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Board of Aldermen 05-24-2022 Page 3

Claudia Decker Term to Expire: May 24, 2025
59 Robinson Road
Hudson, NH 03051

There being no objection, President Wilshire accepted the nominations and referred them to the Personnel/Administrative
Affairs Committee.

REPORTS OF COMMITTEE

Task FOrce...... 0... cece eee eee teeta e eee ee eee e eee eeeee eee 03/30/2022, 03/31/2022

There being no objection, President Wilshire declared the reports of the March 30 and March 31, 2022 Task Force be
accepted and placed on file.

Joint Meeting — Committee on Infrastructure and Planning & Economic Development
COMMIttCE... 2... eee cece eee eee eee eee teeta eee ee ea ese ee eens ea eeeeaeseeeeegeeeteeeeesenaeess 03/30/2022, 03/31/2022

There being no objection, President Wilshire declared the reports of the March 30 and March 31, 2022 Joint Meeting of
Committee on Infrastructure and Planning & Economic Development Committee be accepted and placed on file.

Special Budget Review Committee...............c cece cece cee ee eee e eee eee ce eee eee ee ee eseeeeeeeeeaeeeeeaeaaes 04/11/2022

There being no objection, President Wilshire declared the report of the April 11, 2022 Special Budget Review Committee
be accepted and placed on file.

There being no objection, President Wilshire suspended the rules to allow for the oral report of the Budget Review
Committee meeting held last night regarding proposed Resolution R-22-032.

Alderman Dowd gave an oral report of the Budget Review Committee meeting of May 23, 2022 with respect to Resolution
R-22-032.

CONFIRMATION OF MAYOR'S APPOINTMENTS - None

UNFINISHED BUSINESS — RESOLUTIONS

R-22-032
Endorsers: Mayor Jim Donchess
Alderman Richard A. Dowd
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman John Sullivan
Alderman Patricia Klee
Alderman-at-Large Melbourne Moran, Jr.
Alderman Thomas Lopez
Alderman Alex Comeau
Alderman Derek Thibeault
Alderman-at-Large Lori Wilshire
APPROVING THE COST ITEMS OF A COLLECTIVE BARGAINING AGREEMENT BETWEEN THE NASHUA
BOARD OF EDUCATION AND THE NASHUA TEACHERS’ UNION, LOCAL 1044, AFT, AFL-CIO, UNIT D, FOOD
SERVICE WORKERS FROM SEPTEMBER 1, 2021 THROUGH AUGUST 31, 2024
Given its second reading;

MOTION BY ALDERMAN DOWD FOR FINAL PASSAGE OF R-22-032
MOTION CARRIED

Resolution R-22-032 declared duly adopted.

UNFINISHED BUSINESS — ORDINANCES

Board of Aldermen 05-24-2022 Page 4

O-22-011
Endorsers: Alderman Alex Comeau
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman John Sullivan
Alderman-at-Large Melbourne Moran, Jr.
Alderman-at-Large Ben Clemons
Alderman Tyler Gouveia
Alderman John Cathey
AMENDING THE ZONING MAP BY REZONING LAND SITUATED NORTH AND SOUTH OF LAKE STREET AND
WEST OF PINE STREET FROM LOCAL BUSINESS (LB) TO LOCAL BUSINESS WITH MIXED USE OVERLAY
DISTRICT (LB/MU)
Given its second reading;

MOTION BY ALDERMAN MORAN FOR FINAL PASSAGE OF O-22-011
MOTION CARRIED
Ordinance O-22-011 declared duly adopted.

NEW BUSINESS — RESOLUTIONS

R-22-036
Endorsers: Alderman Patricia Klee
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Richard A. Dowd
Alderman-at-Large Melbourne Moran, Jr.
Alderman Derek Thibeault
Alderman-at-Large Lori Wilshire
AUTHORIZING PENNICHUCK CORPORATION TO RENEW AND EXTEND ITS LINE OF CREDIT WITH TD BANK,
N.A.
Given its first reading; Assigned to the PENNICHUCK WATER SPECIAL COMMITTEE by President Wilshire

