheBoard of Selectmen.

1 .2 Ashland is the Town of Ashland, a municipal corporation of the Commonwealth of Massachusetts,.The Town of Ashland acts through its Board of Selectmen , in their capacity as the chief executiveofficer of the Town . The signatories to this Agreement shall have no personal liability and areacting solely in their capacity as members ofthe Board of Selectmen.

1 .3 Net Project Cost shall mean the total cost for all of the construction and capital obligations for theupgraded Plant and associated system upgrades, together with necessary related accessories,including but not limited to, planning, design, engineering, construction, cost estimating, permitting,demolition or the removal of any building or structures on the site, the furnishings and equipment,insurance during construction, legal and administrative costs, and site and easement acquisitions,together with costs and such other expenses as may be necessary or incidental to any construction,extension, acquisition or improvement of such facilities and the placing of such facilities inoperation, minus Grants received from United States Environmental Protection Agency (USEPA) orthe Massachusetts Department of Environmental Protection (MADEP) and/or any other findingagency. It is understood that if and when Ashland receives a federal or State grant it may not beentirely for water distributiom, and that only the funds that are properly attributable to waterdistribution shall be deducted from the Net Project Cost. Net Project Cots shall also include thecosts for construction design and necessary related accessories.

1 .4 Project shall mean the proposed infrastructure improvements related to the interconnection of theSouthborough and Ashland water systems. It includes upgrades to the Hosmer pump station,Overlook water tank, as well as the construction of a meter vault and associated piping at theSouthborough/ Ashland town line.

1 .5 Total Operations, Maintenance and Repair (“Total OM&R”)

1.5.1 Total OM&R shall mean activities required to assure the dependable and economicalfunctioning of the Proj ect and the fair allocation of costs to the Parties including without

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limitation the following:

1.5.1. 1 Maintenance: Preservation of functional integrity and efficiency ofpumps, facilities,pipes, conduits and equipment which make up the Project. This includes preventivemaintenance and corrective maintenance.

15.1.2 Replacement Equipment Costs: Machinery required to supply treated water, HosmerPump water usage, Bandon Hosmer Meter, and Meter Vault meter Costs are pro-ratashared between 2 parties (Ashland and Southborough). Ashland Pit Maintenance —

wherein MWRA bills are sent for thel2 months Prior is 100% paid for by Ashland.

1.5.1.3 Operation: Control and operation ofthe Project. This includes supervision, financial andpersonnel management, record keeping, safety and emergency planning, monitoring andsampling, measuring water flow, obtaining permits, performing inspections and audits,and administering this Agreement.

1.5.2 cpj: Fixing or replacing ofdeteriorated sections ofthe Project site. Repair does not includereplacement or expansion of the water system for the purpose of expanding capacity referredto as Plant Expansion under Section 1 6. Repair does not cover increase in the pump stationcapacities referred to as Future Capital Upgrade under Section 14.

Prior to undertaking replacement under the foregoing the Parties shall consult with each otherto ascertain the need for such replacement.

1.6 Grants -It is the policy and intention ofthe Parties to apply for, receive and utilize all appropriatefinancial and other aid which can be effectively used for the Project. To that end, the Parties willmake joint or separate applications (as appropriate and after discussion between the Parties) as thecircumstances and requirements of the grantor or grantors may require, and will provide and pledgeto each faithful cooperation. Any aid received that is attributable to the Project will be administeredand employed in accordance with the terms thereof. To the extent that it becomes available, aidshall be utilized to defray, reduce or reimburse costs of the joint undertaking pursuant to theAgreement.

1.6. 1 Both Parties agree to inform and consult with each other sufficiently in advance ofthe filingdate of all grant applications in order for the Parties to review and discuss such applications.The Parties further agree to inform and consult with each other concerning all grant approvalsreceived. The determination ofthe attribution of a portion of a grant to New Plant shall be byagreement of the Parties. It is understood that the New Plant is eligible for funding under theMassachusetts State Revolving Fund (SRF) loan program. The Net Costs ofthe New Plantshall reflect that such loan program provides no or low interest loans. However, non-eligiblecosts may require conventional borrowing for which the cost of borrowing will be apportionedaccording to section III.B herein.

2 Basic Obligations ofthe Parties

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2. 1 Construction

2. 1 . 1 Ashland shall construct the Connection Project site in accordance with the plans andspecifications entitled “75% Design for the Ashland and Southborough Interconnection”prepared by PARE Corporation and dated February 2017. The Project shall be designed andequipped to meet all requirements of Federal and State law and to qualify for financialassistance from USEPA and MADEP.

2.1.2 Ashland shall provide Southborough and MWRA with monthly reports concerning theprogress of the construction and any changes the cost estimate for the completion thereof If atany time the cost estimate for the completion of the construction as provided by Ashland’sconsulting engineer exceeds the original estimate contained in Section III, A’?? hereofby morethan five (5) percent, Ashland shall meet with Southborough and NDNRA to review theconstruction progress to insure that both parties agree with the methods of construction anddecisions made in order that the final cost be maintained to a minimum.

2.2 Permits

2.2. 1 Ashland shall notify MAI)EP ofthe proposed construction ofthe Project, satisfy requirementsunder the Massachusetts Environmental Policy Act (“‘WPA”) as well as any other statutes,acts, rules and regulations relative thereto, and obtain all required MADEP, MassachusettsI)epartment of Environmental Management (“MADEM”) and local permits and/or approvalsfor such construction.

2.3 Supply

2.3.1 Southborough agree to furnish and Ashland agrees to purchase MWRA’s supply ofwater inaccordance with the terms of the Agreement.

2.4 Method of Supply

2.4. 1 The means and methods of supplying water shall be as determined and approved by theSouthborough Board and the Ashland Board.

2.5 Assignment of Capacity

2.5. 1 Southborough shall allocate 1 .6 Million gpd maximum capacity for use by Ashland after thecompletion of the Proj ect.

2.6 Transport

2.6.1 Southborough shall provide water to Ashland at a point at the Ashland/Southborough townline adjacent to the Connection (referred to hereafter as the “Turnover Point”). Ashland shallbe solely responsible for water from the Turnover Point and throughout its own distributionsystem including all measurement, testing, pumping, and the addition of chemicals, includingthe cost ofsuch chemicals. Ashland shall also be solely responsible for the OM&R costs ofthe equipment necessary to measure and pump the water into its distribution system and forthe addition of chemicals, including the cost of said chemicals, it may uniquely add to itswater based on tests.

