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SELECT BOARD OFFICE OF THE TOWN AGENDA ACTION REQUEST ADMINSTRATOR November 4, 2020

PUBLIC COMMENT

REQUESTED BY: Select Board

DESIRED ACTION: Public comment – zoom meeting participants

PROPOSED MOTION: N/A

ACTION TAKEN: Moved By: ______Seconded By: ______Condition(s):

VOTED: Aye _____ Nay______Abstain ______

SELECT BOARD OFFICE OF THE TOWN AGENDA ACTION REQUEST ADMINSTRATOR November 4, 2020

COVID-19 UPDATE

REQUESTED BY: Select Board

DESIRED ACTION: Update on COVID-19 from Health Agent, Bob Canning

PROPOSED MOTION: N/A

ACTION TAKEN: Moved By: ______Seconded By: ______Condition(s):

VOTED: Aye _____ Nay______Abstain ______

SELECT BOARD OFFICE OF THE TOWN AGENDA ACTION REQUEST ADMINSTRATOR November 4, 2020

MINUTES

REQUESTED BY: Select Board

DESIRED ACTION: Approval of meeting minutes

PROPOSED MOTION: a. I move to approve the minutes of May 6, 2020 as printed/as amended. b. I move to approve the minutes of October 7, 2020 as printed/as amended. c. I move to approve the Executive Session minutes of October 7, 2020 as printed/as amended. d. I move to approve the minutes of October 14, 2020 as printed/as amended. e. I move to approve the minutes of October 21, 2020 as printed/as amended. f. I move to approve the Executive Session minutes of October 21, 2020 as printed/as amended.

ACTION TAKEN: Moved By: ______Seconded By: ______Condition(s):

VOTED: Aye _____ Nay______Abstain ______

Orleans Board of Selectmen April 29, 2020

ORLEANS BOARD OF SELECTMEN MAY 6, 2020 DRAFT

A meeting of the Orleans Board of Selectmen was held on Wednesday, May 6, 2020. Present were Chairman Mark Mathison, Vice Chairman Kevin Galligan, Clerk Cecil Newcomb, Selectman Mefford Runyon, Selectman David Currier & Town Administrator John Kelly.

This was a virtual meeting convened via remote participation, audio only, with real-time public access provided by Orleans Channel 18 on the Town website and cable television.

Chairman Mathison called the executive session to order at 4:00 p.m.

On a motion by Mr. Runyon and seconded by Mr. Galligan, the Board voted to enter into executive session to conduct contract negotiations with non-union personnel and to reconvene in open session and that the Chair declare that an open meeting may have a detrimental effect on the litigating or negotiating position of the body, and to reconvene in open session. The vote was 5-0-0, with Mr. Mathison, Mr. Galligan, Mr. Runyon, Mr. Currier & Mr. Newcomb all voting aye by roll call. The Chair declared that an open meeting may have a detrimental effect on the negotiating position of the body.

Mr. Mathison reported that the Board has concluded negotiations with the Fire Chief and Deputy Fire Chief. The Board will be voting at their next meeting to sign the agreements in open session.

Public comment-Read emails sent to [email protected] for the Board of Selectmen by 4:00 p.m. on Monday, May 4, 2020

Mr. Mathison read an email from Joan Nix regarding COVID-19. Ms. Nix stated that if it were up to her, she would open Orleans now, including restaurants and businesses. She does not support a regulation of wearing masks or closing beaches, skateboard parks or playgrounds. Ms. Nix would like to see that Orleans be opened up to tourists as soon as allowed by the Government. A full copy of Ms. Nix’s email is available in the Board of Selectmen’s packet.

Mr. Mathison read an email from Gail Meyers Levin who referenced an email from Bethany Gibbons. Ms. Gibbons would like to see Orleans follow other communities who are requiring people to wear face coverings in public spaces where social distancing is not possible. A full copy of Ms. Levin’s and Ms. Gibbons email is available in the Board of Selectmen’s packet.

Mr. Mathison read an email from Hank Schumacher who would like to see Article 13 removed in its entirety from this year’s warrant. A full copy of Mr. Schumacher’s email is available in the Board of Selectmen’s packet.

Mr. Mathison read an email from George Waugh about the census not being received at post office boxes. He suggested that the Board ask the post masters to post a notice at the post offices. A full copy of Mr. Waugh’s email is available in the Board of Selectmen’s packet.

Mr. Mathison read an email from Lawrence Diaz regarding his concerns about the proposed FW Webb building project at the underground plaza. Mr. Diaz provided the Board with a detailed

1 Orleans Board of Selectmen April 29, 2020

outline of his concerns. A full copy of Mr. Diaz’s email is available in the Board of Selectmen’s packet.

COVID-19 update from Fire Chief Deering, Health Agent Bob Canning and Police Chief MacDonald

Health Agent Bob Canning reported that as of 4:00 p.m. yesterday, there are 70,271 positive cases of COVID-19 in and 969 in Barnstable County. Orleans has 13 confirmed cases, none of which are active. The numbers provided are reported by MassDPH and does not include anyone who did not receive testing or who is asymptomatic. On May 1, Governor Baker issued an order requiring face mask/coverings be worn when in public places, effective May 6, 2020. People over the age of 5 must wear a face masks/covering when inside or outside where 6’ of social. A business may decline entry if someone refuses to wear a face mask/covering. Violations of the order under the state criteria is a civil fine up to $300.00. On May 4, 2020, the Board of Health adopted the Governor’s order # 31, which was done to give local agencies grounds to enforce the order.

Mr. Newcomb asked if the town is enforcing all of the Governor’s mandates or just the mask requirement. Mr. Canning responded that the Board of Health has adopted mandates with respect to masks, social gatherings and essential services.

Mr. Canning added that the curve appears to be flattening, however, we have not had a clear run of 2 weeks showing a downward trench.

Mr. Galligan stated that he listened to the May 4, 2020 Board of Health meeting in which there was a lot of good discussion. Mr. Galligan raised a concern about COVID-19 related expenses and a consideration of a policy for short-term rentals, standardized cleaning and disinfecting policy. He can see a huge burden on the Health Department having to take on these additional tasks. He asked Mr. Canning to keep in mind the resources that his department may need and how we can get reimbursement. Mr. Canning responded that an issue might be the short-term rentals that are not licensed by the town. The enforcement aspect of rentals may be difficult to enforce as we don’t have access to the homes. A plan will need to be developed to inform the public of our procedures that they will have to adhere by.

Mr. Canning informed the Board that they have reached out to the food establishments in Orleans to review criteria going forward. Some seasonal food establishments that we have a good working relationship are looking to open for the season. At this time, the Board of health would be looking to allow them to open without a pre-open inspection. The Health Department would be doing inspections as soon as possible. The Health Department is doing what they can to work with food establishments and they remain in contact with the Barnstable County Health Department.

Police Chief Scott MacDonald reported that staffing at the Police Department remains good. This week, the department is looking at a 24% reduction in calls for service. The types of calls that are being responded to are domestic related issues, harassment orders and disputes among individuals. Chief MacDonald has noticed an increase in opposition to state and local regulations as they relate to COVID-19. The department needs to be prepared by developing clear and concise procedures.

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Fire Chief Geof Deering reported that the Fire Department does not have any staffing issues related to COVID-19. The decontamination process is working well, but is time consuming. Chief Deering reiterated that if you are having a medical emergency, to call 9-1-1. It is a national problem that people are not seeking medical care until they are very sick. The Fire Department is also noticing that when people are calling 9-1-1, they are not being honest about their symptoms, which creates a problem for staff. Residents are encouraged to be honest about symptoms when calling 9-1-1 to protect everyone’s safety. Supplies are being delivered regularly and distributed to the schools, Council on Aging, DPW and Police Department.

a. Consider signing on to Guidance to Cape & Islands Seasonal Community letter

Mr. Kelly informed the Board that both himself and Mr. Mathison were part of a call with other town managers and administrators to discuss how we will move forward on a regional level. The goal is that everyone needs to give the same message.

Mr. Galligan moved that Orleans sign on to the Guidance to Cape & Islands Seasonal Community Letter, 2nd by Mr. Newcomb. The vote was 5-0-0 with Mr. Mathison, Mr. Galligan, Mr. Runyon, Mr. Currier & Mr. Newcomb also voting aye by roll call.

b. Further discussion on establishing a re-opening advisory panel

Mr. Mathison stated that the working groups we currently have might be able to be enhanced or look at the possibility of having some other people from the community involved.

Mr. Runyon said that he would support putting a group together for Orleans with the hopes that it will allow to plan and give direction. Mr. Newcomb agreed.

Mr. Currier stated that he is not opposed to a group, but thinks that we need to wait and see what the state will allow us to do.

Mr. Galligan suggested reaching out to the Chamber of Commerce to see if they have ideas that are specific to our unique community.

Mr. Kelly reported that during the Lt. Governor’s weekly call it was indicated that there are sub- groups in place to deal with various retailers. They have established portals which will allow for specific input to be provided. Mr. Kelly agrees that Orleans should be in a position to help distribute information and support documents as they become available.

Mr. Mathison wants to make sure that everything is coordinated between town services and businesses as things start to open back up.

Mr. Currier moved to adjourn as Selectmen and convene as Park Commissioners with Mefford Runyon as Chairman, 2nd by Mr. Newcomb The vote was 5-0-0 with Mr. Mathison, Mr. Galligan, Mr. Runyon, Mr. Currier & Mr. Newcomb all voting aye by roll call.

Meet as Park Commissioners with Natural Resources Manager Nate Sears for a discussion on the startup of seasonal beach operations

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Natural Resources Manager Nate Sears was present remotely. A memo for the Selectmen was presented on what the plans are operationally for the upcoming beach season. At this time, staff recommends that beach operations begin as normally scheduled. In order to provide adequate space for social distancing, parking spaces at Nauset and Skaket Beach will be reduced to provide adequate room on the beachfront. Food concession services will be managed similar to a restaurant who provides takeout and grocery stores with cordoned off service lines and adequate spacing. Restrooms and public buildings will be cleaned at once daily. Seasonal employee housing will provide only single unit accommodations with the exception for the 2 separate family units. Because we are already witnessing early season beach demand, staff is recommending implementing the available parking spot reduction strategy immediately. Rangers will be monitoring the situation of the over-sand trails and will work with the Police Department if issues arise. It is understood local management may have to be revised as additional guidance from the state is received.

Mr. Galligan asked if we have less beachfront this year given the relocation of a significant amount of sand. Mr. Sears confirmed that the beach has changed due to mother nature. Mr. Galligan is asking people to stay off of the dunes and beach grass.

Mr. Currier moved that the Board of Selectmen support the decision of the Natural Resources Manager, 2nd by Mr. Galligan. The vote was 5-0-0 with Mr. Mathison, Mr. Galligan, Mr. Runyon, Mr. Currier & Mr. Newcomb all voting aye by roll call.

Mr. Canning added that the Board of Health did review the memo regarding the beach program and the only change they suggested is not committing the beach parking lot to a 50% reduction. They would like to see as much flexibility as possible given to the DPW and Natural Resource departments to meeting the Governor’s order. Mr. Sears doesn’t envision that he would be tied to the 50% reduction. It will be to his discretion and comfort level.

Mr. Runyon would like to make sure that the changes are communicated properly to the residents. Mr. Sears responded that he would put announcements on the town website and social media page. We want to get out as much information as possible while not scaring people away from the beach.

Chief MacDonald noted that we will need to keep close tabs on where vehicles are going that are turned away when the beaches are full. We have had issues in the past where people park illegally in neighborhoods.

Mr. Mathison added that we need to remember that what one town does can impact what happens in other towns. If a town is shutting down beach access, then people will go to neighboring towns to look for access. We need to make sure that we are keeping both the people and our resources safe.

Mr. Runyon asked if we should provide information about the Governor’s order to the ORV sticker holders. Mr. Sears responded that there are some people that will abide by the order and other that won’t, noting that it will be a tough time to keep everyone happy. He suggested the possibility of adding something in the rules and regulations regarding the order. Mr. Currier asked how we could get the information to those who have already purchased their stickers. Mr. Sears

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responded that when tollbooth staff is present and we get into peak season, they could be notified at the booth.

Mr. Mathison asked if Mr. Sears anticipates a situation where we will have large groups of boaters that will tie up together and if there is staff available to deal with any issues. Mr. Sears responded that there are always challenges on the remote sections of the beach. He will continue to update the Board on a regular basis.

Mr. Sears noted that we have contracts with the food vendors for both Nauset and Skaket Beaches. He suggested amending the contract to only base this year’s numbers on % of sales and not require a front-loaded payment. Mr. Kelly stated that he would support an amendment to the lease agreement with the vendors and suggested putting the discussion on the agenda for next week.

Mr. Sears asked for the Board’s authorization for him to manage the electronic sign at Meetinghouse Pond as needed. The Board gave their support.

Mr. Currier moved to adjourn as Park Commissioners and re-convene as Selectmen, 2nd by Mr. Galligan. The vote was 5-0-0 with Mr. Mathison, Mr. Galligan, Mr. Runyon, Mr. Currier & Mr. Newcomb all voting aye by roll call.

Meet with Finance Director Cathy Doane to review the 5-year Financial Plan and consider a change in the Free Cash Policy

Ms. Doane the information provided to the Board regarding fiscal stability. For the past few years, Ms. Doane has been talking to the Board about the declining position of local receipts and the excess levy capacity that, without budget reductions, could result in the need of securing a general operating override to maintain the current level of services. The declining revenue projections is further exacerbated by the financial effects of the COVID-19 pandemic. With all of the uncertainty, Ms. Doane has expressed her concerns to the Board regarding their ability to maintain Orleans financial reserves while weathering the storm. For the past several months, Ms. Doane has been researching viable alternatives and have been working with Hilltop Securities, to put together a financial strategy that would attempt to do the following:

1. Protect the Town’s Credit Rating of AAA 2. Reduce reliance on Free Cash to offset the operating budget 3. Provide the Town with flexibility to weather the economic fallout of COVID-19 into FY 22 and perhaps beyond. 4. Preserve the Town’s financial reserves.

Ms. Doane proposed the following for consideration of how we need to proceed. Steps for FY 21 include reducing reliance on free cash to balance the budget and instead utilize excess levy capacity, adopting new financial reserves policy, evaluating actual revenue vs. projections during the summer months and adjust FY21 budget at the October STM to offset any shortfall, conducting Board of Selectmen work sessions on the future need for general operating override, considering to include possibility of reducing services and increasing fee-based revenue. Work sessions should commence early FY 21 in preparation for the FY 22 budget process.

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Steps for FY 22 – FY 25 projection include based on FY 21 adjustments and work sessions, amend projections for revenue and operating budgets.

Mr. Galligan believes that it is important to have work sessions throughout the summer since we will be having a fall town meeting. The Finance Committee and Revenue Committee should be involved in the work sessions as well.

Mr. Runyon asked if it is too early to start thinking about the idea of a hiring freeze and not replacing or filling openings that might develop until such time as we have a better idea of where we are going. Ms. Doane responded that it is never too early to start these discussions and might be something worth considering.

Mr. Galligan hopes that when we have the work sessions that the schools are active participants in discussions.

Mr. Galligan moved that the Board of Selectmen support the steps as outlined in the Finance Director’s memo dated May 1, 2020, 2nd by Mr. Runyon. The vote was 5-0-0 with Mr. Mathison, Mr. Galligan, Mr. Runyon, Mr. Currier & Mr. Newcomb all voting aye by roll call.

Consider a revised Article 13. Fund Comprehensive Water Resources Management Plan Implementation/Construction and vote to reduce the total appropriation by $125,000

Mr. Kelly stated that this was brought up at the last meeting and he has since reviewed the available appropriations from prior years. He recommends taking the Lonnie’s Pond and fresh water restoration items out of the article and all that would be left would be the bonded work on the PRB’s and the next steps on the Meetinghouse Pond sewering.

Mr. Runyon asked if there would be any consequences if this was pushed back. Mr. Kelly reviewed the timelines for voting and contracts.

Mr. Galligan would like to be clear that this is to get the approval on the appropriation and helps get the signal to everyone involved. It is not an expenditure, but just to show the follow up on our commitment.

Mr. Galligan moved to revise Article 13 to reduce the appropriation by $125,000, 2nd by Mr. Newcomb. The vote was 5-0-0 with Mr. Mathison, Mr. Galligan, Mr. Runyon, Mr. Currier & Mr. Newcomb all voting aye by roll call.

Vote to place debt exclusion questions on the annual election ballot for the following articles: a. Article 13. Fund Comprehensive Water Resources Management Plan Implementation/Construction

This agenda item was deferred until next week.

b. Article 17. Fund Fire Station HVAC/Interim Improvements

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Mr. Runyon moved to place the debt exclusion question for Article 17 on the annual election ballot, 2nd by Mr. Newcomb. The vote was 5-0-0 with Mr. Mathison, Mr. Galligan, Mr. Runyon, Mr. Currier & Mr. Newcomb all voting aye by roll call.

Further discussion on Town Meeting planning and possible options to change date, time or place a. Review of proposed legislation (S. 2673) that would allow a reduction in the quorum

Mr. Kelly shared communications that he has had with staff, Town Counsel and the Town Moderator regarding planning and possible options to change the date, time or place of Town Meeting. When you start to apply physical distancing using a radius around each chair, you can hold a Town Meeting at the middle school using both gyms, cafeteria, auditorium and potentially some classrooms. Before we could consider holding Town Meeting at the high school, we would need legislation to be passed. Mr. Kelly recommends not to consider an outdoor Town Meeting as he is not sure there would be enough seating and there is the potential for weather issues. It would be cost prohibitive to put up tents, also keeping in mind that there is underground irrigation that could be damaged. There are no bathroom facilities and the area is not handicapped accessible. If the town were to have the option to reduce the quorum to 10%, that would allow for 20 voters. If that were to be invoked, the only thing that could be approved in the warrant would be articles dealing with the budget. We could change the address of town meeting to say at the middle school and not have a specific room posted.

Mr. Galligan stated that he would like to keep in mind that if there is a heat wave during town meeting, that we have as much air flow as possible to keep people cool.

Mr. Newcomb asked what would happen if Governor Baker changes his guidance and we cannot hold a Town Meeting in June. Mr. Kelly responded that the Town Moderator would have the ability to postpone the meeting to another date and time certain using the same warrant. Mr. Newcomb added that he would not be in favor of a 20-person quorum and hopes to keep it at 200.

Mr. Runyon asked if we held the Town Meeting at the middle school, would anyone feel that an earlier time of day would of benefit. He also asked in what ways would the town benefit by having a budget passed in June versus letting it slide. Assuming we have a reduced quorum meeting, how much of a citizen voice would be lost by the fairly routine article. Mr. Kelly responded that we will have to wait and see what comes out of the legislature.

Mr. Runyon inquired if the requirement to social distance applies to spouses and partners that are living together at home. Mr. Kelly responded that when they were planning the space, it was assumed that couples would sit next to each other.

Mr. Currier asked if there has been any consideration for when people need to get up and leave the room and cross by others. Tom Daley responded that there will be no crossing over other people and that there will be a 6’ minimum even when walking by other people.

Staff updates on F.W. Webb project application and Orleans Downtown Street Scape Construction

Mr. Kelly reported that George Meservey provided comments for the Selectmen regarding the F.W. Webb project application.

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FW Webb has submitted plans for a retail store, showroom, office and warehouse on the site of the former Underground Mall. The proposal includes removal of all existing buildings on the 3.6- acre parcel, and construction of a free-standing 38,329 s.f. building. The following is the status of regulatory approvals.

A formal Site Plan was approved on March 4, 2020 by the Site Plan Review Committee. The submission included a lighting plan, landscape plan, and alternatives for improving the corner of Nell’s Way at Baker’s Pond Road. The committee accepted the turning plan showing an 18’ radius (attached). Applicant applied to the Old Kings’ Highway Regional Historic District Committee for a Certificate of Appropriateness for the building, signs, and new retaining wall. The matter was scheduled to be heard in April, but the Committee has not held any meetings since the State of Emergency was declared. When Town Hall is reopened, the committee will need 7-10 days to advertise for the hearing. The applicant is also waiting for a hearing before the Zoning Board of Appeals. The project requires Special Permits for (1) commercial space greater than 2,500 s.f., (2) a lot in two zoning districts, and (3) a reduction in required parking spaces. Both of the open applications are subject to the recent extension granted by the MA Legislature, which extended all permits and approval deadlines 45 days after the end of the State of Emergency. An evaluation of potential Cape Cod Commission jurisdiction was reviewed with Jonathan Idman, CCC Chief Regulatory Officer. The proposed building does not create 10,000 s.f. of additional commercial space, nor is the outdoor display area larger than 40,000 s.f. It was therefore determined that the project does not require a mandatory referral to the CCC as a Development of Regional Impact. However, any regulatory board, or the Board of Selectmen may make a Discretionary Referral of the project and ask for its review as a DRI.

Mr. Mathison would like to have Mr. Meservey available to discuss what makes the most sense for the town and to see if we might need the help of the Cape Cod Commission.

Mr. Galligan feels that it would be worth reminding regulatory boards that if they need help regarding a decision on a topic, that they should feel comfortable requesting outside advice. The regulatory boards need to know that they have the support from town resources if they need it.

Tom Daley was present remotely to provide an update on the streetscapes project. The overall project is going quite well. The biggest issue recently has been the weather. At the same time, without having a messy winter, the work was able to start in January. The COVID-19 issue has been favorable from the standpoint of having reduced traffic in the area and the non-essential stores were closed. The project is about 50% complete. Depending on the Governor’s pending updated guidance, if stores remain closed, staff may consider working through Memorial Day Weekend to move the project along quicker. Mr. Daley provided the Board with a weekly work schedule through June 1, 2020.

Vote to award the 2020-2021 Sarah Brown Scholarship

Mr. Newcomb moved to award the 2020 - 2021 Sarah Brown Scholarship in the amount of $2,000 to the recommended recipient, 2nd by Mr. Runyon. The vote was 5-0-0 with Mr. Mathison, Mr. Galligan, Mr. Runyon, Mr. Currier & Mr. Newcomb all voting aye by roll call.

Vote to participate in Regional Community Development Block Grant for COVID-19 emergency funds

8 Orleans Board of Selectmen April 29, 2020

Mr. Kelly reported that the Town of Truro has hired Bailey Boyd who has been involved in a number of regional efforts. This is a federal air program to provide emergency relief for low- and moderate-income residents. Mr. Kelly recommends that the Board vote to participate and authorize the Chairman to sign the application.

Mr. Runyon moved to participate in the Regional Community Development Block Grant for COVID-19 emergency funds, 2nd by Mr. Newcomb. The vote was 4-0-1 with Mr. Mathison, Mr. Runyon, Mr. Galligan & Mr. Newcomb voting aye and Mr. Currier abstaining by roll call.

