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Guarantor agrees to cause all persons occupying or present on any of its properties to comply in alll
material respects with atl Laws relating to such propertics.

(Cc) Insurance. Maintain insurance with insurance companies or associations
acceptable to CoBank in such amounts and covering such risks as are usually carried by companies
engaged tn the same or similar business and similarly situated.

(D) Property Maintenance. Maintain all of its property that is necessary to or
useful in the proper conduct of its business in good working condition, ordinary wear and tear excepted.

(E) Books and Records. Keep adequate records and books of account in which
complete entries will be made in accordance with GAAP consistently applied.

(F) Inspection. Permit CoBank or its agents, upon reasonable notice and during
normal business hours or at such other times as the parties may agree, to examine its properties, books,
and records, and to discuss its affairs, finances, and accounts, with its respective officers, directors,
employees, and independent certified public accountants.

(G) Reports and Notices. Furnish to CoBank:

(1) Agbual Financial Statements. As soon as available, but in no event
more than 120 days after the end of each fiscal year of the Guarantor occurring during the term hereof, a
copy of:

(a) a consolidated balance sheet of the Company and_ its
Subsidtaries as at the end of such year, and

(b) consolidated statements of income, changes in shareholders’
equity, and cash flows of the Guarantor and its Subsidiaries, for such year,

setting forth, tn each case, in comparative form, the figures for the previous fiscal year, all in reasonable
detail, prepared in accordance with GAAP, and accompanied by an unqualified opinion thereon of
independent certified public accountants of recognized national standing, which opinion shall state that
such financial statements present fairly, in all matcrial respects, the financial position of the companies
being reported upon and their results of operations and cash flows and have been prepared in conformity
with GAAP, and that the examination of such accountants in connection with such financial statements
has been made in accordance with generally accepted auditing standards, and that such audit provides a
reasonable basis for such opinion in the circumstances; provided! that the delivery within the time period
specified above of the Company’s Annual Report on Form |0-K for such fiscal year (together with the
Company's annual report to shareholders, if any, prepared pursuant to Rule !4a-3 under the Exchange
Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange
Commission, together with the accountant’s certificate described above, shall be deemed to satisfy the

requirements of this Subsection;

{2) Quarterly Statements. As soon as available, but in no event more than
60 days after the end of each fiscal quarter of the Guarantor (other than the last quarterly fiscal period of
each such fiscal year), a copy of the Company's Quarterly Report on Form 10-Q prepared in compliance
with the requirements therefor and filed with the Securities and Exchange Commission;

ah

(3) Notice of Default. Promptly after becoming aware thereof, notice of the
breach of any covenant contained in this Guaranty or any instrument or document executed in connection
herewith.

(4) Notice of Non-Environmental Litigation. Promptly after the
commencement thereof, notice of the commencement of all actions, suits, or proceedings before any
court, arbitrator, or governmental department, commission, board, bureau, agency, or instrumentality
affecting the Guarantor which, if determined adversely to the Guarantor, could have a material adverse
effect on the financial condition, properties, profits, or operations of the Guarantor

(5) Notice of Environmental Litigation, Ete. Promptly after receipt
thereof, notice of the receipt of all pleadings, orders, complaints, indictments, or any other
communication alleging a condition that may require the Guarantor to undertake or to contribute to a
cleanup or other response under environmental Laws, or which seek penalties, damages, injunctive relief,
or criminal sanctions related to alleged violations of such Laws, or which claim personal injury or
property damage to any person as a result of environmental factors or conditions.

(6) Other Information. Such other information regarding the condition or
operations, financial or otherwise, of the Guarantor as CoBank may from time to time reasonably request,
including but not limited to copies of all pleadings, notices, and communications referred to in
Subsections 7(G)(iv) and (v} above.

{H) Condemnation. (1) Notify CoBank promptly after the litigation (or any portion
thereof) referenced in the Application has been resolved or settled (including, without limitation, by
etitering into any agreement to sell assets or stock in lieu thereof}; and (2) until CoBank notifies the
Guarantor that it does not consider the outcome (or any portion of the outcome) thereof to give rise to an
Event of Default under Section 8.13 of the MLA, it will retain from the proceeds thereof an amount in
cash suffictent to pay all Guaranteed Obligations in full, plus, in the event any unused commitments are
available to the Company, the amount thereof.

