Town of NewSalem Selectboard

Meeting Minutes

September 13, 2018

Stowell Building, New Salem, MA 01355

Convened: 6:30 pm

Present: Randy Gordon, chair, Wayne Hachey, Selectboard; Nancy Aldrich, Town Coordinator; Dan Keller, Wendell Selectboard; MaryEllen Kennedy, Broadband Committee; Rory Walker, Shawn Brazo, Seaboard Solar

Selectboard Reviewed & Signed the Following:

Ø Payroll & Vendor Warrants

Ø DEP Form Regarding New Paper Compactor

Ø Acceptance of Easement for Broadband Installation on Private Roads

Ø Host Consumer Applications (Seaboard Solar)

Ø Arbor Day Proclamation

Ø Chapter 90 Paperwork

Discussion Items

Police Succession Planning

Dan started off by explaining where Wendell is on this subject. Wendell doesn’t have a plan yet, but has a committee that’s been formed to explore the subject as the Wendell Police Chief intends to retire in the next few years. As a result, Wendell has started discussing how the department is working now, what the job description should be, and whether regionalizing the department with a neighboring town makes sense. When Wendell and New Salem went did this with the Fire Chief, a grant was obtained from FRCOG that made recommendations on how to do it and what should be done or shouldn’t be done. So Wendell would like to do that kind of process again. FRCOG is interested and has funds available, but would like to see more than just Wendell interested. It would need to be at least two towns. So Wendell is looking for a partner in this. If New Salem is agreeable, Wendell would contact FRCOG and they would put out an RFP. Randy noted that this seems like a free offer for information. Nancy agreed suggesting it would be nice to know what the process would be if the towns were to do it. Wayne had some questions about how it would work and how pay and benefits would be handled. Randy noted that this could impact the Fire Chief agreement, so that must be considered. Still, seeing what could be done is worth it assuming FRCOG was willing to pay for the study. Randy noted the town has a lot of employees who are just under 20 hours and that isn’t always ideal. Wayne asked how many cruisers Wendell has. Dan responded that Wendell has one cruiser. Wayne suggested that there could be cost savings with a regionalization, particularly in response. Randy generally agreed noting that perhaps having more full time staff, such as a Chief that is full time between both towns could be beneficial. But there are questions, like the storing of evidence, equipment, and the like. Dan agreed, but suggested that FRCOG doing a study could help with recommendations on how it could be done feasibly. Randy than asked what was need. Dan responded a simple motion.

Wayne made a motion to support asking the FRCOG to conduct a study on the feasibility of a possible regionalized Police Chief position for New Salem and Wendell. The motion was seconded by Randy and passed without objection.

STAM Meeting Regarding Information on New OSHA Requirements

Nancy reported briefly on an upcoming meeting regarding the new OSHA requirements made applicable to all municipal employees.

DEP Forms Regarding New Paper Compactor

Nancy presented the Selectboard with a contract from DEP for Randy to sign in his capacity as chair. Randy inquired as to whether the funds are in budget for this purchase. Nancy responded that it is within the budget.

Acceptance of Easement Forms for Broadband Installation on Private Roads

Nancy reported that the private property owners have signed the easements so all that is left is for the Selectboard and MaryEllen as MLP Director to sign it. There are still three outstanding. Two private owners and DCR. DCR will require statutory action which is in process. MaryEllen reported that one of the private owners is asking the paperwork be sent to his lawyer, so it remains in process. Seeing no reason not to, the Selectboard signed the easements along with MaryEllen.


A motion was made by Randy to temporarily recess at 6:48 pm and reconvene after the Special Town Meeting for the purpose of finishing discussion of the Selectboard’s meeting. The motion was seconded by Wayne and passed without objection.

The Board returned at 7:15 pm. And finished with discussion with Seaboard Solar and approving the Arbor Day Proclamation.

