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That the PROJECT SPONSOR shall invoice the DEPARTMENT for incurred costs on a
monthly basis and the DEPARTMENT will process these invoices for payment in an
expeditious manner.

That the PROJECT SPONSOR agrces to commence the Project at least two (2) years prior
to the Programmed Year of Advertisement as set forth in the Table on page 1 unless the
Programmed Year of Advertisement is less than 2 years from the date of this agreement, and
substantially complete the Project 2 years after the Programmed Year of Advertisement as
set forth in the Table on page I. unless earlier terminated as provided herein. The
PROJECT SPONSOR may apply to the DEPARTMENT for an extension to either deadline.
Such application for extension must be made in writing, providing an explanation of the
reasons for the delay, and proposing a revised schedule. Failure to meet any deadline
without good cause or failure to submit an extension request may cause the DEPARTMENT
to cancel its participation in this Project at its sole discretion, in which case any remaining
funds will be forfeited. The PROJECT SPONSOR is responsible for informing and
coordinating a new Project completion date that will need to be approved by the
DEPARTMENT if any condition arises that may result in cither deadline being unattainable.

That the PROJECT SPONSOR will attend a meeting with the DEPARTMENT’s
representative after signing this AGREEMENT to discuss the Project's scope, budget and
scheduic. The PROJECT SPONSOR will subsequently provide a schedule showing project
milestones with dates. Failure to meet these dates could delay funding for construction,

This AGREEMENT may be amended to incorporate changes in project scope, schedule,
and/or budget that may arise through the devclopment and design stages of the project,
pursuant to approval by the Governor and the Exccutive Council as Item No. 21 on October
3, 2018. Such amendments will be cffective upon execution of an instrument in writing
signed by both parties hereto. Otherwise, this AGREEMENT may be amended, waived or
discharged only by an instrument in writing signed by the parties hercto, and only after
approval of such amendment, watver of discharge by the Governor and Executive Council
of the State of New Hampshire unless no such approval is required under the circumstances
pursuant to State law, rule or policy.

That this AGREEMENT is contingent upon the appropriation of sufficient funds from the
State of New Hampshire Legislature and/or the Federal Highway Administration, If
sufficient funds are not appropriated. the DEPARTMENT may terminate this
AGREEMENT upon thirty (30) days’ written notice to the PROJECT SPONSOR. Such
termination shall relieve the DEPARTMENT and the PROJECT SPONSOR from
obligations under this AGREEMENT after the termination date.

Pursuant to authorization by the Governor and Executive Council, as Item No, { } on
{date}, this AGREEMENT is cffecttve upon the date shown on page one of this
AGREEMENT. The DEPARTMENT will include this AGREEMENT in its annual report to
the Governor and the Executive Council on the status of all active Federal Local Public
Agency (LPA) projects.

IN WITNESS WHEREOF, the partics have executed this AGREEMENT on the date first written

above.
NEW HAMPSHIRE DEPARTMENT CITY OF NASHUA
OF TRANSPORTATION
By: Signature:
Victoria PF. Shechan
Commissioner Name (typed):
State of New Hampshire
Department of Transportation Tide:

R-21-180

RESOLUTION

APPROVING THE COST ITEMS OF A SIDEBAR (MEMORANDUM OF
AGREEMENT) BETWEEN THE CITY OF NASHUA BOARD OF FIRE
COMMISSIONERS AND THE NASHUA FIREFIGHTERS ASSOCIATION LA.F.F.
LOCAL 789 REGARDING MILITARY DUTY PAY

CITY OF NASHUA

In the Year Two Thousand and Twenty One

RESOLVED by the Board of Aldermen of the City of Nashua that the cost items of the
attached sidebar (titled memorandum of agreement) regarding military duty pay between the
Nashua Board of Fire Commissioners and the Nashua Firefighters Association I.A.F.F. Local

789 are hereby approved.

The agreement is concerned with amending the military duty pay article with respect to
reserve military hours allowed for the differential pay calculation.

