Office of the TELEPHONE: (508) 841-8508 BOARD OF SELECTMEN FAX: (508) 842-0587 [email protected]

TOWN OF SHREWSBURY Board of Selectmen Meeting Board of Selectmen’s Meeting Room Richard D. Carney Municipal Office Building 100 Maple Avenue Shrewsbury, 01545-5398

Tuesday, June 26, 2018 - 6:00 PM MINUTES

Present: Mr. John Lebeaux, Chairman, Mr. Maurice DePalo, Vice Chairman, Ms. Moira Miller, Clerk, Ms. Beth Casavant, Selectman, Mr. James Kane, Selectman Also Present: Mr. Kevin Mizikar, Town Manager, Ms. Kristen Las, Assistant Town Manager, Mr. Jeffrey Howland, Town Engineer, Mr. Stephen Madaus, Town Counsel

Mr. Lebeaux called the meeting to order at 6:00 pm.

Preliminaries: 1. 6:00 pm : Conference Room A : Call to Order 2. Executive Session in accordance with MGL Chapter 30A Section 21 #3. To discuss strategy with respect to litigation - All pending litigation and threats of litigation with Town Counsel regarding the Route 20 Overlay Zoning Bylaw Ms. Miller moved that the Board vote to go into executive session pursuant to General Chapter 30A, Section 21(a)(3) for the purposes of discussing strategy with respect to litigation and will return into open session., seconded by Mr. DePalo, on a roll call vote, Ms. Miller-yes, Mr. DePalo-yes, Mr. Kane-yes, Ms. Casavant-yes, Mr. Lebeaux- yes, Mr. Lebeaux advised that the Board will now go into executive session for the purposes of discussing strategy with respect to litigation of the Route 20 Overlay District Zoning Bylaw since an open meeting may have a detrimental effect on the negotiating position of the Town and further the Board will reconvene back into open session at 7:00 pm in the Selectmen’s Meeting Room.

3. 7:00 pm : Reconvene in Selectmen’s Room

The Board returned from recess. Chairman Lebeaux called the meeting to order to reconvene at 7:00 pm

4. Approve bills, payrolls and warrants

On a motion by Mr. Kane, seconded by Mr. DePalo, the Board unanimously voted to approve the following warrants: Warrant 1899 in the amount of $389,662.66, Warrant 1899S in the amount of $1,921,712.69, and Warrant 18102 in the amount of $2,590,426.29.

5. Approve Minutes of June 12, 2018

On a motion by Ms. Miller, seconded by Mr. Kane, the Board unanimously voted to approve the minutes as written.

6. Announcements

Ms. Miller updated the Board on the initiative to form the Shrewsbury Town Center Association initiated by Maribeth Lynch of Thrive Real Estate. On June 27, 2018 there will be a workshop at the Library for parking in the Town Center. Mr. Kane asked that the Beal Building Committee come before the Board on September 11, 2018 to give an update Minutes Shrewsbury Board of Selectmen June 26, 2018 Page 2 of 5

and would also like the Board to support the Manager to organize a Special Town Meeting on October 22, 2018 for the Beal School. Mr. Kane also noted that the Town Hall was gifted a sensory garden from the Garden Club particularly Audrey Daily.

7. Town Manager’s Report

Mr. Mizikar reported that the Town, through the leadership of David Snowdon, has received a $40,000 grant from the MassDEP IQ Recycling Grant program. The water rates will also be changing on July 1, 2018.

Meetings/Hearings: 8. 7:05 pm – Meeting with Gayle Vigeant, Treasurer of the Shrewsbury Housing Authority regarding the Fiscal Year 2018 Pilot check

Paul Campaniello and Gayle Vigeant appeared before the Board. Mr. Campaniello briefed the Board on the recent activity of the Shrewsbury Housing Authority including recent projects, occupancy, and the new website with self- service portal functionality. The overall number of units is 272 units. Mr. Campaniello mentioned that the wait list may be consolidated across the state so they may not be able to give preference to Shrewsbury residents as they have in the past. Ms. Vigeant presented the annual payment in lieu of taxes of $41,482.53. Mr. Lebeaux expressed his gratitude for the work that the Shrewsbury Housing Authority has put in over the years.