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2.7 Compliance with Regulations by Southborough

2.7. 1 Southborough shall comply with all applicable laws and regulations, permits, and orders ordecrees of USEPA and MADEP or other government authorities having j urisdiction over theproduction, treatment and transmission of water.

2.8 OM&R

2.8. 1 Southborough shall perform all ofthe work necessary and appropriate foriotal OM&R of theProject in the town of Southborough.

2.9 Minimum Purchase

2.9. 1 There is no minimum purchase requirement for Ashland.

2. 10 Compliance with Regulations by Ashland

Ashland shall operate its respective local system in accordance with all applicable laws, regulations,permits, and orders and decrees of USEPA and MADEP or other governmental authorities havingjurisdiction over the treatment and transport of water.

2. 11 Monitoring and Sampling

Pursuant to 310 CMR 22.05 through 310 CMR 22.09, Southborough shall perform all requiredwater testing, monitoring and sampling from the water supply facilities to the “Turnover Point” forall potential contaminants including, without limitation, total coliform, inorganic chemicals,sodium, trihalomethane, synthetic organic chemicals, volatile organic compounds, organic andinorganic chemicals, and maximum turbidity.

2.12 Construction ofUpgrades and Expansion

Southborough shall construct all upgrades and expansions ofthe Project sites located inSouthborough following those terms pertaining to the construction ofthe Project as may bereasonably applicable to such future construction.

2.13 Amendments. Laws and Regulations Adopted Subsequent to Date of Agreement

All provisions within this Agreement that reference any laws or regulations shall include anyamendments thereto and any other applicable laws or regulations that may be passed or adoptedfrom time to time.

3 Construction

3.1 Construction Schedule

Subject to approval by Ashland Town Meeting, Enironmental Impact report (EIR) submissionand approvals and various state agency regulatory permit approvals, construction is estimated tobe completed by Fall of 2018.

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4 OM&R Capital Contribution, and Connection fees or Rates

4. 1 Connection fees

4. 1 . 1 Ashland shall pay for all fees related to the use of additional MWRA water.

4.2 Construction Costs

4.2. 1. Ashland shall pay for all costs related to system upgrades for the Project as called out inthe Project’s design plans.

4.3 Annual OM&R Charges Paid by Ashland

4.3. 1. Ashland shall pay part ofthe Total OM&R in the proportion that Ashland’s actualwater flow, as determined from records at the respective metering stations described inSection 8.0, bears to the total of all flows delivered through and from the Project(referred to as “Ashland’s OM&R Cost”). The remainder of the Total OM&R Cost shallbe referred to as “Southborough’s OM&R Cost.”

4.3.2. If increased flows from the Project require (a) greater monitoring or samplingpursuant to 310 CMR 22.05 through 3 10 CMR 22.09 or (b) additional or more highlytrained operators for the Project pursuant to 310 CMR 22. 1 13, the costs thereof shall beincluded in the Total OM&R Cost.

4. 3 . 3 . If increases in the population served by the Proj ect trigger new requirements under 310CMR 22.00 or any applicable federal regulation, the additional costs of compliance with theserequirements shall be included in the Total OM&R Cost.

4.4 Ashland’s Rate for OM&R

4.4. 1 Ashland shall include in its rates billed to local residents and businesses amounts sufficient tocover Ashland’s OM&R cost.

4.5 Southborough’s Rate for OM&R

4.5. 1 Southborough shall include in its rates billed to local residents and businesses amountssufficient to cover Southborough’s OM&R cost.

5 Leak Correction

5. 1 Leak Identification

5. 1 . 1 Southborough and Ashland shall each maintain and fund a continuous leak identificationprogram for the portion ofthe system within the respective towns on an annual basis inaccordance with applicable DEP regulations and guidelines and approved by MADEP prior tothe initiation of work.

11/16/15 Page 6 of 20

6 Water Use Regulations

6. 1 . 1 Town of Ashland shall meet or exceed MWRA water conservation measures during thetimes of water withdrawals from Southborough.

7 Permitting and Other Regulations

7.1 Permitting

7. 1.1 Ashland shall provide Southborough with all information required for all federal, state, andother required permitting.

7.2 Distribution

7. 1 .2 Southborough and Ashland shall each maintain all service connections in their respectivetowns so that the service connections have a minimum residual water pressure at street levelof at least 20 pounds per square inch under all design conditions of flow as required under 310CMR 22.19.

8 Flow Measurement

8. 1 Responsibilities

8. 1 . 1 Southborough shall operate and maintain at the Southborough treatment plant devices formeasuring in water flowing to Ashland.

8. 1 .2 Southborough shall ensure that all measuring devices are calibrated annually

8.1.3 Southborough and Ashland will regularly inspect the meters measuring the supply of waterfurnished and Southborough will repair or replace any meter or part of a meter which hasregistered a larger total volume than prescribed by standard American Water WorksAssociation (AWWA) practice or which has been in service than established AWWA practiceor which is known or suspected to be registering incorrectly, The cost of maintaining andrepairing all water meters shall be deemed part of the Total OM&R Cost to be shared byParties under the terms ofthe Agreement.

8. 1 .4 Ashland shall have the right to test any of such meters or measuring devices at any and allreasonable times upon reasonable notice to Southborough. If such meters or measuringdevices are found to be providing inaccurate data, they shall be immediately repaired orreplaced.

8. 1 .5 If either party believes that a water meter has registered incorrectly, the Southborough Boardof Selectmen in the case of Southborough distribution system or the Ashland Board ofSelectmen in the case of Ashland’s water distribution system shall prepare an estimate of theamount of water furnished through the faulty meter. The estimate shall be based upon theaverage ofthree (3) preceding readings ofthe meter, exclusive ofincorrect readings. If lessthan three (3) correct readings are available, fewer readings, including some obtained after theperiod of incorrect registration, may be used. The Parties shall forthwith adjust the chargeswhich have been made to Ashland for OM&R cost to accurately reflect the appropriatecharge.

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11/16/15 Page 7 of 20

8. 1 .6 Southborough shall provide quarterly and annual water flow summaries to Ashland. Suchsummaries shall contain the amount of all water delivered from the Hosmer Pump Station toAshland and Southborough in such manner as the parties agree and deem appropriate.