LEGISLATIVE YEAR 2021

RESOLUTION: R-21-180
PURPOSE: Approving the cost items of a sidebar (memorandum of

agreement) between the City of Nashua Board of Fire
Commissioners and the Nashua Firefighters Association
L.A.F.F. Local 789 regarding military duty pay

ENDORSER(S): Alderman-at-Large David C. Tencza

COMMITTEE Bud Revi
ASSIGNMENT: udget Review Committee

FISCAL NOTE: The fiscal impact of this resolution is anticipated to be minimal
and can be absorbed within the Fire Department budget. More
specifically, there are three current IAFF members receiving
military pay in the past five years that this sidebar agreement will
impact. The new calculation uses scheduled hours rather than what
the person actually receives as weekly pay at NFR. Therefore, a
NFR employee who was scheduled for a 10 hour NFR shift
followed by a 14 hours shift during a time when he was on 2 days
of military duty has those 24 scheduled hours compared to the 2
days of military pay. This calculation provides in slightly higher
amount of pay due to the employee.

ANALYSIS

This resolution approves the cost items of a sidebar agreement between the Nashua Board of Fire
Commissioners and the Nashua Firefighters Association 1.A. F. F. Local 789 concerning an
amendment to the military duty pay article with respect to reserve military hours allowed for the
differential pay calculation. The board of aldermen must vote whether or not to approve the cost
items of this sidebar within thirty days of receipt. RSA 273-A:3 II (c).

Approved as to account Financial Services Division
number and/or structure,
and amount: By: _/s/John Griffin

Approved as to form: Office of Corporation ty Ma

Date: De on tohe. Cal of

MEMORANDUM OF AGREEMENT
THE CITY OF NASHUA,
NASHUA FIREFIGHTERS’ UNION LOCAL 789

WHEREAS, the City of Nashua (“City”) is a municipal corporation organized under the laws of
the New Hampshire with an address of 229 Main Street, Nashua NH 03060.

WHEREAS, the Nashua Fire Fighters Union Local 789 (“Union”) is the exclusive bargaining
representative for all firefighters employed by the Nashua Fire Department (“Department”);

WHEREAS, the current CBA language relevant to the reserve military duty differential pay is
found in Article 28A of the CBA and states as follows: “An employee called to serve not more
than a seventeen (17) day annual training tour of duty with the National Guard or Armed Forces
Reserves will be paid the difference between his pay for such government service and the amount
of straight time earnings lost by him by reason of such service, based on the employee's regular
straight time rate and schedule. Such payments are to be made following the showing of
satisfactory evidence of the amount of pay received for such service;”

WHEREAS, the Union filed a grievance on February 18, 2019, alleging the City had made
changes to its method of differential payment to firefighters on reserve military duty;

WHEREAS, in order to avoid the expense and uncertainty of future litigation, the City and the
Union have agreed to the following terms contained in this Agreement;

NOW, THEREFORE, the parties hereby agree as follows:
1. The Union shall withdraw its grievance with prejudice.
2. The parties agree that Article 28A shall be amended as follows:

Annually, on a calendar year basis, an employee called to serve with the National Guard
or Armed Forces Reserves not more than two hundred and forty (240) hours, taken in either
ten (10) or fourteen (14) hour shifts, will be paid the difference between his pay for such
government service and the amount of straight time earnings lost by him by reason of such
service, based on the employee's regular straight time rate and schedule. Such payments
are to be made following the showing of satisfactory evidence of the amount of pay
received for such service;”

3. The parties agree the method of differential payment calculation shall be as follows: In any
given pay period, an employee who takes one or more 10-hour or 14-hour shifts off pursuant
to Article 28A shall have his or her pay reduced by the military daily rate that s/he received for
their military service performed on that day. The military daily rate will be compared to either
one 10-hour or one 14-hour shift, if only one shift is taken; or will be compared to a 10-hour
and a 14-hour shift added together, if those two shifts are taken together. Employees shall
provide the City with their estimated daily military rate prior to any leave request and within
the forty-five (45) day period following his or her return from such leave shall provide the City
with documentation establishing their actual daily rate. The employee shall make the City
whole for any overpayment in his or her next paycheck or several paychecks as determined by
the employee, the Union, and the City.

4. Any military duty pay hours used since January 1, 2021 will be deducted from the two hundred
and forty (240) hours available to the employee for 2021.

IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto.