Permission to Submit Applications as a Host Customer (Seaboard Solar)

Nancy presented the Selectboard with the paperwork that permits Seaboard Solar to submit applications as a host customer on behalf of the town. Rory and Shawn spoke about the credits and how to understand and read the bills. The credits show up on the bill, which the town uses to pay its bill. Then you are invoiced by the owner of the project at the face value less 22 percent which was the agreement. The complication comes in when you’re trying to tie off what their bill says and what the credits on the National Grid utility bill are. Nancy had some questions regarding the agreement and some amounts that are supposed to be paid. Shawn responded by explaining how that works and why the town may not be receiving some of those benefits under the agreement. The town isn’t a host of the project which is why the town isn’t getting some of the benefits of the agreement. Nancy registered some issues, including a prior year bill that has been received, and there has been some difficulty in understanding the bills. The whole process has become a hassle, and frankly the town might get a better deal elsewhere. Wendell had to renegotiate its agreement and other towns have had issues too. The utilities don’t appear to be applying the credits correctly, so towns are ending up with gigantic credits that are not of value to the towns since they can’t be eaten up. All of the towns concerns were hashed out with Seaboard Solar before the agreement was signed. Shawn explained that the credits are provided at a value. As long as the town is getting credits that it can use then there is a value. During the summer, credits should be generated in excess. But that should be balanced out. The program was designed to make sure that there are credits that can be used in a full year. It was conceded that tracking these credits is onerous given the process with the utility companies.

Shawn then went over some of the towns bills with the Selectboard showing where they track back to specific entries. Shawn was willing to make some sense of the bills and to be an intermediary for the town. Nancy noted in the meantime, the outstanding prior year bill cannot be paid until a town meeting is convened. And since the town just concluded a Special Town Meeting, another meeting may not occur for months. Discussion than shifted back to the structure of the agreement and how it is supposed to work. This included the ins and outs of municipal hosts and how that works within the agreement and the applicable statutory scheme. Wayne noted some concerns about the whole process and how Seaboard Solar sold this process in the first place. There was a question regarding the financial incentives for being a host. But now the town is informed it is not designated as a host. Shawn explained how the host agreement worked and apologized for not explaining this better. Nancy noted that it was not clear that the town wasn’t going to be a host. She felt that this was a bit of a shell game since the town was given the impression it was hosting and would be getting the additional incentive. Wayne reminded that the town has its own solar array and wondered where the benefit is to the town. Randy agreed stating that it feels like an offer was made and was then taken away. The first thing that comes up with any internet search engine results with Seaboard right now is pending litigation. So that gives the town uneasiness. Clearly, unless Seaboard is trying to find ways to make things right, the town will have to look at its options. The town will review its existing contracts, but signing new documents at this stage is troubling for the town. Shawn responded that what they are looking for is help maintaining Seaboards status for generation of net metering credits. Seaboard needs to provide attestation to appropriate Commonwealth authorities. What they’re seeking doesn’t obligate the town to anything, it is just a required document to the Commonwealth that if it isn’t provided by the appropriate date could be problematic. Randy had a question as to the deadline. Rory responded that it is within two days.

Randy was skeptical as to why this is being done so close to the deadline in the first place. When the town looks at this, there are considerations as to the impact of signing or not signing. It sounds like Seaboard is asking the town to sign this now and then is out handing this off to another company. Wayne had reservations about signing anything without reviewing the existing contract. Nancy elaborated some more on the problems both in Wendell and New Salem. Wendell has been forced to settle for a lot less than they were promised and all of this feels really disingenuous. Wayne noted that anytime he signs a contract that might be a step down from what was signed previously, his inclination is to closely review the first contract first. The fact of the matter is the town is reluctant to sign any further contracts or paperwork at this stage. Nancy asked if this new paperwork would make the town a host and therefore entitle the town to the host payments. Both Rory and Shawn stated that this would be the case. Shawn also noted that they don’t have net metering credits to sell. What they want to do is go through the host agreement to make sure that the town is getting what it should be and that everyone is on the same page. And if changes need to be made, then that should be done. The only reason the letters need to be signed is to ensure the net metering continues. If the net metering doesn’t continue then everything else is moot. There was a question as to how many towns need to sign. Shawn responded that New Salem is the only one on this matter. There was a question as to the hosting again and how this works. Nancy clarified that this would potentially bring the town money. Shawn responded that yes if these projects come online and are operational than the town would see money from them. Shawn noted that if it is any consolation they haven’t made a dime off this so far. There was a question as to what Seaboard is doing itself. Shawn stated that they are reviewing their options with the third party they sold their projects to and there may be further litigation in the news.