Discussion on next meeting date and items for future agendas

The Board discussed meeting times going forward.

Mr. Runyon asked if there has been any update on the census. Mr. Kelly responded that they have sent information to the post masters and they have posted notices in the post offices. The same message is on our website.

Mr. Galligan wondered if there might be any room on the ballots that are being mailed out to include a plug for the census. Mr. Galligan also asked if the Board could be given an update on what the town has accumulated in terms of COVID-19 expenditures. Mr. Kelly responded that he has started discussions with department managers and as soon as he has more information available, he will report back to the Board.

At last week’s meeting, the Board heard 2 great presentations from audit firms. Our current auditors don’t have any interest in the IT vulnerability assessment. Mr. Galligan would like to see the Board look into this further. Mr. Kelly responded that staff has been working on this topic with something in the works and he will get an update for the Board.

Adjourn

Mr. Currier moved to adjourn, 2nd by Mr. Newcomb. The vote was 5-0-0 with Mr. Mathison, Mr. Galligan, Mr. Runyon, Mr. Currier & Mr. Newcomb all voting aye by roll call.

Respectfully Submitted, Jennifer Clarke ______Cecil Newcomb, Clerk Documents in May 6, 2020 Packet: 1. Agenda 2. Public Comment 3. Email - Senator Julian Cyr 4. Guidance for Seasonal Community 5. Orleans Beach Opening Recommendation 6. Memo from Finance Director – Fiscal Stability 7. Financial Plan FY21-FY25 8. Article 13 revised 9. Email - David Lyttle

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10. House 4398 Summary 11. F.W. Webb status 12. Main Street Improvements Project update 13. Adopted Orleans Beach Opening Recommendation

10 Orleans Select Board October 7, 2020

ORLEANS SELECT BOARD OCTOBER 7, 2020 DRAFT

A meeting of the Orleans Select Board was held on Wednesday, October 7, 2020. Present were Chairman Kevin Galligan, Vice Chairman Mefford Runyon, Clerk Andrea Reed, Select Board Member Cecil Newcomb, Select Board Member Mark Mathison, Finance Director Cathy Doane and Town Administrator John Kelly.

This was a virtual meeting convened via remote participation, with real time public access provided by Channel 18 on the town website and cable television.

Chairman Galligan called the executive session to order at 6:00 p.m.

On a motion by Mr. Runyon and seconded by Ms. Reed., the Board voted to enter into executive session to conduct collective bargaining session with the Police Union, and discuss the deployment of security personnel or devices, or strategies with respect thereto, and to conduct contract negotiations with the Finance Director and that the Chair declare that an open meeting may have a detrimental effect on the litigating or negotiating position of the body, and to reconvene in open session. The vote was 4-1-0, with Mr. Galligan, Mr. Runyon, Mr. Mathison & Ms. Reed all voting aye and Mr. Newcomb voting nay by roll call. The Chair declared that an open meeting may have a detrimental effect on the negotiating position of the body.

Meet in Executive Session to conduct collective bargaining session with the Police Union and discuss the deployment of security personnel or devices, or strategies with respect thereto, and to conduct contract negotiations with the Finance Director

Mr. Galligan stated that there is nothing to report in open session from executive session.

Public Comment (use Join Zoom Meeting to participate in public comment)

Ken Heritage was present remotely and noted concerns that he has on a couple of warrant items. Concerns were regarding the Fire Department pumper truck, design of a dredge and proposed increase in fees.

Ed Haffner was present remotely to provide comment on the proposed treatment of Uncle Harvey’s Pond by using alum. He reiterated the 4-1 vote from the Marine and Freshwater Quality Task Force to approve the use of alum. Mr. Haffner was the opposed vote and he explained why. He feels that nothing new has been presented since the vote was taken to suggest that the vote needs to be revisited.

Approval of Minutes

Mr. Galligan lost video connection to the meeting and was not able to reconnect due to a power outage.

a. August 26, 2020 (Executive Session)

1 Orleans Select Board October 7, 2020

Ms. Reed moved to approve the minutes of the August 26, 2020 executive session, 2nd by Mr. Newcomb. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

b. August 26, 2020

Ms. Reed moved to approve the minutes of the August 26, 2020 meeting, 2nd by Mr. Newcomb. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

c. August 28, 2020 (Executive Session)

Ms. Reed moved to approve the minutes of the August 28, 2020 executive session, 2nd by Mr. Newcomb. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

d. September 2, 2020 (Executive Session)

Mr. Newcomb moved to approve the minutes of the September 2, 2020 executive session, 2nd by Ms. Reed. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

e. September 2, 2020

Ms. Reed moved to approve the minutes of the September 2, 2020 meeting, 2nd by Mr. Newcomb. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

f. September 4, 2020 (Executive Session)

Ms. Reed moved to approve the minutes of the September 4, 2020 executive session, 2nd by Mr. Newcomb. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

g. September 4, 2020

Ms. Reed moved to approve the minutes of the September 4, 2020 meeting, 2nd by Mr. Newcomb. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

h. September 9, 2020

Ms. Reed moved to approve the minutes of the September 9, 2020 meeting, 2nd by Mr. Newcomb. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

2 Orleans Select Board October 7, 2020

i. September 15, 2020 (Executive Session)

Ms. Reed moved to approve the minutes of the September 15, 2020 executive session, 2nd by Mr. Newcomb. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

j. September 15, 2020

Mr. Newcomb moved to approve the minutes of the September 15, 2020 meeting, 2nd by Ms. Reed. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

k. September 16, 2020

Ms. Reed moved to approve the minutes of the September 16, 2020 meeting, 2nd by Mr. Newcomb. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

l. September 23, 2020

Ms. Reed moved to approve the minutes of the September 23, 2020 meeting, 2nd by Mr. Newcomb. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

Mr. Mathison stated that Mr. Galligan called him and is not able to reconnect into the meeting due to a power outage. Mr. Runyon continued the meeting as Select Board Chair.

Committee Interviews, Appointments, Resignations a. Community Building Renovation Task Force- Keith Campbell

Keith Campbell was present remotely and stated his background and interest in the task force.

Mr. Newcomb moved to appoint Keith Campbell to the Community Building Renovation Task Force with a term to expire on June 30, 2023, 2nd by Ms. Reed. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

b. Veterans/Memorial Day Committee- Barbara Garran Howerton

Ms. Reed moved to accept the resignation of Barbara Garran Howerton from the Veterans/Memorial Day Committee, effective immediately, 2nd by Mr. Mathison The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

Public Hearing-Alteration of Premises for Dragon City Restaurant, Inc. d/b/a Double Dragon, 59 Route 6a, Dirgha Rai, Manager

Mr. Galligan read the public hearing notice. Dirgha Rai was present remotely and reviewed the request.

3 Orleans Select Board October 7, 2020

No public comment was heard.

Ms. Reed moved to close the public hearing, 2nd by Mr. Runyon. The vote was 5-0-0 with Mr. Galligan, Mr. Runyon, Mr. Mathison, Ms. Reed and Mr. Newcomb all voting aye by roll call.

Mr. Runyon moved to approve Dirgha B Rai’s Application for Alteration of Premises for the Annual All Alcoholic Beverages Common Victualler Liquor license held by Dragon City restaurant, Inc. dba Double Dragon, located at 59 Cranberry Highway, Orleans to add to the licensed premises 525 sq. ft deck with 30 seats and 1,017 sq. ft patio with 36 seats, subject to all local and state permits, licenses and approvals, laws and bylaws and in accordance with the Town of Orleans Rules & Regulations of the Liquor Licensing Authority adopted December 21, 1994, and recently revised on November 5, 2014 and Massachusetts General Law Chapter 138. Said license is subject to approval by the Alcoholic Beverage Control Commission, 2nd by Ms. Reed. The vote was 5-0-0 with Mr. Galligan, Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

Town Administrators Budget Policy Recommendations for FY22

No discussion was had.

Review of Planning Board request for status of Select Board Comprehensive Plan Actions

No discussion was had.

Follow up Select Board conditional authorization to file Notice of Intent with Conservation Commission for Uncle Harvey’s Pond Alum Treatment

No discussion was had.

Vote to sign Special Town Meeting Warrant

Ms. Reed moved to sign the Special Town Meeting Warrant and authorize the Town Administrator to use Select Board signature stamps, 2nd by Mr. Newcomb. The vote was 5-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

Review of Annual Select Board Goals-Review of 1 or 2 per meeting

No discussion was had.

Town Administrators Report

Mr. Kelly stated that he will be going to the Finance Committee to request a reserve fund transfer to hire a recording secretary for the Charter Review Committee.

Mr. Kelly reported that the town received grant funding in the amount of $12,500 for the master plan for the photovoltaic array.

4 Orleans Select Board October 7, 2020

Mr. Kelly informed the Board that he has been working with Options Technology, Town Moderator and staff to put together a site plan for the Special Town Meeting. He hopes to have a representative from Options Technology participate in the pre-town meeting on October 21, 2020 to provide a demonstration on electronic voting.

Liaison Reports

Mr. Newcomb stated that the existing Council on Aging fitness class, which is held at 7:00 a.m., is difficult for some seniors to attend. He wondered if the class could be broadcast later in the morning, 3 times per week. Mr. Kelly responded that he would work with Channel 18 to accommodate.

Ms. Reed complimented the Board of Health on how creative and accommodating they are of requests that are received. She noted that they are outstanding problem solvers and that she is impressed with how they are able to protect public health while still allowing people to do what they need to do.

a. Cape Cod Water Protection Fund Distribution through August 2020

No discussion was had.

Items for Future Agendas

Ms. Reed is hoping to be able to do a breakdown of Select Board goals at an upcoming meeting.

Ms. Reed moved to adjourn the meeting of the Select Board in open session, 2nd by Mr. Newcomb. The vote was 4-0-0 with Mr. Runyon, Mr. Mathison, Ms. Reed & Mr. Newcomb all voting aye by roll call.

Respectfully Submitted, Jennifer Clarke ______Andrea Reed, Clerk Documents in October 7, 2020 Packet:

5 Orleans Select Board October 14, 2020

ORLEANS SELECT BOARD OCTOBER 14, 2020 DRAFT

A meeting of the Orleans Select Board was held on Wednesday, October 14, 2020. Present were Chairman Kevin Galligan, Vice Chairman Mefford Runyon, Clerk Andrea Reed, Select Board Member Cecil Newcomb, Select Board Member Mark Mathison, Finance Director Cathy Doane and Town Administrator John Kelly.

This was a virtual meeting convened via remote participation, with real time public access provided by Channel 18 on the town website and cable television.

Chairman Galligan called the meeting to order at 6:00 p.m.

Public Comment (use Join Zoom Meeting to participate in public comment)

No public comment was heard.

Town Administrator’s Budget Policy Recommendations for FY22

Mr. Kelly provided the Select Board with an overview of his budget policy recommendation for FY22. Under the charter, the Select Board needs to vote to adopt the budget no later than November 1. With a projected structural deficit beginning in FY22 in the amount of $773,000, and an additional $345,000 in FY23, the development of the FY22 budget shall focus on options to mitigate the impending deficits through a combination of budget reductions, revenue increases and/or potential general override(s), with the goal of minimizing the impact on the existing level of Town services to the extent possible.

Mr. Kelly stated that staffing and expenses will be looked at in various departments to see how the deficit can be reduced, keeping in mind that the Select Board is concerned about how reductions may impact services.

The schools have also been asked to review their budgets including school choice funding and cost per student.

Mr. Runyon feels that it would be helpful if we tried to focus on looking at if there is an expense or revenue problem. He looks at the problem being on the revenue side. Mr. Runyon stated that looking at revenue enhancements might be a better way to spend the Board’s time.

Ms. Reed would like to see us look at short-term and long-term income producing streams that are under our control. Ms. Reed added that we should be looking at sustainable municipal income and things that will grow our commercial tax base.

Mr. Newcomb asked what the revenue projection would be if the $25.00 resident beach sticker fee were to pass. Mr. Kelly responded that if we sell 8,000 stickers at $25.00 each, projected revenue would be approximately $200,000.

1 Orleans Select Board October 14, 2020

Ms. Doane reminded the Board that if enterprise funds are established, both the expenses and revenues would move into those funds.

Mr. Newcomb asked what services are projected to be cut. Mr. Kelly responded that he did not have a list ready, but that we are looking at cutting $300,000, we would be looking at cutting staff.

Mr. Mathison noted that he has been pretty consistent in wanting to be sure that we are very clear to our citizens of what the expectations are of the services that the town should be providing. He does not want to see us lose focus of the fact that the town has a certain responsibility to provide services to the people that live here. When you have a service and a facility, you need to take care of them.

Under the process, Mr. Galligan would like to see added that the Select Board will continue, to the extent possible, the fiscal stability work sessions.

Ms. Reed is concerned that it is unrealistic to ask the schools to reduce spending with the reality that they are facing. Mr. Kelly responded that under the Charter, the Select Board can only make a recommendation regarding the school budget. All we are asking them to do is take another look at their side of the equation.

Mr. Kelly stated that he would put a finalized copy of this on next week’s agenda for a final vote.

Review of Planning Board request for status of Select Board Comprehensive Plan Actions

Mr. Kelly stated that this plan includes items that have been ongoing for a period of time.

Mr. Runyon suggested edits to AH1, which probably needs additional language about the number of units needed to meet the town’s affordable housing goals. Ms. Reed added that it might be pertinent to note that our goals have changed since the plan was done.

Mr. Galligan believes that the disposition of the abandoned DPW facilities included in CF11 has not been resolved. He suggested reducing the % complete to 95.

Ms. Reed stated that HC17 originally belonged to the Planning Department, but represents the Economic Development Committee, which never took off. She wants to make sure that this does not get dropped as it has come up again in the Planning discussions.

Ms. Reed moved to send the Select Board Comprehensive Plan Actions back to the Planning Board with the noted changes, 2nd by Mr. Runyon. The vote was 5-0-0 with Mr. Galligan, Mr. Runyon, Mr. Mathison, Ms. Reed and Mr. Newcomb all voting aye by roll call.

Update on Select Board conditional authorization to file Notice of Intent with Conservation Commission for Uncle Harvey’s Pond alum treatment

Mr. Kelly stated that he has not filed the Notice of Intent for the alum treatment of Uncle Harvey’s Pond. There has been a lot of information from the Conservation Department, Planning Department and Marine and Fresh Water Quality Task Force. Mr. Kelly would like to bring this

2 Orleans Select Board October 14, 2020 back before the Board at their November 4, 2020 meeting for further discussion. As of today, the Notice of Intent has not been filed and staff is still working on getting all of the answers that the Board has asked for.

Review of Annual Select Board Goals-Review of 1 or 2 per meeting

Mr. Galligan briefly walked the Select Board members through the goals. He noted that members can talk off-line about who would like to volunteer to take the lead on which goals.

Liaison Reports

Mr. Runyon stated that the Planning Board voted to request that they be included in the process of the feasibility analysis or planning analysis for the Governor Prence property, should the funds for the feasibility study pass at the October 31, 2020 Special Town Meeting. Mr. Kelly added that he has been working with Town Counsel, Mr. Galligan and Mr. McClennen and that they would like to have an executive session next Wednesday for an update on the property.

Mr. Runyon reported that the Historical Committee met and found that there is deferred maintenance due on the Jonathan Young Windmill.

Mr. Newcomb reported that the Council on Aging Board met for the first time since COVID-19. He gave kudos to Council on Aging Director Judi Wilson for all of her work during COVID-19. Ms. Wilson had reported that she made her Board of Directors aware that there is a possibility of a 25% cut to state aid. In August, 163 seniors were served 943 units of service. Mr. Newcomb also reported that there are 3 open positions in the Council on Aging.

Ms. Reed stated that the Affordable Housing Committee and Affordable Housing Trust Fund Board have been moving along looking at the tools that the town might need to tease out different discussions.

Mr. Mathison reported that the school committees have been meeting to review their budgets. All of the school buildings have gone through the process of determining air flow and air quality. Mr. Mathison provided a review of the fluctuating numbers of homeschool students versus remote learning students.

Mr. Galligan reported that the Snow Library Trustees met yesterday and are working on a limited browsing plan, with no certain date set as of yet.

Mr. Galligan also noted that he drove past Eldredge Parkway and saw that the concrete form was being poured for the Fire Department traffic light.

Mr. Galligan asked if any Select Board members would like to volunteer as liaison to the Charter Review Committee. Mr. Runyon volunteered.

a. Cape Cod Water Protection Fund Distribution through August 2020

Mr. Galligan briefly reviewed the fund distribution.

3 Orleans Select Board October 14, 2020

Items for future agendas

No items for future agenda were discussed.

Adjourn

Ms. Reed moved to adjourn the meeting of the Select Board, 2nd by Mr. Newcomb. The vote was 5-0-0 with Mr. Galligan, Mr. Runyon, Mr. Mathison, Ms. Reed and Mr. Newcomb all voting aye by roll call.

Respectfully Submitted, Jennifer Clarke ______Andrea Reed, Clerk Documents in October 14, 2020 Packet:

4 Orleans Select Board October 21, 2020

ORLEANS SELECT BOARD OCTOBER 21, 2020 DRAFT

A meeting of the Orleans Select Board was held on Tuesday, October 21, 2020. Present were Chairman Kevin Galligan, Vice Chairman Mefford Runyon, Clerk Andrea Reed, Select Board Member Mark Mathison and Town Administrator John Kelly. Select Board Member Cecil Newcomb was absent.

This was a virtual meeting convened via remote participation, with real time public access provided by Channel 18 on the town website and cable television.

Chairman Galligan called the executive session to order at 5:30 p.m.

On a motion by Mr. Runyon and seconded by Mr. Mathison, the Board voted to enter into executive session to consider the purchase, exchange, lease or value of real property located on Route 6A and to reconvene in open session for the purpose of adjourning and that the Chair declare that an open meeting may have a detrimental effect on the litigating or negotiating position of the body, and to reconvene in open session. The vote was 4-0-0, with Mr. Galligan, Mr. Runyon, Mr. Mathison & Ms. Reed all voting aye by roll call. The Chair declared that an open meeting may have a detrimental effect on the negotiating position of the body.

Meet in Executive Session to consider the purchase, exchange, lease or value of real property located on Route 6A

Mr. Galligan stated that there is nothing to report in open session from executive session.

Public Comment (use Joint Zoom Meeting to participate in public comment)

No public comment was heard.

Pre-Town Meeting with Moderator, Town Counsel and Town Clerk

Town Moderator David Lyttle, Town Counsel Attorney Michael Ford, Town Clerk Cynthia May & Assistant Town Clerk Kelly Darling were present.

Due to the pandemic, the Select Board had made the decision to hold the Special Town Meeting outdoors. Given the fact that the school property is unavailable, the location will be in the parking lot at Nauset Beach. Mr. Kelly reviewed the set up for parking, adding that everyone will remain in their vehicles, with the exception of checking in. In the event of inclement weather, the Town Moderator will decide if the meeting would need to be postponed to the rain date. The warrant index will be updated further if there are any changes that occur between now and the meeting.

Mr. Kelly and the Board briefly reviewed each of the warrant articles.

1 Orleans Select Board October 21, 2020

Mr. Mathison reported that the Dredge Advisory Committee, after meeting with representatives from Barnstable County, will be asking to indefinitely postpone article 17 to fund engineering services for potential purchase of dredging equipment.

a. Demonstration on electronic voting at the Special Town Meeting

Mark Fite from Option Technologies was present. Option Technologies provides interactive technology that allows people to participate in live meeting events. Mr. Fite reviewed the different services that the company offers. Implementing electronic voting provides privacy for voters, speeds up voting and allows for less controversy. All handsets will be sanitized and then placed in a plastic bag. After the meeting, the handsets are removed from the bags, the bags are discarded and the handsets are sanitized again. All CDC COVID-19 protocols are in place. The voting pads are very easy to use and voters will be provided a handout and a chance to test them out before the meeting starts. If anyone experiences an issue with the handsets, volunteers will be in each of the parking zones to assist.

Mr. Galligan asked if voters need to bring an ID. Assistant Town Clerk Kelly Darling responded that the only voters who will need to show ID are people who are voting for the first time in Orleans, new Massachusetts residents, or in some rare cases, if someone has been inactive as a voter. Today is the deadline to register to vote during Town Meeting.

Mr. Runyon asked what happens if someone presses the wrong button. Mr. Fite responded that they can press their button to vote again. If you have doubt that your vote may have not gone through the first time, you can re-vote. It will only tally one vote per question per handset. Ms. Doane asked if the vote would be delayed if someone has technical difficulties with their handset. Mr. Fite responded that they would work with the Town Moderator on this issue. The voting would close and then they would deal with the individual that was having the technical issue.

Mr. Lyttle noted that people attending the meeting have 60 seconds to vote. He asked how long after that 60 seconds would he receive notification of the vote decision. Mr. Fite responded that it would only take a few seconds for the final numbers to be tabulated.

A question was asked if there is a plan if more than 300 vehicles attend the meeting. Mr. Kelly and Mr. Galligan both responded that there is overflow parking and that non-residents could park in the Hubler lot and Town Officials would park on the road by the Hubler lot.

Martin Culik asked if one person could pick up handsets for everyone in their vehicle. Ms. May responded that each voter would need to check in just as they normally would at a Town Meeting.

Attorney Ford stated that all registered voters have the right to be at Town Meeting and to participate. The Town will need to make sure that all vehicles that want to attend, can be accommodated for parking and participation.

Mr. Lyttle wondered if having the meeting broadcast through the radios as well as on the loud speakers would cause a sound delay. Mr. Kelly responded that when the onsite visit was held, there didn’t seem to be an issue. If everyone is going to use their car radios, the loudspeakers could be turned down, or even shut off if not needed. Mr. Runyon added that some cars can’t be run in the auxiliary setting indefinitely.

2 Orleans Select Board October 21, 2020

b. Public question and answer period (use Join Zoom Meeting to participate in Q & A)

David Slack was present remotely with respect to Article 31 and noted the corrections that need to be made.

A discussion took place on Articles 37 & 38. A question was raised that if Article 37 doesn’t pass, would a vote still need to take place on Article 38. Mr. Runyon stated that he would be inclined to still have a vote on Article 38, even if Article 37 didn’t pass.

Another question was raised about changing the order of warrant articles. Mr. Kelly reviewed the process of making a motion to change the ordering or articles.

Ken Heritage was present remotely and asked if the town has evaluated the possible purchase of a used pumper truck rather than a new one for $675,000. Mr. Galligan responded that the Finance Committee met the Fire Chief and Deputy Fire Chief to review questions relating to this warrant article. Mr. Galligan will contact Fire Chief Deering to make sure that he is best prepared to answer questions on the Town Meeting floor.