SECTION 8. Negative Covenants. Unless otherwise agreed to in writing by CoBank, while this
Guaranty is in effect, whether or not any Guaranteed Obligations are outstanding, the Guarantor will not
and will not permit its subsidiaries to:

(A) Mergers, Acquisitions, Etc. Merge or consolidate with any other entity or
permit any subsidiary to merge or consolidate with any other entity, unless the Guarantor or such
subsidiary is the surviving entity, or acquire all or a material part of the assets of any person or entity, or
form or create any new subsidiary or affitiate, or commence operations under any other name,
organization, or entity, including any joint venture.

(B) Transfer of Assets. Sell, transfer, lease, or otherwise dispose of any of its
assets, except in the ordinary course of business,

(C) Change in Business. Engage in any business activities or operations
substantially different from or unrelated to the Guarantor's present business activities or operations.

SECTION 9. Expenses. in the event CoBank employs counsel to protect or enforce its rights
hereunder against the Guarantor, all reasonable attorneys’ fees arising from such services and all expenses,
costs, and charges in any way or respect arising in connection therewith or relating thereto shall be paid by

such Guarantor.

SECTION 10. Notices. All notices provided for herein shall be in writing (including facsimile)
and shall be mailed or delivered to the fotlowing addresses or facsimile numbers or to such other address
or facsimite number as cither party may specify by notice to the other:

If to CoBank, as fotiows: If to the Guarantor, as follows:
CoBank, ACB Pennichuck Corporation

5500 South Quebec Street 25 Manchester Street

Greenwood Village, Colorado 80111 Merrimack, New Hampshire 03054
Facsimile: (303) 740-4002 Facsimile: (603) 913-2305
Attention: Energy & Water Group Attention: President

SECTION 11. Amendments, Etc. TIS WRITING IS INTENDED BY THE PARTIES AS A
FINAL EXPRESSION OF THEIR AGREEMENT AND IS ALSO INTENDED AS A COMPLETE AND
EXCLUSIVE STATEMENT OF THE TERMS OF THAT AGREEMENT. NO AMENDMENT OR
WAIVER OF ANY PROVISION OF THIS GUARANTY NOR CONSENT TO ANY DEPARTURE BY
THE GUARANTOR HEREFROM SHALL BE EFFECTIVE UNLESS THE SAME SHALL BE IN
WRHING AND SIGNED BY COBANK, AND THEN SUCH WAIVER OR CONSENT SHALL BE
EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH

GIVEN.

SECTION 12. No Waiver; Remedies. No failure on the part of CoBank to exercise, and no
delay in exercising, any right hereunder shall operate as waiver thereof, nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other

right.

SECTION 13. Applicable Law, Jurisdiction. Except to the extent governed by applicable
federal law, the laws of the State of Colorado, without reference to choice of law doctrine, shall govern
this Guaranty, all disputes and matters between the parties to this Guaranty, and the rights obligations of
the parties to this Guaranty. The parties agree to submit to the non-exclusive jurisdiction of any federal or
state court sitting in Colorado for any action or proceeding arising out of or relating to this Guaranty. The
Company hereby waives any objection that it may have to any such action or proceeding on the basis of

forum non-conveniens.

SECTION 14. Patriot Act Notice. CoBank hereby notifies the Guarantor that pursuant to the
requirements of the USA Patriot Act, Title [Il of Pub. L. 107-56 (signed into law October 26, 2001) (the
“Patriot Act”), it and its affiliates are required to obtain, verify and record information that identifies the
Guarantor, which information includes the mame, address, tax identification number and other
information regarding the Guarantor that will allow CoBank to identify the Guarantor in accordance with
the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is

effective for CoBank and its affiliates.

SECTION 15. Successors and Assigns. This Guaranty shall be binding upon and inure to the
benefit of the Guarantor and CoBank and their respective successors and assigns, except that the
Company may not assign or transfer ils rights or obligations under this Guaranty without the prior written
consent of CoBank. CoBank may sell or assign its rights and obligations hereunder and under the other
Loan Documents or may sell participations in its rights and obligations hereunder

SECTION 16. Notice of Acceptance. The Guarantor hereby waives notice of acceptance hereof.

IN WITNESS WHEREOF, the Guarantor hus caused this Guaranty to be executed as of the date
shown above by its duly authorized officers.

PENNICHUCK @ORPORATION _
7
By: C

Til: CFO

R-21-179

RESOLUTION

AUTHORIZING THE MAYOR TO ENTER INTO A FEDERAL AID PROGRAM
PROJECT AGREEMENT WITH THE STATE OF NEW HAMPSHIRE FOR THE
PURPOSE OF INSTALLING RECTANGULAR RAPID FLASHING BEACONS AND
TO ACCEPT FOUR HUNDRED AND FIFTY-TWO THOUSAND DOLLARS
($452,000.00) FOR THE PROJECT

CITY OF NASHUA

in the Year Two Thousand Twenty-One

RESOLVED by the Board of Aldermen of the City of Nashua that the Mayor of the City
of Nashua is authorized to execute a Federal Aid Program Project Agreement with the State of
New Hampshire for the purpose of installing rectangular rapid flashing beacons, in substantially
the same form as the attached agreement.