R-22-037
Endorsers: Mayor Jim Donchess
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman John Sullivan
Alderman Patricia Klee
Alderman-at-Large Melbourne Moran, Jr.
Alderman Thomas Lopez
Alderman Richard A. Dowd
Alderman Derek Thibeault
Alderman-at-Large Lori Wilshire
RELATIVE TO THE ACCEPTANCE OF $1,031,630 FROM THE STATE OF NEW HAMPSHIRE DEPARTMENT OF
HEALTH AND HUMAN SERVICES INTO VARIOUS PUBLIC HEALTH AND COMMUNITY SERVICES GRANT
ACTIVITIES
Given its first reading; Assigned to the HJMAN AFFAIRS COMMITTEE by President Wilshire

R-22-038
Endorsers: Mayor Jim Donchess

Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Patricia Klee
Alderman-at-Large Melbourne Moran, Jr.
Alderman Thomas Lopez
Alderman-at-Large Ben Clemons
Alderwoman-at-Large Shoshanna Kelly
Alderman Alex Comeau
Alderman Richard A. Dowd
Alderman Tyler Gouveia
Alderman John Cathey
Alderman Derek Thibeault

Board of Aldermen 05-24-2022 Page 5

Alderman-at-Large Lori Wilshire
AUTHORIZING THE MAYOR AND CITY TREASURER TO ISSUE BONDS NOT TO EXCEED THE AMOUNT OF
TWO MILLION AND FOUR HUNDRED FIFTY THOUSAND DOLLARS ($2,450,000) FOR WALNUT STREET
OVAL INTERSECTION PROJECT AND WEST PEARL STREET STREETSCAPING
Given its first reading; Assigned to the BUDGET REVIEW COMMITTEE, BOARD OF PUBLIC WORKS and SCHEDULE
A SPECIAL BOARD OF ALDERMEN PUBLIC HEARING AT 7:00 PM ON MONDAY, JUNE 27, 2022, by President
Wilshire

NEW BUSINESS — ORDINANCES

O0-22-018
Endorsers: Mayor Jim Donchess
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Richard A. Dowd
Alderman Patricia Klee
Alderman Alex Comeau
Alderman-at-Large Lori Wilshire
AMENDING ALDERMANIC JOINT COMMITTEES
Given its first reading; Assigned to the PERSONNEL/ADMINISTRATIVE AFFAIRS COMMITTEE by President Wilshire

PERIOD FOR GENERAL PUBLIG COMMENT

REMARKS BY THE MEMBERS OF THE BOARD OF ALDERMEN
Committee announcements:

ADJOURNMENT

MOTION BY ALDERMAN O’BRIEN THAT THE MAY 24, 2022, MEETING OF THE BOARD OF ALDERMEN BE
ADJOURNED

MOTION CARRIED

The meeting was declared adjourned at 9:21 p.m.

Attest: Susan K. Lovering, City Clerk

AGENDA MEETING OF THE BOARD OF ALDERMEN MAY 24, 2022

7:30 PM Aldermanic Chamber and by Zoom

To Join Zoom meeting: https://usO2web.zoom.us/j/82870866730? pwd=YkdVa3FtUXg2RjJOW G16WIN4VnBQZz09
Meeting ID: 828 7086 6730 Passcode: 770834

To Join by Telephone: 1-929-205-6099
Meeting ID: 828 7086 6730 Passcode: 770834

If for some reason you cannot connect to Zoom, please contact us at (603) 589-3329 and they will help you with connectivity.
The public may also view the meeting via Channel! 16.

1. PRESIDENT LORI WILSHIRE CALLS ASSEMBLY TO ORDER
PRAYER OFFERED BY CITY CLERK SUSAN K. LOVERING
PLEDGE TO THE FLAG LED BY ALDERMAN ERNEST A. JETTE
ROLL CALL

REMARKS BY THE MAYOR

RESPONSE TO REMARKS OF THE MAYOR

RECOGNITIONS

on POP oO FF ODN

READING OF MINUTES OF PREVIOUS MEETINGS

Special Board of AIGErMen. 2.0.0.0... . cece cee cec eee eee eee c eee eee ce eee ee tees eeeeeeeeeeaeaeaeeeeaeaaens 04/11/2022
Board of Aldermen. .......... 2... 0cecccece cece cence ee cent ee eee eee e ene e tens esse ee eeeeeegeessieeeessnsses 04/12/2022