Questions about revenues and expenditures with enterprise funds were discussed.

Public Hearing-Following proposed general bylaw changes for Special Town Meeting

Mr. Galligan read the public hearing notice.

a. Article 31-Amend General Bylaw Ch. 140-Right to Farm

Mr. Kelly reviewed the proposed amendments to the bylaw.

Judy Scanlon was present remotely and vocalized her support for this amendment.

b. Article 38-Rescind General Bylaw Ch. 64-Prohibiting Marijuana Retail Sales

Mr. Kelly reviewed the proposed amendments to the bylaw.

c. Article 40-Amend General Bylaw Ch. 94 Art V. Non-Payment of Fees & Taxes

Mr. Kelly reviewed the proposed amendments to the bylaw.

Mr. Runyon moved to close the public hearing, 2nd by Ms. Reed. The vote was 4-0-0 with Mr. Galligan, Mr. Runyon, Mr. Mathison & Ms. Reed all voting aye by roll call.

Vote to adopt budget policy for FY22

Ms. Reed noted that she is aware that we want to ask the schools to justify their budgets, but she wishes that the language in the policy would speak to more of a partnership. She would like this to be something that is worked on in future discussions.

3 Orleans Select Board October 21, 2020

Mr. Runyon moved to adopt the FY22 budget policy as revised, 2nd by Ms. Reed. The vote was 4-0-0 with Mr. Galligan, Mr. Runyon, Mr. Mathison & Ms. Reed all voting aye by roll call.

Approval of applications for Expanded Temporary Alterations to Premise during COVID-19 Emergency

Mr. Runyon moved to approve expanded outdoor dining applications that include the sale and consumption of liquor on premises as recommended by the Town Administrator for the following restaurants:

1. BELLAS CC LLC dba La Bella Vita 2. Dragon City Restaurant, Inc. dba Double Dragon 3. FoodFirst711 LLC dba Toast to the Coast 4. Four Mermaids Enterprises, Inc. dba Barley Neck Inn 5. Hang Ten, Inc. dba Old Jailhouse Tavern 6. Nauset Pizza Inc. dba Whisk Breakfast and Lunch Café 7. Orleans Bowling Center Inc. dba Orleans Bowling Center 8. Rock Harbor Grill, Inc. dba Rock Harbor Grill 9. True Blue Atlantic, Inc. dba Mahoney’s Atlantic Bar & Grill 10. Orleans Seafood, inc. dba Cookes Seafood

All applications for expanded premises approved pursuant to Governor Baker’s COVID-19 Order #50 are effective through sixty (60) days after the end of the state of emergency and revert to their original licensed premises on that date, and are in accordance with the Town of Orleans Rules and Regulations of the Liquor Licensing Authority under M.G.L. Chapter 138, 2nd by Mr. Mathison. The vote was 4-0-0 with Mr. Galligan, Mr. Runyon, Mr. Mathison & Ms. Reed all voting aye by roll call.

Vote to sign State Election warrant

Ms. Reed pointed out that the Town Clerk had previously requested that the polling hours be reduced.

Ms. Reed moved to sign the 2020 State Election Warrant, subject to the polling hours as confirmed by the Town Clerk, 2nd by Mr. Runyon. The vote was 4-0-0 with Mr. Galligan, Mr. Runyon, Mr. Mathison & Ms. Reed all voting aye by roll call.

Request from Mark Berson for town meeting article to consider a “Town Flag”

Mark Berson was present remotely and is asking the Select Board to consider a Town Flag. John Kelsey was present remotely and reviewed the request. Mr. Kelsey is the designer and producer of the flag. He discussed the ideas behind the request.

Mr. Kelly stated that this request should go to a town meeting vote.

Mr. Berson added that the town might want to ask for input from the Fire Department, Police Department and the schools.

4 Orleans Select Board October 21, 2020

Ms. Reed would like to it to be made clear that the flag is a gift to the town and the design would be as submitted.

Town Administrators Report

Mr. Kelly reported on a FY21 Community Compact Cabinet Information Technology Grant Program application was submitted by the MIS Department on October 9, 2020 in the amount of $196,000 to digitize the paper files in the Building Department, Conservation Office and Town Clerk’s Office using a Laserfiche technology that will improve vital record storage efficiency and create a searchable database with public access. A FY 21 Municipal Road Safety Grant Program funding application was submitted by the Police Department on October 13, 2020 in the amount of $12,000 to purchase a new traffic data recorder and 33 hours of overtime for each of the 5 Enforcement Campaigns – Winter Impaired Driving; April Distracted Driving; May Click It or Ticket; Summer Speed; and Summer Impaired Driving.

The Board was provided with an information flier for the virtual public meeting scheduled for Thursday, November 5 at 5:30 pm to present the Complete Streets Prioritization Plan: Improving Safety & Accommodating All Users.

Liaison reports

Mr. Galligan reported that the Board of Water & Sewer Commissioners discussed the free DEP PFAS testing that is being offered. He also noted that the Water Department has received an application to install a new cell tower structure on Quanset Road at well site # 7. Mr. Kelly responded that he has already spoken to Tom Daley regarding this application, that cell towers are not permitted in a residential zone. Even if a variance were to be granted, the maximum height would be 75’.

Items for future agendas

Ms. Reed stated that it is coming to her attention that more and more of planning will need to be multi-board staked. She would like to include this in future discussions when reviewing Select Board goals.

Adjourn

Ms. Reed moved to adjourn the meeting of the Select Board in open session, 2nd by Mr. Runyon. The vote was 4-0-0 with Mr. Runyon, Mr. Galligan, Mr. Mathison & Ms. Reed voting aye by roll call.

Respectfully Submitted, Jennifer Clarke ______Andrea Reed, Clerk Documents in October 21, 2020 Packet:

5

SELECT BOARD OFFICE OF THE TOWN AGENDA ACTION REQUEST ADMINSTRATOR November 4, 2020

FY21 PROPERTY TAX CLASSIFICATION HEARING

REQUESTED BY: Board of Assessors

DESIRED ACTION: Vote to allocate the local property tax levy among five property classes for FY21

PROPOSED MOTION: TBD ACTION TAKEN: Moved By: ______Seconded By: ______Condition(s):

VOTED: Aye _____ Nay______Abstain ______

TOWN OF ORLEANS PROPERTY CLASSIFICATION HEARING

On Wednesday, November 4, 2020 at 6:30 p.m., the Select Board will hold a public hearing via remote Zoom meeting in accordance with Chapter 369 of the Acts of 1982 amending Chapter 797 of the Acts of 1979 regarding allocating the local property tax levy among the five property classes for fiscal year 2021.

The Board of Assessors will provide all information and data relevant to making a final determination on allocations of the tax burden among the four classes of real property: residential, open space, commercial/industrial and one class of personal property as set forth in Chapter 40, Section 56. Options open to the Town will be provided and the Chairperson will recognize any taxpayers wishing to present oral or written information on their views. If you are unable to attend and wish to express your views in writing, they should be received in the Selectmen’s Office, 19 School Road, Orleans, MA 02653 on or before noon on Wednesday, October 28, 2020.

Kevin Galligan, Chair Orleans Select Board

SELECT BOARD OFFICE OF THE TOWN AGENDA ACTION REQUEST ADMINSTRATOR November 4, 2020

FY21 GOALS – TOWN ADMINISTRATOR, FINANCE DIRECTOR, POLICE CHIEF AND FIRE CHIEF

REQUESTED BY: Select Board

DESIRED ACTION: Review and vote to approve proposed goals for FY21

PROPOSED MOTION:

ACTION TAKEN: Moved By: ______Seconded By: ______Condition(s):

VOTED: Aye _____ Nay______Abstain ______

Office of the Town Administrator

To: Select Board From: John F. Kelly, Town Administrator Date: October 19, 2020 Re: FY21 Goals and Objectives

The following are my proposed goals and objectives for completion in FY21:

Goal 1: Develop the FY22 Budget Policy and prepare the annual operating budget in accordance with the Policy guidelines set by the Select Board.  Specific: Include timely analysis and recommendations to enable Select Board to make informed decisions on the various options, additions and deletions to be considered during the budget review process.  Measurable: The submitted FY22 budget can be compared to the Board’s policy guidelines to determine compliance.  Achievable: Requires adherence to the Charter requirements for the development and submission of the budget.  Relevant: Primary responsibility of the Town Administrator under the Charter.  Time-bound: Budget submission to Board in January and final adoption in March 2021.

Goal 2: Complete negotiations on new collective bargaining agreements with Orleans Managers, Clerical & Technical and Steelworkers Unions.  Specific: Current agreements will expire on June 30, 2021 and negotiations on new 3-year contracts should begin in January 2021.  Measurable: Contract proposals and costs will be developed for approval by Board; an agreed upon comprehensive Classification/Compensation Study involving all three unions was completed in October 2019 to serve as baseline information for negotiations.  Achievable: Executive Session strategy sessions will be scheduled with Select Board and Labor Counsel in advance of meeting with unions in January.  Relevant: Primary responsibility of the Town Administrator under the Charter.  Time-bound: Completion by May 2021 Town Meeting.

Goal 3: Complete preparation and implement seasonal parking enforcement program in May 2021.  Specific: Includes developing and promulgating parking rules, regulations and fines for Town ways, parking lots and Landings and coordination with Police Chief on hiring and equipping a new Seasonal Parking Enforcement Officer(s).  Measurable: Specific areas for inclusion in the parking regulations will be approved by the Select Board.  Achievable: Assumes $30,000 to fund the program is approved at the Special Town Meeting on October 31, 2020.  Relevant: Comprehensive seasonal parking enforcement program needed to manage available resources.  Time-bound: Completion by May 1, 2021.

Goal 4: Develop an expanded bi-weekly Town Administrator’s Report.  Specific: Includes timely updates on departmental activities, including grants; summary information on Town Administrator actions including contracts executed, staffing changes and communications with regional and state officials of local importance.  Measurable: Expanded report can be viewed and revised as needed or requested.  Achievable: Yes.  Relevant: Yes, a suggested area to improve upon in my recent performance evaluation.  Time-bound: Begin in Nov. 2020.

2 | Page

Town of Orleans Director of Municipal 19 School Road Orleans Massachusetts 02653-3699 Finance Cathy L. Doane, CPA Telephone (508) 240-3700 – Fax (508) 240-3388

To: Select Board John Kelly, Town Administrator From: Cathy L. Doane Date: October 8, 2020 Subject: FY 21 Goals and Objectives

Following is a list of my proposed FY 21 goals and objectives for your consideration:

Goal 1: Develop FY 22 Budget

• Specific: 1. Aid in the development of the FY 22 budget policy guidelines and work with the Town Administrator to present a FY 22 budget within the parameters set by the Select Board. 2. Produce the 5-year Financial Plan and update it throughout the year as economic conditions dictate. 3. Lead the creation of Enterprise Funds for FY 22 adoption. • Measurable: Results will be measurable based on the quality of presentations delivered and documentation provided as compared to directives given. • Achievable/Time-bound: Specific in the Town’s Charter and/or a schedule determined by the Town Administrator and the Select Board.

Goal 2: Provide Support and Guidance to Select Board during Fiscal Stability Work Sessions

• Specific: 1. Identify options to sustain/improve Town’s financial stability to include review/modification of financial policies and viable options to minimize future override reliance. • Measurable: Results will be measurable based on the quality of discussions and presentations delivered. • Achievable/Time-bound: Contingent upon schedule determined by Select Board.

Goal 3: Provide Guidance/Leadership to Mitigate FY 21 Financial Impact of Covid-19

• Specific: 1. Analyze and provide timely updates of FY 21 revenue status. 2. Provide recommendations to Select Board and Town Administrator to mitigate any financial impact during FY 21. 3. Maximize the reimbursement of Covid-19 related expenses from state and federal government agencies.

• Measurable: Results will be measurable based on the quality of presentations delivered, Select Board adoption of recommendations, and end of year financial results. • Achievable/Time-bound: Provided throughout the year and through presentation of year end results.

Goal 4: Recognize Staff Accomplishments and Encourage Continuing Education to Maintain a High Quality of Customer Service

• Specific: 1. Require my staff to submit annual goals and conduct annual performance reviews measuring accomplishments and overall customer service aptitudes. 2. Support ongoing education through in-house, web-based, and offsite training opportunities. • Measurable: Documentation will be available. • Achievable/Time-bound: Goals and performance reviews are documented annually. Availability of training opportunities will be contingent upon new Covid-19 protocols and budget constraints.

ORLEANS POLICE DEPARTMENT SCOTT W. MACDONALD 99 ELDREDGE PARK WAY CHIEF OF POLICE ORLEANS MASSACHUSETTS 02653-3307 TEL. 508-255-0117 FAX. 508-240-1374 MEMORANDUM

September 15, 2020

TO: ORLEANS SELECT BOARD

SUBJECT: FY 2021 GOALS

I have prepared three professional goals for fiscal year 2021. In developing these goals, I applied the S.M.A.R.T. method, which is the acronym for Specific, Measurable, Attainable, Relevant, and Time-bound.

Goal #1: EXPAND DEPARTMENT’S COMMUNICATIONS PLATFORMS

• Specific: Acquire additional communications platform that targets local residents. • Measurable: Upon acquisition, a database of local residents that request notifications will be collected and used to deliver information. • Attainable: The department’s Communications Team will be responsible for completing this task. • Relevant: The Orleans department’s policing philosophy has a strong emphasis on community engagement. Although existing social media platforms reach thousands of “followers”, a new email based platform will supplement our social media presence and provide additional opportunities for the department to engage directly with our citizens by providing timely alerts, public service announcements, and general information about the department. • Time-bound: This goal will be completed by the conclusion of FY2021.

Goal #2: ADDRESS INSTITUTIONAL VULNERABILITY

• Specific: 1. Identify critical department functions. 2. Develop cross-training programs for backup personnel on all shifts. 3. Define and formalize workflow. 4. Develop functional organization chart with backup assignments. • Measurable: Identify primary, secondary, tertiary responsibilities for all staff. • Attainable: At a department meeting, personnel will be tasks with identifying potential organizational vulnerabilities. Action plans will then be developed to remedy vulnerabilities. • Relevant: Ensures that no critical department function is left vulnerable to a single individual’s absence or departure. • Time-bound: This goal will be completed by the conclusion of FY2021.

Goal #3: CONFORM TO MASSACHUSETTS POLICE REFORM LEGISLATION

• Specific: The House and Senate passed versions of police reform legislation, which appear in H 4886 and S 2820. A conference committee with members from both bodies is currently working on a final version to be signed into law by the Governor. • Measurable: Orleans Police policies and procedures will be revised and/or developed to conform will newly established Massachusetts police reform mandates. • Attainable: The department’s strategic planning working group and accreditation manager will be responsible achieving this goal. • Relevant: Improving police officer standards & accountability is a priority for the Orleans Police Department • Time-bound: This goal will be completed by the conclusion of FY2021 or as mandated by newly enacted law.

Respectfully Submitted,

Scott W. MacDonald Chief of Police

Orleans Fire-Rescue Department 58 Eldredge Park Way, Orleans MA 02653

Non-Emergency number 508-255-0050 Fax number 508-240-0855 George E. Deering, IV Timothy M. Gula Chief of Department Deputy Fire Chief

To: Orleans Select Board

Re: FY2021 Fire Department Goals

Four goals have been developed for the Fire Department for this fiscal year.

Goal #1 Conduct Strategic Planning process and implement Strategic Plan

Specific: The Orleans Fire Department will participate in strategic planning process. This process will be used to establish our mission and vision, our core values and determine our strategic goals for the next 5 years.

Measurable: Completion of a full strategic plan and supporting document that is available to department staff and the community.

Achievable: Through a participatory process of department staff and stakeholders, we will engage in a comprehensive planning process.

Relevant: A strategic or master plan is a critical tool for the department to ensure high quality delivery of service. As new leadership has come into the department and was outlined in the ESCI Staffing study, a strategic plan is crucial to the long-term success of the department. (Recommendations 2, 4,5, and 21).

Time bound: The process is started and is scheduled for completion in January 2021.

Goal #2 Implement Officer and staff meetings and enhance department communications

Specific: The Orleans Fire Department Officers and Staff will schedule regular officer’s meetings. Command staff will meet twice a month, and full department meetings will occur at least twice a year. Each meeting will have an agenda.

Measurable: Consistent and regular meetings planned and held for department command staff.

Achievable: Command staff meetings will be held a predetermined and regularly scheduled time twice a month. Full department meetings will be scheduled at 6-month intervals.

Relevant: Communication is a key to success of the department. Regularly meeting with department decision makers in a formal structured manner will assist in ensuring two-way communication amongst all staff. The ESCI staffing study recommended regular meetings (recommendation #8)

Timebound: Regular command staff meetings have been implemented (every other Tuesday). A full department staff meeting will be scheduled when practical, due to COVID, a remote type meeting may be implemented in December of 2020 and again in June 2020.

Goal # 3: Reorganize command structure to implement Lieutenant position

Specific: In recognition of the increasing complexities of emergency responses and multiple, simultaneous incidents, an additional supervisory rank will be added to each shift.

Measurable: Implementation of Lieutenants as part of depart rank structure.

Achievable: Contract language changes have been completed. Administration of a competitive three part promotional testing process is scheduled for December 2020. Final job descriptions are being revised in cooperation with IAFF local 2675.

Relevant: The benefits of additional supervision and safety to our staff and citizens is tremendously important. This also creates a career ladder for our personnel, which has an impact on morale.

Time bound: Lieutenants will be appointed on January 1, 2021.

Goal #4 Evaluate and re organize training programs during pandemic

Specific: Adoption of online Fire and Emergency Medical training programs to maintain operational readiness and certifications.

Measurable: Data collected to show attendance, skills completion, and training criteria met.

Achievable: Many of our training programs have shifted to remote/online formats, including paramedic and EMT recertifications, online fire training (with neighboring departments), and firefighter recruit training.

Relevant: In response to COVID-19, we must shift from our traditional training models to a model that continues to ensure meeting appropriate standards and readiness, while ensuring the health of our staff and community.

Timebound: Implementation of online and remote training, as much as appropriate, will be ongoing starting in October 2020.

SELECT BOARD OFFICE OF THE TOWN AGENDA ACTION REQUEST ADMINSTRATOR November 4, 2020

POLICE DEPARTMENT AUTHORIZATION TO HIRE

REQUESTED BY: Chief Scott MacDonald

DESIRED ACTION: Vote to authorize the advertisement for a replacement for an Office scheduled to retire

PROPOSED MOTION: ACTION TAKEN: Moved By: ______Seconded By: ______Condition(s):

VOTED: Aye _____ Nay______Abstain ______

ORLEANS POLICE DEPARTMENT SCOTT W. MACDONALD 99 ELDREDGE PARK WAY CHIEF OF POLICE ORLEANS MASSACHUSETTS 02653-3307 TEL. 508-255-0117 FAX. 508-240-1374

October 29, 2020

TO: ORLEANS SELECT BOARD

SUBJECT: HIRING PROCESS: POLICE OFFICER

I’m seeking authorization from the Board to initiate a Police Officer hiring process. Although the department is currently at its authorized strength of twenty-two, two are classified as Student Officers and will not be available for shift work until early summer 2021. A third Officer is out on injury and not expected to return to work. Detective Melissa Marshall will be retiring in January 2021 and I was advised earlier this week that Officer Michael Lotti has chosen to retire earlier than he planned and will be leaving prior to December 2020.

It has not yet been confirmed, but there may be a police academy in Plymouth starting sometime in February 2021. We will have to act quickly to completed a hiring process to secure seats in the February academy. The goal of the hiring process is to establish a list of qualified candidates to fill vacancies as necessary. At this time, I’m requesting authorization to hire two candidates to replace Detective Marshall of Officer Lotti.

I look forward to meeting with the Board on November 4th and I’ll be happy to respond to any questions or concerns you may have.

Respectfully Submitted,

Scott MacDonald Chief of Police

SELECT BOARD OFFICE OF THE TOWN AGENDA ACTION REQUEST ADMINSTRATOR November 4, 2020

REQUEST FOR LICENSE EXTENSION FOR TOWN HALL ANNEX

REQUESTED BY: Center for Culture and History in Orleans

DESIRED ACTION: Request for extension of license agreement for space in the Town Hall Annex

PROPOSED MOTION: Vote to approve extension of the license agreement through June 30, 2021.

ACTION TAKEN: Moved By: ______Seconded By: ______Condition(s):

VOTED: Aye _____ Nay______Abstain ______

John Kelly

From: John Kelly Sent: Thursday, October 22, 2020 1:30 PM To: [email protected] Cc: 'Cris Harter'; Molly Bates Subject: RE: Annex License Extension for the CHO/OHS

Jay, I will add your request to the Select Board’s agenda for Nov. 4 for consideration. Thanks. John

John F. Kelly Town Administrator

19 School Road Orleans, MA 02653 508‐240‐3700 x 2415 [email protected]

From: [email protected] Sent: Tuesday, October 20, 2020 11:34 AM To: John Kelly Cc: 'Cris Harter' Subject: Annex License Extension for the CHO/OHS

Hi John,

I am contacting you now, as suggested, to officially request a 6‐month extension of the existing license agreement (attached) between the Town and the Centers for Culture and History in Orleans (the CHO) for use of the Town Hall Annex building as temporary storage and office space. This extension would continue all provisions of the current agreement through June 30, 2021, including the $220 monthly payment for heat and electricity.

As you know, work has begun – albeit a month later than expected ‐‐ on moving and updating the Hurd Chapel. Assuming no additional major delays, our best estimate for occupancy is late April, 2021. It likely will take our volunteers most of May and June to move all items from the Annex to the Hurd considering social‐distancing and other COVID‐19 precautions remain in place.

The CHO Board of Directors greatly appreciates the Town’s support, and respectfully requests this license extension.

Sincerely,

‐Jay Stradal, Board Chair

1

SELECT BOARD OFFICE OF THE TOWN AGENDA ACTION REQUEST ADMINSTRATOR November 4, 2020

VOTE TO SIGN INTERIM LOAN NOTE FOR DOWNTOWN SEWER PROJECT

REQUESTED BY: Treasurer/Collector and Bond Counsel

DESIRED ACTION: Sign the interim loan note to finance the Downtown Sewer Construction Project

PROPOSED MOTION: Refer to the motions in your packet drafted by bond counsel and vote to sign the interim loan note using your signature stamps.