9. 7:10 pm - Presentation from Jeff Howland, Town Engineer, and Stephen Madaus, Town Counsel, regarding the inter-municipal agreement with the City of Worcester for wastewater conveyance. Review and act to authorize the Town Manager to sign the Intermunicipal Agreement for Conveyance of Wastewater.

Mr. Howland and Mr. Madaus appeared before the Board. Mr. Madaus briefed the Board on the agreement which was the result of negotiations with the City of Worcester. There is an existing agreement from 2002 of which this agreement would replace to facilitate the connection by Shrewsbury to the sewer improvements on Route 20. Mr. Madaus reviewed the existing and new connections including the new water treatment plant and Route 20 connection. The new agreement would amend the existing agreement to allow for a much greater flow. Wastewater treatment would be 1.5 million gallons a day .Worcester would have access to Shrewsbury’s SCADA system. The dispute resolution remains the same as the prior agreement that the expectation that the parties would have to meet to resolve the dispute before taking legal action. Mr. Howland stated that the current fee rate for Westborough is $3.24 per 1,000 gallons, roughly increasing to $7.80 cents by converting to the Upper Blackstone plant. Mr. Howland reviewed the anticipated flow following the proposed Edgemere development. The benefit of converting to Worcester is being able to divert more flow which allows economic development expansion. Approximately 5% of flow would be diverted to Worcester with the remainder going to Westborough. At this point, the Town is still waiting for the buy-in fee for the Upper Blackstone Plant and will come back to the Board to see if it is valuable to become a member considering the minimal percentage of flow. Ms. Las stated that the only areas that would connect into the sewer would be in a needs area that is zoned for such. On a motion by Mr. DePalo, seconded by Mr. Kane, the Board unanimously voted to authorize the Town Manager to sign the Intermunicipal Agreement for Conveyance of Wastewater.

New Business: 10. Review and act on the Host Community Agreement with Prime Wellness Centers, Inc., 235 Hartford Turnpike for a Retail Marijuana Dispensary

Mr. Lebeux recused himself due to a possible conflict of interest. Mr. DePalo took over as acting chairman. Mr. John Glowik, CEO of Prime Wellness Centers, Inc., appeared before the Board. Mr. Mizikar reviewed the main provisions within the agreement. Under the provisions of the general laws a 3% community impact fee has been negotiated on a quarterly basis to the Town beginning upon the opening and operation of retail sales in addition to other fees. Prime Minutes Shrewsbury Board of Selectmen June 26, 2018 Page 3 of 5

Wellness will also agree to hire personnel and vendors within the community if available. Security and a working relationship with the police will be in place to ensure safety. Mr. Kane would like that the agreement reflect that if ownership changes that the local sales tax of 3% would remain the same. Mr. Kane also reviewed item 7B as it relates to the reporting of any security incidents within 24 hours and thinks it should be changed to an immediate notification. Mr. Glowik responded that his director of security, Frank Matthews is exceptionally trained and would report to police immediately. Mr. Kane asked what would happen after the agreement was up in 5 years and the Board and the Operator couldn’t reach an agreement. Mr. Glowik responded that he had asked the same question to the CCC and has not received a response. Mr. Glowik also explained the recreational HCA is different from the existing medical HCA and Prime Wellness will be maintain and paying on two agreements. The facility will comingle medical and recreational but will differentiate at point of sale. Recreational Sales incur a 20% sales tax and medical is not taxable and accounting procedures will be separate for retail and medical sales. Mr. Mizikar pointed out language in Article 14 regarding the transfer of ownership and the vetting process that any owner as well as every employee has to undergo. Mr. Kane also asked if the agreement could be revised to include a possible transition to a non-profit agency and the payment of real estate taxes. Mr. Glowik reviewed operations in his existing medical facilities as well as the proposed facility in Shrewsbury and also explained that his vendors including landscapers and supply companies are located in Shrewsbury. Mr. DePalo asked that the agreement be revised to include changes as discussed and to be added to the next agenda to authorize the manager to sign the agreement. Mr. Glowik doesn’t anticipate that the medical facility would be open until next fall and recreational would be next January.