FURTHER RESOLVED that the City of Nashua is authorized to accept 80°o funding of
the project in the amount of Four Hundred and Fifty-Two Thousand Dollars ($452,000.00).
Required City matching funds in the amount of One Hundred Thirteen Thousand Dollars
($113,000.00) will be funded through an FY2022 escrow account.

FURTHER RESOLVED that the Mayor, with the a:sistance of the Office of Corporation
Counsel, is authorized to prepare and execute the Project Agreement and all documents
contemplated by, related or required to effectuate the Project Agreement.

RESOLUTION:

PURPOSE:

SPONSOR(S):

COMMITTEE
ASSIGNMENT:

FISCAL NOTE:

LEGISLATIVE YEAR 2021
R-21-179

Authorizing the Mayor to enter into a Federal Aid Program
Project Agreement with the State of New Hampshire for the
Purpose of installing rectangular rapid flashing beacons and to
accept Four Hundred and Fifty-Two Thousand Dollars
($452,000) for the project

Mayor Jim Donchess

Committee on Infrastructure
Board of Public Works

Fiscal impact is a $452,000 grant to the City to be used for a
specific purpose. The required City match of 20% in the amount
of $113,000 will be funded through an FY2022 escrow account.

ANALYSIS

This Resolution authorizes the Mayor to enter into a Federal Aid Program Project Agreement
with the State of New Hampshire for the purpose of installing rectangular rapid flashing beacons.
It also authorizes the City to accept 80°. funding of the project in the amount of $452,000.00.
Required City matching funds in the amount of $113,000.00 will be funded through an FY 2022

escrow account.

This legislation should be referred to the Board of Public Works for its review and approval.

Approved as to account
structure, numbers and
amount:

Approved as to form:

Financial Services Division

By: /s/ John Griffin

Office of Corporation Counsel

nate: [A OCMC JOH

FEDERAL AID PROGRAM
PROJECT AGREEMENT
FOR

CITY OF NASHUA

STATE PROJECT #: 43509

FEDERAL PROJECT #: X-A005(1 18)
PROJECT SPONSOR DUNS #: 066758343
STATE VENDOR #: 177441

THIS AGREEMENT, is made and entered into this day of .20__, between the
State of New Hampshire, acting through its Department of Transportation, hercinafter called the
“DEPARTMENT"™, and the CITY OF NASHUA, hereinafter called the "PROJECT SPONSOR”.

WHEREAS, the DEPARTMENT and the PROJECT SPONSOR have determined that a project to
install Rectangutar Rapid Flashing Beacons in the City of Nashua is an eligible project for funding under the
Federal Aid Program created under a federal law known as FAST-ACT (Fixing America’s Surface
Transportation System Act); and

WHEREAS, the DEPARTMENT has established Project #43509 (the “Project”) for the aforesaid
project, with the project funding and target ad year as represented in the tabic below; and

Programmed Participating | Participating | Additional Non- *Total
Year of Federal Share | Local Share Participating Budget
Advertisement 80% 20% Funds
FY 2022 $452,000.00 $113,000.00 $0.00 $565,000.00

WHEREAS, the Application, by reference. ts hereby incorporated and made a part of this
AGREEMENT; and

WHEREAS, the PROJECT SPONSOR desires to act as Sponsor and Manager of the Project; and

WHEREAS, the DEPARTMENT desires to cooperate with the PROJECT SPONSOR in
accomplishing the Project;

NOW, THEREFORE, in consideration of the above premises and in further consideration of the
agreement herein set forth by and between the parties hereto, it is mutually agreed as follows:

1. DUTIES AND RESPONSIBILITIES OF THE PROJECT SPONSOR:

A. The PROJECT SPONSOR shalt comply with all Federal and State of New Hampshire laws
and rules, regulations, and policics as applicable under the Federal-aid Highway Program
for Federal Aid Construction Contracts.

B. The PROJECT SPONSOR shall manage the design, environmental study, right-of-way
acquisition and construction of the Project. This management is described in the current
version of the DEPARTMENT’s document titled “Local Public Agency Manual for the
Development of Projects”, as it may be amended from time to time, and. by reference, is
hereby made a part of this AGREEMENT.