9 Payments, Record Keeping, Billings and Payments of OM&R, Connection, and Membership fees

9. 1 Reports/Records/Rate Schedules

9.1.1 Southborough shall be responsible for delivering water to Ashland and for implementation ofthe terms of this Agreement unless Southborough notifies Ashland of appointment of asuccessor. In such case, Southborough shall continue to be responsible to fulfill all of theterms and conditions of this Agreement. Each party shall, at the request of the other, promptlyprovide any records, reports, documents or information reasonably related to the rights andobligations of the Parties under the Agreement and to the performance of the terms of theAgreement. Southborough shall notify Ashland in writing, and keep Ashland informed, of thename and title of its official or officials responsible for water supply in Ashland and forimplementation of the terms of the Agreement. Southborough shall also provide Ashland withthe telephone numbers which can be used at any time to reach personnel ofthe liosmer pumpstation in the event of a condition requiring immediate attention.

9.2 Record Keeping . , . . . . . .

9.2. 1 Southborough shall maintain records for documenting the Total OM&R Cost s-se- . . . . ..

forth in in a manner consistent with that shown in Exhibit 2; and Southborough shall makeavailable for viewing and copying such records to Ashland upon reasonable notice.

9.2.2 Southborough shall maintain all records regarding the operation and structural aspectsofthe water supply system as required pursuant to 310 CMR 22.17.

9.2.3 Upon reasonable notice, Southborough shall make available to Ashland for viewing andcopying all records kept pursuant to 3 10 CMR 22. 1 7. To the extent Ashland has informationregarding water supply from Southborough that is required to be kept by Southborough andupon written request from Southborough to Ashland, Ashland shall provide to Southboroughall such records or information.

9.2.4 All records maintained by Southborough hereunder shall be prepared and maintained inaccordance with sound and appropriate business practices which shall be subject to reasonablereview by Ashland.

9.3 Financial Statements

9.3. 1 All financial statements, records, bills, statements, and reports of any type relating to thisAgreement shall be prepared and maintained in accordance with generally acceptedaccounting practices (GAAP) and procedures consistently applied for the operation ofmunicipal water systems. Ashland shall have the right to review and examine such accountingsystems and records by agents and representatives of its choice. Ashland shall have the rightto request review of any financial information and statements based upon its review andexamination thereof.

9.4 Inspections11/16/15 Page 8 of 20

9.4. 1 Ashland has the right to inspect and test any equipment which Southborough is required toinstall and/or maintain under this Agreement such as, but not limited to, the Master Meter andback flow device located at the Hosmer Pump Station. Inspection does not includeSouthborough’s Water Distribution System. Southborough shall repair and replace any suchequipment that the Ashland Board fmds is not to be operating properly.

9.5 Audits by Ashland

9.5. 1 Ashland at its sole expense may have the records and statements referenced in Sections 9.2.and 9. 3 audited by an independent Certified Public Accounting firm of recognized cumulativediscrepancies determined by the auditor employed by Ashland measured over a two (2) year

. period exceed five percent (5%) ofthe Total OM&R Cost, Southborough shall pay for thereasonable cost of the audit and, in any event, shall reimburse Ashland any amount overpaidby it to Southborough.

9.6 Payment Schedules

9.6. 1 The schedule for payment by Ashland to Southborough shall be quarterly.

9.7 Payment Obligations

9.7. 1 Ashland shall make payment ofall charges described in the Agreement within sixty (60) daysofreceipt ofthe invoice relating to such charges. IfAshland fails to make payment withinsixty (60) days, Ashland will pay interest at the rate of 1 .5% per month on all overdueamounts. If Ashland detects any error or inaccuracy in any invoice received by it, it shallpromptly notify Southborough in writing ofthe same. Any sum affected by such notice shallbe paid by Ashland pending resolution of such discrepancy. If Southborough finds that anerror or inaccuracy did occur, Southborough shall promptly rebate the amount overcharged. Inthe case of a dispute over a payment, interest shall not accrue following notice by Ashland ofthe disputed payment.

10 Capacity Limits

10.1 Plant Output

10. 1. 1 Southborough’s obligation to supply water is dependent upon the Pump Station outputsufficient to meet the needs ofboth communities Ifthere is a deficiency in the Pump Stationoutput such that these levels cannot be maintained, then the deficiency shall be borne by bothcommunities in the same proportion as the obligated capacities established under thisAgreement.

10.2 Notification

10.2. 1 Southborough has no responsibility to notify Ashland customers of any decision to ration orcurtail service under the provisions of the Agreement. If Southborough decides to ration orcurtail service it will only notify the Department ofPublic works, Water department , and notAshland customers. Such notice shall be given to the I)epartment of Public works, Water

11/16/15 Page 9 of2O

department as soon as practicable after the decision is made to ration or curtail service. IfSouthborough determines to ration or curtail service as above provided, it shall concurrentlyration or curtail service to its own customers in the same manner and to the same extent.Ashland notifies Southborough Water department about when the water withdrawal will start.This is also monitored using the SCADA system installed at the connection vault. Ashlandshall be responsible for notifying Ashland customers of any change in flow that will impactAshland customers.—

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connection with Southborough is turned off or terminated.

10.3 Curtailment

10.3. 1 Southborough shall only ration or curtail service in the event the Ilosmer pump station outputis not at the level anticipated hereunder, or as a result of the order of a public authority oragency havingjurisdiction over the Pump Station, or as the result of an emergency condition,at the Pump Station, a specific result of which rationing or curtailment of service is required.Southborough shall take such measures as are necessary or appropriate to restore full waterservice as promptly as possible.

11 Funding and Appropriation

Ashland and Southborough both agree to appropriate annually sufficient money to pay for its obligationsunder this Agreement for both the OM&R costs ofthe Project and their proportionate share of capital. Prior tothe first of February preceding the beginning of each Fiscal Year hereunder, Southborough shall prepare anddeliver to Ashland a copy of an estimated operating budget for OM&R costs. The operating budgets as well asthe previous year’s water consumption shall be used in the forecasting of Southborough’s and Ashland’santicipated costs in any given fiscal year. Prior to the close of each fiscal year, Southborough and Ashland shallencumber sufficient funds or if sufficient funds are not available, shall appropriate at the next town meetingsuch funds in order to properly credit either Southborough and/or Ashland with its prorata share of the OM&Rcosts. It is understood that Southborough may prepare consolidated budgets and forecasts, and it is agreed thatthey will be in such form as to permit complete and concise identification ofthose portions ofthe total budgetand forecast that relate to the Project, and sufficient for Ashland to encumber those funds as are properly relatedthereto.