9. COMMUNICATIONS REQUIRING ONLY PROCEDURAL ACTIONS AND WRITTEN REPORTS
FROM LIAISONS

From: Matt Sullivan, Community Development Director

Re: Referral from the Board of Aldermen on proposed O-22-011 — Amending the Zoning Map by Rezoning Land
Situated North and South of Lake Street and West of Pine Street from Local Business (LB) to Local
Business with Mixed Use Overlay District (LB/MU)

From: Larry D. Goodhue, Chief Executive Officer of Pennichuck
Re: Pennichuck Corporation — Request for Approval to Renew and Extend its Line of Credit with TD Bank, N.A.

9(a). PERIOD FOR PUBLIC COMMENT RELATIVE TO ITEMS EXPECTED TO BE ACTED UPON THIS EVENING
9(b). COMMUNICATIONS REQUIRING FINAL APPROVAL

From: Jeffrey L. Snow, Superintendent of The Edgewood Cemetery

Re: Request for Joint Convention with The Edgewood

From: Mayor Jim Donchess

Re: Multi-Year Contract Award — Public Access Television Operations & Management
From: Mayor Jim Donchess

Re: Multi-Year Contract Award - Generator Maintenance for the Energy Recovery Facility
From: Mayor Jim Donchess

Re: Multi-Year Contract Award - Engineering Consulting at the Nashua Landfill

From: Mayor Jim Donchess

Re: Multi-Year Contract Award — Cybersecurity Software License & Maintenance

1

From: Tim Cummings, Economic Development Director
Re: ARPA Funding Framework

PETITIONS

NOMINATIONS, APPOINTMENTS AND ELECTIONS

Appointments by the Mayor

REPORTS OF COMMITTEE
Task FOrce....... 02.0: cccccceeceee cence eee ee eee ce ee eens eens ea eee ese eeeeeeseeeeeeeeeseesesersneees 03/30/2022, 03/31/2022
Joint Meeting — Committee on Infrastructure and Planning & Economic

Development Committee...............cccccccceee cece cee eee cease eeeeeeeeeeeeaeeeeeeeas 03/30/2022, 03/31/2022
Special Budget Review Commiittee............. 02.0: ccc ccceeeeceeeeceeeeeeeeeeeseeeneeeeaes 04/11/2022

10. CONFIRMATION OF MAYOR’S APPOINTMENTS

UNFINISHED BUSINESS — RESOLUTIONS

R-22-032
Endorsers: Mayor Jim Donchess

Alderman Richard A. Dowd
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman John Sullivan
Alderman Patricia Klee
Alderman-at-Large Melbourne Moran, Jr.
Alderman Thomas Lopez
Alderman Alex Comeau
Alderman Derek Thibeault
Alderman-at-Large Lori Wilshire

APPROVING THE COST ITEMS OF A COLLECTIVE BARGAINING AGREEMENT BETWEEN THE NASHUA BOARD

OF EDUCATION AND THE NASHUA TEACHERS’ UNION, LOCAL 1044, AFT, AFL-CIO, UNIT D, FOOD SERVICE

WORKERS FROM SEPTEMBER 1, 2021 THROUGH AUGUST 31, 2024

e Budget Review Committee with anticipated recommendation for final passage

UNFINISHED BUSINESS — ORDINANCES

O-22-011
Endorsers: Alderman Alex Comeau

Alderman-at-Large Michael B. O’Brien, Sr.
Alderman John Sullivan
Alderman-at-Large Melbourne Moran, Jr.
Alderman-at-Large Ben Clemons
Alderman Tyler Gouveia
Alderman John Cathey

AMENDING THE ZONING MAP BY REZONING LAND SITUATED NORTH AND SOUTH OF LAKE STREET AND

WEST OF PINE STREET FROM LOCAL BUSINESS (LB) TO LOCAL BUSINESS WITH MIXED USE OVERLAY

DISTRICT (LB/MU)

e Planning and Economic Development Committee with recommendation for final passage

NEW BUSINESS — RESOLUTIONS

R-22-036
Endorser: Alderman Patricia Klee
AUTHORIZING PENNICHUCK CORPORATION TO RENEW AND EXTEND ITS LINE OF CREDIT WITH TD BANK,
N.A.