11. Review a presentation by Kevin Mizikar, Town Manager, and consider action for the reorganization of Town Departments and the creation of a Department of Public Works

Mr. Mizikar stated that he is seeking the Board’s approval for the creation of a Department of Public Works. Mr. Mizikar explained the hierarchy of the organizational charts. The Board expressed their support with the reorganization and think it’s an appropriate time for the transition. On a motion by Mr. Kane, seconded by Mr. DePalo, the Board unanimously voted to approve the creation of a Department of Public Works pursuant to Section 11 of the Town Manager Act.

12. Review and act to sign the amendment to Traffic Rules and Orders Article 7, Section 10, Obedience to Isolated Stop Signs to include a stop sign at Wheelock Street at Boylston Circle

The Board did not sign an amendment but rather reviewed a memo presented by Town Engineer Jeffrey Howland, Police Chief James Hester and Highway Superintendent John Knipe regarding the recommendation to install a stop sign at the intersection of Wheelock Street and Boylston Circle. On a motion by Mr. Kane, seconded by Mr. DePalo, the Board unanimously voted to approve the installation and sign an amendment at next meeting.

13. Review and act to authorize the Chairman to sign the Memorandum of Agreement for the Centech Park North Site Readiness Grant

Mr. Las reviewed the Mass Development Site Readiness Grant and stated that the signing of the agreement is the last step to obtaining the grant amount. Mr. Kane asked if the work already done at Centech North for the Beal School investigation has been considered by the Engineer. Ms. Las confirmed and that the engineer would use the same wetlands consultant so they would not duplicate efforts. On a motion by Mr. Kane, seconded by Ms. Miller, the Board unanimously voted to authorize the chairman to sign the memorandum of agreement.

14. Review and act to authorize payment for the Town Manager Local Official Bond

On a motion by Ms. Miller, seconded by Mr. DePalo, the Board unanimously voted to authorize payment for the Local Official Bond. Minutes Shrewsbury Board of Selectmen June 26, 2018 Page 4 of 5

15. Review and vote to sign the inter-municipal agreement regarding shared animal control services with Westborough and Grafton

Mr Mizikar stated that the agreement is in good form and approved by Town Counsel and also confirmed that the residents would not see any change in services other than receiving service from different individuals. On a motion by Ms. Miller, seconded by Ms. Casavant, the Board unanimously voted to approve the intermunicipal agreement.

16. Review and act on the road race request from Christine Salovardos, Livestrong Coordinator, to hold the sixth annual Livestrong 5k on October 13, 2018, beginning and ending at the YMCA Boroughs Family Branch, 4 Valente Drive, Westborough, and utilizing public ways in the Town of Shrewsbury

On a motion by Mr. Kane, seconded by Ms. Casavant, the Board unanimously voted to approve the request contingent upon police approval and conditions.

17. Review and act on the constable reappointment of Justin Walker, 63A Janet Circle, for a one year term to expire on June 30, 2019

On a motion by Ms. Miller, seconded by Mr. DePalo, the Board unanimously voted to reappoint Justin Walker as Constable for a one year term to expire on June 30, 2019.

18. Review and act on the Special Common Victualler License for the 23rd Annual Spirit of Shrewsbury, September 28, 2018 through September 20, 2018 from 7:30am to 8:00pm at Oak Middle School and the Senior Center

Mr. Lebeaux clarified that the dates are September 28, 2018 through September 30, 2018 and the location includes Sherwood Middle School. On a motion by Ms. Casavant, seconded by Mr. DePalo, the Board unanimously voted to approve the license.

Old Business:

19. Review and act on Board of Selectmen responsibilities for the Master Plan Implementation Committee

Mr. DePalo stated that the Managers office reviewed the MPIC tracker and implemented comments that Mr. DePalo reviewed and approved. On a motion by Ms. Miller, seconded by Mr. Kane, the Board unanimously voted to submit the tracker to the Master Plan Implementation Committee.

