Board of Selectman Special Meeting Materials (linked)

THE
WATERFORD / EAST LYME
WASTEWATER COLLECTION AND CONVEYANCE AGREEMENT
DATED: » 2022

TABLE OF CONTENTS
FOR THE
WATERFORD / EAST LYME
WASTEWATER COLLECTION AND CONVEYANCE AGREEMENT
An Agreement between the Town of Waterford and the Town of East Lyme hereinafter referenced
as “Parties” regarding the collection and conveyance of wastewater from these towns to the City of
New London’s Thomas E. Piacenti Regional Water Pollution Control Facility,
PART I— INTRODUCTION
SECTION PAGE
1. Recitals ie ceeecsesecccceuseeccesvereseseneauveseesevneseeusuusesueas ; i]
2. Definitions
Capital ACCOUNL «0.0... csceccccececeevesecuaeeertesuauveesennare
Capital Improvements
Municipalities ......0.c.ccccseseeeseeersnerereaees
Partles .oo.ccccceseceseeeeceneaeesasesaeserceeenness
Piacenti Facility ....... .
Planned Capital Project .........cccccsccsecesseveesecessseueye
Third Parties .
3. Description of the Shared Integrated Collection and Conveyance
and Pumping System
A) Shared Infrastructure of the Parties
1, Waterford’s Shared Collection and Conveyance System .... 2
2, East Lyme’s Collection and Conveyance System ........00.. 3
B) Current and Future Sharing of Parties’ Infrastructure with Non-Parties
1. Current Non-Party Users of Parties’ Infrastructure
Point O7 Wo0dS .0.....cccceeeeeecceaeeecenssauseeeeneestens 3
2, Current Non-Parties with Rights to Use Parties’ Infrastructure
a. The Miami Beach Association and The Miami Beach
Association Water Pollution Control Authority ..,..... 4
b. Old Lyme Shores Beach Association and The Old
Lyme Shores Beach Association Water Pollution
Control Authority 0.0.0... ceceseecceceeeenaeetensecreessaee 4
c. The Old Colony Beach Club Association and The Old
Colony Beach Club Association Water Pollution
Control Authority 0000s ccecccseeeseceereneeevenen ees 4

SECTION PAGE
d. Town of Old Lyme, a municipal corporation, and the -
Old Lyme Water Pollution Control Authority .......... 4
3. Potential Future Non-Party Use of Parties’ Infrastructure. 4
PART I - METERING FLOW AND WASTEWATER QUALITY
1 Measurement Of FIOWS ........... cscs ccseesessensteneessuscevesuceenene 3
Standards of Flows/Permits/Wastewater Quality.............cc06 5
PART M1 — BILLING
1. Baling 20... eccceee ce ccceeeecceeeecenecseeesseuenacauaaeeverssesersoaenes 5
PART IV - EMERGENCY REPAIRS
1, Emergency Repairs ...... Pe eee tne NOLES bE AEN Ete EE EE 6
PART V- SHARED RESPONSIBILITIES FOR CAPITAL AND OPERATION AND
MAINTENANCE
1, Town of Waterford to Serve as Custodian of Capital Account ....... 6
2. Sharing Costs for Capital Improvements and Operation and Maintenance
for the Use of Waterford’s Shared Infrastructure ..............secseue 7
3. Coordination with New London/Waterford/East Lyme Wastewater
Collection, Conveyance and Treatment Agreement ........0.00.....06 8
PART VI- TERM, REOPENING AND TERMINATION OF AGREEMENT
i. Term of Agreement .......:.cccssseseescssssesceesenaneessrerseeteveeanes 9
2. Procedure for Termination of the Agreement 9
PART VI ~ OTHER PROVISIONS
1. Dispute Resolution .......0cccceeesesscseeecaeeceeeceetveeessepersense 9
2. Right to Access Records .. ves 10
3. Reservation of Rights ........cccsesescsscsesesevrestsaereaseeasaneeeeens 10
4, Supersedes the 1988 Agreement and any Amendment
TROLL occ ec ccesecessteneeereceereneeterecneeseeteanereereueeeteeners 10
5. Amendments and, Modifications only in Writing . 10
6. Choice of Connectiout Law ........cccsretscceseveeseesosesseeesvensen 10