ACTION TAKEN: Moved By: ______Seconded By: ______Condition(s):

VOTED: Aye _____ Nay______Abstain ______

October 28, 2020

Scott Walker Treasurer/Collector Town of Orleans 19 School Road Orleans, MA 02653-3699

Dear Scott: (Massachusetts Clean Water Trust Interim Loan) We have now received loan closing instructions from the Massachusetts Clean Water Trust with respect to an Interim Loan relating to Financing Agreement No. CW-19-33. The closing for the Interim Loan will take place after we receive the executed documents, and disbursements will be made to you after the closing date based upon requisitions submitted to DEP and the Trust. We have been asked to have all necessary documents presigned. Copies of the Financing Agreement and the Project Regulatory Agreement have been sent to you by the Trust. Please send me copies of the executed signature pages. For your reference, I have downloaded from the Trust’s website the “Terms and Conditions” referenced in the Financing Agreement, and have included them in this package for your review. The “Terms and Conditions” are an essential part of the Financing Agreement and the Town is required to comply with these provisions. This document should be attached to the Financing Agreement and kept in the Town’s file for this loan. Please call me if you have any questions regarding the “Terms and Conditions” to the Financing Agreement. The Note and three copies each of the closing Certificate and the Selectmen’s Vote are enclosed. Each should be signed and the Note and Certificates must be sealed. Please return all of them to me as soon as convenient. These documents will be held in escrow until the closing. We will then return one complete set of documents to you. If you have any question about the procedures or the documents, please call me. Sincerely,

Kara K. Adams Enclosures

cc: Hilltop Securities, Inc.

83875963v.1

Atlanta | Austin | | Brussels | Chicago | Cincinnati | Dallas | Hartford | Houston | London | Los Angeles Miami | New Orleans | New York | Princeton | Providence | San Francisco | Stamford | Washington DC | West Palm Beach KKA 10/27/20

(Please Note: The following statements are an essential part of the permanent note record. Read them carefully before signing this certificate. Advise Locke Lord LLP of any inaccuracy.)

Town of Orleans, Massachusetts

$59,409,200 Interim Loan Note

CERTIFICATE

We, the members of the Select Board, and the Treasurer of the Town of Orleans, Massachusetts (the “Town”), certify that we have signed the $59,409,200 0 percent Interim Loan Note (the “Note”) of the Town dated November 1, 2020 and payable on the Closing Date. The Note bears the Town seal, which is also affixed to this certificate.

We further certify that Financing Agreement No. CW-19-33 with the Massachusetts Clean Water Trust (the “Trust”), dated as of August 5, 2020 providing for the Interim Loan evidenced by the Note, and the Project Regulatory Agreement with the Department of Environmental Protection dated as of August 1, 2020 relating to the Project financed by the Note have been signed by the Treasurer or other duly authorized Town official and we hereby confirm those Agreements. Capitalized terms used in this certificate and not otherwise defined shall have the same meanings given those terms in the Financing Agreement and Chapter 29C of the General Laws (the “Enabling Act”). The Financing Agreement and the Project Regulatory Agreement are sometimes referred to collectively in this certificate as the “Agreements”.

We, the members of the Select Board of the Town, certify that we have authorized the use of any facsimiles of our signatures that may be printed on the Note.

We, the members of the Select Board and the Treasurer, also certify as follows:

1. Authority. The Note is issued pursuant to the Enabling Act, Chapter 44 of the General Laws (the “Applicable Bond Act”) and the following votes of the Town:

(a) $47,382,800 - under a vote of the Town passed May 13, 2019 (Article 16), which authorized a total borrowing of $47,382,800 and excluded from the limitations of Proposition 2 1/2, so-called on May 21, 2019 (Question 1); and (b) $12,026,400 - under a vote of the Town passed June 20, 2020 (Article 42), which authorized a total borrowing of $12,218,000 and excluded from the limitations of Proposition 2 1/2, so-called on June 23, 2020 (Question 3).

Execution of the Agreements was further authorized by a vote of the Select Board passed November 4, 2020 (the “Select Board Vote”).

2. Other Debt. No other debt has been incurred under those votes of the Town.

3. Representations under Section 2 of the Terms and Conditions to the Massachusetts Clean Water Trust Financing Agreement.

(i) The Town is a Local Governmental Unit as defined in the Enabling Act with full legal right and authority under the Enabling Act and the Applicable Bond Act to authorize, execute and deliver the Agreements, to execute, issue and deliver the Note, to undertake the Project, to operate its System and to carry out and consummate all transactions contemplated by the foregoing.

(ii) The Town has duly and validly authorized the execution and delivery of the Agreements and the Note and all approvals, consents and other governmental proceedings necessary for the execution and delivery of any of the foregoing or required to make them the legally binding obligations of the Town that they purport to be in accordance with their terms have been obtained or made.

(iii) No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body is pending or, to our knowledge, threatened seeking to restrain or enjoin the execution or delivery or performance of any of the Agreements or the Note or the construction or operation of the Project; or contesting or adversely affecting the validity of the Agreements or the Note or the power of the Town to assess and collect taxes, rates and charges to pay the Payments and all other costs and expenses of the Project and the System; and neither the corporate existence of the Town nor the title to office of any of us or any other Authorized Officer of the Town executing the Agreements or the Note is being contested.

(iv) The authorization, execution and delivery of each of the Agreements and the Note, and performance of each of them, will not constitute a breach of, or a default under, any law, ordinance, resolution, agreement, indenture or other instrument to which the Town is a party or by which it or any of its properties is bound.

(v) The Financing Agreement and the Note are valid general obligations of the Town, for the payment of which its full faith and credit are pledged, enforceable in accordance with their terms and the terms of the Enabling Act and the Applicable Bond Act, and payable as to principal, premium, if any, and interest, if any, (to the extent not paid from other sources) from taxes which may be levied upon all taxable property within the territorial boundaries of the Town, without limit as to rate or amount.

-2- 4. No Default. As of this date, no Event of Default or Default, as applicable, and no event which with the passage of time or the giving of notice may become or may be declared to be an Event of Default or a Default, has happened and is continuing under either of the Agreements.

5. Loan Questionnaire. The statements and information set forth in the Loan Questionnaire submitted by the Town to the Trust in connection with the Interim Loan are true and correct in all material respects on this date as if made on this date.

6. Special Conditions. The Town hereby acknowledges the special conditions set forth in Exhibit C to the Project Regulatory Agreement and the Town has satisfied or expects to satisfy all of such conditions and is not aware of any circumstances adversely affecting its expectation of satisfying those conditions.

7. Use of Project and Note Proceeds.

(a) Reimbursement. The proceeds of the Note may be used, in part, to reimburse the Town for capital expenditures previously made for the Project. Any such expenditures were made pursuant to G.L. c. 44, §20A and the rules and regulations of the State Director of Accounts and any such expenditure was documented by a “Report of Advance of Funds in Lieu of Borrowing” filed with the Director. Any such expenditures were made within 18 months prior to this date. At the time of the filing of any report referred to above the Town reasonably expected to reimburse the expenditures with the proceeds of a borrowing.

(b) Prior Bonds or Notes. No proceeds of the Note will be used to pay or retire any bonds, notes or other evidence of indebtedness previously issued by the Town.

(c) No Sale of Project. The Town does not expect to sell any Project prior to repayment of the Note.

(d) Use in Trade or Business. Not more than 5% of the gross proceeds of the Note are to be used (directly or indirectly) in any trade or business carried on by any person other than a state or local governmental unit. (Use in a trade or business includes all activities carried on by the federal government (including its agencies and instrumentalities), by so-called Section 501(c)(3) organizations and by all other nongovernmental entities other than natural persons, but does not include use as a member of or on the same basis as the general public.) The Town does not have or plan to have any contract or other arrangement not applicable to the general public under which a party, other than the Commonwealth or a local governmental unit, is to have the use of the Project or is to make payments based on costs of the Project rather than system costs.

(e) Private Loans. None of the gross proceeds of the Note are to be used by the Town directly or indirectly to make or finance loans to others. (The foregoing representation does not preclude the financing of a Project whose costs are to be paid by betterment assessments over a period of years.)

-3- We, the members of the Select Board, the Treasurer and the Town Clerk, further certify as follows:

(a) Authorization, Execution and Delivery of Documents. The Financing Agreement, the Project Regulatory Agreement and the Note have been duly authorized, executed and delivered. None of those instruments has been amended or supplemented since its date (except such amendments or supplements which have been approved by the Trust or the Department, as applicable) or repealed and each such instrument remains in full force and effect as of this date.

(b) Open Meeting Law. Except for the town meetings called pursuant to G.L. c.39, §10, all proceedings essential to the issue of the Note and the authorization of the bonds and deliberations of a quorum relating thereto have been taken at a meeting or meetings open to the public; notice of each such meeting was filed in my office and publicly posted in the time and manner set forth in the General Laws, as amended, in effect at the time of each such meeting (Chapter 39, §23B for proceedings occurring prior to July 1, 2010 and Chapter 30A, §§18-25 for proceedings occurring on or after July 1, 2010) and as further suspended, supplemented, amended or modified by the Executive Order of the Governor of The Commonwealth of Massachusetts Suspending Certain Provisions of the Open Meeting Law, Chapter 30A, §20 dated March 12, 2020 (the “Executive Order”) or, if applicable, in accordance with an alternative method of notice prescribed or approved by the Attorney General as set forth in 940 CMR 29.03(2)(b); no deliberations, decision or vote in connection with the Note or bonds were taken in executive session and no vote was taken by secret ballot; and the official record of each such meeting was made available to the public and remains available to the public as set forth in G.L. c.39, §23B or c.30A, §§18-25, as further suspended, supplemented, amended or modified by the Executive Order, as applicable.

(c) Signatures and Incumbency. The signatures of the member of the Select Board and the Treasurer as appearing below are the genuine, electronic, or facsimile signatures of the persons who held those offices when the Agreements and the Note were signed and when they were delivered.

(d) Proceedings. No proceeding essential to the execution, delivery or issue of the Agreements and the Note has been repealed or amended except as stated in paragraph (1) above, and no proceedings have been taken relating to the Agreements and the Note other than those certified to Locke Lord LLP.

(e) Bylaws. The bylaws or votes described below are the only bylaws or standing votes of the Town affecting the authorization, sale or issue of the Note, or the authorization, execution or delivery of the Agreements, and there has been no change therein affecting those matters in any way except as may be indicated below:

Town of Orleans, Massachusetts By-Laws, as certified to Locke Lord LLP on October 9, 2020.

-4- (f) Home Rule. The Town has not further amended its home rule charter adopted May 6, 1987, as amended through June 23, 2020, and the Town has not amended or repealed any special law relating to the Town through the use of home rule procedures except by adoption of the charter.

(g) Development Districts. The Town has not established any development districts pursuant to G.L. c.40Q.

(h) Select Board Vote. Attached hereto is a true copy of the Select Board Vote, which has not been amended or repealed and remains in full force and effect on this date.

[The balance of the page is intentionally left blank.]

-5-

8. Execution of Counterparts and Delivery by Electronic Means. This certificate, as well as any other certificates or documents relating to the Note (collectively, the “Documents”), may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. Delivery of an executed counterpart of a signature page to a Document by electronic mail in a “.pdf” file or by other electronic transmission shall be as effective as delivery of a manually executed counterpart signature page to such Document. Electronic signatures on any of the Documents shall be deemed original signatures for the purposes of the Documents and all matters relating thereto, having the same legal effect as original signatures.

Dated: (Date of delivery of and payment for the Note - to be left blank until delivery)

______Treasurer

______

______Town Clerk

______

______Select Board (Town Seal)

83875902v.1

-6- No. 1 $59,409,200

United States of America The Commonwealth of Massachusetts

TOWN OF ORLEANS INTERIM LOAN NOTE

PRINCIPAL AMOUNT: Fifty-Nine Million Four Hundred Nine Thousand Two Hundred Dollars

The Town of Orleans, Massachusetts (the “Borrower”), for value received, promises to pay to the Massachusetts Clean Water Trust (the “Trust”), upon presentation and surrender hereof, the Principal Amount specified above, or such lesser amount as shall have been advanced from time to time to the Borrower on account of this note in accordance with the Financing Agreement hereinafter referred to, on the Closing Date (as defined in the Financing Agreement) at the principal corporate trust office of U.S. Bank National Association, in the City of Boston, Massachusetts. The date and amount of each advance made on account of this note shall be endorsed on the Schedule of Advances on the reverse hereof by an authorized officer of the Trust. No interest shall accrue and be payable on the Principal Amount of this note.

This note is issued pursuant to Chapter 29C and Chapter 44 of the General Laws as amended for the purpose of financing costs of a water pollution abatement project in anticipation of the proceeds of a loan to the Borrower under and pursuant to Financing Agreement No. CW- 19-33 dated as of August 5, 2020 between the Trust and the Borrower (the “Financing Agreement”). This note shall mature on the Closing Date (as defined in the Financing Agreement) and is a general obligation of the Borrower and the full faith and credit of the Borrower are pledged to the payment of the principal of this note.

Dated: November 1, 2020 TOWN OF ORLEANS, MASSACHUSETTS

By: ______Treasurer

Countersigned:

______

______

______

______

______Select Board

(TOWN SEAL)

SCHEDULE OF ADVANCES

Signature of Date Amount Authorized Officer of the Trust

______

______

______

______

______

______

______

______

______

______

______

______

83875971v.1

VOTE OF THE SELECT BOARD

I, the Clerk of the Select Board of the Town of Orleans, Massachusetts, certify that at a meeting of the board held November 4, 2020, of which meeting all members of the board were duly notified and at which a quorum was present, the following vote was passed, all of which appears upon the official record of the board in my custody:

VOTED: (1) that the Town shall issue a bond or bonds in an aggregate principal amount not to exceed $59,600,800 (the “Bonds”) pursuant to Chapters 29C and 44 of the General Laws and votes of the Town passed May 13, 2019 (Article 16)), which authorized a total borrowing of $47,382,800, and June 20, 2020 (Article 42), which authorized a total borrowing of $12,218,000, for the construction of sewers and other water pollution control facilities identified in such votes (the “Project”);

(2) that in anticipation of the issuance of the Bonds the Treasurer is authorized to issue an interim loan note or notes (the “Notes”) from time to time in an aggregate principal amount not to exceed $59,600,800;

(3) that each Bond or Note shall be issued as a single registered security, and sold to the Massachusetts Clean Water Trust (the “Trust”) at a price determined pursuant to the Financing Agreement;

(4) that the Treasurer is authorized to determine the date, the form, the maximum interest rate and the principal maturities of each Bond and Note, and to execute a Financing Agreement (or Agreements) with the Trust with respect to the sale of the Bonds and Notes, such date, form and maturities and the specific interest rate or rates of the Bonds and Notes to be approved by a majority of the Select Board and the Treasurer and evidenced by their execution of the Bonds or Notes;

(5) that any certificates or documents relating to each Bond and Note (collectively, the “Documents”), may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document; delivery of an executed counterpart of a signature page to a Document by electronic mail in a “.pdf” file or by other electronic transmission shall be as effective as delivery of a manually executed counterpart signature page to such Document; and electronic signatures on any of the Documents shall be deemed original signatures for the purposes of the Documents and all matters relating thereto, having the same legal effect as original signatures

(6) that all action taken to date by the Town and its officers and agents to carry out the Project and its financing, including the execution of any loan commitment or agreement by the Treasurer, are hereby ratified, approved and confirmed; and

(7) that the Treasurer and the other appropriate Town officials are each hereby authorized to take any and all actions necessary or convenient to carry out the provisions of this vote, including execution and delivery of the Financing Agreement(s) and the Project Regulatory Agreement(s) relating to the Project.

I further certify that the vote was adopted at a meeting open to the public, that no vote was taken by secret ballot, that notice stating the place, date, time and agenda of the meeting (which agenda included the adoption of the above vote) was filed with the Town Clerk and a copy thereof posted in a manner conspicuously visible to the public at all hours in or on the municipal building that the office of the Town Clerk is located or, if applicable, in accordance with an alternative method of notice prescribed or approved by the Attorney General as set forth in 940 CMR 29.03(2)(b), at least 48 hours, not including Saturdays, Sundays and legal holidays, prior to the time of the meeting and remained so posted at the time of the meeting, that no deliberations or decisions in connection with the sale of the Bonds or Notes were taken in executive session, and that the official record of the meeting was made available to the public promptly and remains available to the public, all in accordance with G.L c.30A, §§18-25, , as amended, further suspended, supplemented or modified by the Executive Order of the Governor of The Commonwealth of Massachusetts Suspending Certain Provisions of the Open Meeting Law, Chapter 30A, §20 dated March 12, 2020. I further certify that the vote has not been amended, supplemented or revoked and remains in effect on this date.

Dated: November 4, 2020 ______Clerk of the Select Board

83875890v.1

TERMS AND CONDITIONS

TO THE

MASSACHUSETTS CLEAN WATER TRUST

FINANCING AGREEMENT

The following Terms and Conditions are a part of and incorporated into each Financing Agreement (“Financing Agreement”) entered into by and between the Massachusetts Clean Water Trust (together with its successors and assigns, the “Trust”) and each borrower (“Borrower”) pursuant to which the Trust provides financial assistance.

Section 1. Definitions. All capitalized, undefined terms used in these Terms and Conditions and in the Financing Agreement shall have the same meanings given such terms in Section 1 of the Enabling Act and words importing the singular number shall include the plural number and vice versa. In addition, the following words and phrases shall have the following meanings:

“Additional Security” means any additional or special security for the Loan made or Local Governmental Obligations purchased by the Trust, and any moneys, revenues, property, or rights pledged, transferred, or otherwise made available to secure repayment of such Loan or Local Governmental Obligations, including any security agreement, resolution, indenture, trust agreement, pledge, deed, mortgage, or other instrument of security, all as described in Schedule B of the Financing Agreement;

“Administrative Fee” means the fee for the administrative expenses of the Trust relating to the Loan made or Local Governmental Obligations purchased by the Trust calculated as set forth in Schedule A of the Financing Agreement and payable on the Repayment Dates and in the amounts set forth in Schedule C of the Financing Agreement (as such schedule may be amended from time to time in accordance herewith);

“Applicable Authority” means the general or special laws of the Commonwealth or other governing instrument of the Borrower, identified in Schedule A of the Financing Agreement;

“Application” means an application submitted by the Borrower to the Trust and the Department for financial assistance for all or any part of the Costs of the Project, as more fully described in the related Project Approval Certificate;

“Authorized Officer” means the officer or officers of the Borrower, the Trust or the Department, as the case may be, identified in Schedule A of the Financing Agreement;

“Bond Purchase Obligation” shall have the meaning set forth in the recitals to the Financing Agreement;

“Bonds” means the bonds, if any, issued by the Trust that fund or are secured, in part, by the Loan made or Local Governmental Obligations purchased by the Trust and payments to be

1 Terms & Conditions March 2020

made by the Borrower under the Financing Agreement, all as more fully described in the Master Trust Agreement and the applicable Supplemental Master Trust Agreement;

“Business Day” means any day other than a Saturday, a Sunday or any other day on which banks doing business in the Commonwealth are authorized or required to be closed for business;

“Closing Date” shall have the meaning given such term in Section 6 hereof;

“Code” means the Internal Revenue Code of 1986, as amended, and all Treasury Regulations promulgated thereunder to the extent applicable to the Loan, the Bonds or the Local Governmental Obligations;

“Continuing Disclosure Agreement” means the agreement, if any, between the Borrower and the Trust or, as applicable, the trustee under any Borrower’s bond resolution or trust agreement, as it may be amended from time to time, under which the Borrower agrees for the benefit of the owners of the Bonds to provide annual reports and notices of certain events in order to assist the underwriters of the Bonds to comply with the provisions of Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended;

“Department” means the Department of Environmental Protection of the Commonwealth, or any body, agency, officer, or other instrumentality of the Commonwealth that shall hereafter succeed to the powers, duties, and functions of the Department as they relate to the purposes of the Trust under the Enabling Act;

“DEP Regulations” means the regulations of the Department applicable to the Program appearing in 310 CMR 44.00 and, as applicable, 310 CMR 15.00, in each case as such regulations may be amended from time to time;

“Discount Rate” means a rate of interest equal to the “Bond Buyer 20 Bond Index” rate on the date of the Department’s determination that certain costs of the Project are ineligible for financial assistance, pursuant to section 4(c) hereof;

“Drinking Water Revolving Fund” means the fund established and set up on the books of the Commonwealth in accordance with Section 2QQ of Chapter 29 of the General Laws of the Commonwealth;

“Enabling Act” means Chapter 29C of the General Laws, as amended from time to time, under which the Trust is organized and established for the purpose of assisting Eligible Borrowers in the Commonwealth to initiate, acquire, construct, improve, maintain and operate Water Pollution Abatement Projects and Drinking Water Projects;

“Event of Default” means any of the events or circumstances specified in Section 9(a) hereof;

“Federal Act” means, as applicable, (i) Title VI of the Federal Water Pollution Control Act (Pub. L. 92-500, commonly known as the Clean Water Act), as amended by the Federal

2 Terms & Conditions March 2020

Clean Water Act of 1987 (Pub. L. 100-4), as the same may be further amended from time to time, and all regulations of the Environmental Protection Agency applicable thereto as amended from time to time; or (ii) Title XIV of the Federal Public Health Service Act (commonly known as the Safe Drinking Water Act), as amended by the Safe Drinking Water Act Amendments of 1996 (Pub. L. 104-182), as the same may be further amended from time to time, and all regulations of the United States Environmental Protection Agency applicable thereto as amended from time to time;

“Federal Capitalization Grant” means amounts provided to the Trust under one or more agreements between the Trust and the United States of America acting by and through the United States Environmental Protection Agency to be applied in accordance with the applicable Federal Act to fund Loans made, or Local Governmental Obligation purchased, by the Trust:

“Fiscal Year” means the period beginning on July 1 in any year and ending on June 30 in the next succeeding year;

“Initial Obligation Amount” means the amount set forth as the Initial Obligation Amount in Schedule C to the Financing Agreement;

“Interest Rate” means the rate so designated and set forth in Schedule A of the Financing Agreement;

“Interim Loan” shall have the meaning given such term in Section 10 hereof;

“Interim Loan Interest Rate” means the rate, if any, so designated and set forth in Schedule A of the Financing Agreement;

“Interim Loan Note” shall have the meaning given such term in Section 10 hereof;

“Interim Loan Project Account” means the portion allocable to the Project of the applicable Interim Loan Accounts established pursuant to the Master Trust Agreement;

“Local Bond Counsel” means an attorney or firm of attorneys (who may be counsel to any party under the Financing Agreement) of nationally recognized standing in connection with the issuance of obligations similar to the Local Governmental Obligations, selected by the Borrower and satisfactory to the Trust;

“Master Trust Agreement” means the Master Trustee Agreement dated as of January 1, 2015 between the Trust and U.S. Bank National Association, as Master Trustee (the “Master Trustee”);

“Origination Fee” means the fee for the expenses of the Trust relating to the origination of the Loan made or the purchase of the Local Governmental Obligations by the Trust, payable in the amount and on the Payment Date set forth in Schedule C of the Financing Agreement (as such schedule may be amended from time to time in accordance herewith), but in no event shall such fee be greater than 2.6% of the Initial Obligation Amount;

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“Payment Dates” means January 15 and July 15 of each year (commencing on the first such date indicated on Schedule C of the Financing Agreement) or, if any such day is not a Business Day, the next succeeding Business Day;

“Payments” means the payments to be made by the Borrower in repayment of the Loan or the Local Governmental Obligations, as applicable, and the interest, if any, payable thereon, which payments shall be made on the Payment Dates and in the amounts set forth in Schedule C of the Financing Agreement (as such schedule may be amended from time to time in accordance herewith);

“Participating Members” means all cities, towns, districts, commissions or other political subdivisions or instrumentalities of the Commonwealth, if any, which are members of the Borrower or which, by law, contract or otherwise, are service recipients of a System;

“Prepayments” means all payments made by or for the account of the Borrower which reduce or eliminate the principal balance due on the Loan or the Local Governmental Obligations, as applicable, by reason of the prepayment of all or any part of the principal prior to the due date thereof;

“Principal Obligation” means, at any time of calculation, the aggregate unpaid principal amount of the Loan or the Local Governmental Obligations, as applicable, which shall equal the Initial Obligation Amount less all Payments and all Prepayments on account of the principal amount thereof then or theretofore made or provided for by or for the account of the Borrower and received by or for the account of the Trust;

“Program” means the financial assistance program of the Trust established pursuant to the Enabling Act as more fully described in the Master Trust Agreement;

“Project” means each of the Water Pollution Abatement (including, without limitation, any Title 5 Project) or Drinking Water Projects of the Borrower identified in Schedule A of the Financing Agreement and more fully described in the applicable Project Approval Certificate, as the same may be amended from time to time as provided in the related Project Regulatory Agreement;

“Project Account” means the portion allocable to the Project of the Project Fund established pursuant to the Master Trust Agreement;

“Project Approval Certificate” means a certificate issued by the Department in accordance with the Enabling Act and the DEP Regulations approving a Project and the costs thereof to be financed or refinanced by the Loan or Local Governmental Obligations, as more fully described in Schedule A of the Financing Agreement;

“Project Completion Certificate” means the Project Completion Certificate delivered by the Borrower pursuant to the applicable Project Regulatory Agreement;

“Project Cost” or “Costs” means any cost of a Project approved by the Department pursuant to the Enabling Act, the applicable Federal Act and/or the DEP Regulations for

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payment or reimbursement from proceeds of the Loan or an Interim Loan, as applicable, as more fully described in the applicable Project Regulatory Agreement;

“Project Regulatory Agreement” means an agreement between the Department and an Eligible Borrower, executed and delivered to the Trust by such Borrower concurrently with the execution and delivery of the Financing Agreement associated with a Loan made or Local Governmental Obligation purchased to finance a Project approved by the Department; that contains provisions relating to the Department’s regulation and supervision of the Project in accordance with 301 CMR 45.00;

“Supplemental Master Trust Agreement” means any of the supplements to the Master Trust Agreement providing for the issue of Bonds by the Trust.