Correspondence: The Board of Selectmen will review and possibly act on the following:

20. Letter, dated June 7, 2018, from Christopher Ahmadjian, Baystate Roads, 130 Natural Resources Road, Amherst, re: Chad Morin Roads Scholar-so noted 21. Letter, dated June 7, 2018, from Fire Chief David Parenti, Northborough, to Fire Chief James Vuona, re: Assistance in four alarm Northborough fire-so noted 22. Letter, dated June 8, 2018, from Kevin Kavanaugh, Enviornmental and Construction Management Services, 288 Grove Street, Braintree, re: 625 Turnpike Residential Fuel Oil-so noted 23. Letter, dated June 11, 2018, from Fahlino Sjuib, Metrowest Economic Research Center, 100 State Street, Framingham, re: Greater MetroWest Economic Profile-so noted 24. Email, dated June 13, 2018, from Charlotte Cutter, Mass Cultural Council, re: Power of Culture Meeting in Auburn-so noted Minutes Shrewsbury Board of Selectmen June 26, 2018 Page 5 of 5

25. Letter, dated June 15, 2018, from Kevin Mizikar, Town Manager, to Thaddeus Gregarczyk, 25 Avon Ave, re: Water Abatement-so noted 26. Email, dated June 20, 2018, from Residents of Green Street, to Bernard Cahill, Town Planner, re: Site Lighting Plan Columbia Gas and Green Street-so noted 27. Email, dated June 21, 2018, from Rena Mayberry, 57 Walnut Street, re: Request for Traffic Study on Walnut Street- Mr. DePalo moved that the Board send the request to Engineering, Highway, and Police for review and recommendation. Seconded by Ms. Miller, Mr. Lebeaux abstained from the vote, 4-0 one abstained.

On a motion by Mr. Kane, seconded by Ms. Casavant, the Board unanimously voted to adjourn at 8:40 pm.

Respectfully Submitted,

Valerie B. Clemmey Administrative Assistant to the Board of Selectmen

Referenced materials Intermunicipal Agreement for Conveyance of Wastewater Town of Shrewsbury Organizational Charts FY2019

INTERMUNICIPAL AGREEMENT FOR CONVEYANCE OF WASTEWATER

An AGREEMENT made and entered into this ____ day of ______, 2018, by and between the Town of Shrewsbury, a municipal corporation having its mailing address at 100 Maple Avenue, Shrewsbury, Massachusetts 01545, acting by and through its Board of Selectmen (“Shrewsbury”), and the City of Worcester, a municipal corporation having its mailing address at 455 Main Street, Worcester, Massachusetts 01608, acting by and through its duly authorized City Manager (“Worcester”). Shrewsbury and Worcester are sometimes referred to collectively herein as the “Parties”.

WHEREAS, Worcester is a member of the Upper Blackstone Water Pollution Abatement District (“Upper Blackstone”) a body corporate established under Chapter 752 of the Acts of 1968 as amended, which owns and operates a regional wastewater treatment facility in Millbury, Massachusetts (the “Treatment Plant”) and is authorized to collect, treat and dispose of wastewater generated from certain member cities, towns and sewer districts within the Commonwealth including the City of Worcester;

WHEREAS, Shrewsbury entered an agreement with the Upper Blackstone, dated March 6, 2002, which provides for the treatment of sewerage generated by the Goddard Industrial Park, as further defined herein, at the Treatment Plant (the “Shrewsbury U.B. Agreement”);

WHEREAS, Shrewsbury and Worcester are parties to an intermunicipal agreement dated February 4, 2002 (the “2002 Intermunicipal Agreement”), which allows Shrewsbury to connect a portion of its municipal sewer system to the Worcester sanitary sewer system for the purpose of conveying wastewater to the Treatment Plant;

WHEREAS, Worcester intends to install a new sewer main in Route 20, terminating at or in the vicinity of the Shrewsbury town line, which will provide for new sewer connections, including opportunities for connections to serve properties in Shrewsbury;

WHEREAS, Shrewsbury intends to design and construct sewer infrastructure to provide for connecting certain sewer service areas in Shrewsbury to the new sewer line to be constructed by Worcester, all as described herein; and

WHEREAS, Worcester and Shrewsbury desire to replace the aforementioned 2002 Intermunicipal Agreement with this Agreement.