SECTION PAGE
7. Severability Clause ....... 0 ccccecseccs nest eeen see eteeea eee epabicnerniee 10
8. No Third-Party Rights ......0.c cc ceeseeeeneeeeee pee bene saeena esa rene ll
9. Singular/Plural Usage .........-c0 csc - ll
10. Listing of Names and Addresses for Notices .........sccseeeeceveee i
PART VIM — APPENDICES
Appendix A Capital Accounts /
Appendix B Waterford’s Shared Collection and Conveyance System
Appendix C New London/Old Lyme Beaches Agreement
Appendix D East Lyme/Beach Associations Agreement

PART J~ INTRODUCTION
SECTION I — RECITALS
WHEREAS, the City of New London, the Town of Waterford and the Town of East Lyme
entered into a 30-year Agreement (hereinafter referred to as the “Tri-Town Agreement”) dated
October 15, 2021 regarding the collection and conveyance of wastewater from the Towns to a
wastewater treatment plant and related facilities located in the City of New London; and the
shared responsibility for the annual operation and repair of said facilities under the Tri-Town
Agreement; and
WHEREAS, Waterford is allocated 30% of the daily treatment capacity of the Piacenti Facility
and East Lyme is allocated 15% of the Piacenti Facility’s treatment capacity; and
WHEREAS, the purpose of this Agreement (hereinafter referred to as the “Two-Town
Agreement”) is to continue the mutually beneficial collaboration between the Towns of Waterford
and East Lyme which have developed an interconnected wastewater collection and conveyance
system. The collection and conveyance facilities located in each community are owned by their
respective communities. This Two-Town Agreement establishes the terms, conditions and
tespective rights and responsibilities of Waterford and East Lyme regarding the operation and
shared use of this interconnected system.
WHEREAS, transmission of wastewater from Bast Lyme to said Piacenti Facility will require
the use of interceptor sewer mains and other wastewater conveyance systems located in
Waterford, and
WHEREAS, East Lyme and Waterford desire to set forth their respective rights and obligations
regarding the use and maintenance of said facilities,
WHEREAS, both Parties acknowledge New London granted up to 300,000 gallons per day of
treatment capacity in a 2018 Agreement with the Beach Associations referenced herein which
will be additional flow through both East Lyme and Waterford above and beyond each of the
Town’s allotted capacity,
WHEREAS, each Party recognizes that an order from the State of Connecticut directed at either
Town might require certain terms of this Agreement to be revisited.
NOW THEREFORE, the Parties agree to the following:
For the purpose of this Agreement, the following terms shall have the meaning set forth below:
SECTION 2 —- DEFINITIONS
“Capital Account” means an account which may be established separately for each of the Parties
and maintained by the Town of Waterford which will reflect the accumulated capital payments,
interest accrued and reserves created by each Party and not yet expended for Capital