“System” shall mean the water pollution abatement facilities or drinking water facilities under the control of the Borrower, as identified, if applicable, in Schedule A of the Financing Agreement, and all improvements and additions thereto including, without limitation, the Project;

“Title 5 Project” means a Project for which the Borrower has developed, or been requested by its Participating Members to administer, a community septic management program, constituting a Water Pollution Abatement Project within the meaning of the Enabling Act, to assist eligible homeowners to upgrade failing septic systems and otherwise to comply with the requirements of 310 CMR 15.00 et seq. (“Title 5”) through underlying betterment agreements with such homeowners; and

“Water Pollution Abatement Revolving Fund” means the fund established and set up on the books of the Commonwealth in accordance with Section 2L of Chapter 29 of the General Laws of the Commonwealth.

Section 2. Representations. (a) The Borrower represents and warrants to the Trust as follows:

i) The Borrower is a Local Governmental Unit or other Eligible Borrower, as defined in the Enabling Act, with full legal right and authority under the Enabling Act and the Applicable Authority to authorize, execute, and deliver the Financing Agreement and each Project Regulatory Agreement, to execute, issue and deliver the Local Governmental Obligations, or other evidence of indebtedness, to undertake each Project, to operate its System, if any, and to carry out and consummate all transactions contemplated by the foregoing;

ii) The Borrower and, to the extent required by the Enabling Act or the Applicable Authority, each Participating Member thereof, if any, has duly and validly authorized the execution and delivery of the Financing Agreement, each Project Regulatory Agreement, and the Local Governmental Obligations, or other evidence of indebtedness, and all approvals, consents, and other governmental or corporate proceedings necessary for the execution and delivery of any of the foregoing or required to make them the legally binding obligations of the Borrower that they purport to be, in accordance with their terms, have been obtained or made;

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iii) No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, other than as disclosed to the Trust and the Department, is pending or, to the knowledge of the Authorized Officers of the Borrower executing the Financing Agreement, threatened (1) seeking to restrain or enjoin the execution and delivery of the Financing Agreement, any Project Regulatory Agreement, any Additional Security, or the Local Governmental Obligations, or other evidence of indebtedness, or the construction or operation of any Project or (2) contesting or affecting the validity of the Financing Agreement, any Project Regulatory Agreement, any Additional Security, or the Local Governmental Obligations, or other evidence of indebtedness, or the power of the Borrower and, to the extent provided by law, each Participating Member thereof, if any, to pledge and apply any revenues or to assess and collect, as applicable, betterments, taxes, rates and charges to pay such Payments and all other costs and expenses of any Project and the System, if any; and neither the corporate existence of the Borrower nor the title to office of any Authorized Officer of the Borrower executing the Financing Agreement, any Project Regulatory Agreement, any Additional Security, or the Local Governmental Obligations, or other evidence of indebtedness, is being contested;

iv) The authorization, execution and delivery of the Financing Agreement, each Project Regulatory Agreement, any Additional Security, and the Local Governmental Obligations, or other evidence of indebtedness, and performance of each thereof, will not constitute a breach of, or a default under, any law, ordinance, resolution, agreement, indenture or other instrument to which the Borrower is a party or by which it or any of its properties is bound; and

v) The Financing Agreement, the Loan and any Additional Security are, and when executed and delivered the Local Governmental Obligations, or other evidence of indebtedness, if any, will be, (1) valid general obligations of the Borrower, for the payment of which its full faith and credit are and will be pledged, enforceable in accordance with their terms and the terms of the Enabling Act and the Applicable Authority, and payable as to principal, premium, if any, and interest (to the extent not paid from other sources) from (a) taxes which may be levied upon all taxable property within the territorial boundaries of the Borrower, subject only to the limit imposed by Chapter 59, Section 21C of the General Laws of the Commonwealth to the extent applicable to the Local Governmental Obligations, provided that taxes levied on certain taxable property located within a development district, if any, established by the Borrower pursuant to Chapter 40Q of the General Laws may be restricted and unavailable to pay debt service on the Local Governmental Obligations or (b) sums which may be annually apportioned and assessed by the Borrower on its Participating Members pursuant to the Applicable Authority, or (2) valid obligations of the Borrower, enforceable in accordance with their terms and the terms of the Enabling Act and the Applicable Authority, payable from any Additional Security and secured by a valid pledge of and lien on and perfected security interest in such Additional Security, all to the extent provided therein and in Schedule B to the Financing Agreement.

(b) The Trust represents and warrants to the Borrower as follows:

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i) The Trust has the full legal right and authority under the Enabling Act to authorize, execute and deliver the Financing Agreement;

ii) The Trust has duly and validly authorized the execution of the Financing Agreement; and, at or prior to the Closing Date, all approvals, consents, and governmental proceedings necessary to make the execution and delivery of the Financing Agreement the legally binding obligation of the Trust have been obtained or completed;

iii) No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body is pending or, to the knowledge of the Authorized Officers of the Trust executing the Financing Agreement, threatened seeking to restrain or enjoin the execution and delivery of the Financing Agreement, or contesting or affecting the validity thereof or hereof; and neither the existence of the Trust nor the title to office of any Trustee of the Trust or any Authorized Officer of the Trust executing the Financing Agreement is being contested;

iv) The authorization, execution and delivery of the Financing Agreement, and performance thereof, will not constitute a breach of, or a default under, any law, resolution, agreement, indenture or other instrument to which the Trust is a party or by which it is bound; and

v) The Financing Agreement is a valid obligation of the Trust, enforceable in accordance with its terms and the terms of the Enabling Act.

Section 3. The Loan or Bond Purchase Obligation. (a) On the terms and conditions provided herein, in the Financing Agreement, and in the Project Regulatory Agreement, the Trust hereby agrees (i) to make and disburse the Loan to the Borrower and the Borrower agrees to accept the Loan or (ii) to purchase the Local Governmental Obligations from the Borrower and the Borrower agrees to issue and sell the Local Governmental Obligations to the Trust, in each case in an aggregate amount equal to the Initial Obligation Amount; provided, however, that if the Project Regulatory Agreement is revoked or otherwise terminated by the Department for any reason prior to the disbursement of proceeds of the Loan to the Borrower or the purchase of the Local Governmental Obligations from the Borrower, then the obligation of the Trust to make and disburse the Loan to the Borrower, including without limitation the obligation of the Trust to make and disburse any Interim Loan or to purchase the Local Governmental Obligations from the Borrower, shall be null and void and the Financing Agreement shall terminate. For purposes of compliance with provisions of the applicable Federal Act restricting the use of moneys within the Water Pollution Abatement Revolving Fund and the Drinking Water Revolving Fund, any Local Governmental Obligations purchased pursuant to a Bond Purchase Obligation shall be deemed to be held for the credit of the Water Pollution Abatement Revolving Fund.

(b) In addition to the conditions provided in Section 6 hereof, the Borrower acknowledges that the obligation of the Trust to make the Loan or to purchase the Local Governmental Obligations and to disburse the proceeds thereof to the Borrower in whole or in part as provided in Section 7 hereof is conditional upon the receipt by the Trust on or before such date of moneys available to the Trust for such purpose in amounts sufficient to fund the amount

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of the Loan to be disbursed on such date. Subject to compliance with the applicable Federal Act, the Enabling Act and the Master Trust Agreement, the Trust shall draw upon and apply such lawfully available funds as promptly as practicable and as lawfully permitted and shall deposit or cause the Master Trustee to deposit the amounts so received or so much thereof as the Trust shall direct in the Project Accounts at and in the amounts directed by the Trust until the aggregate amount so deposited equals the Initial Obligation Amount (or such lesser amount). Amounts deposited in the Project Accounts shall be applied as provided herein and in the Master Trust Agreement.

(c) The Borrower agrees to issue and deliver the Local Governmental Obligations, or other evidence of indebtedness, to the Trust on the Closing Date in aggregate principal amount equal to the Initial Obligation Amount. Subject to Section 11 hereof, the Local Governmental Obligations, or other evidence of indebtedness, shall be issued in such form as shall be approved by the Trust and shall be payable on the Payment Dates and in the aggregate amounts as to principal and interest corresponding to the Payments required under the Financing Agreement. Except as otherwise provided in Section 4 hereof, the Principal Obligation, and the corresponding principal amount of the Local Governmental Obligations, or other evidence of indebtedness,, shall mature and bear interest in the amounts for each Payment specified in Schedule C of the Financing Agreement.

(d) Each Payment made by or for the account of the Borrower under the Financing Agreement shall satisfy the corresponding obligation of the Borrower to pay the principal and interest, if any, then due on the Local Governmental Obligations, or other evidence of indebtedness, as the same becomes due on the applicable payment dates therefor, and each payment of principal and interest made by the Borrower on the Local Governmental Obligations, or other evidence of indebtedness, shall satisfy the obligation of the Borrower to pay the corresponding Payment then due under the Financing Agreement.

(e) Unless otherwise provided in the Local Governmental Obligations, or other evidence of indebtedness, the obligation of the Borrower to pay on each Payment Date the Payments then due in accordance with the Financing Agreement and the principal and interest, if any, then due on the Local Governmental Obligations, or other evidence of indebtedness, is (i) a general obligation of a Local Governmental Unit Borrower payable, as to principal, premium, if any, and interest (to the extent not paid from other sources) from (1) taxes which may be levied upon all taxable property within the territorial boundaries of the Borrower, subject only to the limit imposed by Chapter 59, Section 21C of the General Laws of the Commonwealth to the extent applicable to the Local Governmental Obligations, provided that taxes levied on certain taxable property located within a development district, if any, established by the Borrower pursuant to Chapter 40Q of the General Laws may be restricted and unavailable to pay debt service on the Local Governmental Obligations or (2) sums which may be annually apportioned and assessed by the Borrower on its Participating Members pursuant to the Applicable Authority, or (ii) a general or special obligation of an Eligible Borrower payable from any Additional Security as set forth therein or in the Financing Agreement and secured by a valid pledge of and lien on and perfected security interest in any Additional Security, all as provided in Schedule B to the Financing Agreement.

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Section 4. Payments. (a) Except as otherwise provided in this Section 4, the Principal Obligation shall be repaid by the Borrower, and Payments on account of such Principal Obligation and interest thereon, if any, shall be payable by the Borrower, on the Payment Dates and in the amounts set forth in Schedule C of the Financing Agreement. In addition to such Payments payable under the Financing Agreement, the Borrower shall pay to the Trust the Administrative Fee and the Origination Fee on the Payment Dates and in the amounts set forth in Schedule C of the Financing Agreement, which fees shall be subject to annual appropriation by the Borrower. The Trust and the Borrower acknowledge and agree that the schedule of Payments set forth in Schedule C of the Financing Agreement results in the Loan being the financial equivalent of a loan to the Borrower at the Interest Rate.

(b) The Trust shall provide the Borrower with written notice of each Payment, Administrative Fee and the Origination Fee due under the Financing Agreement not less than ten (10) Business Days in advance of the applicable Payment Date (provided failure by the Trust to provide such notice or any defect therein shall not diminish the obligation of the Borrower to pay such Payment, Administrative Fee and the Origination Fee in the amounts and at the time provided herein). On or prior to each Payment Date, the Borrower shall pay to, the Master Trustee for the account of the Trust, by wire transfer to such account or otherwise in such manner as the Trust may from time to time designate to the Borrower, (i) the Payment then due as set forth in Schedule C of the Financing Agreement, as such schedule may be amended from time to time as provided in this Section 4, and (ii) the Administrative Fee due on such Payment Date set forth in said Schedule C, and (iii) on the first Payment Date, the Origination Fee then due on the Loan or Local Governmental Obligations set forth in said Schedule C. Except as otherwise provided in Section 9(e) hereof, all such payments made by the Borrower under the Financing Agreement shall be applied, first, to the interest, if any, on the Loan or Local Governmental Obligations then due and payable, second, to the principal amount of the Loan then due and payable, third, to the Administrative Fee then due and payable and, fourth, to the Origination Fee then due and payable. Any portion of a Payment or Administrative Fee or Origination Fee not paid in full when due shall bear interest under the Financing Agreement until paid at twelve percent (12%) per annum.

(c) The Borrower acknowledges that the Department, in the exercise of its audit procedures under each Project Regulatory Agreement, may reclassify certain Project Costs paid from amounts deposited in a Project Account as ineligible for financial assistance under Section 6 of the Enabling Act. In such event, unless the Borrower shall elect to repay such amount to the Project Account as hereinafter provided, on and after the date of such determination by the Department, a portion of the Principal Obligation (determined on a Pro-Rata Basis as hereinafter defined), equal to the amount of such ineligible Project Costs, shall bear interest at the Discount Rate at the time of such determination. As used in this Paragraph (c), the term “Pro-Rata Basis” means the portion of each Payment allocable to the principal amount of the Loan payable under the Financing Agreement subsequent to the date of a determination by the Department as described in this Paragraph (c) as is equal, as nearly as practicable, to the ratio by which the amount of ineligible Project Costs paid from the applicable Project Account bears to the total Principal Obligation then outstanding. Upon any such occurrence the Trust shall recalculate the Payments thereafter payable with respect to the Loan, shall certify such amounts to the Borrower and shall amend Schedule C of the Financing Agreement to reflect the increased Payments thereafter payable under the Financing Agreement, and shall surrender the Local Governmental

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Obligations, or other evidence of indebtedness, to the Borrower in exchange for an amended or substitute Local Governmental Obligations, or other evidence of indebtedness, reflecting such change in Payments. Notwithstanding the foregoing, within thirty (30) Business Days of receipt by the Borrower from the Department or the Trust of written notice that an amount of Project Costs paid from a Project Account has been determined by the Department pursuant to the applicable Project Regulatory Agreement to be ineligible for financial assistance under Section 6 of the Enabling Act, the Borrower may (and shall upon demand of the Department with respect to any such amount determined by the Department to be ineligible for funding under the applicable Federal Act) repay such amount to the Trust for redeposit in the Project Account and the amount so repaid shall be deemed to not have been disbursed from the Project Account for ineligible Project Costs for purposes of this Paragraph (c).

(d) The Borrower further acknowledges that the Department, in the exercise of its rights under the Project Regulatory Agreement, may terminate the Project Regulatory Agreement after disbursement to the Borrower of some or all of the amounts deposited in a Project Account. In such event, the obligation of the Trust to disburse amounts on deposit in a Project Account to the Borrower shall terminate and the Borrower shall repay to the Trust the amount theretofore disbursed from the Project Account within thirty (30) days of receipt by the Borrower from the Trust of written notice that the Project Regulatory Agreement has been terminated by the Department and, until so repaid, such amount shall bear interest at the Interest Rate.

(e) Notwithstanding any provision of the Financing Agreement to the contrary, the Borrower and the Trust acknowledge and agree that Schedule C of the Financing Agreement incorporates a schedule of Payments calculated based on the assumption that the Closing Date will be the date indicated in Schedule A of the Financing Agreement. If the Closing Date is different from the date indicated in said Schedule A, the Trust will amend Schedule C to the Financing Agreement (and deliver to the Borrower a copy thereof together with the notice of change in the Closing Date the Trust is required to provide to the Borrower pursuant to Section 6(a) hereof) to adjust the Payments to take into account the actual Closing Date and the accrual of interest on the Loan or Local Governmental Obligations from such date.

(f) Notwithstanding anything in the Financing Agreement or in the Project Regulatory Agreement to the contrary, all amounts received by the Borrower on or after the Closing Date in payment or prepayment of the obligations of homeowners under the underlying betterment agreements made in connection with a Title 5 Project shall be applied by the Borrower either (i) to assist eligible homeowners to upgrade failing septic systems and otherwise to comply with Title 5 through additional betterment agreements with homeowners, or (ii) to pay or provide for all or a portion of the Payments due on the Loan under the Financing Agreement.

Section 5. Prepayments. (a) The Principal Obligation shall not be subject to prepayment at the option of the Borrower prior to maturity without the prior written consent of the Trust.

(b) The Principal Obligation, and the corresponding principal amount of the Loan or the Local Governmental Obligations, shall be subject to prepayment in part to the extent of any balance remaining in a Project Account upon the receipt by the Trust of the applicable Project Completion Certificate as provided in Section 7(d) hereof at a prepayment price equal to (i) the Principal Obligation so prepaid plus interest, if any, accrued thereon to the prepayment date, plus

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(ii) an amount equal to all costs of the Trust incurred in connection with such prepayment (including without limitation trustee’s fees and expenses, reasonable attorney’s fees, and costs, if any, of any corresponding redemption of Bonds, if applicable).

(c) The Principal Obligation, and the corresponding principal amount of the Loan or the Local Governmental Obligations, shall be subject to prepayment at the request of the Trust in whole or in part upon not less than thirty (30) days’ notice to the Borrower to the extent of any balance remaining in a Project Account upon a date designated by the Trust, which date shall be not earlier than twenty (20) months or later than twenty-four (24) months following the Closing Date, at a prepayment price equal to the Principal Obligation so prepaid plus interest, if any, accrued thereon to the prepayment date. In the event that the Loan or Local Governmental Obligation is prepaid pursuant to this Section 5(c) and the Project has not been completed, the Trust shall, upon the request of the Borrower and approval of the Department, execute and deliver to the Borrower an additional Financing Agreement providing for a replacement loan, or the purchase by the Trust of a replacement Local Governmental Obligation from the Borrower, in a principal amount not greater than the Principal Obligation of the Loan or Local Governmental Obligation so prepaid and with a schedule of Payments thereon which will result in such replacement loan, in the case of a replacement loan, being the financial equivalent of a loan to the Borrower at the Interest Rate.

(d) Unless the Trust shall otherwise agree, any balance in a Project Account, and any Prepayment under the Financing Agreement of less than all of the Principal Obligation, shall be applied to the prepayment of the portion of each Payment that is allocable to the principal of the Loan or Local Governmental Obligations in accordance with the ratio that the amount of such Payment that is allocable to principal bears to the aggregate amount of all Payments that are allocable to principal. Upon any prepayment of the Loan or Local Governmental Obligations in part, the Trust shall amend the schedule of Payments set forth in Schedule C to the Financing Agreement to reflect such prepayment.