The PROJECT SPONSOR shall provide or cause to provide for both the maintenance of the
Project during construction and subsequent maintenance of all Project elements together
with the maintenance of sidewalks, which includes winter snow and ice removal in
accordance with the requirements of 23 CFR 1.27 and 28 CFR 35.133, once the work under
this AGREEMENT is completed. Should opcrational adjustments be necessary, the
PROJECT SPONSOR agrees that no changes will be made without prior approval of the
DEPARTMENT and the Federal Highway Administration.

The PROJECT SPONSOR shall submit monthly progress reports and invoices to the
DEPARTMENT for reimbursement of tts share of the amounts paid to cnginecring,
environmental and/or right-of-way consultants and construction contractors for the
performance of the work set forth in the Application or agrecd upon at the scoping meeting.
The invoice structure shall include details of work completed consistent with the Scope of
Work as defined in the Application, as well as backup information to support the charges.
The PROJECT SPONSOR shall certify that the invoices properly represent payment for
work that has been compicted and paid for by the PROJECT SPONSOR.

The PROJECT SPONSOR is required to maintain al] project and financial records pertinent
to the development of the Project for three (3) years beyond the date of the
DEPARTMENT?’s final voucher. The DEPARTMENT will send a letter to the PROJECT
SPONSOR with the date of this approval. if there is a failure to maintain this
documentation, NHDOT and/or Federal Highway Administration could take an action up to
and including requesting a refund of all retmbursed project costs. Any and all of these
project and financial records must be made available to the DEPARTMENT and Federal
Highway Administration at their request.

The PROJECT SPONSOR shall defend, indemnify and hold harmless the DEPARTMENT
and its offictals, agents and cmployces from and against any and all clatms. liabilities or
suits arising from (or which may be claimed to arise from) any act or omission of the
PROJECT SPONSOR or its subcontractors in the performance of this AGREEMENT.
Notwithstanding the foregoing, nothing herein contained shall be deemed to constitute a
waiver of the sovercign tmmunity of the State of New Hampshire or the DEPARTMENT,
which immunity is hereby reserved. This covenant shall survive the termination of this
AGREEMENT.

Non-Discrimination:

|. The PROJECT SPONSOR agrees, for ttself, tts assignees and successors in interest, that
it will comply with Title VI of the Civil Rights Act of 1964, (referred to as the ACT),
and al] requirements tmposed by or pursuant to Title 49, Code of Federal Regulations,
Part 21, (referred to as the “REGULATIONS” ), the Federal-aid Highway Act of 1973,
and other pertinent directives, to the end that no person shall on the grounds of race,
color, religion, national origin, sex, age, sexual orientation, disability or handicap, be
excluded from participation in, be denied the benefits of. or be subjected to
discrimination under any program or activity for which the PROJECT SPONSOR
receives Federal financial assistance extended by the State of New Hampshire. The
ACT and the REGULATIONS are herein incorporated by reference and made a part of
this AGREEMENT. This AGREEMENT obligates the PROJECT SPONSOR for the
period during which Fedcral financial assistance is extended.

2. The PROJECT SPONSOR hereby gives assurance as required by subsection 21.7(a)(1)
of the REGULATIONS that it will promptly take any measures necessary to effectuate
this AGREEMENT, including but not limited to the following specific assurances:

a. That cach “program” and cach “facility” as defined in subsections 21.23(e) and
21.23(b) of the REGULATIONS will be conducted or operated in compliance with
all requirements of the REGULATIONS.

b. That the PROJECT SPONSOR shall insert the following notification in all
solicitations for negotiated agreements or bids for work or material made in
connection with this Project: The PROJECT SPONSOR hereby notifies all bidders
that it will affirmatively insure that in any contract entered into pursuant to this
advertisement, disadvantaged business enterprises will be afforded full opportunity
to subinit bids in response to this invitation and will not be discriminated against on
the grounds of race, color, religion, national origin, sex, age, sextal orientation,
disability or handicap in consideration for an aware.

c. That the PROJECT SPONSOR shall not discriminate on the basis of race, color,
religion, national origin, sex, age, sexual ortentation, disability or handicap in the
award and performance of any DEPARTMENT-assisted contract or in the
administration of its DBE program or the requirements of 49 CFR part 26, The
PROJECT SPONSOR shall take all necessary and reasonable steps under 49 CFR
part 26 to ensure nondiscrimination in the award and administration of
DEPARTMENT-uassisted contracts. The DEPARTMENT'’s DBE program, as
required by 49 CFR part 26 and as approved by the United States Department of
Transportation, is incorporated by reference in this AGREEMENT. Implementation
of this program is a Icgal obligation and failure to carry out its terms shall be treated
as a violation of this AGREEMENT. Upon notification to the PROJECT
SPONSOR of its failure to carry out its approved program, the DEPARTMENT
may impose sanctions as provided for under part 26 and may. in appropriate cascs,
refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud
Civil Remedies Act of 1986 (3) U.S.C. 3801 ef seq.

