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86 PALM ST. DEED CORRECTIONS

#78 -— 80
| | #82 - 84
oo #86
LT
Driveway is curtilage.
(f) See note below.

#88

SuUCK ST.

Book 1134, page 298 of 11/26/1945.
Nashua Bldg. and Loan Assoc. sold to
Philippe and Simone Labrie.

Land surveyed and prop. line chisel
marked was a boundary line adj. RSA
75:8 Revised Inventory that would
have corrected the 86 Palm St. Deed
from 30' to read 33' and remove the

gap:

Survey found property is 33' wide.
Driveway is 10', 3" wide.

Book 2149, page 333 on 1/12/68.
Genevieve B. Caron sold to James L.
and Annette Gilbertson. All deeds
from 1886 to present have had about
51' to Buck Street.

Note. Curtilage like govt.-owned property, public land and rail-~
road land are exempt from adverse possession with no statute of

limitation.

AGENDA MEETING OF THE BOARD OF ALDERMEN APRIL 12, 2016

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N OQ G fF WN

10.
11.

PRESIDENT BRIAN S. McCARTHY CALLS ASSEMBLY TO ORDER
PRAYER OFFERED BY CITY CLERK PATRICIA PIECUCH
PLEDGE TO THE FLAG LED BY ALDERMAN TOM LOPEZ
ROLL CALL
REMARKS BY THE MAYOR
RESPONSE TO REMARKS OF THE MAYOR
RECOGNITIONS
R-16-025
Endorsers: Mayor Jim Donchess
Board of Aldermen
RECOGNIZING GREATER NASHUA HABITAT FOR HUMANITY WITH THE 2016
GATE CITY LIGHT AWARD

READING OF MINUTES OF PREVIOUS MEETINGS AND PUBLIC HEARING

Special Board of AIMErmMen ............. ce cceseccessseecestesersssneeseesesennterseseens 03/21/16
Board of AIMGrMe nn... cece cecccreeeeeeeeteeseeeseseseeaaeeeeesesteateeneanens 03/22/16
Special Board Of AIM]Srmen.......... ee cesseccseensessesneeesesneneeeeesrstaseeseenans 04/02/16
Public Hearing Conducted by Budget Review Committee................... 03/21/16
COMMUNICATIONS

From: Larry D. Goodhue, Chief Executive Officer, Pennichuck Corporation
Re: Annual Meeting of Sole Shareholder

From: Mayor Jim Donchess
Re: Contract Award for Amherst Street Improvements — Charron Avenue to Diesel Road

From: Mayor Jim Donchess
Re: 2016 Sewer Program

From: Mayor Jim Donchess
Re: Headworks Upgrade

PERIOD FOR PUBLIC COMMENT RELATIVE TO ITEMS EXPECTED TO BE ACTED
UPON THIS EVENING

PETITIONS
NOMINATIONS, APPOINTMENTS AND ELECTIONS

Joint Convention with Woodlawn Cemetery Board of Trustees
Appointment by the Mayor

12. REPORTS OF COMMITTEE

Budget Review Committee 200.00... ceceeseeteceneceeeseeeesenaaseeererenees 03/21/16
Budget Review Committee ........... ec cececseenenrecertteseesrersneareseeseneecs 03/28/16
Finance Committee oo... cccee cece eeee cee senteeeeeesee tenes teceeteneetaaeaea 04/06/16
Committee on Infrastructure 0.0.0... ceccceecectneeseseeeeseneeeeerenaes 03/23/16
Pennichuck Water Special Committee... ec eceseeeensntereenennens 03/29/16
Personnel/Administrative Affairs Committee... ee 04/04/16
Planning & Economic Development Committee... ees 04/05/16

13. WRITTEN REPORTS FROM LIAISONS
14. CONFIRMATION OF MAYOR'S APPOINTMENTS
Arts Commission

Alison Bankowski (New Appointment) Term to Expire: April 1, 2017
35 Manchester Street
Nashua, NH 03064

Judith Carlson (New Appointment) Term to Expire: April 1, 2017
15 Manchester Street
Nashua, NH

Planning Board

Michael Pedersen (New Appointment) Term to Expire: January 5, 2020
11 Delaware Road
Nashua, NH 03062

UNFINISHED BUSINESS — RESOLUTIONS

R-16-001
Endorsers: Alderman Benjamin M. Clemons
Alderman-at-Large Brian S. McCarthy
ESTABLISHING AN EXPENDABLE TRUST FUND FOR APPROPRIATIONS FOR DOWNTOWN
IMPROVEMENTS AND TRANSFERRING UP TO $170,439.20 INTO THE EXPENDABLE TRUST
FUND
« Budget Review Committee Recommends: Final Passage

R-16-012
Endorser: Alderman-at-Large Daniel T. Moriarty
AUTHORIZING PENNICHUCK CORPORATION, PENNICHUCK WATER WORKS, INC.,
PENNICHUCK EAST UTILITY, INC., AND PITTSFIELD AQUEDUCT COMPANY, INC. TO
BORROW FUNDS FROM THE NEW HAMPSHIRE DRINKING WATER STATE REVOLVING
LOAN FUND
e Pennichuck Water Special Committee Recommends: Final Passage