Improvements unrelated to the shared facilities referenced in the October 15, 2021 Tri-Town
Agreement. The beginning balances for each Party at the time of the signing of this Agreement
are attached as Appendix'A ‘Beginning Balances of Capital Account’.
“Capital Improvements” means the acquisition, construction, reconstruction, rehabilitation,
demolition or replacement of certain shared infrastructure described on a map attached hereto as
Appendix B under terms and conditions as detailed in Part V herein.
“Municipalities” means the geographical boundaries of Waterford and East Lyme; “municipality”
means any one or more of the municipalities, as the context may dictate.
“Parties” means the Town of Waterford (hereinafter called “Waterford”) represented by
Waterford Utility Commission, and the Town of East Lyme (hereinafter called “Bast Lyme”)
represented by the East Lyme Water & Sewer Commission.
“Piacenti Facility”, means the City of New London's existing treatment plant, known as the
“Thomas E. Piacenti Regional Water Pollution Control! Facility”.
“Planned Capital Project” means a capital improvement project that Waterford has planned well
in advance allowing Waterford ample time to notify East Lyme of the cost and timing of the
project.
“Third Party(ies)” means any town, city, or entity whether public, quasi-public, or private, located
outside of the jurisdictional boundaries of the Town of Waterford, and/or the Town of East Lyme.
“Towns” means Waterford and East Lyme; “town” means either of the towns, as the context may
dictate.
SECTION 3 — DESCRIPTION OF THE SHARED INTEGRATED COLLECTION AND
, CONVEYANCE AND PUMPING SYSTEM
A) SHARED INFRASTRUCTURE OF THE PARTIES
1. WATERFORD’S SHARED COLLECTION AND CONVEYANCE SYSTEM
Waterford's existing interceptor sewers, force mains and other directly related facilities
located as follows: beginning at the intersection of Gallup Lane and Rope Ferry Road,
extending in a general easterly direction to the Evergreen Pump Station (hereinafter
“Evergreen PS”). The collection and conveyance component of this system is shared by-
East Lyme and Waterford. Said wastewater conveyance system is more particularly
described in a map or plan or report entitled “Map Showing the General Location of
Selected Wastewater Conveyance Facilities in the Town of Waterford Comprised of East
Lyme Sewer Main and Waterford Wastewater Conveyance System Date: August 23, 1988
Not to Scale by Consulting Environmental Engineers, Inc.” See Appendix B ‘Waterford’s
Shared Collection and Conveyance System’, Ownership and title to the sewers and related
facilities located in Waterford is in the Town of Waterford.

2, EAST LYME’S COLLECTION AND CONVEYANCE SYSTEM
For purposes of this Agreement, East Lyme’s wastewater conveyance system shall consist
of a “force main” and related facilities in the Town of Waterford, which are connected to
the westerly terminus of Waterford’s existing wastewater conveyance system described
above. For purposes of this agreement, such East Lyme's “force main" means that pipe
and related facilities in Waterford located as follows: beginning at the east bank of the
Niantic River at land now or formerly of John Wadsworth, thence extending in a general
easterly direction along Avenué "B" to its intersection with Fourth Street, thence
extending in a general southerly direction along Fourth Street to its intersection with Mago
Point Way extending in a westerly direction to Rope Ferry Road, thence extending in a
general easterly direction along Rope Ferry Road to its intersection with Gallup Lane,
being the westerly terminus of Waterford's wastewater conveyance system described
herein. Said force main is more particularly described in a map or plan or report entitled
“Map Showing the General Location of Selected Wastewater Conveyance Facilities in
the Town of Waterford Comprised of East Lyme Sewer Main and Waterford Wastewater
Conveyance System Date: August 23, 1988 Not to Scale Consulting Environmental
Engineers, Inc." See Appendix B. .
The design, construction and installation of East Lyme's force main described herein was
at East Lyme's sole cost and expense. The force main meets the construction and
performance standards of equivalent facilities performed under the jurisdiction of the
Waterford Water Pollution Control Authority (now Utility Commission),
Upon completion of the construction of the force main referenced above and upon
Waterford's acceptance of said main, ownership and title to the force main described
above was vested in Waterford, East Lyme has the exclusive use of this force main,
After the completion of the connection between Waterford’s wastewater conveyance
system and East Lyme's force main, Waterford accepted said force main and Waterford
assumes the responsibility for maintaining, repairing and operating the Waterford shared
wastewater collection and conveyance system and the East Lyme “force main” described
above. The cost of capital maintaining, repairing and operating the shared wastewater
collection and conveyance system described in Paragraph 1 above (except for the
Evergreen PS) shall be apportioned between the Towns based on proportional use of said
system. The cost of capital, maintaining, repairing and operating the East Lyme force main
shall be paid by East Lyme. The maintaining, repairing, operating, and capital cost sharing
for the use of the Evergreen PS is addressed in the Tri-Town Agreement of October 15,
2021.
B) CURRENT AND FUTURE SHARING OF PARTIES’ INFRASTRUCTURE, WITH
NON-PARTIES
1.
CURRENT NON-PARTY USERS OF PARTIES’ INFRASTRUCTURE
Point O’ Woods

