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27.

28.

29.

30.

31.

in connection with the procurement of work to be done or payments to be made under this
contract, City of Nashua may terminate the contract at will or for cause in accordance with
paragraph 8. Upon termination, Professional Engineer shall refund to the City of Nashua
any profits realized under this contract, and Professional Engineer shall be liable to the City
of Nashua for any costs incurred by the City of Nashua in completing the work described
in this contract. At the discretion of the City of Nashua, these sanctions shall also be
applicable to any such conviction obtained after the expiration or completion of the
contract.

Professional Engineer warrants that no gratuities (including, but not limited to,
entertainment or gifts) were offered or given by Professional Engineer to any officer or
employee of the City of Nashua with a view toward securing a contract or securing
favorable treatment with respect to the awarding or amending or making of any
determinations with respect to the performance of this contract. If City of Nashua
determines that such gratuities were or offered or given, it may terminate the contract at
will or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a
waiver of any other rights or remedies available to the City of Nashua under this contract
or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Professional
Engineer, including any of their respective agents or employees, shall not be liable to third
parties for any act or omission of the other party. This contract is not intended to create
any rights, powers, or interest in any third party and this agreement is entered into for the
exclusive benefit of the City of Nashua and Professional Engineer.

SURVIVAL OF RIGHTS AND OBLIGATIONS The rights and obligations of the parties that by
their nature survive termination or completion of this contract shall remain in full force and
effect.

SEVERABILITY In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any
court of competent jurisdiction, or is found to be in violation of state statutes or regulations,
the invalidity or unenforceability of any particular provision of this contract shall not affect
any other provision, the contract shall be construed as if such invalid or unenforceable
provisions were omitted, and the parties may renegotiate the invalid or unenforceable
provisions for sole purpose of rectifying the invalidity or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the
entire contract between the City of Nashua and Professional Engineer. The parties shall
not be bound by or be liable for any statement, representation, promise, inducement, or
understanding of any kind or nature not set forth in this contract. No changes, amendments,
or modifications of any terms or conditions of the contract shall be valid unless reduced to
writing and signed by both parties.

CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of

the State of New Hampshire and any claim or action brought relating to this contract, the
work performed or contracted to be performed thereunder, or referable in anyway thereto

GC 12 of 13

shall be brought in Hillsborough County (New Hampshire) Superior Court Southern
Judicial District or in the New Hampshire 9th Circuit Court— Nashua and not elsewhere.

GC 13 of 13

Exhibit B

The Doty Group, Inc.

26 Plain Road

Hollis. NH 03049

603.490.0103 incoroorated
contactthedotygroup@gmail.com (enneepe Denar Consines nom ond Mpmemmans
Estimate

ADDRESS ESTIMATE 1507

City of Nashua, N.H. - Office of Economic Development DATE 02/11/2022

P.O. Box 2019 EXPIRATION DATE = 10/31/2023

Nashua. NH 03061

ACTIVITY aTyY RATE AMOUNT
Scope of Work 100,000.00
2022 Landscape

Seasonal maintenance of growth, Library to Pan Am Pedestrian Bridge

To be done with long reach excavator and flail mower

Seasonal May - October

Completed weekly with laborers and hand powered gas tools OR with excavator and flail mower/mulcher
when available (both will yield same results)

Scope of Work 35,000.00
2022 Landscape

Seasonal maintenance of walk from Peddlers to Margaritas, and along upper edge length of BAE parking lot.

(Nothing below edge level on the slope)

Seasonal May - October

Completed weekly with laborers and hand powered gas tools OR with excavator and fla mower/mulcher

when available (both will yied same results)

Scope of Work 45,000.00
2022 Landscape

Seasonal maintenance of growth, both sides of river behind 53-59 Main Street to Cottonmill Bridge

Seasonal May - October

Completed weekly with laborers and hand powered gas tools OR with excavator and flail mower/mulcher

when available (both will yield same results)

Notes

Tentative billing to look like the below, 6 payments of $30,000 from May thru October.
May 1 $30,000

June 1 $30,000

July 1 $30,000

Aug 1 $30,000

Sept 1 $30,000

Oct 1 $30,000

Labor
Any water access work needed for any growth that cannot be reached from iand would be billed at $75 per

man hour plus any boat rentals and disposal fees.