12 Rates and Billing

Since OM&R Costs have not previously been determined, the rate initially established for water shall-be the cost to produce and deliver pçgyypqgg to the Turnover Point into Ashland. Attached hereto andincorporated herein as part of Exhibit 2 is a spreadsheet setting forth the direct and indirect OM&R costs of theProject. It should be noted that certain line items in Exhibit D are actual, specified amounts while other portionsthereof are variable amounts. The actual, specified amounts relate to: (i) operations, administrative, and supportpersonnel, and (ii) other listed items; and Ashland’s share thereof shall be the percentage ofthe line items setforth on the schedule. The variable amounts relate to certain water plant direct costs dependent upon acmalflow, as set forth in Exhibit .‘JohnKarenP1ease see ifwecanusethe same lapg,Iagç here as section 15.

Ibitshowsamp1eexampesofcpst Ca1culations? From our discussionatthe last meetjg,.QI

11/16/15 Page lOof2O

‘

13 Limited Rights

Ashland’s right to buy and use Southborough’s treated water under this Agreement does not include orvest any to continue to buy or use Southborough’s water subsequent to the termination of this Agreement. Upontermination of this Agreement, by expiration of the term without subsequent extension, or after adjudication andexpiration of all appeal periods of a dispute, Ashland and its customers shall have no right under this Agreementto purchase or use water from Southborough; however, nothing herein shall be deemed to foreclose Ashlandfrom having and exercising such water rights as derive from other agreements between the parties and underacts ofthe Legislature.

14 Future Capital Upgrades

14.1 Pump Station

14. 1 . 1 for future pump station upgrades and for construction of additional processes which increasethe level of treatment (but not for increases in the hydraulic capacity which are covered inSection 16.0, which are required by federal or state regulations or statutes, Ashland shall payits pro rata share based upon its maximum allocated capacity compared to the total capacity ofthe pump station.

14.1.2 Any upgrades or additional processes which either Party shall request to be installed andwhich are not required by federal or state regulations or statutes shall be paid solely by theParty requesting the same, unless the Parties otherwise agree.

14. 1.3 In the event of any proposed future pump station upgrades or additional processes bySouthborough, the Parties agree to confer with each other concerning such proposedmodification at the earliest possible time and to provide each other with all information anddocumentation pertaining thereto with the intent that all such Pump station modifications shallbe by and with the agreement ofthe Parties.

15 OM&R Costs

15.1 Apportionment

15. 1.1 The formula for apportionment of OM&R costs shall be set out in Exhibit 2 of thisAgreement.

16 Pump Station Expansion

16. 1 Maximum Allocated Capacity

16. 1.1 Southborough has no obligation to increase it’s Maximum Allocated Capacity.

16.1.2 In the event Ashland exceeds 80% ofits Maximum Allocated Capacity for average dailyflows over any three month period, Southborough may expand the Pump Station and/or theVault Connection site (whichever applies). In such event, Ashland shall pay part ofcost ofsuch expansion proportional to its share of the increase maximum capacity.

1 6. 1 . 3 In the event either Party requires an increase in capacity or if an increase is required by stateor federal laws and/or regulations, the cost of such expansion shall be prorated based on the

11/16/15 Page 11 of 20

amount ofadditional capacity each Party is to receive.

17 Renegotiation and Settlement of Disputes

It is contemplated that from time-to-time the Parties may desire to renegotiate certain terms of theAgreement in order, among other things, to connect to the Southborough system at new locations,alter or relocate one of their existing connections, change the water use regulations, change the usercharge formula, or increase capacity over that set forth in the Agreement. The Parties intend thatsuch renegotiations occur only if there has been a change of circumstances (including, withoutlimitation, a change in federal or state law, regulations or other requirements, existence of a healthemergency, or construction of new housing or commercial development) such that the requestedchange is appropriate or required, and each of the Parties agrees not to request renegotiation of thisAgreement unless there has been such a change of circumstances.

It is further contemplated that from time-to-time either or both of the Parties may desire to settledisputes arising from alleged breaches ofthe terms ofthe Agreement, or from a failure to arrive at amutually agreed interpretation of any of the terms or conditions of this Agreement, or from a failureto arrive at a mutually agreed course of conduct for implementation of any of the provisions of thisAgreement, or from the failure to provide or prepare any records, reports or other documentationreferred to herein, on in the event the content of any such records, reports or other documentationrequired hereunder are not satisfactory to either of the Parties hereto, or in the event of any disputebetween the Parties relating to any ofthe terms, conditions or provisions ofthis Agreement

In each of such instances, the party requesting an amendment or supplement to the Agreement ordesiring to settle any dispute arising from an alleged breach of the terms of the Agreement or from afailure of agreement as to the interpretation of a term of the Agreement or the contents or means ofpreparation of any records, reports or statements required hereunder shall notify writing the otherParty of such request or desire and identify the terms which such Party is to the reason for therequested change, and the specific change requested or which such Party is seeking to settle, and theParties shall (a) meet within (30) days of such request to commence negotiations in response to therequest, (b) exchange within twenty (20) days of such initial meeting all necessary information anddocuments (c) make all reasonable efforts to reach agreement. The Parties in such negotiations shallat all times act in the utmost of good faith and shall adhere to the applicable governmental laws andregulations and the general framework and principles set forth in the Agreement

1

8 Resolution of Disputes:

18.1 Exclusive Remedy

1 8. 1 . 1 The exclusive remedy for request for renegotiation not resolved pursuant to Sections i , .v

shall be binding arbitration in accordance wan i.ciuii iou. io rart’ commencearbitration proceedings uciore complying witn me provisions of Section i ; . 0 hereofdisoutesarising out of any aspect or interpretation ofthis Agreement shall be through theCommonwealth of Massachusetts judicial system. Prior to filing any such matter foradjudication in the court. the Parties agree that each shall participate in mediation. Saidmediation shall be conducted under the auspices of a person jointly selected by the partieswho is qualified by professional tramming and experience in the field ofpublic worksengineering. If a dispute arises out of a request to renegotiate any term of this Agreement, the

7’7 (\

Parties agree to engage a qualified mediator to assist them in resolving the dispute. —

11/16/15 Page 12 of 20

19 Default

The Parties shall at all times comply with the terms of the Agreement. Any Party in default and/orin breach ofthe Agreement, as determined under Sections 17.0, shall reimburse and repay to thenon-breaching and/or non-defaulting Party for application to its appropriate fund all reasonableexpenses and other sums incurred by the non breaching Party and/or non-defaulting Party as a resultof such default and/or breach after reasonable notice thereof has been given to the breaching ordefaulting Party.

Neither Party hereunder shall, however, be obligated for any consequential, special or incidentaldamages. Default shall not be deemed to have occurred hereunder until the notice referred to insection 17.0 has been given and the alleged defaulting Party has not remedied such alleged defaultor undertaken the cure of such alleged default in good faith within such fourteen (14) day periodand proceeded with such cure in good faith to completion.