R-22-037
Endorser: Mayor Jim Donchess
RELATIVE TO THE ACCEPTANCE OF $1,031,630 FROM THE STATE OF NEW HAMPSHIRE DEPARTMENT OF
HEALTH AND HUMAN SERVICES INTO VARIOUS PUBLIC HEALTH AND COMMUNITY SERVICES GRANT
ACTIVITIES

R-22-038
Endorser: Mayor Jim Donchess
AUTHORIZING THE MAYOR AND CITY TREASURER TO ISSUE BONDS NOT TO EXCEED THE AMOUNT OF TWO
MILLION AND FOUR HUNDRED FIFTY THOUSAND DOLLARS ($2,450,000) FOR WALNUT STREET OVAL
INTERSECTION PROJECT AND WEST PEARL STREET STREETSCAPING

NEW BUSINESS — ORDINANCES

O0-22-018
Endorsers: Mayor Jim Donchess
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Richard A. Dowd
AMENDING ALDERMANIC JOINT COMMITTEES

PERIOD FOR GENERAL PUBLIC COMMENT

REMARKS BY THE MEMBERS OF THE BOARD OF ALDERMEN

Committee announcements:

ADJOURNMENT

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V2 PENNICHUCK?®

25 WALNUT STREET
PO BOX 428
NASHUA, NH 03061-0428

(603) 882-5191

FAX (603) 913-2305

WWW.PENNICHUCK.COM
VIA EMAIL
May 6, 2022

Mr. Steven A. Bolton
Corporation Counsel
City of Nashua

229 Main Street
Nashua, NH 03060

Re: Pennichuck Corporation — Request for Approval to Renew and Extend its
Line of Credit with TD Bank, N.A.

Dear Attorney Bolton:

Introduction. As you know, the City of Nashua, New Hampshire (the “City”) is the sole
corporate shareholder of Pennichuck Corporation (“Pennichuck” or the “Company”). The City
has been the sole shareholder since the acquisition of Pennichuck on January 25, 2012.

The purpose for this letter is to request that the City, acting in its capacity as sole shareholder,
approve resolutions authorizing Pennichuck Corporation to renew its current $4 million working
capital line of credit which expires June 30, 2022, with a new two-year term, but reviewable
annually for renewal and extension, with terms and conditions as included in the term sheet, attached
as Attachment A (to be treated as Confidential Information for Board of Aldermen usage only).

Background. As part of the City’s acquisition of Pennichuck, in accordance with special
legislation enacted by the State Legislature, and as unanimously approved by the Mayor and Board
of Aldermen on January | 1, 2011, the corporate structure of Pennichuck and its utility subsidiaries
was retained. This corporate structure was retained for several reasons. First, the Mayor and
Board of Aldermen desired to maintain stability and continuity for customers and employees of the
Pennichuck utilities and the communities they serve. Second, retaining the corporate structure
provided continuity for the existing relationships with regulatory agencies and financial/banking
partners. Third, the Mayor and Board of Aldermen unanimously agreed that the corporate
structure would encourage business-smart decisions and rely upon well-established governance
principles of corporate law, pursuant to Pennichuck’s Articles of Incorporation and its by-laws.

Shareholder Approval of Borrowings Required. Under Article IX of Pennichuck’s Articles of
Incorporation, the City, acting in its capacity as Pennichuck’s sole shareholder, must approve:

-2-

“(3) any action to (A) create, incur or assume any indebtedness for borrowed money
or guarantee any such indebtedness of any person, (B) issue or sell any debt
securities or warrants or other rights to acquire any debt securities of the
[Pennichuck] Corporation or any of its Subsidiaries, or (C) guarantee any debt
securities of any person.”