2. CURRENT NON-PARTIES WITH RIGHTS TO USE PARTIES’ |
INFRASTRUCTURE
a. The Miami Beach Association and The Miami Beach Association Water Pollution
Control Authority*
ion
. Old Lyme Shores Beach Association and The Old Lyme Shores Beach Association
Water Pollution Control Authority*
ge
The Old Colony Beach Club Association and The Old Colony Beach Club
Association Water Pollution Control Authority*
o
Town of Old Lyme, a municipal corporation, and Old Lyme Water Pollution
Control Authority
* Pursuant to July 24, 2018 Agreement between East Lyme and Beach Associations.
3, POTENTIAL FUTURE NON-PARTY USE OF PARTIES’ INFRASTRUCTURE
All Parties affected by any proposed additional expansion of the use of this
interconnected wastewater collection and conveyance infrastructure by Third Parties
located outside of the Parties’ territorial limits must agree in advance to the terms and
conditions associated with such additional sharing of a Parties’ infrastructure.
If East Lyme seeks to create additional Third Party customers who will be using
Waterford’s infrastructure beyond those with contractual rights as of the date of this
Agreement, il shall secure approval for such usc from Waterford according to the
following terms:
If East Lyme financially benefits from such additional use beyond the proportional
contributions for O&M based on flow described in Part II, Section 1, it will share such
benefit with Waterford in proportion to the respective depreciated value of East Lyme’s
and Waterford’s collection and conveyance systems affected by such additional use. For
instance if East Lyme receives XX dollars for the intended flow use of its transmission
system from any proposed new customer it shall share said revenue proportionally with
Waterford based on the depreciated value of each Town’s original investment in the
infrastructure being used by said new customers. Within the first three years of the
Agreement, the Parties will come to an agreement regarding the dollar value of each
communities’ depreciated infrastructure affected by any new use so as to be able to
calculate the allocation of the benefits to each of any additional transmission capacity
revenue.

PART U1 — METERING FLOW AND WASTEWATER QUALITY
SECTION I - MEASUREMENT OF FLOWS
‘East Lyme has installed and will maintain a flow measuring device at the Niantic River Pump
Station (hereinafter “Niantic River PS”)which meets mutually acceptable specifications to
measure, record and transmit the volume of wastewater flow from East Lyme to Waterford.
Waterford has installed and will maintain flow measuring devices at Mago Point and the
Evergreen PS which meet mutually acceptable standards to measure, record and transmit the
combined volume of wastewater flow from East Lyme through the portion of Waterford’s
collection and conveyance system covered by this Agreement, The flow measuring device at
Mago Point will serve as a backup for the meter at the Niantic River PS. The respective rights
and responsibilities for meters in Waterford and East Lyme which calculate flow from East Lyme
are articulated in the Tri-Town Agreement and adopted here by reference,
SECTION 2 ~ STANDARDS OF FLOWS/PERMITS/WASTEWATER QUALITY
The Waterford Utility Commission will promulgate and maintain rules and regulations consistent
with state and federal law and the City's wastewater treatment guidelines with respect to the
operation of the wastewater conveyance system and sewer main and related facilities. East Lyme
will adopt and enforce the same rules and regulations and any amendments thereto within the
boundaries of East Lyme. If either town proposes to adopt new rules and regulations which affect
the wastewater conveyance system and sewer main and related facilities and are more stringent
than those required by state and federal and the city's guidelines, the respective Water Pollution
Control Authorities of each town shall agree upon the necessity and terms of such rules and
regulations before they are adopted, except that Waterford may apply and enforce any such more
stringent rules and regulations in Waterford before agreement with Kast Lyme.
Waterford and East Lyme have committed to New London and one another the collection and
conveyance of wastewater to New London which meets the requirements detailed in the Tri-Town
Agreement which commitment is adapted herein by reference.
East Lyme shall be responsibje for assuring that the strength and character of the wastewater
discharged into the Waterford sewer system meets the requirements of the Waterford Sewer Use
and Sewage Disposal Ordinance. More particularly, East Lyme shall make provisions for odor
and corrosion control to assure that the wastewater discharge into Waterford’s infrastructure has a
daily average hydrogen sulfide concentration of less than 5 ppm (vapor) and a peak concentration
ofnot more than 15 ppm (vapor). East Lyme shall provide adequate facilities for treatment, testing
and remote monitoring consistent with Waterford’s standards and practices to assure that the
hydrogen sulfide limitations are met.
PART UI - BILLING
The parties agree to collaboratively develop, over the next three years, a transparent billing
protocol which meets the diverse needs of both communities. The current billing method will be