Section 6. Closing. (a) In addition to the conditions provided in Section 3 of these Terms and Conditions, the obligation of the Trust to make and fund the Loan is expressly conditional upon the receipt by the Trust on or before the Closing Date (which date shall be the date set forth in Schedule A of the Financing Agreement or such earlier or later date as may be designated by the Trust by written notice delivered to the Borrower not less than twenty (20) days prior to such earlier date or, if the Closing Date is to be a later date, not less than twenty (20) days prior to the date set forth in Schedule A of the Financing Agreement) of the following, each in form and substance satisfactory to the Trust:

i) Copies, certified by an Authorized Officer of the Borrower, of all governmental or corporate proceedings of the Borrower authorizing the Loan or issuance of the Local Governmental Obligations and the execution and delivery of the Financing Agreement, each Project Regulatory Agreement and the Local Governmental Obligations, or other evidence of indebtedness;

ii) A certificate or certificates of Authorized Officers of the Borrower confirming as of the Closing Date the representations and warranties of the Borrower in Section 2 hereof;

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iii) A certificate of Authorized Officers of the Borrower as to the due authorization, execution and delivery of the Financing Agreement, each Project Regulatory Agreement, any Additional Security, and the Local Governmental Obligations, or other evidence of indebtedness, and to the effect that (x) none of the foregoing instruments have been amended or supplemented since their date (except such amendments or supplements which have been approved by the Trust or the Department, as applicable, or which under the terms of the applicable instrument may be executed and delivered or adopted by the Borrower without the consent of the Trust or the Department) or repealed and that each such instrument remains in full force and effect as of the Closing Date, and (y) as of the Closing Date, no Event of Default or Default, as applicable, and no event which with the passage of time or the giving of notice may become or may be declared to be an Event of Default or a Default, shall have happened and shall be continuing under the Financing Agreement or any Project Regulatory Agreement or any Additional Security;

iv) An opinion of Local Bond Counsel to the effect that the Financing Agreement, each Project Regulatory Agreement, any Additional Security and the Local Governmental Obligations, or other evidence of indebtedness, and the execution and delivery thereof, as applicable, have been duly authorized by the Borrower in accordance with the Applicable Authority; the Financing Agreement and each Project Regulatory Agreement and any Additional Security have been duly and validly executed and delivered by the Borrower, as applicable, and each constitutes a valid and binding obligation of the Borrower enforceable in accordance with its terms; the Local Governmental Obligations, or other evidence of indebtedness, and any Additional Security have been duly and validly executed by or on behalf of the Borrower and delivered to or upon the order of the Trust in accordance with the Financing Agreement and the Applicable Authority; and the Local Governmental Obligations, or other evidence of indebtedness, and any Additional Security constitute, as applicable, (1) valid and binding general obligations of the Borrower enforceable in accordance with their terms and payable as to principal, premium, if any, and interest (to the extent not paid from other sources) from (a) taxes which may be levied upon all taxable property within the territorial boundaries of the Borrower, subject only to the limit imposed by Chapter 59, Section 21C of the General Laws of the Commonwealth to the extent applicable to the Local Governmental Obligations, provided that taxes levied on certain taxable property located within a development district, if any, established by the Borrower pursuant to Chapter 40Q of the General Laws may be restricted and unavailable to pay debt service on the Local Governmental Obligations or (b) sums which may be annually apportioned and assessed by the Borrower on its Participating Members pursuant to the Applicable Authority, or (2) valid and binding obligations of the Borrower enforceable in accordance with their terms and the terms of any Additional Security and entitled to the benefits thereof and the Applicable Authority (in rendering the foregoing opinion, such counsel may take an exception on account of bankruptcy, insolvency and other laws affecting creditors’ rights generally and to the exercise of judicial discretion in accordance with general equitable principles);

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v) The Local Governmental Obligations, or other evidence of indebtedness, in such denominations and registered to such registered owners, as the Trust shall designate pursuant to Section 11 hereof;

vi) To the extent required under Section 8(f) hereof, a Continuing Disclosure Agreement, duly executed by the Borrower, in form and substance satisfactory to the Trust; and

vii) Such further instruments, certificates and opinions as the Trust or its counsel may reasonably request to confirm, as of the Closing Date, the truth and accuracy of the statements made herein and in each Application by the Borrower and compliance, as of the Closing Date, by the Borrower with the provisions hereof and of each Project Regulatory Agreement, the Enabling Act, the Applicable Authority, and the applicable Federal Act.

(b) In addition to any other conditions expressly provided herein, the obligation of the Borrower to accept the Loan and/or issue the Local Governmental Obligations, or other evidence of indebtedness, to the Trust on the Closing Date is expressly conditioned upon the delivery to the Borrower or to the Master Trustee, if applicable, on or before the Closing Date of the following, each to be in form and substance satisfactory to the Borrower and to be made available to the Borrower upon its request:

i) Copies, certified by an Authorized Officer of the Trust, of all governmental proceedings of the Trust authorizing the Loan and the execution and delivery of the Financing Agreement;

ii) A certificate or certificates of an Authorized Officer of the Trust confirming as of the Closing Date the representations and warranties of the Trust in Section 2 hereof; and

iii) An opinion or opinions of counsel to the Trust (who may also be counsel to the Borrower) to the effect that the Trust is duly created and validly existing under the Enabling Act and has the right and power thereunder to execute the Financing Agreement and, if applicable, to make the Loan; the Financing Agreement and the execution and delivery thereof by the Trust have been duly and lawfully authorized by the Trust; and that the Financing Agreement has been duly and lawfully executed and delivered by the Trust, is in full force and effect and is valid and binding on the Trust and enforceable in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and to the exercise of judicial discretion in accordance with general equitable principles).

Section 7. Disbursement of Proceeds. (a) On the Closing Date the Trust shall credit to the payment of the principal of the Interim Loan, if any, such portion of the proceeds of the Loan or Local Governmental Obligations as shall be necessary to pay such principal in full after credit for any proceeds of the Interim Loan remaining on deposit on such date in any Interim Loan Project Account. Any proceeds of the Loan or Local Governmental Obligations remaining after payment of the principal of the Interim Loan, if any, shall be deposited in the Project Account

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and applied by the Trust to finance or refinance Costs of the Project as provided herein, in the related Project Regulatory Agreement and in the Master Trust Agreement. Only amounts on deposit in the Project Account representing moneys of the Trust deposited therein as provided in the Financing Agreement and the Master Trust Agreement shall be available to pay Costs of the Project. Amounts in the Project Account shall be invested by the Trust, and all earnings on investment or deposit of amounts in the Project Account shall be applied by the Trust as provided in the Master Trust Agreement. The Borrower shall have no interest in such earnings.

(b) So long as no Event of Default shall have happened and be continuing hereunder or under the Financing Agreement, but subject to Section 3(b) and Section 10 of these Terms and Conditions, within a reasonable period of time from receipt by the Trust of one or more requisitions in form satisfactory to the Trust signed by an Authorized Officer of the Borrower and approved by the Department as provided in the applicable Project Regulatory Agreement, the Trust shall disburse or direct the Master Trustee to disburse to or for the account of the Borrower as directed in such requisitions the amount or amounts set forth therein and approved by the Department solely to finance or, to the extent provided in the applicable Project Regulatory Agreement, refinance Costs of the applicable Project.

(c) Notwithstanding anything herein or in any Project Regulatory Agreement to the contrary, if all or any portion of the Project Costs financed under the Financing Agreement shall have been paid by the Borrower from the proceeds of outstanding notes or other temporary indebtedness issued or incurred in anticipation of the Loan or Local Governmental Obligations, any amount paid to the Borrower pursuant to this Section 7 in reimbursement for such Costs shall be held and applied by the Borrower (unless otherwise approved by the Trust) solely to pay or provide for the principal of such notes or other indebtedness when due in accordance with the Enabling Act and the Applicable Authority. The Borrower acknowledges that the Trust shall have no responsibility for the holding, investment or application of any amounts paid to or for the account of the Borrower for such purpose. Notwithstanding anything herein to the contrary if on the Closing Date any Interim Loan shall be outstanding and unpaid under Section 10 of the Financing Agreement, the Trust shall apply to the payment of the principal of the Interim Loan such portion of the proceeds of the Loan or Local Governmental Obligations as shall be necessary to pay such principal in full after credit for any proceeds of the Interim Loan remaining on deposit on such date in any Interim Loan Project Account allocable to the Borrower pursuant to Section 10.

(d) Upon receipt by the Trust of the Project Completion Certificate for a Project described in the related Project Regulatory Agreement, any balance remaining on deposit in the applicable Project Account not then payable to or for the account of the Borrower in accordance with the Project Completion Certificate shall be applied at the direction of the Borrower with the prior approval of the Trust to (i) additional Costs of the applicable Project upon amendment of the definition thereof approved by the Department or (ii) the prepayment of the Principal Obligation as provided in Section 5(b) hereof.

(e) Notwithstanding anything herein or in any Project Regulatory Agreement to the contrary, the Trust shall not be required to deposit in each Project Account established in accordance with the Financing Agreement an amount in the aggregate in excess of the eligible Costs of the applicable Project to be financed or refinanced by the Loan or the Local

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Governmental Obligations as set forth in the applicable Project Approval Certificate and the related Project Regulatory Agreement. In addition, the Trust shall not be required to make any deposits to a Project Account or to direct the Master Trustee to disburse therefrom any amount to or for the account of the Borrower while an Event of Default shall have occurred and be continuing hereunder or under the Financing Agreement or, if directed by the Department, while a Default (as defined in the related Project Regulatory Agreement) shall have occurred and be continuing under the related Project Regulatory Agreement. If an Event of Default shall have occurred and be continuing hereunder or under the Financing Agreement, the Trust may apply amounts on deposit in any Project Account to remedy such default as provided in Section 9(b) hereof and the amount available under the Financing Agreement for Project Costs will be correspondingly reduced.

Section 8. Particular Covenants of the Borrower. The Borrower covenants and agrees as follows:

(a) The Borrower is duly authorized under the Enabling Act, the Applicable Authority and all other applicable law to authorize the execution and delivery of the Financing Agreement, each Project Regulatory Agreement, any Additional Security, and the Local Governmental Obligations, or other evidence of indebtedness, to accept the Loan, to undertake each Project and to perform and consummate all transactions contemplated by the foregoing. For so long as the Loan or the Local Governmental Obligations shall be outstanding, the Borrower shall comply with the provisions hereof and each Project Regulatory Agreement and any Additional Security and all provisions of law applicable to the Loan, each Project, any Additional Security, and the Local Governmental Obligations, or other evidence of indebtedness, including without limitation the Enabling Act, the Applicable Authority, the applicable Federal Act and the DEP Regulations, and shall take all actions necessary to fulfill its obligations under the Financing Agreement and under any of the foregoing.

(b) At the date hereof and at the Closing Date, no mortgage, pledge, lien, security interest or other encumbrance exists or will exist in or upon, or is or will be otherwise outstanding with respect to (1) any Project or the System, if any, or any part thereof or (2) all or any part of, as applicable, the betterments, rates, charges or other revenues derived by the Borrower from its ownership and operation thereof or (3) any Additional Security. For so long as the Loan or the Local Governmental Obligations shall be outstanding, without the prior written consent of the Trust, the Borrower shall not mortgage, pledge, grant any lien on or security interest in or otherwise encumber or permit the encumbrance of, any Project or the System, if any, or, as applicable, the betterments, rates, charges or other revenues derived by the Borrower from its ownership and operation thereof or any part thereof or any Additional Security unless simultaneously therewith the Borrower shall grant to the Trust to further secure its obligations under the Financing Agreement and the Local Governmental Obligations, or other evidence of indebtedness, a mortgage, pledge, lien on or security interest in such property superior to such new encumbrance.

(c) The Borrower shall apply the proceeds of the Loan or the Local Governmental Obligations solely to the payment or reimbursement of Project Costs, or to the refinancing of the same as provided in each Project Regulatory Agreement, or as otherwise provided herein and in each Project Regulatory Agreement.

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(d) The Borrower acknowledges that by accepting the Loan or selling the Local Governmental Obligations it may be a sub-recipient of federal financial assistance under the federal Single Audit Act of 1984, as amended by the Single Audit Act Amendments of 1996 (the “SAA”). The Borrower further acknowledges that a Project financed or refinanced under the Financing Agreement may be designated by the Trust as a project to which the SAA shall apply. In such event, the Borrower shall conduct a single audit of its use of federal financial assistance for the Project in accordance with the reporting requirements of Office of Management and Budget Circular A-133. Whether or not a Project is so designated, for so long as the Loan or the Local Governmental Obligations shall be outstanding the Borrower shall maintain all records and accounts pertaining to the Loan or the Local Governmental Obligations, each Project and the System, if any, for such period and as otherwise required by the applicable Federal Act, the DEP Regulations and each Project Regulatory Agreement and shall furnish to the Trust and the Department all reports thereon at the times and in the form required by the applicable Federal Act, the DEP Regulations and each Project Regulatory Agreement or as otherwise reasonably requested by the Trust or the Department. The Borrower shall permit the Trust or any party designated by it upon reasonable prior notice to the Borrower to examine, visit and inspect each Project and the System, if any, and to inspect and make copies of any accounts, books and records of the Borrower pertaining to the Project, the System, if any, the Loan or the Local Governmental Obligations.

(e) If any Event of Default described in clause (i) of Paragraph (a) of Section 9 hereof shall occur and be continuing, the Borrower shall promptly upon request of the Trust provide such information to the Trust as shall be necessary for the Trust to exercise the rights provided in Section 11 of the Enabling Act with respect to the Local Aid Distributions of the Borrower and, as applicable, any Participating Member thereof and any parent governmental unit of the Borrower and any such Participating Member. In addition, the Borrower shall provide written notice to the Trust if at any time while the Loan is outstanding any Participating Member of the Borrower shall fail to pay to the Borrower all or any part of any assessment levied by the Borrower on account of any Payment and such failure shall not be cured within ten (10) Business Days of the due date of such assessment, such notice to be provided to the Trust no later than the close of business on the Business Day next preceding the expiration of such grace period.

(f) The Trust shall provide written notice to the Borrower if at any time the Borrower shall constitute an obligated person with respect to the Bonds within the meaning of Rule 15c2- 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Thereafter, for so long as the Borrower shall constitute an obligated person, the Borrower will comply with and carry out all of the provisions of the Continuing Disclosure Agreement applicable to it and the Local Governmental Obligations. The Trust shall have no liability to the owners of the Bonds or any other person with respect to such disclosure matters. Notwithstanding any other provision of the Financing Agreement, failure of the Borrower to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default under the Financing Agreement; provided, however, that the Trust may (and at the request of the owners of at least 25% in aggregate principal amount of the Bonds outstanding shall), or any owner (including a beneficial owner) of the Bonds may, take such actions as may be necessary or appropriate, including seeking mandate or specific performance by court order, to cause the Borrower to comply with its obligations under this clause (f).

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(g) (i) With respect to a Project for construction that is not a Title 5 Project, the Borrower agrees to comply with the prevailing wage rate requirements of the so-called “Davis- Bacon Act” made applicable by Section 513 of the Clean Water Act (33 U.S.C. 1372) or Section 1450(e) of the Drinking Water Act (42 U.S.C. 300j-9(e)), as applicable. The Borrower shall be responsible for monitoring compliance of contractors and subcontractors concerning federal wage rates under the Davis-Bacon Act requirements. In this regard, the Borrower shall review certified payrolls, conduct employee interviews and complete any other actions required to determine such compliance, using forms approved by the Department;

(ii) With respect to a Clean Water Project for a treatment works (other than a Title 5 Project) or a Drinking Water Project for public water systems, the Borrower agrees to comply with the requirements of Section 436 of Public Law 113-76 (the “American Iron and Steel Requirement”), except as described below. The Borrower acknowledges and agrees that the American Iron and Steel Requirement includes, among others, the requirement that all of the iron and steel products used in the Project are to be produced in the United States unless (i) the Borrower has requested and obtained a waiver from the United States Environmental Protection Agency with respect to the Project or (ii) the Department has advised the Borrower in writing that the American Iron and Steel Requirement is not applicable to the Project; and

(iii) With respect to a Clean Water Project for repair, replacement or expansion of a treatment works, the Borrower agrees (1) to develop and implement a fiscal sustainability plan applicable to the Project that includes: an inventory of critical assets that are a part of the treatment works; an evaluation of the condition and performance of inventoried assets or asset groupings; a certification that the Borrower has evaluated and will be implementing water and energy conservation efforts as part of the plan; and a plan for maintaining, repairing and, as necessary, replacing the treatment works and a plan for funding such activities; and (2) to certify, as a condition of the final disbursement of the proceeds of the Loan, that the Borrower has developed and implemented a plan that meets the requirements under clause (1).

(h) The Borrower will maintain accounts with respect to the Project according to generally accepted accounting principles as issued by the Governmental Accounting Standards Board (GASB), including the standards relating to the reporting of infrastructure assets pursuant to GASB Statement No. 34, or any successor thereto.

(i) For so long as the Loan or Local Governmental Obligations shall be outstanding, the Borrower shall duly observe and comply with each of the additional covenants and conditions set forth in Schedule B of the Financing Agreement.

Section 9. Defaults and Remedies.

(a) The occurrence of any of the following events shall constitute, and is herein defined to be, an Event of Default under the Financing Agreement and the Local Governmental Obligations, or other evidence of indebtedness:

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(i) if the Borrower shall fail to pay when due all or any part of any Payment payable under the Financing Agreement or applicable Local Governmental Obligations, or other evidence of indebtedness;

(ii) if the Borrower shall fail to pay when due any installment of the Administrative Fee payable under the Financing Agreement or the Origination Fee or any portion thereof and such failure shall continue for a period of thirty (30) days after written notice thereof shall be given to the Borrower by the Trust;

(iii) if the Borrower shall fail to perform and observe any other covenant, agreement or condition on its part provided in the Financing Agreement or in the Local Governmental Obligations, or other evidence of indebtedness, or in any Additional Security and such failure shall continue for a period of thirty (30) days after written notice thereof shall be given to the Borrower by the Trust; provided if such failure cannot be remedied within such thirty (30) day period, it shall not constitute an Event of Default under the Financing Agreement if corrective action satisfactory to the Trust is instituted by the Borrower within such period and diligently pursued until the failure is remedied;

(iv) if any representation or warranty made by or on behalf of the Borrower in the Financing Agreement or in any Application or in any Additional Security shall prove to have been incorrect or to be misleading in any material respect as and when made;

(v) if (x) an order, judgment or decree is entered by a court of competent jurisdiction (a) appointing a receiver, trustee, or liquidator for the Borrower or the whole or any substantial part of any Project or the System, if any, (b) granting relief in involuntary proceedings with respect to the Borrower under the federal bankruptcy act, or (c) assuming custody or control of the Borrower or of the whole or any substantial part of any Project or the System, if any, under the provision of any law for the relief of debtors, and the order, judgment or decree is not set aside or stayed within sixty (60) days from the date of entry of the order, judgment or decree or (y) the Borrower (a) admits in writing its inability to pay its debts generally as they become due, (b) commences voluntary proceedings in bankruptcy or seeking a composition of indebtedness, (c) makes an assignment for the benefit of its creditors, (d) consents to the appointment of a receiver of the whole or any substantial part of any Project or the System, if any, or (e) consents to the assumption by any court of competent jurisdiction under any law for the relief of debtors of custody or control of the Borrower or of the whole or any substantial part of any Project or the System, if any, or (z) legislation shall be enacted by the Commonwealth (a) appointing a receiver or trustee for the Borrower or the whole or any substantial part of any Project or the System, if any, or (b) assuming custody or control of the Borrower or of the whole or any substantial part of any Project or the System, if any, or (c) providing for a moratorium upon the payment of the principal of or interest on the Loan or Local Governmental Obligations;

(vi) if the Borrower shall fail to pay when due (whether at maturity or upon redemption or otherwise) any principal of or interest on any indebtedness of the Borrower for borrowed money, other than the Loan, if any, and the Local Governmental

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Obligations and indebtedness described in Chapter 40D of the General Laws of the Commonwealth; and

(vii) if a Default shall occur under a Project Regulatory Agreement (as defined therein) and the Department shall request that the Trust declare an Event of Default under the Financing Agreement.

(b) In addition to its other remedies provided herein, if an Event of Default specified in clause (i) or clause (v) of Paragraph (a) of this Section 9 shall occur and be continuing, the Trust may proceed to enforce its rights under the Financing Agreement and under the Local Governmental Obligations, or other evidence of indebtedness, by exercise of the following remedies in such order of priority as the Trust shall determine in its discretion:

(i) if any Payments shall be due and unpaid under the Financing Agreement, the Trust may exercise the rights provided in Section 11 of the Enabling Act with respect to the Local Aid Distributions of the Borrower and, as applicable, any Participating Member thereof and any parent governmental unit of the Borrower and any such Participating Member;

(ii) if any Payments shall be due and unpaid under the Financing Agreement, the Trust may apply to such default any or all amounts allocable to the Borrower then on deposit in any Project Account; or

(iii) by notice to the Borrower the Trust may declare the Principal Obligation of the Loan and all Payments payable thereon, and the corresponding principal amount of the Local Governmental Obligations, to be immediately due and payable and, upon such declaration, the Principal Obligation and all interest, if any, accrued thereon shall be and become immediately due and payable, anything herein or in the Local Governmental Obligations, or other evidence of indebtedness, to the contrary notwithstanding.

(c) If an Event of Default specified in clause (vii) of Paragraph (a) of this Section 9 shall occur and be continuing, the Trust shall, if directed by the Department, exercise on behalf of the Department any and all remedies available to the Department upon a Default under the applicable Project Regulatory Agreement.

(d) Notwithstanding anything herein to the contrary, if any Event of Default under the Financing Agreement or in any Additional Security shall occur and be continuing, the Trust may proceed to protect its rights under the Financing Agreement, and may seek to compel compliance by the Borrower with the terms and provisions hereof and of the Local Governmental Obligations, or other evidence of indebtedness, by suit or suits in equity or at law, for the specific performance of any covenant, term or condition hereof or of the Local Governmental Obligations, or other evidence of indebtedness, or in aid of the execution of any power herein granted, and, except as herein limited, may exercise any other right or remedy upon such default as may be granted to the Trust under the Enabling Act, the Applicable Authority or under any other applicable provision of law.

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(e) During the continuance of an Event of Default, the Trust shall apply all amounts received upon the exercise of its rights and remedies under the Financing Agreement as follows and in the following order:

(i) to the payment of the reasonable and proper charges (including attorneys’ fees) of the Trust and the Department incurred in the exercise of any right or remedy under the Financing Agreement or under any Project Regulatory Agreement;

(ii) to the payment and satisfaction of all interest then due and unpaid under the Financing Agreement upon any defaulted Payments as provided in Section 4(b) hereof;

(iii) to the payment and satisfaction of all Payments then due and unpaid under the Financing Agreement, as such Payments may be adjusted as provided in Section 4 hereof, and, if the amount available is not sufficient to pay all Payments then due and payable under the Financing Agreement, first to the payment of the portion of the Payments due and unpaid representing interest on the Loan or Local Governmental Obligations and second to the portion of the Payments due and unpaid representing the principal of the Loan or Local Governmental Obligations and, in either case, ratably in order of the due dates thereof;

(iv) to the reimbursement to a Project Account of any amounts withdrawn therefrom as provided in clause (iii) of Paragraph (b) of this Section 9;

(v) first, to the payment and satisfaction of all interest then due and unpaid under the Financing Agreement upon any due and unpaid Administrative Fees as provided in Section 4(b) hereof, and, second, to the payment and satisfaction of all Administrative Fees then due and unpaid under the Financing Agreement; and

(vi) first, to the payment and satisfaction of all interest then due and unpaid under the Financing Agreement upon any due and unpaid Origination Fee as provided in Section 4(b) hereof, and, second, to the payment and satisfaction of the Origination Fee or the portion thereof then due and unpaid under the Financing Agreement.

(f) No remedy conferred upon or reserved to the Trust is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Financing Agreement or in any Additional Security or now or hereafter existing at law or in equity. No delay or omission to exercise any right, remedy or power accruing upon any Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient.

Section 10. Interim Financing.