NOW THEREFORE, in accordance with M.G.L. c. 40, §4A, M.G.L. c. 83, §1, and in consideration of the mutual promises, payments, covenants and agreements as set forth herein, the Parties agree as follows:

1. MUNICIPAL SEWER SYSTEM CONNECTIONS.

In accordance with the terms and conditions herein, Shrewsbury may install and maintain the following sewer connections to the new sewer main to be installed by Worcester:

Client Matter/26353/00001/A3359030.DOCX[Ver:9] 1

a. Goddard and Ek Court Connections. Shrewsbury is authorized to maintain the existing connection of the Goddard Industrial Park sewer system in Shrewsbury (the “Goddard Connection”), and the existing connection of the properties located at #3A, #5, #5A Ek Court in Shrewsbury (the “Ek Court Connection”), to the Worcester sewer system. The sewer service area for the Goddard Connection is shown on a plan attached hereto as Exhibit A. The sewer service area for Ek Court Connection is shown on a plan attached hereto as Exhibit B. The Goddard Connection and the Ek Court Connection shall be for the limited purpose of conveying wastewater generated at the Goddard Industrial Park as shown on Exhibit A and #3A, #5, and #5A Ek Court, as shown on Exhibit B, through the Worcester sewer system to the Treatment Plant.

b. Shrewsbury Water Treatment Plant Connection. Shrewsbury is authorized to install and maintain a sewer connection to serve Shrewsbury’s Water Treatment Plant, located at 45 Main Street, Shrewsbury and shown as Parcel 45 on Exhibit A (the “Water Treatment Plant Connection”). The Water Treatment Plant Connection shall tie-in to the Goddard Connection. Shrewsbury shall install and maintain a meter for recording dischargers into the Water Treatment Plant Connection. Shrewsbury shall permit Worcester personnel to inspect the meter upon reasonable notice.

c. Route 20 Connection. Shrewsbury is authorized to reroute portions of its existing municipal sewer system in the southern area of Shrewsbury and to construct a new sewer main located or to be located along the Route 20 corridor, to connect to the Worcester sewer system (the “Route 20 Connection”). The sewer service area for the Route 20 Connection will be attained in two phases, as shown on plans attached hereto as Exhibit C, for Phase 1 and as Exhibit D, for Phase 2. The Route 20 Connection shall be for the purpose of conveying wastewater generated from areas of Shrewsbury shown on Exhibits C and D through the Worcester sewer system to the Treatment Plant.

d. Service Areas. The Goddard Connection, the Ek Court Connection, the Water Treatment Plant Connection, and the Route 20 Connection are collectively referred to herein as the “Connections”. Shrewsbury shall take all steps necessary to ensure that only the respective sewer service areas, as described herein, are served by the Connections.

2. AMENDMENT TO THE SHREWSBURY U.B. AGREEMENT.

Shrewsbury may seek an amendment to the Shrewsbury U.B. Agreement to include the treatment of sewage received from the Ek Connection, the Water Treatment Plant Connection, and the Route 20 Connection. Worcester shall not oppose such an amendment to the Shrewsbury U.B. Agreement.

Client Matter/26353/00001/A3359030.DOCX[Ver:9] 2

3. MEPA APPROVAL.

Due to the proposed Route 20 Connection, this Agreement may be subject to the provisions of the Massachusetts Environmental Policy Act (“MEPA”) (M.G.L. c. 30, §§61 – 62I and the MEPN , 301 CMR 11.00). Shrewsbury may pursue any approvals required under MEPA or a determination by the Massachusetts Secretary of Energy & Environmental Affairs that an Environmental Impact Report (EIR) is not required for this Agreement. Worcester shall cooperate with Shrewsbury in seeking the approval and/or favorable determination by the Secretary of Energy & Environmental Affairs. If an EIR is required and Shrewsbury determines, in its sole and absolute discretion, that the required EIR is unreasonable, then Shrewsbury may elect to decline (not install) the Route 20 Connection.

4. WASTEWATER LIMITATIONS AND CAPACITY.

Shrewsbury may convey up to 1.5 million gallons per day of average daily flow through the Connections to the Worcester sewer system. The average daily flow shall not be increased above the maximum allowed unless approved by Worcester.

5. COSTS AND EXPENSES OF THE CONNECTIONS.

Shrewsbury shall be responsible for all costs and expenses required to complete the Connections.