20 Term and Renewal of Agreement

20.1 Term

20. 1 . 1 The term of the Agreement is twenty-five (25) years from the effective date hereof, pursuantto the authority ofM.G.L. c.40 §4A as amended.

20.2 21.2. Government Intervention:

20.2. 1 If an administrative agency, board, Commission or division state or federal government or anycourt impairs, alters, restricts or limits, directly or indirectly to a material extentSouthborough’s rights, powers or authority to obtain, sell, contract for, or distribute water asdescribed in this Agreement, or directly or indirectly materially increases the costs of doingso, Southborough in its sole discretion may request institution ofthe procedure forrenegotiation and resolution ofdisputes set forth in section 17.0 hereofin order that thisagreement be revised or amended to most fully effectuate the intention and purposes of theParties,

20.3 Public Safety

20.3. 1 Either party has the right to suspend its obligations under this Agreement by sixty (60) dayswritten notice to the other in order to protect the public health and safety of its inhabitantspursuant to a written declaration of a health or safety emergency by either Party’s Board ofHealth. Both Parties shall forthwith thereafterjointly address any issues raised by the Board(s)of Health so as to promptly remedy same and effectuate the intention and purposes of theParties hereunder,

20.4 Renewal

20.4. 1 Commencing on or before four (4) years from the end ofthe term ofthe Agreement, theParties shall meet to negotiate a renewal of the Agreement. The Parties shall continuenegotiations in the utmost of good faith with the objective of reaching agreement and entering

11/16/15 Page 13 of 20

into an amendment to the Agreement or a new agreement. If the parties do not accomplish theforegoing on or before one (1) year prior to the end ofthe term ofthe Agreement, the partiesagree to utilize the following procedure:

20.4.1. 1 Ifthe Parties do not reach agreement on or before eight (8) months prior to the end ofthe term of the Agreement, the Parties agree to submit the matter of renewal to DEP (orany government authority that has succeeded to the powers of the DEP) and DEP (orsuch government authority) shall issue orders relating to all terms of renewal and suchorders shall be enforceable under applicable laws and regulations, If at the end of theterm of the Agreement the Parties have neither reached agreement (to enter into anamendment to the Agreement or a new agreement) nor received such orders from theDEP (or such government authority), the terms of the Agreement shall remain in fullforce and effect until such time as the agreement is reached or the enforceable ordersissued.

21 Rights and Duties

21. 1 Indemnity by Southborough

21. 1.1 Southborough shall defend, indemnity, and hold harmless Ashland, including Ashland’s Boardof Selectmen its agents, servants, employees, and/or elected officials from and against allliability, damage, loss, costs, claim, demands, and actions of any nature whatsoever for anypersonal injury, death, or physical damage which arises out of or are connected with, or areclaimed to arise out of or be connected with, Southborough’s violation of its water useregulations or DEP regulations.

21.2 Indemnity by Ashland

21.2.1 Ashland shall defend, indemnify, and hold harmless Southborough, including Southborough’sBoard of Selectmen, its agents, servants, employees, and/or elected officials from and againstall liability, damage, loss, costs, claim, demands, and actions of any nature whatsoever for anypersonal injury, death, or physical damage which arises out of or are connected with, or areclaimed to arise out of or be connected with, Ashland’s violation of its water use regulations orI)EP regulations.

22 General Provisions

22. 1 Successors Bound

22. 1.1 The Agreement shall inure to the benefit of and shall he binding upon the parties and theirsuccessors and assigns.

22.2 force Majeure

22.2. 1 In the event of floods or other natural disasters that cause water flows in the system to exceedcapacity limits set forth in this Agreement, and/or that result in an unsafe condition, and/orthat cause, or threaten to cause, harm to the public health, the time periods for holdingmeetings and making decisions under the Agreement shall no longer apply and the Partiesshall cooperate ftilly in all reasonable ways to resolve such capacity, safety, and public health

11/16/15 Page 14of20

concerns in accordance with the broad obj ectives of the Agreement and applicable laws andregulations.

22.3 Emergencies

22.3.1 Each party shall immediately notify the other of any emergency condition in either Party’ssystem of which it learns which may affect the quality or quantity of water supplied toAshland by Southborough or quality or quantity of Southborough’s treated and or raw water.

22.4 23.4. Control of Operations

22.4. 1 The Pump Station shall be under the management and control of Southborough. Southboroughshall have the option to privatize or operate through a separate governmental authority all orsome of the Plant operations or upgrades but shall retain oversight management and control ofthe Pump Station and shall remain primarily obligated under and responsible for the terms ofthe Agreement. The Pump Station operations shall be under the direction of a personpossessing all licenses and experience necessary in order to operate or upgrade the PumpStation irrespective of the appointment of any successor in interest to Southborough.

22.5 Covenant of Good Faith and Fair Deajjng::

22.5. 1 Each Party shall use its best efforts and take and employ all necessary actions to ensure that therights secured by the other Party through this Agreement can be enjoyed and neither party shalltake any action that will deprive the other Party of the enjoyment of the rights secured throughthis Agreement.

22.6 Employees

22.6. 1 Southborough employees, servants, and agents shall not be deemed to be Ashland’semployees, and Ashland’s employees, servants and agents shall not be deemed to beSouthborough’s employees for any including, but not limited to, either Workers’Compensation or unemployment purposes.

22.7 Attorney’s Fees

22. 7. 1 In the event any litigation or mediation between the Parties regarding an alleged breach of thisAgreement, neither Party shall be entitled to any award of attorneys’ fees as such fees shall bethe sole responsibility of each respective party.

22.8 Governed by Massachusetts Law

22. 8. 1 The Agreement shall be governed by, and construed in accordance with, the laws of theCommonwealth of Massachusetts.

22.9 No Reliance by Third Parties

22.9. 1 Nothing contained in the Agreement shall create a contractual relationship with, or a cause ofaction in favor of, a third party against any or all of the Parties.

22. 10 Service of Notice11/16/15 Page 15 of 20

22. 10. 1A11 notices or Communications permitted or required by the Agreement must be in writing andshall:

As to Southborough, be delivered or mailed by certified mail, return receiptrequested, to the

Board of Selectmen

Town of Southborough

7 Common Street

Southborough, MA-01772.

As to Ashland, be delivered or mailed by certified mail, return receipt requested, to the

Board of Selectmen

Town of Ashland

101 Main Street

Ashland, MA, 01721

or for any Party such other person or address delivered in writing to the other Party.