Labor
Grafitti removal and other on-call requests to be billed at $75/man hour - 5 hour minimum

Snow Removal

2022-2023 Pricing

Machine hours billed at $125/hour
Shovel hours billed at $75/hour

rhank you for the opportunity! TOTAL $1 80, 000.00

Please be advised that we prefer cash or check payments.

Page 1 of 2

We are able la accept credit card payments for an additional
3% charge.

Accepted By

Acceptad Date

Page 2 of 2

re - Nashua
e@®® Public
™)) Library

March 7, 2022

Ms. Lori Wilshire, President
Nashua Board of Aldermen
City of Nashua, NH

Dear President Wilshire,

The Board of Library Trustees requests a Joint Convention with the Mayor and Board of
Aldermen for the purpose of placing the name of Scott Jaquith in nomination as Library
Board Trustee for a seven-year term to expire on March 31, 2029.

Sincerely,

huh Vr k ,

Linda Laflamme, Chairman
Board of Library Trustees
Nashua Public Library

cc: James Donchess, Mayor

2 Court Street | Nashua, NH 03060 | 603.589.4600 | www.nashualibrary.org

Va. PENNICHUCK*
fe

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

(603) 882-5191
FAX (603) 913-2305

WWW.PENNICHUCK.COM

March 2, 2022

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”) ts 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 IX 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.”

-2-
Proposed Term Loan Borrowing from CoBank

PEU is a New Hampshire public utility corporation providing retail water service to
approximately 8,580 customers in the New Hampshire towns of Atkinson, Barnstead, Bow,
Chester, Conway, Derry, Exeter, Hooksett, Lee, Litchfield, Londonderry, Middleton, Pelham,
Plaistow, Raymond, Sandown, Tilton, Weare and Windham. PEU is wholly-owned by
Pennichuck which, in turn, is wholly-owned by the City.

PEU has entered into a Master Loan Agreement with CoBank dated as of February 9, 2010 (the
“Master Loan Agreement”), which provides the framework for CoBank to make loans to PEU from
time to time. A copy of the Master Loan Agreement is attached to this letter as Attachment A.

PEU requests the City’s approval for PEU to enter into a term loan with CoBank in an amount of
up to $700,000 with an amortization period of up to 25 years, with an interest rate to be
determined based on market conditions (currently estimated at approximately 4.65% per annum).
A copy of the CONFIDENTIAL term sheet for the term loan with CoBank is attached to this
letter as Attachment B.

The proceeds from the CoBank loan will be used to refinance and repay up to approximately
$700,000 of Fixed Asset Line of Credit (“FALOC”) borrowings by PEU, under its $3 million
FALOC with CoBank, which was used to fund capital improvements to the PEU water system
infrastructure during 2021, which were not funded by State of New Hampshire Drinking Water
Revolving Loan Fund (SRF) or NH Drinking Water and Groundwater debt or grants.

The FALOC with CoBank was approved by the Company’s Board of Directors, the NH Public
Utilities Commission (““NHPUC”), and the City of Nashua as shareholder, in March of 2018 (in
NHPUC Order No. 26,117; Docket PWC 17-157), to provide for capital improvements financing
during each calendar year, with subsequent annual refinancing and repayment of amounts
borrowed with term loans, consistent with the Company’s allowed rate structure with the
NHPUC, under Order No. 26,179 (Docket DW 17-128). This facility was renewed and
extended thru June 30, 2023 during 2020, with all of the approvals required at that time, and as
included in NHPUC Docket No. DW 20-081, and Order No. 26,418.

The CoBank loan will be secured by (i) a security interest in PEU’s equity interest in CoBank
(consisting of PEU’s $212,825 earned equity investment in CoBank from patronage dividends
received since 2010, and PEU’s right to receive future patronage dividends), and (ii) the
unconditional guarantee of PEU’s obligations to CoBank by Pennichuck pursuant to the
Guarantee of Payment (Continuing) dated as of February 9, 2010 between Pennichuck and
CoBank (the “Guaranty Agreement”), a copy of which is attached to this letter as Attachment C.