6. INFORMATION REGARDING CONSTRUCTION.

To facilitate Shrewsbury’s completion of the Connections, Worcester shall provide Shrewsbury with a copy of Worcester’s construction schedule for the new sewer main to be installed by Worcester in Route 20. After commencement of the sewer main installation work, Worcester shall inform Shrewsbury of any delays in the construction schedule. Worcester shall provide Record Drawings of the new sewer main in Route 20 to Shrewsbury, when available. Additionally, Shrewsbury shall provide, at no cost to Worcester, any engineering documents, plans, specifications or schematics created in the course establishing and maintaining the Connections.

7. METER INSTALLATION AND MAINTENANCE.

Prior to the commencement of sewer service at the Water Treatment Plant Connection and at the Route 20 Connection, Shrewsbury shall furnish and install suitable meters, subject to prior written approval by Worcester, at both the Water Treatment Plant Connection and at the Route 20 Connection, each to record the flow of wastewater into the Worcester sewer system. Shrewsbury shall be responsible for the operation of the meters and shall pay for all maintenance, service and repair costs associated with the meters. Shrewsbury shall inspect and calibrate the meters annually and Shrewsbury shall send a report of the meter testing to Worcester’s Commissioner of Public Works and Parks (the “Commissioner”). Upon receipt of reasonable notice, Shrewsbury shall afford Worcester with access to inspect the meters.

Shrewsbury shall provide the Commissioner with quarterly records of the metered flows recorded at the meters or provide the City with “read-only” access to Shrewsbury’s online

Client Matter/26353/00001/A3359030.DOCX[Ver:9] 3

SCADA system. The records shall include the average and maximum daily flow and maximum hourly flow for each month.

8. TRANSPORT FEE.

Shrewsbury shall pay to Worcester on a quarterly basis, in arrears, fees for the costs to transport sewage from the Connections to the Treatment Plant (the “Transport Fee”). The Transport Fee shall be determined by applying the rate schedule attached hereto as “Exhibit E” (the “Rate Schedule”) to the flows from each of the Connections, as determined in accordance with the provisions herein.

9. ADJUSTMENTS TO RATE SCHEDULE.

After the first anniversary of the date this Agreement is entered by the Parties, the Rate Schedule may be revised once annually by Worcester in each succeeding year of this Agreement provided, however, that any increase in the Rate Schedule may only be enacted upon a concurrent increase in Worcester's "In-City” sewer user rate and, furthermore, that the percentage of increase in the Rate Schedule shall be no greater than the percentage rate of increase in the “In-City” sewer user rate, as approved by the Worcester City Council, but excluding from the calculation of the percentage of increase any amount attributed to or resulting from an increase in the costs for treatment as charged by or payable to the Upper Blackstone.

10. DETERMINATION OF FLOWS AND BILLING.

(a) For the Goddard Connection and the Ek Connection, the Transport Fee shall be calculated by applying the Rate Schedule to the estimated wastewater flow from the Goddard Connection and the Ek Court Connection into the Worcester sewer system for the quarterly billing period. The estimated wastewater flow from the Goddard Connection and the Ek Court Connection shall be based on 100% water usage for the individual properties in each service area. Shrewsbury shall provide water usage data for the properties served by the Goddard Connection and the Ek Court Connection to Worcester on a quarterly basis, due on or before the 1st day of August, November, February, and May.

(b) For the Water Treatment Plant Connection, the Transport Fee shall be calculated by applying the Rate Schedule to the actual metered flow, as measured at the meter for the Water Treatment Plan Connection. Shrewsbury shall provide the meter readings to Worcester on a quarterly basis.

(c) For the Route 20 Connection, the Transport Fee shall be calculated by applying the Rate Schedule to the actual metered flow, as measured at the meter for the Route 20 Connection, to the Worcester sewer system. Shrewsbury shall provide the meter readings to Worcester on a quarterly basis.

(d) Worcester shall deliver to Shrewsbury invoices for the Transport Fee for the Connections on a quarterly basis. Payments shall be due from Shrewsbury within thirty (30) days of receipt of an invoice. A monthly interest charge of 1.17% equivalent to 14% per annum shall be assessed on any unpaid balance which is more than sixty (60) days past due.