used in the interim. Waterford will provide timely responses to any questions East Lyme has
about the basis of the existing and proposed billing protocols.
PART IV —~ EMERGENCY REPAIRS
SECTION I - EMERGENCY REPAIRS
The Town of Waterford may make such emergency repairs to the shared collection and
conveyance infrastructure covered by this Agreement as are necessitated from time to time for
operational reasons. The cost of said emergency repairs shall be paid out of the Capital Accounts
for each Town pursuant to the percentages described in Part V, Section 2 below, The Town of
Waterford may make emergency repairs without a prior agreement between Waterford and Bast
Lyme,
PART V —- SHARED RESPONSIBILITIES FOR CAPITAL AND OPERATION AND
: MAINTENANCE
SECTION 1 ~ TOWN OF WATERFORD TO SERVE AS CUST! ODIAN OF CAPITAL
ACCOUNT
A separate ledger for each of the Capital Accounts will be maintained by Waterford on behalf of
both Waterford and East Lyme. The funds in the Capital Accounts shall be invested by Waterford
in the same instruments and with the same prudence as is required by State statute and regulation
for the investment of municipal funds generally. All income from the investment of the Capital -
Accounts shall be credited to each municipality's Capital Account in the same proportion as the
respective balances of the Capital Account of each municipality at the time the income was
accrued. An aovounting of the balances and all transactions affecting each of the Towns’ Capital
Accounts will be provided to East Lyme by Waterford each summer as soon as the Town’s audit
is complete. East Lyme may request a balance of their Capital Account at any time during the
year. Waterford shall provide said balance within ninety days of any such request,
Nothing herein contained shall preclude either Town from making extensions and improvements
in their respective sanitary sewerage systems, provided Waterford shall not make any capital
improvements to its wastewater conveyance system referred to in Part I, Section 3A)1 hereof or
the force main referred to in Part I Section 3A)2 hereof unless and unti! an agreement has been
entered into between it and East Lyme with respect to each Town's share of the costs of such
improvements and the manner in which each Town shall pay the same or a determination is made
under Part VII, Section 1. Should any extension or improvements by Waterford diminish the
continued availability to East Lyme of the capacity described in Section 1 or its exclusive use of
the force main described in Section 3.2, or should any extensions or improvements by East Lyme
"exceed the capacity described in Section 1, before undertaking such work the Towns shall enter
into an agreement with respect to each Town's share of the costs or credits resulting from such
extension or improvements, and the manner in which each Town shall pay the same.
Notwithstanding the provisions above, if Waterford determines that good engineering and