The Lender — CoBank, ACB. CoBank is a government sponsored enterprise (“GSE”) owned
by its customers, who consist of agricultural cooperatives, rural energy, communications and
water companies and other businesses that serve rural America. As a GSE, CoBank issues its
debt securities with the implicit full faith and credit of the United States Government and uses
these low-cost funds to make loans to companies like PEU that meet its charter requirements.
As a result of the implicit backing of the U.S. Government, CoBank’s borrowing costs are lower
than commercial banks and financial institutions, and these lower costs are passed on to its
borrowers. In addition to the lower rates, CoBank loans generally have fewer covenants or
restrictions as compared to loans from commercial banks and other financial institutions.

-3-

Approval by Pennichuck and PEU. The CoBank loan and guaranty have been approved by the
Board of Directors of Pennichuck and PEU.

Pennichuck recommends that the City authorize (i) PEU to enter into the loan with CoBank; and
(ii) Pennichuck to guaranty the loan.

Lower Costs Are Good for Customers. Pennichuck and its Board of Directors have
determined that the capital projects to be refinanced by the CoBank loan, will allow PEU to
continue to provide safe, adequate and reliable water service to their customers on a cost-
effective basis. The terms of the loan are very favorable compared to other alternatives and will
result in lower financing costs than would be available under other debt options. These lower
financing costs will be passed on to customers.

Other Approvals. As a regulated public utility, PEU must obtain approval of the term loan
from the New Hampshire Public Utilities Commission (““NHPUC”), which will approve the term
loan if it finds the loan to be consistent with the public good. PEU is filing a petition for
approval with the NHPUC contemporaneously with this notice to the City and expects the
NHPUC to consider the petition promptly.

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 [X(3) of
Pennichuck’s Articles of Incorporation, authorize the following actions:

RESOLVED, that the City hereby approves the loan to Pennichuck East Utility, Inc.
from CoBank, ACB, in an amount of up to $700,000, with a 25-year amortization
schedule; and

FURTHER RESOLVED, that the City hereby approves the guaranty by Pennichuck
Corporation of the payment by Pennichuck East Utility, Inc. of the loan authorized in
the prior resolution; and

FURTHER RESOLVED, that the City hereby authorizes Pennichuck Corporation and
Pennichuck East Utility, Inc., their Boards of Directors, and their Officers, to take any
and all actions required to obtain all necessary approvals with respect to the actions
described in these resolutions and to execute and deliver such documents as are
necessary to affect the CoBank loan, and the guaranty described in these resolutions.

Respectfully submitted,
PENNICHUCK CORPORATION

2 inl

Larry D. Goodhue
Chief Executive Officer

cc. Mayor James Donchess

Attachment A

MLA No. RX0848

MASTER LOAN AGREEMENT

THIS MASTER LOAN AGREEMENT (this “Agreement”) is entered into as of February 9,
2010, between PENNICHUCK EAST UTILITY, INC., a New Hampshire corporation (the
“Company”). and CoBANK, ACB, a federally chartered instrumentality of the United States

(“CoBank").
BACKGROUND

From time to time, CoBank may make loans and extend other types of credit to or for the account
of the Company. In order to facilitate the making of such loans and other types of credit, the parties are
entering into this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

ARTICLE 1
DEFINITIONS AND RULES OF INTERPRETATION

SECTION 1.01. Definitions. Capitalized terms used in this Agreement and defined in
Exhibit A hereto shall have the meanings set forth in that Exhibit.

SECTION 1.02. Rules of Interpretation. The rules of interpretation set forth in Exhibit A
shall apply to this Agreement.