(a) Subject to the availability to the Trust of moneys for such purpose and the provisions of Section 3(a) hereto, if the date of the Closing set forth in Schedule A of the Financing Agreement is more than forty five (45) days subsequent to the date of execution and delivery of the Financing Agreement by the Trust, the Trust (upon not less than ten (10) Business Days prior notice from the Borrower) agrees to provide interim financing (an “Interim Loan”) to the

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Borrower to pay or provide for all or any part of the eligible Costs of any Project (i) incurred by the Borrower on and after the date of execution and delivery by the Borrower of the Financing Agreement or (ii) incurred by the Borrower prior to the date of its execution and delivery of the Financing Agreement and either (x) paid by the Borrower from the proceeds of notes or other obligations issued by the Borrower in anticipation of the Loan or of the issuance and sale of the Local Governmental Obligations to the Trust, or (y) paid by the Borrower from other moneys available to the Borrower under a valid declaration of official intent to reimburse such payment from the proceeds of the Loan or the Local Governmental Obligations. The Interim Loan shall be evidenced by a note (the “Interim Loan Note”) issued by the Borrower to the Trust pursuant to the Applicable Authority in form and substance satisfactory to the Trust and otherwise as hereinafter provided. The Interim Loan and the Interim Loan Note, when executed and delivered, shall be (1) a valid and binding general obligation of the Borrower enforceable in accordance with its terms and payable as to principal, premium, if any, and interest (to the extent not paid from other sources) from (a) taxes which may be levied upon all taxable property within the territorial boundaries of the Borrower, subject only to the limit imposed by Chapter 59, Section 21C of the General Laws of the Commonwealth to the extent applicable to the Interim Loan Note, provided that taxes levied on certain taxable property located within a development district, if any, established by the Borrower pursuant to Chapter 40Q of the General Laws may be restricted and unavailable to pay debt service on the Interim Loan Note or (b) sums which may be annually apportioned and assessed by the Borrower on its Participating Members pursuant to the Applicable Authority, or (2) a general or special obligation of the Borrower (as provided in any Additional Security) payable from any Additional Security, if any, and any other moneys, funds, and accounts provided in the Financing Agreement and secured by a valid pledge of and lien on and perfected security interest in any such Additional Security, all as provided therein and in Schedule B to the Financing Agreement.

(b) The Interim Loan Note shall be dated the date of its execution and delivery by the Borrower, shall mature and be payable on the Closing Date for the Loan or Local Governmental Obligations (subject to renewal at the option of the Trust to one or more dates not later than three (3) years subsequent to such date of execution and delivery or, if later, the expected completion date of the applicable Projects as determined by the Department), shall be in principal amount equal to the aggregate amount of proceeds thereof from time to time disbursed to or for the account of the Borrower and shall be in such maximum aggregate principal amount as shall be requested by the Borrower not exceeding the lesser of (i) the aggregate eligible Costs of each Project which have been or are expected to be expended at or prior to the maturity date of the Interim Loan Note (as set forth in the applicable Project Regulatory Agreement) and (ii) the Initial Obligation Amount set forth in Schedule C of the Financing Agreement (or such lesser amount as shall equal the total eligible Costs of the Projects approved by the Department at the date of the Interim Loan Note). The principal amount of the Interim Loan Note from time to time outstanding shall bear interest from the date or dates of disbursement thereof to or for the account of the Borrower until repaid at the Interim Loan Interest Rate set forth in Schedule A of the Financing Agreement, calculated on the basis of actual days and a 365/366 day year, payable at maturity.

(c) Upon execution and delivery by the Borrower of the Interim Loan Note, the Trust shall, subject to the availability to the Trust of moneys for such purpose, deposit from time to time in the Interim Loan Project Account amounts (representing proceeds of the Interim Loan)

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sufficient in amount and time of deposit to satisfy each requisition for payment or reimbursement of Costs of the applicable Project submitted to the Trust by the Borrower. For purposes of this Section 10, all provisions of Section 7(a) and (c) hereof applicable to the Project Account and the requisition and disbursement therefrom of proceeds of the Loan or the Local Governmental Obligations, shall be equally applicable (to the extent not inconsistent herewith) to the Interim Loan Project Account and the requisition and disbursement therefrom of proceeds of the Interim Loan. Notwithstanding the foregoing, the Borrower acknowledges that the Department, in the exercise of its rights under the Project Regulatory Agreement, may terminate the Project Regulatory Agreement after disbursement to the Borrower of some or all of the amounts deposited in the Interim Loan Project Account. In such event, the obligation of the Trust to disburse additional proceeds of the Interim Loan to the Borrower shall terminate and the Borrower shall repay to the Trust the amount theretofore disbursed from the applicable Interim Loan Project Account, together with interest thereon at the Interim Loan Interest Rate, within thirty (30) days of receipt by the Borrower from the Trust of written notice that the Project Regulatory Agreement has been terminated by the Department.

(d) Notwithstanding anything herein to the contrary, the obligation of the Trust to make and fund the Interim Loan is expressly conditional upon the receipt by the Trust of the following, each in form and substance satisfactory to the Trust:

(i) A certificate or certificates of Authorized Officers of the Borrower as to the due authorization, execution and delivery of the Financing Agreement, any Additional Security, the Project Regulatory Agreement and the Interim Loan Note, and confirming as of the date of execution and delivery of the Interim Loan Note the representations and warranties of the Borrower in Section 2 hereof applicable to the Interim Loan, and to the further effect that (x) none of the foregoing instruments have been amended or supplemented since their date (except such amendments or supplements which have been approved by the Trust or the Department, as applicable, or which under the terms of the applicable instrument may be executed and delivered or adopted by the Borrower without the consent of the Trust or the Department) or repealed and that each such instrument remains in full force and effect as of such date, and (y) as of such date, no Event of Default or Default, as applicable, and no event which with the passage of time or the giving of notice may become or may be declared to be an Event of Default or a Default, shall have happened and shall be continuing under the Financing Agreement or any Project Regulatory Agreement;

(ii) The Interim Loan Note duly executed by Authorized Officers of the Borrower;

(iii) An opinion of Local Bond Counsel to the effect that the Financing Agreement, each Project Regulatory Agreement, any Additional Security, and the Interim Loan Note have been duly authorized, executed and delivered by the Borrower in accordance with the Applicable Authority and each constitutes a valid and binding obligation of the Borrower enforceable in accordance with its terms and the terms of the Enabling Act and the Applicable Authority; the Interim Loan Note has been duly and validly executed by or on behalf of the Borrower and delivered to or upon the order of the Trust in accordance with the Financing Agreement and the Applicable Authority; and

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the Interim Loan Note constitutes (1) a valid and binding general obligation of the Borrower enforceable in accordance with its terms and payable as to principal, premium, if any, and interest (to the extent not paid from other sources) from (a) taxes which may be levied upon all taxable property within the territorial boundaries of the Borrower, subject only to the limit imposed by Chapter 59, Section 21C of the General Laws of the Commonwealth to the extent applicable to the Interim Loan Note, provided that taxes levied on certain taxable property located within a development district, if any, established by the Borrower pursuant to Chapter 40Q of the General Laws may be restricted and unavailable to pay debt service on the Interim Loan Note or (b) sums which may be annually apportioned and assessed by the Borrower on its Participating Members pursuant to the Applicable Authority, or (2) a general or special obligation of the Borrower (as provided in any Additional Security) payable from any Additional Security and any other moneys, funds and accounts provided in the Financing Agreement and secured by a valid pledge of and lien on and perfected security interest in any such Additional Security (in rendering the foregoing opinion, such counsel may take an exception on account of bankruptcy, insolvency and other laws affecting creditors’ rights generally and to the exercise of judicial discretion in accordance with general equitable principles); and

(iv) An Interim Loan Origination Fee in an amount equal to one-tenth of one percent (.1%) of the maximum aggregate principal amount of the Interim Loan Note, but not less than $500 or more than $1,000.

Section 11. Assignment, Transfer and Exchange. (a) The Borrower acknowledges that the Trust may pledge and assign the Financing Agreement or all or part of its rights under the Financing Agreement, and the right, title and interest of the Trust in and to all or part of the Loan, the Local Governmental Obligations and Payments thereunder and under the Financing Agreement or any Additional Security to the Master Trustee in accordance with the Master Trust Agreement and in connection with any such assignment may transfer to the Master Trustee the Loan, the Local Governmental Obligations and any or all Payments and the Local Governmental Obligations attributable thereto, and the Borrower by its execution and delivery of the Financing Agreement expressly consents to any such assignment and transfer.

(b) In connection with any assignment by the Trust provided herein, the Borrower further agrees to deliver the Local Governmental Obligations, or other evidence of indebtedness, to the Trust on the Closing Date, or on any date thereafter when the Local Governmental Obligations, or other evidence of indebtedness, may be assigned, exchanged or transferred in accordance with its terms and the terms of the Financing Agreement, in such denominations, registered to such owners, in one or more series, and otherwise in such form and tenor as the Trust may request to evidence the Loan, if any, made, and the Payments payable, under the Financing Agreement, separately or as a whole, or in part one or in part the other, or in any combination thereof, provided that the aggregate principal amount payable on the Local Governmental Obligations, or other evidence of indebtedness, shall not exceed the Principal Obligation payable under the Financing Agreement on the Loan plus interest, if any, accrued and to accrue thereon as provided therein and herein.

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(c) Except as hereinabove provided, so long as any Event of Default shall not have occurred under the Financing Agreement and be continuing, the Trust shall not assign the Financing Agreement or the Loan, if any, made hereby, or transfer or sell the Local Governmental Obligations, without the prior written approval of the Borrower.

(d) The Borrower may not assign the Financing Agreement or the Loan, if any, or the Local Governmental Obligations, or any of its rights or obligations under the Financing Agreement or hereunder, without the express prior written consent of the Trust.

Section 12. Action by Parties. Where the Financing Agreement shall provide for any direction, consent, approval or other action to be taken or made by the Borrower, the Trust or the Department hereunder or under the Financing Agreement, such direction, consent, approval or other action shall be sufficiently taken or made for all purposes of the Financing Agreement if taken or made by Authorized Officers of the Borrower, the Trust or the Department, as the case may be.

Section 13. Notices. All notices, consents, certificates and other communications under the Financing Agreement shall be sufficiently given when delivered by hand or courier or sent by signed electronic mail or registered or certified mail, postage prepaid, addressed to the Addresses for Notice set forth in Schedule A of the Financing Agreement or to such further or different address as any of the parties to the Financing Agreement or the Department may designate in writing to the other notice parties indicated in said Schedule A.

Section 14. Severability. In the event any provision of the Financing Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 15. No Right of Set-Off. By their execution and delivery of the Financing Agreement, the Trust and the Borrower agree that, except as otherwise provided in the Financing Agreement, neither the Trust nor the Borrower shall have any right to set-off and apply any amount at any time held, and other indebtedness at any time owing, by the Trust to or for the account of the Borrower, or by the Borrower to or for the account of the Trust, as applicable, against any and all of the obligations of the Borrower or the Trust, as applicable, now or hereinafter existing on the Local Governmental Obligations, or other evidence of indebtedness, or otherwise under the Financing Agreement.

Section 16. Amendment of Financing Agreement and Other Instruments. Except as expressly provided herein or in the Financing Agreement with respect to the amendment of Schedule A, Schedule B and Schedule C of the Financing Agreement, the Financing Agreement and the Local Governmental Obligations, or other evidence of indebtedness, may not be amended, modified or changed in any respect except in writing signed by the parties to the Financing Agreement. No such amendment, modification or change of the Financing Agreement which, in the reasonable opinion of the Department (expressed in a certificate of an Authorized Officer of the Department delivered to the Trust prior to the execution and delivery of such amendment, modification and change by the Trust), materially and adversely affects the rights and obligations of the Department under any Project Regulatory Agreement, shall be effective until the Department shall have consented in writing thereto. The Trust shall deliver a copy of

24 Terms & Conditions March 2020

any such proposed amendment, modification or change of the Financing Agreement to the Department at least ten (10) days prior to the execution and delivery thereof by the Trust.

Section 17. Term. (a) The term of the Financing Agreement shall be from the date of execution and delivery thereof by the parties to the Financing Agreement until all Payments, all Administrative Fees and the Origination Fee payable under the Financing Agreement shall have been paid in full or provision for the payment thereof shall have been duly provided for in accordance with this Section 17.

(b) Notwithstanding anything in Paragraph (a) of this Section 17 to the contrary, prior to the payment of all Payments payable under the Financing Agreement at the times and in the manner provided herein, the Borrower may defease its obligations under the Financing Agreement and under the Local Governmental Obligations, or other evidence of indebtedness, and upon such defeasance shall be discharged from its obligations, covenants and agreements under the Financing Agreement and under the Local Governmental Obligations, or other evidence of indebtedness, if the Borrower shall deposit with the Master Trustee for the account of the Trust either moneys in an amount sufficient, or Defeasance Obligations (as defined in the Master Trust Agreement), the principal installments of and/or interest on which when due, without reinvestment, will provide moneys which, together with the moneys, if any, deposited with the Master Trustee at the same time, will be sufficient, to pay (i) all Payments payable under the Financing Agreement at the times and in the amounts provided herein on the scheduled Payment Dates therefor, (ii) all Administrative Fees payable to the Trust under the Financing Agreement accrued to such date of deposit, (iii) the Origination Fee or any portion thereof that has not previously been paid to the Trust and (iv) any and all other amounts incurred or reasonably expected to be incurred by the Trust in effecting such defeasance.

Section 18. Pledge and Financing of Loans or Local Governmental Obligations to with Proceeds of Bonds; Additional Borrower Requirements. Notwithstanding anything in Section 10 hereto to the contrary, at the sole option of the Trust, upon not less than ten days prior notice to the Borrower, the Trust may finance any Loan or Local Governmental Obligations with proceeds of Bonds issued by the Trust and pledge such Loan or Local Governmental Obligations as security for such Bonds, provided that no such pledge and financing shall increase or otherwise adversely affect the obligations of the Borrower by changing the payment terms of the Loan or Local Governmental Obligations or the interest thereon or the security therefor, without the prior written consent of the Borrower. Upon such a pledge and financing of a Loan or Local Governmental Obligations by the Trust a Borrower may have to comply with certain additional requirements, including, without limitation:

(i) to update its Loan Questionnaire by completing and signing a Verification Form;

(ii) to sign such other documents as determined by bond counsel for such Bonds to be necessary and appropriate;

(iii) to make such certifications as determined by bond counsel for such Bonds to be necessary and appropriate, including: (1) that it will not take, or permit to be taken, any action or actions that would cause any Bond, to which a Loan or a Local

25 Terms & Conditions March 2020

Governmental Obligation is pledged, to be an “arbitrage bond” within the meaning of Section 148 of the Code or a “private activity bond” within the meaning of Section 141(a) of the Code or that would cause any such Bond to be “federally guaranteed” within the meaning of Section 149(b) of the Code, or that would otherwise cause any amounts payable with respect to such Bonds to become included in the gross income of a holder of such Bonds for federal income tax purposes; and (2) that it will take all actions, maintain all records and accounts, and make all reports requested by the Trust or required by any provision of applicable law or the Project Regulatory Agreement, necessary to comply with, or necessary to permit the Trust to comply with, the provisions of Section 148(f) of the Code.

Section 19. Execution in Counterparts. The Financing Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Electronic signatures shall be deemed original signatures for purposes of the Financing Agreement and all matters related thereto, with such electronic signatures having the same legal effect as original signatures. The parties to the Financing Agreement agree that the Financing Agreement, any amendment hereto or any other document necessary for the consummation of the transaction contemplated by the Financing Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable law and as so accepted, executed or agreed, will be binding on all parties to the Financing Agreement.

Section 20. Applicable Law. The Financing Agreement, including these Terms and Conditions and all schedules to the Financing Agreement, shall be governed by and construed in accordance with the laws of the Commonwealth.

Section 21. Further Assurances. The Borrower shall, at the request of the Trust, authorize, execute, acknowledge and deliver such further resolutions, conveyances, transfers, assurances and other instruments as may be necessary or desirable for better assuring, conveying, granting, assigning and confirming the rights, covenants and agreements granted or made or intended to be granted or made by the Financing Agreement and the Local Governmental Obligations, or other evidence of indebtedness.

Section 22. Prior Financing Agreements. Except as otherwise provided herein, the Financing Agreement merges and supersedes all prior negotiations, representations, and agreements between the parties relating to the subject matter of the financing of the Project and the Financing Agreement, including these Terms and Conditions and constitutes the entire agreement between the parties in respect to the Financing Agreement and hereof.

26 Terms & Conditions March 2020

111 Huntington Avenue 9th Floor Boston, MA 02199-7613 Telephone: 617-239-0100 Fax: 617-227-4420 www.lockelord.com

October 16, 2020

Massachusetts Clean Water Trust One Center Plaza, Suite 430 Boston, Massachusetts 02108

We are serving as bond counsel to the Town of Orleans, Massachusetts (the “Borrower”) in connection with a proposed loan (the “Loan”) to be made to the Borrower by the Massachusetts Clean Water Trust (the “Trust”) in accordance with Loan Commitment No. CW-19-33 (the “Loan Commitment”) from the Trust to the Borrower and a Financing Agreement between the Trust and the Borrower substantially in the form described in the Loan Commitment (the “Financing Agreement”). The Loan is to be evidenced and secured under the Financing Agreement by the issuance by the Borrower to the Trust of not in excess of $59,409,200 aggregate principal amount of the Borrower’s Sewer Bonds (the “Local Governmental Obligations”) under M.G.L. c.44 and votes of the Borrower passed on May 13, 2019 (Article 16) which authorized a total borrowing of $47,382,800 and June 20, 2020 (Article 42) which authorized a total borrowing of $12,218,000 and excluded from the limitations of Proposition 2 ½ (so-called) by votes of the Borrower passed May 21, 2019 (Question 1) and June 23, 2020 (Question 3).

We are now prepared to render our opinion substantially to the effect set forth in Paragraph F(iv) of the Loan Commitment regarding, among other things, the execution and delivery by the Borrower of the Financing Agreement and the Project Regulatory Agreement (as defined in the Loan Commitment) and the issuance of the Local Governmental Obligations. The rendering of our opinion is dependent upon the due execution and delivery by the Borrower of the Financing Agreement and the Project Regulatory Agreement.

This green light letter supersedes our green light letter addressed to you and dated February 4, 2020.

LOCKE LORD LLP cc: Hilltop Securities, Inc.

Atlanta | Austin | Boston | Brussels | Chicago | Cincinnati | Dallas | Hartford | Hong Kong | Houston | London | Los Angeles 82394322v.2Miami | New Orleans | New York | Princeton | Providence | San Francisco | Stamford | Washington DC | West Palm Beach

SELECT BOARD OFFICE OF THE TOWN AGENDA ACTION REQUEST ADMINSTRATOR November 4, 2020

VOTE TO SUBMIT ANNUAL REPORT FOR GREEN COMMUNITIES

REQUESTED BY: Town Administrator

DESIRED ACTION: Authorize the Town Administrator to submit the Annual Green Communities Report on behalf of the Town.

PROPOSED MOTION: Vote to authorize the Town Administrator to submit the Green Communities Annual Report for the Town of Orleans.

ACTION TAKEN: Moved By: ______Seconded By: ______Condition(s):

VOTED: Aye _____ Nay______Abstain ______

John Kelly

Subject: Annual Report Draft - Town Administrator Action Requested - to Sign the Front Sheet

From: John Kelly Sent: Wednesday, October 21, 2020 4:33 PM To: Kevin Galligan ; Ron Collins Cc: Margaret Song ; Tom Daley ; Molly Bates Subject: RE: FW: Annual Report Draft ‐ Town Administrator Action Requested ‐ to Sign the Front Sheet

Kevin, I took a look and the signature certification requires that the person signing has been authorized by the Chief Executive, which in Orleans is the Select Board. Since it is due on Friday, Nov. 6, we could add it to the SB agenda for Nov. 4? I can also look back to see if the SB previously designated me as the official signer for Green Communities docs to see if that might cover the annual reporting as well. John

John F. Kelly Town Administrator

19 School Road Orleans, MA 02653 508‐240‐3700 x 2415 [email protected]

From: Kevin Galligan Sent: Wednesday, October 21, 2020 4:23 PM To: Ron Collins Cc: John Kelly ; Margaret Song ; Tom Daley Subject: Re: FW: Annual Report Draft ‐ Town Administrator Action Requested ‐ to Sign the Front Sheet

John: I also looked this over and if you do need my signature please go ahead and use my signature stamp.

Thanks everyone for the great work on many projects and energy savings for the Town.

Kevin

On Wed, Oct 21, 2020 at 4:14 PM Ron Collins wrote:

Hi John:

Margaret educated me on a couple of questions I had in various sections. It looks good.

Can you or the Select Board Chair sign the first page? And return it to Margaret?

Thanks, RC

1 From: Margaret Song Sent: Monday, October 19, 2020 6:10 PM To: Ron Collins Subject: Annual Report Draft Ron Please see the attached draft annual report for your review. All data has been filled in, but please double‐check and make sure that I didn’t get anything wrong.

FYI that there could be minor updates with weather‐normalization (as a follow‐up question from DOER). That always ends up on the follow‐up list.

Otherwise, if you are ok with this, the first tab needs a date filled in and a signature from Mr. Kelly.

Best regards Margaret ‐‐ Kindly note that I use this gmail account for public correspondence and under MA General Laws most email correspondence is deemed a public record.

2 GREEN COMMUNITY ANNUAL REPORT

Annual Report Tab Coloring Key Community input required Examples Guidance

1) In order for a municipality to maintain its Green Community Designation and be eligible for the next available Green Communities Competitive Grant, reports must be submitted no later than 5:00 PM November 6, 2020 for the reporting period July 1, 2019 – June 30, 2020

Late reports WILL deem a community ineligible for the 2021 Competitive Grant.

2) Please be certain to address all areas in full. If certain requested information does not apply, then please note it as “N/A."

3) Please follow the instruction for reporting on each Criteria on the individual Criterion Excel Sheets.

4) If you have any questions on these reporting requirements, contact your DOER Green Communities Regional Coordinator (RC). The objective is to have a dialogue with Green Communities staff BEFORE the report is due so that minimal follow-up with the municipality is required after the due date.

5) Submit your community's full Excel file electronically as Excel via email with any other supporting files to Grant Administrator Jane Pfister - [email protected] and your Regional Coordinator. This page must be signed, made into a PDF, and submitted as a separate file. Please submit only one Excel file for the annual report. DOER will not accept multiple spreadsheets

6) NOTE: In the case of any criteria violations( e.g. a vehicle purchased that does not meet the fuel efficient vehicle policy), the municipality will be asked to provide a corrective action plan. A first-time violation will be factored into consideration when DOER awards funds under the next available Green Communities funding opportunity. A second violation may prohibit the municipality from being eligible for any funds in the next available Green Communities funding opportunity.