operating practice for sewer utilities requires that improvements should be made to its wastewater
conveyance system referred to in Section 3.1 hereof and Waterford and East Lyme are unable to
reach an agreement (with respect to the need for the improvement or each town's share of the
costs of such improvement and the manner in which each town shall pay the same) within 90 days
after Waterford notifies East Lyme of the need for the improvement, then the two towns shall
submit to arbitration the question of whether the particular improvement is warranted as good
engineering and operating practice for sewer utilities, A single arbitrator shall be appointed under
the jurisdiction of the American Arbitration Association. That arbitrator shall be a registered
professional engineer with recent experience in the field of sewer system construction and
operation. Said arbitrator shall not have been associated in any way with East Lyme or Waterford
or New London within the previous ten years, If the arbitrator determines that the improvement
is warranted, then the improvement shall be done. In making such determinations, Waterford and
the arbitrator shall take into account the continued availability to East Lyme of ‘the capacity
described in Section 1. Said arbitrator shall also determine the allocation of his or her fees for the
arbitration process. If any disagreement remains concerning each town's share of the costs of.
such improvement and the manner in which each town shall pay the same, such disagreement
shall be resolved in accordance with the provisions of Part VIl of this Agreement, Pending such
resolution, the cost of the improvement to the wastewater conveyance system shall be allocated
in the same ratio as provided in Part V for the most recent fiscal year and shall be paid by each
town as the-costs are incurred. The cost of an improvement to the force main shall be paid by East
Lyme as the costs are incurred. If the outcome of the arbitration as to costs shall result in an
adjustment of the amounts for which each town in responsible, such adjustments shall be made at
the time of the next semiannual payment made by East Lyme to Waterford under Part III.
SECTION 2 — SHARING COSTS FOR CAPITAL IMPROVEMENTS AND OPERATION
AND MAINTENANCE FOR THE USE OF WATERFORD’S SHARED
INFRASTRUCTURE
The cost for O&M as well as capital expenditures for the portion of Waterford’s shared
infrastructure used by East Lyme and its other customers under this Agreement are separate and
distinct from Waterford’s infrastructure used by East Lyme which is covered by the Tri-Town
Agreement (the Evergreen PS and the portion of the force and pressure mains to Piacenti which
are located in the Town of Waterford). Some of this infrastructure was constructed in 1975, Other
portions were constructed between 1976 through the date of this Agreement, Between the years
of 1975 thru 1993, only wastewater generated in Waterford was conveyed through the system.
Thereafter, wastewater generated in East Lyme and beyond also began to flow through this
infrastructure, ,
Under the previous Two-Town Agreement, the O&M and capital cost-sharing distribution for this
shared conveyance infrastructure was based on the total annual flows from East Lyme through
Waterford. The Parties agree to continue the same cost-sharing formula for O&M and capital
improvements based on proportional flow which was utilized in the previous Agreement.
Capital Improvements - means the acquisition, construction, reconstruction, rehabilitation,
demolition or replacement of the relevant portions of Waterford’s shared infrastructure as defined