There was a question as to whether New Salem will have to renegotiate their contract like Wendell had to. Nancy was unsure. It appears that the third party buyer, C2, is denying the applicability of some provisions of the contracts. There was a question as to the ramifications as to the town signing this agreement. Nancy responded if the town doesn’t, the chance of getting any money ever from this process could be lost. Nancy suggested that if Seaboard can help with C2, then that could help restore the relationship between the town and Seaboard. Shawn stated they want to see this sorted out and the contracts between all parties honored. Seaboard is willing to help settle the net metering credits and to continue discussion on all fronts. They want the town comfortable moving forward. The town has the right to revoke this at the towns pleasure. Rory then noted that there are three sets of papers which are for three host projects, so the town could sign the one set that are due in two days and the other two sets could be held for a bit since they aren’t due until dates in October. If that helps the town feel more comfortable. Wayne noted the next meeting wouldn’t be until September 24th, 2018. Rory than asked some questions about the towns municipal solar array. Nancy responded that it produces enough energy to cover about half the towns energy bills. The town also receives SREC payments for it as well. Randy returned discussion to the paperwork at hand with some questions. Shawn responded by outlining the meaning of some of the terms and how the language works. Some of the challenges are the delays from National Grid in tying projects into the grid. Returning to the language, Randy noted that some concerns as to the providing of evidence as required and attested to in the letter. Shawn promised to immediately provide the town with the proof of evidence that will be submitted with the paperwork to be signed. Discussion shifted back to the credits and some of the confusion as to how they work. The net meter credits come from the PPA that was originally between the town and Seaboard, which was then assigned to C2.

It appears that the credits were first banked by C2 and then adjusted with National Grid. The town cannot be forced to buy more than they need under the terms of the agreement. C2 is only allowed to bill up to a certain number of credits each year. The credits come from a specific project which was sold to them, and for which the town isn’t a host, so there is no revenue just the savings from the credits. Nancy noted that the way the credits work on the actual utility bills is confusing. Shawn responded by elaborating what they think C2 did and their confidence that this should work out in the wash, but clearly it doesn’t reflect the proper process for the town. Nancy stated that this really doesn’t work very well for the town. Shawn suggested that C2 could invoice each department separately which would help the town in the billing process. Discussion then shifted to the next steps. Shawn and Rory promised to help as much as possible to clarify, and improve this situation. Nancy asked if Seaboard could make time for assisting on this. Shawn promised that they would. Randy then had some questions regarding the project engineers who appear to be from out of state. Shawn responded that it is a national engineering company and the engineers on the projects are licensed in Massachusetts. Wayne finished by saying that the town has had a lot of meetings and feels disillusioned by this. Nancy agreed saying if asked today she would tell any other town to avoid doing this. Randy stated that based on what the town is being told, not signing means the town doesn’t get any benefit. So, while unhappy about this situation, it seems that there is no other reason to sign. Shawn and Rory both finished by apologizing for how this whole thing has shaken out and promised to follow up and do everything they can to make sure that expectations meet reality.

Wayne made a motion to authorize the chair to sign the host applications or letters of attestation as presented. The motion was seconded by Randy and passed without objection.

Arbor Day Proclamation

Nancy presented the Selectboard with the annual Arbor Day Proclamation. The Selectboard saw no reason not to sign the proclamation noting the importance of healthy trees to the vibrancy of the town. There was some light discussion regarding the Tree Committee and plantings.


The Selectboard tabled the minutes from August 27th, 2018 until the next scheduled meeting.

A motion to adjourn at 8:14 pm was made by Wayne. The motion was seconded by Randy and passed by majority vote.

Respectfully Submitted

Jakob K. Hamm, Selectboard Clerk