For the City of Nashua:

Date

For the Union:

Date

R-21-181

RESOLUTION

AUTHORIZING PENNICHUCK CORPORATION AND PENNICHUCK EAST
UTILITY, INC. TO ENTER INTO A LOAN WITH COBANK, ACB

CITY OF NASHUA

In the Year Two Thousand and Twenty-One

WHEREAS, the City of Nashua is the sole shareholder of Pennichuck Corporation
(“Pennichuck”’) and each of its subsidiaries:

WHEREAS, Article [X (3) of the Articles of Incorporation of Pennichuck and Article V
$2 of the by-laws of Pennichuck require the approval of the sole shareholder (the City of
Nashua) for Pennichuck to create, incur, assume, or guarantee any indebtedness for borrowed
money, which includes contracting a loan on behalf of Pennichuck or its subsidiaries; and

WHEREAS, Pennichuck East Utility, Inc. is a regulated New Hampshire public water
utility, and is a wholly owned subsidiary of Pennichuck which, in turn, is wholly owned by the
City of Nashua.

NOW, THEREFORE, BE IT RESOLVED by the Board of Aldermen of the City of
Nashua that the City approves (1} the loan to Pennichuck East Utility, Inc. from CoBank, ACB,
in an amount of up to $2,550,000, with a 25-year amortization schedule; and (2) the guarantee by
Pennichuck Corporation of the payment by Pennichuck East Utility, Inc. of said loan.

LEGISLATIVE YEAR 2021

RESOLUTION: R-21-181
PURPOSE: Authorizing Pennichuck Corporation and Pennichuck East

Utility, Inc. to enter into a loan with CoBank, ACB

ENDORSERS: Alderman-at-Large Lori Wilshire
Se: Pennichuck Special Water Committee

FISCAL NOTE: None.

ANALYSIS

This resolution approves the proposal by Pennichuck Corporation and one of their regulated
public water subsidiaries to enter into a loan as described in the resolution.

We have forwarded additional information provided by Pennichick on the proposal to the Board
of Aldermen.

Article IX (3) of Pennichuck Corporation’s Articles of Incorporation and Article V $2 of the
Pennichuck Corporation's by-laws requires City approval for the borrowing.

Approved as to form: Office of Corporation Counsel

By: Veto, Con te _

Date: aA OcrAnix«, PoOo-

Steven A. Bolton
Corporation Counsel
BoltonS@nashuanh. gov

Celia K. Leonard
Deputy Corporation Counsel
LeonardC@nashuanh. gov

229 Main Street
P.O. Bex 2019
Nashua, NH 03061-2019

CITY OF NASHUA
OFFICE OF
CORPORATION COUNSEL

FIRST MEMORANDUM

Dorothy Clarke
Deputy Corporation Counsel
DoryC@nashuanh.gov

Nicole M. Clay
Attorney/RTK Coordinator
ClayN@nashuanh. gov

T: (603) 589-3250
F: (603) 589-3259
Legal@nashuanh.gov

TO: Board of Aldermen
FROM: Office of Corporation Counsel
Dorothy Clarke, Esquire
DATE: October 21, 2021
RE: R-21-181! “Authorizing Pennichuck Corporation and Pennichuck East Utility, Inc.

to enter into a loan with CoBank, ACB”

Attached please find a letter from Pennichuck with supporting information for Resolution

R-21-181 “Authorizing Pennichuck Corporation and Pennichuck East Utility, Inc. to enter into a

loan with CoBank, ACB”.

Please note that the letter references Attachment B, which is a confidential term sheet for

the term loan with CoBank, ACB. This attachment is not included in the document attached to

this memo. This document, which is a confidential financial document, will be provided to the

Board separately.

V2 PENNICHUCK:

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

(603) 682-5191
FAX (603) 913-2305

WWW .PENNICHUCK.COM
October 8, 2021

Mr. Steven A. Bolton
Corporation Counsel
City of Nashua

229 Main Street
Nashua, NH 03060

Re: Pennichuck East Utility, Inc. — Request for Approval of Term Loan with CoBank, ACB

Dear Attorney Bolton:

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

The purpose of this letter is to request that the City, acting in its capacity as sole shareholder,
approve resolutions authorizing Pennichuck’s regulated public water utility subsidiary,
Pennichuck East Utility, Inc. (*PEU”), to enter into a term loan with CoBank, ACB (““CoBank”).

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 11, 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 |X of Pennichuck’s Articles of

Incorporation, the City, acting in its capacity as Pennichuck’s sole shareholder, must approve:

“(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.”