22. 1 1 Entire Agreement

22. 1 1 . iThe Agreement and the exhibits hereto represent the entire agreement among the Partiespertaining to the subjects covered therein and expressly supersede all prior negotiations,representations and formal or informal agreements leading up to the final approval andexecution of the Agreement respecting such subj ects.

22. 12 Amendments in Writing

22. 12. iThe Agreement may be amended only by written instrument signed by all the Parties,

22. 13 Effect of Invalidity of One Part ofthe Agreement

22. 13. iThe invalidity or unenforceability of any one or more phrases, sentences, clauses or sectionsherein contained by a Court of competent jurisdiction shall not affect the validity orenforceability of the remaining portions the Agreement.

22. 14 Exhibits.

22. 14. lAll exhibits attached hereto are incorporated by reference into the Agreement.

11/16/15 Page 16of20

22. 15 Effective Date

22. 15. iThe effective date ofthe Agreement shall be - , 2012

22.1623.16. Original Agreements

22. 16. iThis Agreement may be executed in any number ofcounterpart copies, all ofwhich constituteone and the same agreement and each shall constitute an original.

11/16/15 Page 17 of 20

TN WITNESS WHEREOF, each party has executed the Agreement as aninstrument under seal as of the date first written above.

Authorized by Vote of the Authorized Vote of the

TOWN OF ASHLANDBy its Board of Selectmen

TOWN OF SOUTHBOROUGHBy its Board of Selectmen

Chairperson

ASSENTED TO

MASSAChUSETTS DEPARTMENT OFENVIRONMENTAL PROTECTION

Ashland Town Counsel

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Approved as to form:

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Approved as to form:

Southborough Town Counsel

11/16/15 Page 18 of2O

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EXfIIBIT A GLOSSARY S •

S . • .

1 EPA -U. S . Environmental Protection Agency

2 DEP -Massachusetts Department of Environmental Protection

3 OM&R -Operation, Maintenance, and Repair

4 GPD -Gallons Per Day

5 MGD -Million gallons per day

11/16/15 Page 19of20

LIST OF EXHIBITS

A. Glossary

B. Description ofthe Pump Station

C. Map of the Areas in Town of Ashland and Southborough to receive water from the Pump Station.

D. Ashland OM&R Enterprise Budget

E. Southborough’s and Ashland’s Water Use Regulations

F. Southborough’s Record Keeping

0. Southborough’s Cost Accounting Records and Annual Financial Statement.

11/16/15 Page 20 of 20

Sincerely,

RECEWEDTOVrF

71111 APR q .

p 3:

S6UTKBOROUGH, MA

‘

April 19, 2017

Dear Selectmen and Mr. Hegarty,

Please accept my official resignation from the Historical Commission prior to my end of

term. I am unable to meet further commitments due to time and family constraints.

Amanda Martinot

.

t .

RCEJED. ApriI4,2017 TOf: F:: CFFICE

Mr. James Hegarty p

TownClerk SO1JIHBOROUGKHASouthborough Town Hall .

I 7 Common StreetSouthborough, MA 0 1 772 ,

Re: Janelle V. Rooney’s Resignation from the Stewardship Committee

Mr. Hegarty,

How are you? I am submitting my resignation to the SouthboroughStewardship Committee as oftoday. Having witiiessed what has beenhappening in our town lately, I cannot in good conscience tell people that Iam a member of any town committee.

Thank. you.

Sincerely, S’

Janelle RooneV

Cc: Ms. Joyce Greenleaf

/

SOUTH BOROUGHLIBRARY

DATE: April 24, 2017

TO: The Honorable Board of Selectmen, Town of $outhborough

FROM: Ryan Donovan, Library Director

SUBJ: Donation to the Library

To: The Board of Selectmen:

The Southborough Library has received a donation from C.W. MARS, Inc. in the amount of

$500.00. This was due to a recent increase in the Small Libraries in Networks (SLIN) grant

authorized by the Massachusetts Board of Library Commissioners.

At this time, the Library Board of Trustees and I wish to accept this donation, to be placed

in the “Library Donation” supplemental account. We ask that you agree. Please contact

library director Ryan Donovan with any questions or concerns. Thank you.

Ryan Donovan, Library Director

508-485-5031 25 Main Street Southborough, Massachusetts 01772

DISCLOSURE BY NON-ELECTED MUNICIPAL EMPLOYEE OF FINANCIAL INTERESTAND DETERMINATION BY APPOINTING AUTHORITY

AS REQUIRED BY G. L. c. 268A, § 19

MUNICIPAL EMPLOYEE INFORMATION

Name: Debbie DeMuria, PharmD

TftIe or Position: Zoning Board ofAppeals (Alternate member)

Municipal Agency: Town of Southborough

Agency Address: 17 Common Street

Southborough, MA 01772

Office Phone: Zoning Board ofAppeals: 508-485-0717 (ext. 3018)

Office E-mail: Administrative Assistant ZBNBuilding; Kfinelli @southboroughma.com

My duties require me to participate in a particular matter, and I may not participate because of afinancial interest that I am disclosing here. I request a determination from my appointing authorityabout how I should proceed.

PARTICULAR MATTERParticular matter Please describe the particular matter.

E.g., a judicial or other Request the Appointing Authority (Board of Selectmen) to make a decision about whetherproceeding, application, . . . . . .

submission, request or not any conflict permits me from participating in an upcoming Park Central appeal orfor a ruling or otherdetermination, contract, any future matter regarding Park Central.claim, controversy,charge, accusation,arrest, decision, There are presently 2 matters before the ZBA scheduled for May 17th Park Centraldetermination, or finding.

appeal of the Planning Boards rejection of the Site Plan and an appeal of the Building

Inspectors’ refusal to issue any decision on the matter. Additionally there may be future

matters coming before the ZBA related to this project.

Your required Please describe the task you are required to perform with respect to the particular matter.participation in theparticular matter: I was asked by the ZBA Chairman, Andrew Dennington to serve on matters related to

E.g., approval, Park Central as current ZBA member, Leo Bartolini has been asked by the Board ofdisapproval, decision,recommendation, Selectman to recuse himself from all future Park Central matters before the ZBA.rendering advice,investigation, other.

I called the State Ethic’s Attorney of the Day to discuss conflict of interest law, G.L.c 268A.