in Part I, Section 2, or major components thereof. Capital Improvements include repairs which
cost, exclusive of the labor cost for Town employees, more than $25,000. This threshold figure
will increase 2% each year of the Two-Town Agreement. Other than the percentage of cost
sharing, capital expenditures threshold, and notifications associated, such expenditures with this
conveyance system will be handled administratively in a similar manner as capital expenditures
associated with the Piacenti Facility as described in the Tri-Town Agreement. The Capital
Improvements incurred during the fiscal year together with the flow percentages will be used to
calculate the Parties’ cost sharing. During the life of the previous “Waterford/East Lyme Sewer
Agreement”, East Lyme made annual contributions to Capital Accounts under Waterford’s
custody in the amount of $11,873 per year for the Waterford Wastewater Conveyance System,
now Waterford Shared Collection and Conveyance System, and $13,830 per year for the East
Lyme Sewer Main, now East Lyme’s Collection and Conveyance System.. With the approval of
East Lyme, during the life of the previous agreement, funds from these accounts were used to
cover East Lyme share for various capital expenditures associated with the Waterford Wastewater
Conveyance System. The total current balance of Hast Lyme’s accounts as of June 3, 2022 is
$140,861.03 (Appendix A). East Lyme shall continue such annual Capital Accounts
contributions to absorb the impact of a major [planned or emergency] capital expenditure on East
Lyme. During the life of the previous agreement Waterford did not create a Capital Accounts,
By ordinance, Waterford capital expenditures are funded through the general government fund,
and appropriations are made at such time [capital funds] as needed for emergencies, or through
the Capital Improvements Program (CIP) budget period for planned projects. Waterford will
continue such capital funding source.
Cost Sharing Distribution — For a given fiscal year, the percentage of cost sharing for O&M as
well as capital expenditures shall be prorated based on the flow from each community through
the portion of Waterford’s collection and conveyance covered by this Agreement:
East Lyme percentage — Annual flow from the East Lyme Conveyance System as
metered at the Niantic River PS in Niantic, then divided by the annual total flow into the
Evergreen PS from the Waterford Shared Collection and Conveyance System as metered
by the 48-inch interceptor meter located just west of the Evergreen PS, then multiplied
times 100.
Waterford percentage — 100.00 minus East Lyme percentage.
SECTION 3 — COORDINATION WITH NEW LONDON / WATERFORD / EAST LYME
WASTEWATER COLLECTION, CONVEYANCE AND TREATMENT AGREEMENT
Waterford and East Lyme agree that the provisions of this Agreement are to be read and
understood in conjunction with the East Lyme/Waterford/New London Agreement. Neither is
intended to abrogate the rights and responsibilities stated in the other. To the extent possible, said
agreements shall be construed so as to be harmonious and the separate provisions of each
agreement should be construed so that each would be operative.

PART VI- TERM, REOPENING AND TERMINATION OF AGREEMENT
SECTION 1 - TERM OF AGREEMENT
This Agreement shall be in effect for a period of twenty (20) years. The Parties shall have the
option of extending the Agreement for another ten (10) years if the Parties agree to such an
extension no less than five (5) years from the end of the original term. At any time before the
final five years of the initial twenty (20) year term, any of the Parties may, by giving written
notice to the other parties, propose to extend the term of this Agreement for an additional ten (10)
years. In such event, each of the Parties receiving said notice shall respond to said notice within
sixty (60) days after receipt of same. If either of the responding parties refuses to extend the
Agreement, it shall provide reasonable and rational reasons for said refusal. If either of the
responding Parties proposes an extension upon certain conditions or modifications, it shall give
reasonable and rational reasons for such conditions or modifications. Upon receipt of the answers
from the responding Parties, the Party proposing to extend the term of this Agreement shall either
begin negotiations with the other Parties or withdraw its proposal, in its discretion.
SECTION 2 —- PROCEDURE FOR TERMINATION OF THE AGREEMENT
The Parties agree to adapt the same termination procedure outlined in Part V, Section 2 of the
Tri-Town Agreement which shall be adopted herein by reference.
PART Vil —- OTHER PROVISIONS
SECTION 1 - DISPUTE RESOLUTION
It is the express intention of the parties that all legal proceedings related to this Agreement or to
any rights or any relationship between the parties arising therefrom, except disputes pertaining to
Part V, Section 1, shall be solely and exclusively initiated and maintained in the Superior Court
for the Judicial District for New London at New London, Connecticut. The parties each
irrevocably consents to the jurisdiction of such court in any such actions or proceedings, waives
any objection it may have to the laying of the jurisdiction of any such action or proceeding. It
shall be a condition precedent to initiating an action in the Superior Court that the parties have
engaged in non-binding mediation.
THE PARTIES HEREBY EXPRESSLY WAIVE ANY AND ALL RIGHTS THEY MAY
HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
(1) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT
OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (2) IN
ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED
HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND
THE PARTIES HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A