8) Fields highlighted in yellow should be completed by Green Communities.

9) Review the "AR Compliance Checklist" tab and ensure that no items are missing. If any items cannot be provided please offer an explanation. Annual Report is complete.

December-18 PLEASE NOTE: For a municipality designated December 2018, the reporting period Date Designated: is 18 months, Jan 1, 2019 - June 30 2020

Date of Annual Report Submission

Name of Preparer of Annual Report Ron Collins Facilities Manager, Dept of Title Public Works and Natural Municipality Name Orleans

I confirm that I have reviewed this report and verify all information is true. Signature of Chief The Chief Executive Officer is defined as the manager in any city having a manager Executive Officer and in any town having a city form of government, the mayor in any other city, and the board of selectmen in any other town unless some other officer or body is designated to perform the functions of a chief executive officer under the provisions of a local charter or laws having the force of a charter. Any signatures of designees will be considered an attestation that the signatory has been designated the designee by the municipality. GREEN COMMUNITY ANNUAL REPORT Required Values

All values that are required to be reported in this annual report are listed here. If an input appears in red, the "Note" column will explain which cell or cells are missing a value. Click the input item name to go to the item in the corresponding input tab. Prior to submitting this annual report please review this tab to make sure no required items are missing. If any item cannot be completed, please provide an explanation.

Inputs Overall Annual Annual Report is complete Report Status Tab Item Status Note Explanation Type of as-of-right siting approval received Complete Type of expedited permitting approval received Complete 1) Have any significant changes been made to the zoning district(s) for which the community received Green Communities designation? Complete 2) Have any significant changes been made to site plan, design, or other development review criteria or any permit review procedures that would impact the ability Crit 1 & 2 to permit qualifying clean energy uses as-of-right and in a timely manner? Complete 3) Since your last Annual Report, or Designation Application (if first Annual Report) have any clean energy projects applied for approval under the zoning for which the community received Green Community Designation? Have any clean energy project been approved for construction? Complete Table 1 Complete Is Regional School District (RSD) energy included? Complete

What is the name of the RSD? Complete How is RSD energy included? Complete % or names of RSD building energy included Complete

Does the community use MEI? Complete Date MEI was last verified Complete Does the community use an EMS Agreement? Complete Crit 3 - Overview Date EMS filed with DOER Complete Does the community use conventionally net meter renewable energy produced within the community? Complete Brief narrative of changes seen and anticipated. Complete Has the community had any building stock changes since it's baseline year? Complete Have any building stock changes occurred since your last Annual Report? Complete Building stock change narrative Complete Building Stock Building stock change calculator complete for all Change building stock changes that have occurred since the Calculator baseline year Complete Does the Community use Calendar Year (CY) or Fiscal Year (FY)? Complete Baseline Year Complete Building Stock Change Adjustment - Current year Complete Regional School Prorated - Baseline year Complete

Regional School Prorated - Current Year Complete TOTAL ENERGY CONSUMPTION (NO Weather Normalization) - Baseline year Complete Crit 3 - Table 2 TOTAL ENERGY CONSUMPTION (NO Weather Progress Normalization) - Current year Complete Weather Normalized Consumption (without building stock adjustment) - Baseline year Complete Weather Normalized Consumption (without building stock adjustment) - Current year Complete Building Stock Change Adjustment (weather - normalized) - Current year Complete Regional School Prorated (weather-normalized) - Baseline year Complete Regional School Prorated (weather-normalized) - Current year Complete

Crit 3 -Tbl 3 for Select plan year Complete Non-MEI Users Subtotal for buildings Complete Total energy consumption Complete Crit 3 - Table 4 ECMs Enter at least one ECM Complete If the community uses renewable energy, complete Crit 3 - Table 5 RE Table 5 Complete

1) Replaced an exempt or non-exempt vehicle? Complete

2) Acquired a new exempt or non-exempt vehicle, and/or conducted inter-departmental vehicle transfers? Complete 3) Installed an electric vehicle charging station? Complete 4) Installed idle-reduction technology on any vehicles? Complete 5) Implemented anti-idling technology and/or campaigns? Complete 6) Implemented a driving monitoring system that Crit 4 - Vehicle records miles driven and/or fuel consumption? Complete Policies 7) Implement a fuel use reporting system for operators on fuel efficiency ? Complete 8) Implement any other policies and/or technologies not listed above? Complete Narrative for #8 Complete 9) Does the community met Criterion 4 through alternative compliance? Complete Narrative for #9 Complete 10) For communities that met Criterion 4 through alternative compliance, provide as a status regarding the success of these programs and policies. Complete If the community replaced an exempt or non-exempt vehicle during FY fill out Table 6 (Acquistions and Crit 4 - Vehicle Retirements) Complete Inventory If the community has acquired a new vehicle or transferred a vehicle in the FY fill out Table 6 (Acquisitions) Complete Is the stretch code still in effect? Complete Were any residential occupancy permits issued since Crit 5 - Stretch your last Annual Report or Designation Application (if Code compliance first Annual Report)? Complete How many occupancy permits were issued for new commercial construction over 100,000 sq.ft.? Complete X2A6T

Criteria 1 and 2 Type of as-of-right siting approval received: X2A0T R&D and MFR

Type of expedited permitting approval received: X2A1T Local

X2A2T

REGULATIONS (zoning & permitting): 1) Since your last Annual Report, or Green Communities Designation Application (if first Annual Report) Have any significant changes been made to the zoning district(s) for which the community received Green Communities designation? Significant changes, such as changes to the geographic extent of the district, allowed uses, and dimensional requirements, would impact the ability to construct a qualifying clean energy use in the district. Overlay districts, such as water NO protection districts that impose special permitting requirements, count as significant changes. If yes, submit the same documentation required for designation for CR1 to verify that you still meet the requirements (applicable sections of the zoning by-law, definitions, as well as a revised zoning map.) Select YES or NO in the dropdown on the right.

X2A3T 2) Have any significant changes been made to site plan, design, or other development review criteria or any permit review procedures that would impact the ability to permit qualifying clean energy uses as-of-right and in a timely manner? Significant changes would be anything that pertains to the “by-right” nature of the zoning or to the amount of time necessary to review required permits. NO If yes, attach a letter from municipal counsel that describes the changes, illustrates any potential impact on the siting of clean energy projects, and affirms continued compliance with the Green Communities As-of-Right Zoning and Expedited Permitting criteria. Select YES or NO in the dropdown on the right.

NARRATIVE:

PERMITTING:

X2A4T 3) Since your last Annual Report, or Designation Application (if first Annual Report) have any clean energy projects applied for approval under the zoning for which NO the community received Green Community Designation? Have any clean energy project been approved for construction? Select YES or NO in the dropdown on the right. If YES, fill out or update Table 1 below:

Table 1 Expedited Permitting Projects During Reporting Year (Please add rows as required) Click here to view a sample version of this table. Type (Generation (Capacity), R&D, As-of-right PROJECT and/or designated Date NAME Manufacturing) location Applicant Project Description Status Submitted Decision Date

X2A5T

To insert additional rows, select this row, right-click, and select "Insert."

10. Orleans-gc-annual-report-template Click here to return to Table 1

Table 1: SAMPLE Expedited Permitting Projects Type (Generation (Capacity), As-of-right PROJECT R&D, and/or designated Project Date NAME Manufacturing) location Applicant Description Status Submitted Decision Date

Renewable Peak Six 1.5 MW wind Energy (wind) Performance turbines on 16 Project Hilltop Wind 9 MW landfill , LLC. acres of land approved 11/1/2016 1/21/2018

10. Orleans-gc-annual-report-template Criterion 3 Instructions: Complete Steps 1-7 Below

1. Read and complete all questions below.

2. Complete Table 2: Progress Go to Table 2 Complete Table 2 for baseline year and reporting year, located 3 tabs to the right. ALL categories are required, with the exception of open space.

Fuel use from all vehicles, including those characterized as exempt AND non-exempt under Criterion 4, must be included. Renewable Energy is a fuel source and the amount of renewable energy consumed by the Green Community must be included.

If you are using MEI. note that there is a report available (entitled Annual Report Table 2). This contains the data you need to enter into Table 2 . Please review the data in MEI and, if accurate, enter it into Table 2, located 3 tabs to the right. Note also that if you click on the "years" down arrow on that MEI report, you can choose which year is your baseline year.

Regional School District

X4A0T Does the community include energy from a Regional School District in their total energy consumption? No

X4A1T

X4A2T

X4A3T

3. Complete Table 3: Energy Use (NON-MEI Users) Go to Table 3

X4A4T Does the community use MassEnergyInsight (MEI) to provide data for Table 2? Yes

X4A5T Please provide the date the information in MassEnergyInsight was last verified. By including a date, you are confirming that the information in MEI is accurate and complete 10/16/2020 (including all fuels and renewable energy) and that you wish to report your Green Community annual energy usage directly through MEI. REMEMBER to load all diesel, gasoline, heating oil and propane energy usage, as well as renewable energy usage that is NOT virtually net-metered, into MEI prior to providing a date that your data is complete. Also, confirm that Table 3 in MEI matches the data provided in Table 2.

4. Complete Table 4: Energy Conservation Measures (ECMs) Go to Table 4

Update your ECMs in Table 4 by: 1) listing measures that were completed since you submitted last Annual Report or Green Communities Designation as applicable, 2) listing new measures planned or in progress, 3) and providing an ECM type in Column F. All ECMs should be included in Table 4, NOT only ECMs funded by Green Communities grants.

X4A6T No Does the community use an Energy Management Services (EMS) Agreement?

X4A7T

5. Complete Table 5: Renewable Energy Projects Go to Table 5

X4A8T

Does your Green Community use any energy produced by renewable energy within your community? For Update your conventionally net-metered (aka "behind example, solar PV systems installed on school or municipal buildings and the building uses the electricity the meter") RE projects in Table 5 by: 1) changing any generated, or a biomass boiler installed in a municipal building . Please select YES or NO in the dropdown on NO status dates, and 2) adding any new RE projects. the right. if YES, complete Table 5 and be sure to include the renewable energy consumed in the building's MassEnergyInsight account or whatever energy tracking tool your community uses

6. Provide a Narrative Provide a brief narrative explaining changes seen and what is anticipated for the next year. Any notes on successes or Sample Narrative: Our buildings have a 12 percent decrease in energy use and the vehicles have a 4 percent reduction. We are challenges are welcome. Also include changes in building also intending to implement a large retrofit at the drinking water treatment plant this year that should yield a significant level of operating hours as well as building use, and/or significant savings. We are seeing an uptick in energy use in our library, now that it open 10 more hours a week. Our top 3 energy-using changes in municipal fleet operations. Identify top 3 buildings are our high school (68 EUI), middle school (88 EUI) and town hall (78 EUI). Energy use in all three buildings has been buildings in terms of energy consumption and note how fairly consistent over the past year. The middle school boiler has reached the end of useful life and is scheduled to be replaced in 2 efficient these buildings are by reporting their kBtu/sf years. We have implemented projects in the Town Hall and would have expected larger savings. We are investigating this. numbers. MEI users can find this information by looking NARRATIVE: at the "Buildings to Target" report; provide a brief X4A9T Since designation, the overal use has dropped about 2% (without building changes included). The vehicle and statement addressing change in the past year and, if water/sewer categories have dropped significantly, and the building categories has seen some variability (partially due to applicable, describe plans for improving building the building stock changes described below). In the building category, the top energy-using buildings are the Orleans performance next year Elementary School (EUI 56.6), DPW/NR Building (EUI 38.6), and the Police Station (EUI 155.5). The DPW/NR building is fairly new, and the EUI is pretty efficient, but the Town continues to look at all opportunities to reduce usage in the buildings.

7. Building Stock Changes

X4A10T Has the community had any building stock changes since it's baseline year? Yes Please complete the Building Stock Change Calculator. Include all building stock changes that have occurred since the baseline in the current year.

X4A11T Have any building stock changes occurred since your last Annual Report or Designation (if first Annual Report)? Yes

Please describe any building stock changes that have NARRATIVE:

X4A12T occurred since your last Annual Report, or Designation Please note that after the baseline year, the Harbor Master’s office and garage was removed from the town’s inventory, and the Appliction (if first Annual Report). Include the year and Parks Office and Garage is expected to be removed, and the staff will be moving into the new DPW building. whether any changes are a replacement, addition, removal or renovation. The adjustments to energy usage should be entered on Table 2, Lines 16 and 20. You may use the Building Stock Changes Calculator provided. Guidance for Reporting Building Stock Changes in Annual Report

For changes in building stock (including additions, new construction, demolition, replacement or acquisition), PLEASE CONSULT WITH DOER TO DETERMINE THE PROPER TREATMENT OF THEIR ENERGY USE IN THE FUTURE ANNUAL REPORTS. In general, the guidance provided in the table below will be followed. However, due to the unique nature of many building projects, a community should consult with DOER regarding building stock changes prior to submission of its Green Communities Annual Report. Please contact your Regional Coordinator to initiate this conversation. You may find the “Building Stock Change Calculator” on the next tab over helpful.

Building Stock Changes Summary Guidance

New or Altered Building Energy How to Report? Included in Energy Consumption vs. Baseline? Retrofit/Renovation Yes Annual report Addition Yes, pro-rated by square footage Annual report New Construction No Separate monitoring Removal/Demolition Up to community’s discretion Annual report Replacement of an Existing Building Yes Annual report Acquisition of an Existing Building Only if desired Separate monitoring or add to baseline in annual report

• Retrofit/Renovations: Retrofits and Renovations will be factored into the 20% reduction and do not alter the energy use baseline. These do not increase building square footage and renovations should be done such that the renovated space becomes more efficient.

• Additions: The energy load for a building and its addition will be counted towards the 20% reduction target but will be pro-rated based on the “new” building square footage. For example, if a 10,000 sq. foot building added 5,000 sq. feet, then 66.67% of the energy usage for the building would be accounted for in monitoring the community’s progress towards meeting its 20% energy reduction target.

Sample Building from Energy Baseline size (sq ft) 10,000 plus addition 5,000 Report this in Annual Report Table 2 “Building Stock Change TOTAL new building size 15,000 Adjustment” as a negative % Prorated energy use = (10,000/15,000) x 100 66% number Total Energy Use (MMBtu) 1,650 Prorated Energy use (1,650 x 0.66) 1,100 Subtract this amount from building use 550

• New Construction: The additional energy load from these buildings will NOT be added into the energy use baseline and therefore the additional load will NOT be factored into the 20% reduction target. Municipalities using MassEnergyInsight should flag the building to “exclude from baseline.” However, a municipality will be expected to monitor the performance of this building, using MassEnergyInsight or another tool, under its annual Green Communities reporting to verify that it is performing as designed and modeled.

• Removal/Demolition: For buildings that are removed from the building stock, the community has the option to adjust the energy use baseline by subtracting that building’s energy use and revising the 20% reduction target accordingly. This will occur ONLY for buildings that are not replaced by a new building or leased space (see below).

• Replacement of an Existing Building: For buildings originally included in the baseline that go offline and are replaced by a new building, the energy use baseline will not change and the new building will be included in the 20% reduction target. If the new building is larger than the replaced building, then the energy use will be pro- rated according to the difference in their square footages. For example, if a 50,000 sq foot building was replaced with an 80,000 sq foot building, then 62.5% of the energy bills for the building would be accounted for in monitoring the community’s progress towards meeting its 20% energy reduction target.

Sample Building from Energy Baseline

original size (sq ft) 50,000 Report this in Annual Size of new building 80,000 Report Table 2 “Building Stock Change Adjustment” % Prorated energy use = (50,000/80,000) x 100 62.5% as a negative number Total Energy Use (MMBtu) 7,500 Prorated Energy use (4800 x 0.625) 4,688

Subtract this amount from building use 2,812

• Acquisition of an Existing Building: If a municipality acquires an old building (i.e., not new construction) after the baseline year, and that building is not replacing a building already included in the baseline, the additional load from such a building will not be required to be included in the consumption profile and therefore the additional load will not be factored into the 20% reduction target. HOWEVER, one of the following two should occur:

o The municipality should address these buildings separately in its Annual Report, noting what their baseline energy use was when they were acquired and what measures are planned for their improved energy performance.

o As an alternative, if a municipality so chooses, it can add the load from these buildings into the energy use baseline when they were acquired and include them in the 20% reduction target. (A municipality may choose to do this because it may provide a better opportunity for them to achieve the 20% reduction target). A municipality choosing to do this must provide an explanation in its Annual Report.

• Petition to Modify Energy Use Baseline: At any time, a municipality can petition DOER to consider modification of its baseline. For example, a municipality may replace an existing smaller school with a new school that is significantly larger, with a pool added, etc, and it may wish to adjust its baseline to take this added square footage and energy use data into consideration. DOER reserves the right to approve or deny any such petition. INSTRUCTIONS on how to calculate your prorated energy use for building stock changes All building stock changes that have occured since the baseline year should be reported here. Please keep track of the prorated use for every year you are reporting on. If you submitted an Annual Report last year, you only need to report on this current reporting year. If this is your community's first Annual Rep year and past years as needed. If your community did not submit an Annual Report last year, report on last years' building stock changes as needed.

USE THIS CALCULATOR FOR ALL BUILDING STOCK CHANGES This Building Stock Changes Calculator is for both new buildings and building additions. Different information is to be entered depending on whether you are entering data for a new follow the instructions in Row 11 for each column. You are only required to enter information into the yellow cells in the table. The green cells in the table will populate when the relevan The orange cells in the worksheet (columns M and P) are the numbers that will be used to adjust the Total Energy Use for the year, and will automatically populate in Table 2 Progress (t Starting with the current reporting year, enter any new buildings and building additions that occurred. Start with Building One, if you have more than one applicable building in a given ye Please change the generic "BUILDING ONE" label to the actual name of the building (e.g. Senior Center, High School, Police Station).

Building Stock Changes Calculator

Enter the name of If NEW the building in the If NEW BUILDING, If NEW BUILDING, Non Weather- BUILDING - Difference to be appropriate cell, enter the OLD enter the NEW Normalized energy enter the used to adjust e.g. change BUILDING'S sq. BUILDING'S sq. use (MMBTU) - this number 12. If Non-Weather- "BUILDING ONE" footage, if footage, if THIS COLUMN can be found in ADDITION, enter Weather-Normalized energy use Weather Normalized total - to "High School". ADDITION, enter ADDITION, enter the WILL MassEnergyInsight the # of months Non Weather- (MMBTU) - This can be found in Normalized Total Prorated This will populate Name should the building's sq. building's sq. POPULATE - Energy Reduction the addition was Normalized MassEnergyInsight - Annual Prorated Total Non-Weather Non-Weather the apropriate cell match the name in footage BEFORE footage AFTER the % of energy to Plan Guidance online during the Prorated energy Building Energy Use - Weather energy use Normalized Energy Normalized in Table 2 - MEI. the addition addition include Table 3 (MMBtu) reporting yr.? use (MMBTU) - Normalized (MMBTU) Use Energy Use Progress 2020

X6A0T DPW/NR 5,262 41,500 13% 1,635 12 207 1,657 210 BUILDING TWO 0% 0 0 BUILDING THREE 0% 0 0 BUILDING FOUR 0% 0 0 BUILDING FIVE 0% 0 0 1635 207 -1428 2019 DPW/NR 5,262 41,500 13% 538 12 68 1,692 214 BUILDING TWO 0% 0 0 BUILDING THREE 0% 0 0 BUILDING FOUR 0% 0 0 BUILDING FIVE 0% 0 0 538 68 -470 2018 BUILDING ONE 0% 0 0 BUILDING TWO 0% 0 0 BUILDING THREE 0% 0 0 BUILDING FOUR 0% 0 0 BUILDING FIVE 0% 0 0 0 0 0 X7A12T

Criterion 3 Step 2: Complete Table 2 - Progress

Table 2 Instructions: 1) Enter your community's baseline year (including whether it's a Fiscal Year or Calendar Year); 2) Enter total MMBtus per category (Rows 10-15) for the baseline year and the current reporting year. In MassEnergyInsight, this information is available in the "Annual Report Table 2" report; 3) If this is your community's first Annual Report, enter the energy consumption for past years as needed; 4) If your community did not submit an Annual Report last year, enter energy data for 2019 and 2020; 5) If your baseline includes a proportion of energy consumed by a regional school district, provide the pro-rated energy use in Row 18 for non weather-normalized use and Row 22 for weather-normalized use. Attach a worksheet (add a tab to this workbook) listing the buildings, their total energy use, and calculations on how you arrived at their prorated use; 6) If your community needs to pro-rate energy use due to building stock changes, use the calculator provided on the tab to the left and enter the resulting numbers in Row 17 for non weather-normalized data, and in Rows 21 for weather-normalized data.

WEATHER NORMALIZED DATA - DOER is requiring Green Communities to assess their progress using weather-normalized data through a DOER- approved weather normalization methodology. Qualifying methods include use of MassEnergyInsight or Energy Star Portfolio Manager. Please contact your Regional Coordinator for assistance if you use a different energy-tracking tool. Enter weather-normalized total energy consumption in Table 2, Row 20. In MassEnergyInsight, this information is available in the "Annual Report Table 2" report

Does the Community use Calendar Year (CY) or Fiscal Year (FY)? X7A0T FY

Table 2: Timeline of Annual Municipal Energy Use

Baseline 2018 2019 2020 For Most Recent Year: Change vs. Baseline MMBtu MMBtu MMBtu MMBtu (%)

X7A1T 2016 2018 2019 2020

Null Enter baseline year consumption in column D Buildings 8,089 8,296 10,230 9,685 -19.7% Open Space 35 33 32 29 17.1% Street & Traffic Lights 40 40 57 40 0.0% Vehicles 7,019 7,420 6,748 6,299 10.3% Water/Sewer 3,754 3,107 2,584 2,523 32.8%

X7A2T Building Stock Change Adjustment 0 -470 -1428

X7A3T X7A4T Regional School Prorated

X7A5T X7A6T TOTAL ENERGY CONSUMPTION (NO Weather Normalization) 18,937 18,896 19,181 17,148 9.4%

X7A7T X7A8T Weather Normalized Consumption (without building stock adjustment) 19,667 20,244 20,589 19,072 3.0%

X7A9T Building Stock Change Adjustment (weather - normalized) 0 -1477 -1447

X7A10T X7A11T

Regional School Prorated (weather-normalized)

TOTAL ENERGY CONSUMPTION (Weather-Normalized) 19,667 20,244 19,112 17,625 10.4% NOTE: IF USING MASSENERGYINSIGHT, there is NO need to complete this table. Table 3: Annual Municipal Energy Use in Native Units and MMBtu - Plan Year