Pennichuck Corporation Line of Credit. Pennichuck requests the City’s approval to renew and
extend its existing Line of Credit which will expire on June 30, 2022, with a new two-year Line
of Credit, at the current limit of $4 million. This line of credit facility will continue to be used for
working capital purposes only. In conjunction with this, and in conformity with the approved
modified rate methodology for Pennichuck Water Works, Inc. (PWW) under NHPUC docket

DW 16-806 and DW 19-084, and the approved modified rate methodology for Pennichuck East
Utility, Inc. (PEU) under NHPUC docket DW 17-128 and DW 20-156, fixed asset line of credit
(FALOC) borrowings will be facilitated at those subsidiary companies, which will be repaid
annually in their entirety with term loans and/or annual bond issuances. This extension of the
current W/C Line of Credit will extend this facility to a new maturity date of June 30, 2024.

Terms of the Line of Credit Borrowings. The replacement Line of Credit facility will include
the following terms:

* Term: The proposed Line of Credit will expire as of June 30, 2024 and is
reviewable annually for renewal and extension by the Bank.

* Interest Rate: Loans under the Line of Credit will bear interest at an annual rate
equal to the | Month Term SOFR plus 1.75%.

* Renewal Fee: The Line of Credit will charge a renewal fee of $4,000.

¢ Financial Covenants: The financial covenants that the Company must meet are
consistent with those under the Integrated Capital Finance Plan covenants at
PWW, as outlined as covenants 3 through 7 on the attached term sheet.
Additionally, the Company’s PWW subsidiary must maintain a S&P bond rating
of at least BBB+ (currently PWW is rated as an A+ stable credit by S&P), and an
annual “‘out of debt” requirement is included, which requires the Company to
fully pay off any Line of Credit balance for at least 30 consecutive days during
each fiscal year.

* Subordination: Consistent with the current line of credit, the Company’s
obligations to the City under its existing Senior Unsecured Note.

* Security: As currently exists, the Line of Credit will be secured by: the pledge of
stock of the subsidiary companies of Pennichuck Corporation (as is already in
place with the current expiring Line of Credit), as well as a pledge of the accounts
receivable and inventory of those subsidiaries, and additionally, the assignment of
the rights under the Money Pool Agreement and Cost Sharing Agreement, as
approved by the NHPUC for the regulated utilities of the Company.

* Dividends: The Line of Credit will restrict payment of dividends to the City (the
Company’s sole shareholder) only to those required to allow the City to meet its
obligations under the general obligation bonds issued to acquire the Company,
plus $500,000 in any year.

-3-

Approval by the Pennichuck Board of Directors. The Pennichuck Board of Directors has
approved the proposed replacement of the Line of Credit with TD Bank, N.A.

Purposes Served by the Line of Credit. The Company requires the proposed Line of Credit to
allow it to continue to meet its obligations to provide high quality water service to all of its
customers at affordable prices. The Company intends to draw upon the Line of Credit facility as
needed to fund current operations on an interim basis until such costs may be funded on a
permanent basis. A facility of this size is common for water utility operations of similar type and
size, excluding funding needs for ongoing capital and infrastructure improvements. The proposed
interest rate and terms are consistent with those required by current market conditions.

Requested Approvals. For the reasons described above, Pennichuck respectfully requests that
the City, acting in its capacity as sole shareholder of Pennichuck and pursuant to Article IX (3) of
Pennichuck’s Articles of Incorporation, authorize the following actions:

RESOLVED, that the City hereby approves the renewal of Pennichuck
Corporation’s existing line of credit facility, allowing for borrowing by
Pennichuck Corporation under its line of credit, in the aggregate principal
amount of up to $4,000,000.00 from TD Bank, N.A., pursuant to a senior line
of credit facility (the “LOC Facility”), for the purpose of providing advances
to be used for general corporate purposes.

FURTHER RESOLVED, that Pennichuck Corporation, its Board of Directors
and its Officers are severally authorized, empowered and directed to execute
and deliver, in the name of and on behalf of the Company, all documents
required to enter into the loan agreement governing the LOC Facility and
related documents and agreements (the “Agreement”), with such terms,
including exhibits and schedules to such Agreement, as may be deemed
necessary or advisable in the several judgment of the Officers executing the
Agreement, and to take all other actions as they deem necessary or desirable to
effect the LOC Facility and the Agreement and to carry out the purposes of
these resolutions.

Respectfully submitted,

PENNICHUCK CORPORATION

2 yxl.

Larry D. Goodhue
Chief Executive Officer

cc: Mayor James Donchess