ARTICLE 2
THE SUPPLEMENTS

SECTION 2.01. Promissory Notes and Supplements. In the event the Company desires to
borrow from CoBank and CoBank is willing to lend to the Company, the parties will enter into a
promissory note and supplement hereto (each a "Promissory Note and Supplement"). Each Promissory
Note and Supplement will set forth CoBank's commitment to make a loan or loans to the Company, the
amount of the loan(s), the purpose of the loan(s), the interest rate or interest rate options applicable to the
loan(s), the Company's promise to repay the loans, and any other terms and conditions applicable to the
particular loan(s). Each loan will be governed by the terms and conditions set forth in this Agreement and
in the Promissory Note and Supplement relating to that loan. In the absence of a Promissory Note and
Supplement hereto duly executed by CoBank, CoBank shall have no obligation to make a loan to the
Company under this Agreement.

SECTION 2.02. Notice and Manner of Borrowing New Loans. Except as otherwise
provided in a Promissory Note and Supplement: (A) loans will be made available on any Business Day
upon the telephonic or written request of an authorized employee of the Company (which request, if
made telephonically, shall be promptly confirmed in writing if required by CoBank); (B) requests for
loans must be received by 12:00 noon Company's local time on the date the loan is to be made; and (C)
loans will be made available by wire transfer of immediately available funds to such account or accounts
as may be authorized by the Company on forms supplied by CoBank.

SECTION 2.03. Method of Payment. The Company shall make all payments to CoBank
under this Agreement and each Promissory Notc and Supplement hereto by wire transfer of immediately
available funds, by check, or, if specified by separate agreement between the Company and CoBank, by
automated clearing house (ACH) or other similar cash handling processes. Wire transfers shall be made
to ABA No. 307088754 for advice to and credit of "CoBANK” (or to such other account as CoBank may
direct by notice). The Company shall give CoBank telephonic notice no later than 12:00 noon
Company’s local time of its intent to pay by wire, and funds received after 3:00 p.m. Company’s local
time shall be credited on the next Business Day. Checks shall be mailed to CoBANK, Department 167,
Denver, Colorado 80291-0167 (or to such cther place as CoBank may direct by notice). Credit for
payment by check will not be given until the latter of the next Business Day after receipt of the check or
the Business Day on which CoBank receives immediately available funds.

SECTION 2.04. Security and Guaranty.

(A) Security. The Company's obligations hereunder and under each other Loan
Document to which the Company is a pasty (whether executed contemporaneously herewith or at a later
date) shall be secured by a statutory first priority Lien on all equity which the Company may now own or
hereafter acquire or be allocated in CoBank and all proceeds thereof.

(B) Credit Support. In addition to the above, the Company's obligations hereunder
and under each Promissory Note and Supplement hereto shall bc guarantied by Pennichuck Corporation
(the “Guarantor”) pursuant to a guarantee of payment in form and content acceptable to CoBank (as
amended or restated from time to time, the “Guaranty").

ARTICLE 3
CONDITIONS PRECEDENT

SECTION 3.01. Conditions Precedent to the Initial Promissory Notes and Supplements
Hereto. CoBank's obligation to make a loan or loans under the initial Promissory Note and Supplement
hereto (or, in the event that more than one Promissory Note and Supplement is being executed on the
date hereof, each initial Promissory Note and Supplement hereto), is subject to the following conditions
precedent, which, in the case of instruments and documents, must be in form and content acceptable to
CoBank:

(A) This Agreement. CoBank shall have received a duly executed original of this
Agreement.

(B) Guaranty and Related Documents. ([) A duly executed original Guaranty; (2)
copies, certified by the Secretary of the Guarantor as of the date hereof (or as of another date acceptable
to CoBank), of such board resolutions, evidence of incumbency, and other evidence as CoBank may
require that the Guaranty has been duly authorized, executed and delivered by the Guarantor; and (3) an
opinion of counsel to the Guarantor, which counsel and opinion must be in form and content acceptable
to CoBank.

(C) Consent and Agreement. A consent and agreement (the “Consent and
Agreement") between the Company, Pennichuck Water Works, Inc. (‘PWW"). and CoBank in form and
content acceptable to CoBank.

(D) Secretary‘’s Certificate. CoBank shall have received an original certificate of
the Secretary of the Company dated as of the date hereof (or as of another date acceptable to CoBank)