Client Matter/26353/00001/A3359030.DOCX[Ver:9] 4

11. SEWER DESIGN AND PRETREATMENT.

Shrewsbury agrees that the design, construction, maintenance and operation of any sewer system that Shrewsbury connects to the Worcester sewer system shall comply with all applicable sewer use ordinances, regulations and specifications of Worcester and the Treatment Plant, as may be amended from time to time. Shrewsbury further covenants that wastewater entering the Worcester sewer system through the Connections shall meet or exceed pretreatment standards established pursuant to the Clean Water Act (33 U.S.C. § 1311 et seq.) as well as other applicable wastewater regulations established by the United States Environmental Protection Agency (EPA) the Massachusetts Department of Environmental Protection (DEP) or any other agency or body having jurisdiction over the parties or subject matter of this Agreement.

12. MAINTENANCE, REPAIRS AND ALTERATIONS.

In the event that Shrewsbury makes any improvements to the Worcester sewer system, said improvements shall become the property of Worcester. Shrewsbury warrants and represents that, except in the case of emergency, no repairs or alterations shall be performed on the pumping stations, force mains, gravity mains, service connections or appurtenances included in the Shrewsbury sewer system which would affect the quality or quantity of the wastewater discharged therefrom into the Worcester sewer system without 24 hour prior written notification to the Worcester Sewer Department. Said department shall be notified verbally by Shrewsbury of any emergency necessitating repairs to said equipment that would affect the quality or quantity of said wastewater prior to initiating said repairs.

13. ACCESS BY WORCESTER.

Shrewsbury warrants and represents that authorized agents or representatives of Worcester shall be permitted, upon reasonable notice, to inspect all portions of the Shrewsbury sewer system that connect to the Worcester sewer system. Such access shall be for the limited purpose of inspecting, observing, measuring, sampling and testing any portion of said system. Upon receipt of a request from Worcester, Shrewsbury provide assistance in gaining access to private property for the purpose of inspecting or testing the sewer connection serving the property.

14. ACCESS BY SHREWSBURY.

Authorized agents or representatives of Shrewsbury shall be permitted, upon reasonable notice, to inspect those portions of Worcester's sewer system, which accept wastewater from Shrewsbury. Such access shall be for the limited purpose of inspecting, observing, measuring, sampling and testing any portion of said system.

15. LIABILITY.

Pursuant to M.G.L. c. 40, § 4A, each Party shall be liable for the acts and omissions of its own employees and not for the employees of the other in the performance of this Agreement, and to the extent provided by M.G.L. Chapter 258 (the Massachusetts Tort Claims Act). By entering into this Agreement, neither of the Parties has waived any governmental immunity or limitation of damages which may be extended to them by operation of . Pursuant to provisions of MGL c. 83, §1, employees of Worcester and employees of Shrewsbury, while in the performance of

Client Matter/26353/00001/A3359030.DOCX[Ver:9] 5 their duties under this Agreement in the territory of the other, shall have the same immunities and privileges as if performing the same work in their respective city or town.

16. AMENDMENTS.

This Agreement and the payment provisions contained herein may be amended from time to time with the consent of all parties. To be effective, amendments must be in writing and duly executed by both parties.

17. REGULATORY AUTHORITY.

This Agreement is subject to the lawful rules, regulations, decisions, orders and directives of the United States EPA and the Massachusetts DEP and any agency of the state or federal government with jurisdiction over the parties or subject matter of the Agreement. Any and all conditions, rules, regulations, orders or requirements heretofore or hereafter placed upon Worcester by the EPA, the DEP, or any other agency, division, office or department of the United States or the Commonwealth of Massachusetts or by any court of competent jurisdiction, shall be construed to be a part of this Agreement.

18. RESOLUTION OF DISPUTES.

In the event of any dispute between the parties, whether arising out of or under the provisions of this Agreement or of regulations promulgated by any party to this Agreement, the matter shall be submitted to a Massachusetts court of competent jurisdiction, unless the Parties first agree to engage in an alternative means of dispute resolution within twenty (20) days after written notice of such a dispute has been delivered from one party to the other.

19. INVALIDITY.

The invalidity of any provision of this Agreement shall not be deemed to impair or affect, in any manner, the validity, enforceability or effect of the remainder of this Agreement, and in such event all of the other provisions of this Agreement shall continue in full force and effect as if such invalid provision had never been included herein.