After giving the facts, I declared that I feel I can serve impartially on any Park Central

matter for the following reasons:

I . I have no financial conflict, or perceived financial conflict

2. I am not an abutter, or an abutter to an abutter

3. I have no presumption of suffering any injury different in kind or magnitude

After further discussion with the Attorney of the Day, I indicated that I have received a

threatening letter from Attorney Angelo Catanzaro on behalf of Park Central LLC asking

me to “disqualify myself from future hearings or deliberations regarding any aspect of the

Park Central matter that may come before the Board” (see letter dated December 14th

2016).

The letter pointed out, among other things that my residence on Flagg Road is proximate

to Park Central and that I could be “motivated” by the perception that the project could

adversely affect the value of my home due to the anticipated increase in traffic that could

be directed down my road.

FINANCIAL INTEREST IN THE PARTICULAR MATTERWrite an X by allthat apply. Z I have a financial nterest in the matter.

My immediate family member has a financial interest in the matter.

My business partner has a financial interest in the matter.

I am an officer, director, trustee, partner or employee of a business organization, and thebusiness organization has a financial interest in the matter.

I am negotiating or have made an arrangement concerning future employment with a personor organization, and the person or organization has a financial interest in the matter.

Financial interest Please explain the financial interest and include a dollar amount if you know it.in the matter

I anticipate no financial conflict or interest due to potential increased traffic on my road for

the following reasons:

I . On September 12, 201 6 the Board of Selectman sponsored a “Flagg Road

Forum” to discuss the results of a safety study that had been conducted on our

road. The Board listened to residents’ concerns not only about current safety

issues on Flagg Road but any anticipated future concerns due to a potential

increase in traffic.

2. On October 4, 201 6 the Board of Selectman voted to disallow traffic from a future

development down Flagg Road until traffic and safety issues are addressed.

Further, the Board voted to work with the proponent of the project (Park Central

LLC) to address project egress issues with MassDOT.

3. On October 18, 2016 at a Special Town Meeting, the residents of Southborough

voted in a nonbinding warrant article to close Flagg Road at the Route 9 end from

any future traffic that may be directed down the road from Park Central or any

future development.

4. Park Centra”s traffic engineer has repeatedly argued that any increase in traffic

will be minimal, or could be mitigated by traffic calming measures to address

safety concerns, making any perceived financial impact to my property negligible.

Accordingly, any financial conflict that I might have or that is perceived will be resolved in

good faith by actions taken to date by the Board of Selectmen.

Thus, I wish to inform the Board that by actions taken by the Board outlined previously,

my understanding is that there is no financial interest and therefore, there will be no effect

on the integrity of my serving on any future Park Central matter.

Employee signature: \L—riii

Date: ‘a-’ çr;1,’-ori

DETERMINATION BY APPOINTING OFFICIAL

APPOINTING_AUTHORITY_INFORMATIONName of AppointingAuthority:

Title or Position:

Agency/Department:

Agency Address:

Office Phone:

Office E-mail

DETERMINATION

Determination by As appointing official, as required by G.L. c. 268A, § 19, I have reviewed the particular matter and

appointing authority: the financial interest identified above by a municipal employee. I have determined that the financialinterest is not so substantial as to be deemed likely to affect the integrity ofthe services which themunicipality may expect from the employee.

Appointing Authoritysignature:

Date:

Comment:

Attach additional pages if necessary.

The appointing authority shall keep this Disclosure and Determination as a public record.

Form revised February, 2012

CATANZARO AND ALLENATToRNis AT LAW

100 Waverly StreetAshland, Massachusetts 01721

Telephone (50$) $814566facsimile: (508) 231-0975

Angelo P. Catnzaxo Ronald 1t StoneKJennifei L 0. A!Jen Of Counsel

SAISO adntted hi Miii

December 14, 2016

Via Certified Mail/Return ReceiptNo. 7015 3010 0000 7506 9918and First Class Mail

Deborah DeMuña58 Flagg RoadSouthborough, MA 01772

Re: RecuiforDiqua1ffication ascfing Zoning Board Memberhorniection ig:L anVyPf]: Cfra1Re1atd Matter

Dear Ms. DeMuña:

I am writing at this time, pursuant to Section 249-2 B. of the Rules and Regulations of theZoning Board of Appeals, to ask that you reconsider your refusal, as an alternate Member of theZoning Board of Appeals, to disqualify yourself from participating in any future hearings ordeliberations regarding any aspect of the Park Central project that may come before the Boardfor formal action. As you doubtless recall, this request was originally made to you at theOctober 19, 2016 meeting of the Board, at which time you declined to recuse yourself. At theconclusion of that hearing on November 3, 2016 you were the only Member of the Board to, inessence, vote “against” the project. Your vote clearly evidenced a rejection of the reasoning anddeliberations of all other Board Members and a continued demonstration of your bias regardingthe Park Central development. Clearly, as a resident of Southborough you are endUed to youropinions and views regarding any matter before any board. However, this right is not withoutlimitation when you are also serving on a quasi-adjudicatory member of a board exercisingauthority over an applicant and property interests. As a resident of Flagg Road who livesproximate to Park Central you have not only demonstrated an understandable interest in theProject, but you have also aligned yourself with other area residents in a demonstrative publicattempt to stop and/or materially impact or change the development as currently approved.Among the actions you have participated or acquiesced in are the following:

1. Your husband, Kevin Farrington, was a signatory on the July 9, 2016 “Citizens Petitionto Deny the Park Central Project”; and

2. Your husband, Kevin Farrington, was a signatory on the July 9, 2016Citizens Petition to remove Leo F. Bartolini, Jr. from the Zoning Board of Appeals; and

Received Z ADate:

Deborah DeMuñaDecember 14, 2016Page 2

3. You have authored several letters regarding the project:

a. August 4, 2016 letter to the l3oard of Selectmen, Planning Board, ZBA, MassHousing, MEPA, State Representative Carolyn Dykma and State Senator JamieBidridge expressing personal views on the safety impact of the project on FlaggRoad;

b. August 15, 2016 you made an extensive public records request to the Town Clerkregarding the Park Central project;

C. August 21, 2016 letter to the ZBA expressing personal views on conditions youdeemed necessary for the project;

d. August 27, 2016 letter to Mass DOT expressing your personal views on the safetyimpact of the project on Flagg Road suggesting further review.

4. On or about September 1, 2016 you and your husband signed a Second Petition toremove Leo F. Bartolini, Jr. from the ZBA. This petition, presented to the Board ofSelectmen on December 6, 2016, was clearly predicated on the petitioners’ dissatisfactionwith the Park Central Project.

5. On September 20, 2016 your husband appeared before the Board of Selectmenexpressing his concern over the traffic impact of the project on Flagg Road andsurrounding roads.