JURY, AND ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE PARTIES’
CONSENT TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY
SECTION 2 —-RIGHT TO ACCESS RECORDS
On reasonable notice and at reasonable times and intervals, all records of the Town of Waterford
pertaining to the infrastructure referenced herein shall be available for inspection and review by
authorized representatives of the Town of East Lyme and by an independent certified public
accountant retained and paid by East Lyme for such purposes.
SECTION 3 —- RESERVATION OF RIGHTS
The Parties each reserve the right to assign their respective rights and obligations under this
Agreement and any related agreements to an entity or system providing for regional water and/or
sewer service.
SECTION 4 — SUPERSEDES THE 1988 AGREEMENT AND ANY
AMENDMENT THERETO
Waterford and East Lyme agree that this Agreement is intended to supersede and replace their
agreement dated August 24, 1988, as amended, and that said agreement is hereby declared null
and void.
SECTION 5 —- AMENDMENTS AND MODIFICATIONS ONLY IN WRITING
The provisions of this Agreement shall be amended or modified only by written agreement duly,
executed by the duly authorized representatives of the Parties.
SECTION 6 — CHOICE OF CONNECTICUT LAW
This Agreement and any questions concerning its validity or construction shall be governed by
the laws of the State of Connecticut.
SECTION 7 —-SEVERABILITY CLAUSE
In the event that any provision of this Agreement shall for any reason be determined to be invalid,
illegal or unenforceable in any respect, the other provisions shall remain in force and effect,
except that if any portions of this Agreement are determined to be invalid, illegal or
unenforceable, the Towns will negotiate in good faith to reestablish the Sections that are
determined to be invalid, illegal or unenforceable. If after six months of negotiations, mutual
agreement is not reached, any Party may, but is not obligated to, terminate this Agreement in
same manner and subject to the same terms as provided in Part V1 Section 3 of this Agreement as
ifthe end of the term were five years from the date of notice of termination.
10

SECTION 8 ~ NO THIRD-PARTY RIGHTS
Except as may be expressly provided herein, nothing in this Agreement is intended to confer on
any person other than the Towns of Waterford and East Lyme any rights or remedies under or by
reason of this Agreement.
SECTION 9 — SINGULAR/PLURAL USAGE
In this Agreement, the use of the singular shall encompass the plural, and vice versa, where
appropriate in the context.
SECTION 10 - LISTING OF NAMES AND ADDRESSES FOR NOTICES
Except as otherwise provided in this Agreement, all notices and communications required or
permitted hereunder shall be in writing and sufficiently given if delivered in person, sent by
certified or registered mail, or by email as follows: :
If to Waterford:
Chairman
Waterford Utility Commission
1000 Hartford Road
Waterford, Connecticut 06385
Plus, a copy to:
First Selectman
Waterford Town Hall
15 Rope Ferry Road
Waterford, Connecticut 06385
Plus, a copy to:
Director
Waterford Utility Commissioti
1000 Hartford Road
Waterford, Connecticut 06385
If to East Lyme:
Chairman
East Lyme Water and Sewer Commission
PO Box 519
Niantic, Connecticut 06357
Plus, a copy to:
East Lyme Public Works Director
PO Box 519
Niantic, Connecticut 06357
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The respective addresses to which such notices are given may be changed from time to time by
written notice from the Addressee, Additionally, email addresses provided to each Party may be
used as proper notification.
IN WITNESS WHEREOF, the Parties of this Agreement, and this instrament to be signed in
triplicate by their duly authorized officers and their respective seals to be affixed hereto, all as of
this day of , 2022,
Signed, Sealed and Delivered in the presence of:
TOWN OF WATERFORD
By Robert Brule, First Selectman
As authorized by Board of Selectman and
Representative Town Meeting
Witnesses
TOWN OF WATERFORD
UTILITY COMMISSION
By its Chairman,
Kenneth Kirkman
Witnesses
TOWN OF EAST LYME
WATER & SEWER COMMISSION
By its Chairman,
Kevin Seery
Witnesses
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APPROVED AS TO FORM:
Nick Kepple — Town Attorney — Town of Waterford
APPROVED AS TO FORM:
Edward O’Connel! - Town Attorney — Town of East Lyme
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