d. That the PROJECT SPONSOR shall include the following assurance in cach
contract signed with a contractor and each subcontract the prime contractor signs
with a subcontractor: The contractor ar subcontractor shall not discriminate on the
basts of race, color, religion, national origin, sex, age, sexual orientation, disability
or handicap in the performance of this contract. The contractor shall carry out
applicable requirements of 49 CFR Part 26 in the award and administration of
DEPARTMENT-assisted contracts. Failure bv the cantractor to carry out these
reqitirements is a material breach of this contract, which may result in’ the
termination of the contract or such other remedy, as the recipient deems
appropriate.

3. The PROJECT SPONSOR shall insert a copy of the required provisions of Fedcrally-
assisted construction contracts in accordance with Executive Order 11246, Equal
Employment Opportunity, and 4] CFR Part 60-4, Affirmative Action Requirements, in
cach contract entered into pursuant to this AGREEMENT. Required Federal contract
provisions can be oblained through the DEPARTMENT’s Labor Compliance Office
(271-6612) or Online at: http://www.nh.gow/dot/org/ad ministration/ofe/documents hun

II.

II.

The PROJECT SPONSOR certifies by entering into this Agreement that neither it nor its
principals are presently debarred, suspended, proposed for debarment, declared incligible or
voluntarily excluded from entering into this Agreement by any federal agency or by any
department, agency or political subdivision of the State of New Hampshire. The term
“principal” for purposes of this Agreement means an officer, director, key cmployee or other
person with primary management or supervisory responsibilitics, or a person who has
critical influence on or substantive control over the operations of the PROJECT SPONSOR.
The PROJECT SPONSOR also certifies that it will verify the state and federal suspension
and debarment status for all parties (consultant/vendor/contractor, ctc.) receiving funds
under this Agreement as a sub-Agreement and shall be solely responsible for any
recoupment, penalties or costs that might arise from use of a suspended or debarred party.
The PROJECT SPONSOR shall immediately notify the Department if any sub-Agrecment
party is debarred or suspended, and shall, at the DEPARTMENT’S request, take all steps
required by the State to terminate its sub-Agreement relationship with the party for work to
be performed under this Agreement.

{f the PROJECT SPONSOR defaults or fails to fulfill any part of this AGREEMENT, the
PROJECT SPONSOR shall be required to reimburse the DEPARTMENT and/or the
Federal Highway Trust Fund for all funds expended under this Project.

DUTIES AND RESPONSIBILITIES OF THE DEPARTMENT:

A,

The DEPARTMENT shall review the Project engineering plans, environmental documents
and contract documents applicable to the Federal Highway Administration and State of New
Hampshire requirements for a Federally-funded project and submit appropriate
documentation to the Federal Highway Administration to receive Federal approval.

The DEPARTMENT shall reimburse its share to the PROJECT SPONSOR after receipt and
approval of property documented invoices that have been certified by the PROJECT
SPONSOR as properly representing work that has been completed and paid for by the
PROJECT SPONSOR.

The DEPARTMENT shall use its best cfforts to obtain authorization of the Project from the
Federal Highway Administration.

IT IS FURTHER UNDERSTOOD AND AGREED BETWEEN THE DEPARTMENT AND
THE PROJECT SPONSOR:

A.

That the PROJECT SPONSOR will not incur any Project costs nor enter into any agreement
with any third party, including but not limited to consultants, contractors, or cngineers until
such time that it reccives a written notice to proceed from the DEPARTMENT to do se.

That the maximum amount of funds available for this Project for reimbursement under this
AGREEMENT from the DEPARTMENT shall be as set forth tn the Table on page 1. As
the scope of the Project is finalized, should the costs for the Project exceed the amount
budgeted, the DEPARTMENT agrees to review Project costs for consideration of additional
funding. Neither the DEPARTMENT nor the Federal Highway Administration will be
responsible for any expenses or costs incurred by the PROJECT SPONSOR under this
AGREEMENT in excess of the above amounts unless the DEPARTMENT expressly
authorizes additional funding prior to the work being performed.