20. WAIVER.

No provision contained in this Agreement shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur.

21. CAPTIONS.

The Captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of the Agreement, nor the intent of any provision hereof.

Client Matter/26353/00001/A3359030.DOCX[Ver:9] 6

22. TERM OF AGREEMENT.

The term of this Agreement shall be twenty-five (25) years, commencing on January 1, 2019 (the “Date of Commencement”). The 2002 Intermunicipal Agreement shall remain in effect pursuant to its terms until the Date of Commencement.

23. TERMINATION.

Shrewsbury may terminate this Agreement by providing two year’s prior written notice of the effective date of termination to Worcester.

Worcester may terminate this Agreement upon a breach of a material term of this Agreement by Shrewsbury, provided and subject to Worcester having first delivered written notice to Shrewsbury of the breach and providing Shrewsbury with a ninety (90) day period to cure the breach. The Agreement shall not terminate if Shrewsbury cures or corrects the breach of this Agreement prior to the expiration of the 90-day period. Worcester may extend the period for Shrewsbury to cure the breach by written agreement.

24. LAW GOVERNING.

This Agreement and all rights and obligations, including matters of construction, validity and performance, shall be governed by the law of Massachusetts.

25. SEVERABILITY.

If any provision of this Agreement is declared illegal, unenforceable or void, then both parties shall be relieved of all obligations under that provision. The remainder of the Agreement shall be enforced to the fullest extent permitted by law.

26. MAXIMUM FINANCIAL LIABILITY.

Pursuant to M.G.L. c. 40, § 4A, the maximum extent of each Party’s financial liability in connection with this Agreement is as set forth herein.

27. REPORTING.

To the extent required by M.G.L. c. 40, § 4A, Shrewsbury and Worcester shall each maintain accurate and comprehensive records of services performed, costs incurred and reimbursements and contributions received on account of the services provided under this Agreement, and shall provide for the performance of regular audits of such records.

28. NOTICES.

All notices required or permitted by this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid:

If intended for Shrewsbury:

Client Matter/26353/00001/A3359030.DOCX[Ver:9] 7

Town Manager Town of Shrewsbury 100 Maple Avenue Shrewsbury, MA 01545

If intended for Worcester:

Commissioner of Public Works & Parks City of Worcester 20 East Worcester Street Worcester, MA 01604

29. COUNTERPARTS.

This Agreement may be signed in any number of counterparts all of which taken together, shall constitute one and the same instrument, and any Party hereto may execute this Agreement by signing one or more counterparts.

[SIGNATURES ON NEXT PAGE]

Client Matter/26353/00001/A3359030.DOCX[Ver:9] 8

In Witness WHEREOF, the parties hereto have affixed their hand and seals at Worcester County, Massachusetts, this ____ day of ______, 2018.

EXECUTED as a sealed instrument on the date first above written.

TOWN OF SHREWSBURY CITY OF WORCESTER

By its Board of Selectmen By its City Manager

By: By: Name: Kevin Mizikar Name: Edward M. Augustus, Jr. Title: Town Manager Title: City Manager Duly authorized by a vote of the Board of Selectmen dated ______, 2018 and attached hereto

RECOMMENDED RECOMMENDED

By its Board of Sewer Commissioners By: Name: Paul Moosey, P.E. By: Title: Commissioner of Public Works and Name: ______Parks Title: ______Duly authorized by a vote of the Board of Sewer Commissioners dated ______, 2018 and attached hereto

Approved as to Legal Form Approved as to Legal Form

By: By: Name: ______Name: ______Title: ______Title: ______

Client Matter/26353/00001/A3359030.DOCX[Ver:9] 9

EXHIBITS A, B, C and D

Maps of Service Areas for Goddard Connection (A), Ek Connection (B), Route 20 Connections (C – Phase 1 and D – Phase 2).

Client Matter/26353/00001/A3359030.DOCX[Ver:9] 10

EXHIBIT E

Rate Schedule

Client Matter/26353/00001/A3359030.DOCX[Ver:9] 11

Town of Shrewsbury Organizational Chart FY 2019

June 26, 2018 Town of Shrewsbury