6. On October 17, 2016 you and your husband made a power point presentation to thePlanning Board regarding your proposal to close Flagg Road so that residents of the ParkCentral development could not access it to the north from the proposed John BolandRoad.

As noted above, Park Central fully recognizes and appreciates your right as a citizen to have andexpress your views. However, as a Board Member, when those views are motivated, in whole orin part by the perceived impact that your decision will have on you or your property personally,you have a duty as an official to step aside. As a Zoning Board Member you have an obligationto the Applicant, to other Board Members and to the residents of Southborough to considerwhatever is before you impartially and without prejudgment. Your clearly expressed opinionthat, as approved, the project will render your home and your neighborhood significantly lesssafe is tantamount to claiming that the project is adversely affecting the value of your home. Inour view, as a Member of the ThA you have a clear conflict of interest in deliberating ordeciding any matter involving Park Central. The project is at your doorstep and you have

Deborah DeMuriaDecember 14, 2016Page 3

demonstrated and have now have officially acted upon these predetermined opinions andjudgments. Park Central is entitled to an unbiased forum. TI you remain on the Board, the forumand the process is tainted. Both Park Central and the rest of the residents of $outhboroughdeserve a Board without even the appearance of impropriety or bias to decide any matter thatcomes before it. As noted by the Supreme Judicial Court in the case of Bd. of Selectmen ofAvon v. Linder, 352 Mass 581 (1967), “[t]he Legislature found it advisable to enact a conflict ofinterest law. This was as much to prevent giving the appearance of conflict as to suppress alltendency to wrong doing.” Your continued participation should be reconsidered given theconsiderable discourse that this project has created and the well-defmed personal interest youhave demonstrated.

Thank you.

APCfkmnicc: /llient

V Zoning Board of AppealsBoard of Selectmen

V

JOHN F. ROONEY, III35 Edgewood Road Southborough, MA 01772

Home 508-460-6481 Cell: 617-966-0851

April 13, 2017

VIA EMAIL CORRESPONDENCEPRIVILEGED AND CONFIDENTIAL

Mr. Mark PurpleTown Administrator1 7 Common StreetSouthborough,MA 01772 .

Dear Mark:

Enclosed please find an invoice based upon the town’s refusal to represent me in the StateEthics Commission matter. I have itemized each entry and reduced my normal fee down to $250!per hour. I have not allocated any expenses. The total reduced amount due $7,700.00.

As you know, despite my repeated efforts and demands, the town refused to indemnify andrepresent me in this matter. Based upon this refusal, a refusal which is in clear violation ofMassachusetts law, I had no choice but to undertake the work myself. Had I not had to attend tothis matter, I would have been able to concentrate my efforts on my professional job.

I am sure counsel will advise you that, while the town may choose not to defend suchallegations, the town is (“shall”) obligated to fully reimburse me for legal fees in defending thisState Ethics Commission allegation. For your convenience, I direct your attention to M.G.L. c.258, § 13, which states, in relevant part,

Any city or town which accepted section one hundred I of chapter forty-one on or beforeJuly twentieth, nineteen hundred and seventy-eight, and any other city which accepts thissection according to its charter, and any town which accepts this section in the mannerhereinafter provided in this section jJj indemnify and save harmless municipal officers,elected or appointed from personal financial loss and expense including reasonable legalfees and costs, if any, in an amount not to exceed one million dollars, arising out of anyclaim, demand, suit or judgment by reason of any act or omission, except an intentionalviolation of civil rights of any person, if the official at the time of such act or omissionwas acting within the scope ofhis official duties or employment. (Emphasis added).

There can be no question that the allegations in the State Ethics Complaint arose as a resultofme acting within the scope ofmy official duties or employment. I would expect that this matterwill be handled in an expedited manner.

I am, of course, always available to discuss this matter. Thank you.

Very truly yours,

/5/ JFR, III

John F. Rooney, III

2

MJDO A. CIPRIANOATTORNEY AND COUNSELLOR AT LAW

.

277 MAIN STREETVICTORIA BUILDING

SECOND LEVEL • ATRIUM SUITEMARLBOROUGH, MASSACHUSETTS 01752

TEL. (508) 485-7245FAX (508) 485-2304

April 25, 2017

Brian Shea, ChairmanBoard of Selectmendo Mark Purple. Town AdministratorTown of SouthboroughTown House17 Common StreetSouthborough, MA 01772

Re: Expenditure or Reimbursement of Legal Fees as to a Town Official’s Defenseas to Ethic Law Alleged Violations

Dear Mr. Chairman, Board Members and Town Administrator,

I have had the opportunity to review the inquiry relative to reimbursement of legal fees ina former Selectman’s defense of an action purportedly pending before the State EthicsCommission.

In this regard, I have reviewed all applicable law and have consulted with our SpecialTown Counsel, Jay Talerman, to ensure that our interpretations agree.

The current state of the law is that the provisions of M G.L. c.258, Section 13, TheMassachusetts Torts Claim Act, do not extend to expenditure or reimbursement of legalfees incurred by a current or former Town Official in defending against ethics chargesand in other cases, against criminal indictments. The operative case is Triplett v. Town ofOxford 439 Mass 720 (20ft3j.

Accordingly, expenditure or reimbursement of funds in the defense of former Selectman,John Rooney, is not available to the Town of Southborough. This is a difficult decision,but it is based on an objective evaluation of the law and it is our public duty to so informthe Board.

It is clear to this office that there is insufficient evidence to suggest that former SelectmanRooney violated any law relative to ethics standards and that this Complaint, improperlypublicized by filing with the Town Clerk, is being utilized to leverage pending Zoningappeals and actions currently in the Courts of the Commonwealth. These ethicscomplaints are to be filed directly with the Ethics Commission which keeps themconfidential due in part to the fact that they may determine that no basis exists for theallegation.

The intentional publicity of filing locally and having that further publicized by publicmedia needlessly subjects an innocent person to ridicule and possible interference withprofessional business relations with his clients.

We have spoken with the Town Clerk who was acutely aware of the issue of improperfiling of such complaints with his office, without any basis, in state statute or local lawand which is egregious to the respondent in this office’s opinion.

In this regard, both myself and Special Counsel agree that representation and public fundscannot be expended for this purpose under the current provisions of state statute.

If you have any further questions in this regard, please advise.

Respectfully submitted,

-.-“ : . . • ..

. ;_:: . . . -•

MdA. Cipriano, Esq.Town Counsel

AAC/fc

Cc: Jay Talerman, Esq.