R-16-013
Endorser: Alderman-at-Large Daniel T. Moriarty
AUTHORIZING PENNICHUCK CORPORATION AND PENNICHUCK EAST UTILITY, INC.
TO ENTER INTO ALONG TERM LOAN WITH COBANK
e Pennichuck Water Special Committee Recommends: Final Passage

R-16-014

Endorsers: Alderman-at-Large Brian S. McCarthy

Alderman Richard A. Dowd

Alderwoman Mary Ann Melizzi-Golja

Alderman June M. Caron

Alderman-at-Large Michael B. O’Brien, Sr.
CHANGING THE PURPOSE OF UP TO $600,000 OF UNEXPENDED BOND PROCEEDS
FROM THE BROAD STREET ELEMENTARY SCHOOL BUILDING PROJECT, $159,815
OF UNEXPENDED BOND PROCEEDS FROM THE SCHOOL ROOF REPLACEMENTS
PROJECT AND $228,956.44 OF UNEXPENDED SCHOOL CAPITAL RESERVE FUND
APPROPRIATIONS FROM THE HIGH SCHOOLS’ GYM FLOORS PROJECT TO THE
SUNSET HEIGHTS ELEMENTARY SCHOOL HVAC IMPROVEMENTS AND BUILDING
RENOVATIONS PROJECT

e Budget Review Committee Recommends: Final Passage

R-16-015
Endorsers: Mayor Jim Donchess
Alderman Ken Siegel
Alderman-at-Large Brian S. McCarthy
Alderman-at-Large Lori Wilshire
Alderman Richard A. Dowd
Alderman June M. Caron
Alderman-at-Large Michael B. O'Brien, Sr.
ESTABLISHING AN EXPENDABLE TRUST FUND FOR STATE EMPLOYER PENSION COSTS
AND APPROPRIATING $2,230,000 FROM FUND BALANCE ASSIGNED FOR THIS PURPOSE
INTO THE EXPENDABLE TRUST FUND
e Budget Review Committee Recommends: Final Passage

R-16-020
Endorser: Mayor Jim Donchess
AUTHORIZING AN AGREEMENT TO RESTRUCTURE THE DEBT OF CLOCKTOWER HOUSING
ASSOCIATES LIMITED PARTNERSHIP
e Finance Committee Recommends: Final Passage

R-16-021
Endorsers: Alderman Richard A. Dowd
Alderman-at-Large Lori Wilshire
APPROVING THE COST ITEMS OF A COLLECTIVE BARGAINING AGREEMENT BETWEEN
THE NASHUA BOARD OF EDUCATION AND THE NASHUA ASSOCIATION OF SCHOOL
PRINCIPALS FROM JULY 1, 2015 THROUGH JUNE 30, 2018
e Budget Review Committee Recommends: Final Passage

UNFINISHED BUSINESS — ORDINANCES

O-16-006
Endorsers: Alderman Ken Siegel
Alderwoman Mary Ann Melizzi-Golja
Alderman-at-Large Michael 8. O’Brien, Sr.
AUTHORIZING A STOP SIGN ON THE NORTHWEST CORNER OF HOLLYHOCK
AVENUE AT ITS INTERSECTION WITH CHERRYWOOD DRIVE
e Committee on Infrastructure Recommends: Final Passage

NEW BUSINESS ~ RESOLUTIONS

R-16-026
Endorser: Alderwoman Mary Ann Melizzi-Golja
APPROVING THE COST ITEMS OF A COLLECTIVE BARGAINING AGREEMENT BETWEEN
THE MAYOR AND THE BOARD OF FIRE COMMISSIONERS AND LOCAL #789, INTERNATIONAL
ASSOCIATION OF FIRE FIGHTERS FROM JULY 1, 2015 THROUGH JUNE 30, 2019 AND
RELATED TRANSFER FROM CONTINGENCY

R-16-027
Endorsers: Mayor Jim Donchess
Alderman-at-Large Lori Wilshire
RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF $11,822 FROM THE UNITED
STATES DEPARTMENT OF HOMELAND SECURITY AND THE STATE OF NEW HAMPSHIRE
DEPARTMENT OF SAFETY INTO EMERGENCY MANAGEMENT GRANT ACTIVITY “2016
EMERGENCY MANAGEMENT PERFORMANCE GRANT (EMPG)”

R-16-028
Endorser: Mayor Jim Donchess
AUTHORIZING THE MAYOR AND THE CITY TREASURER TO ISSUE BONDS NOT TO EXCEED
THE AMOUNT OF THIRTY MILLION DOLLARS ($30,000,000) TO REFUND ALL OR A PORTION
OF CERTAIN OUTSTANDING BONDS OF THE CITY IN ORDER TO ACHIEVE INTEREST COST

AND OTHER SAVINGS
NEW BUSINESS — ORDINANCES

O-16-007
Endorser: Alderman David Schoneman
PROHIBITING CERTAIN TRUCKS ON CHANDLER STREET

O-16-008
Endorser: Alderman David Schoneman
ALLOWING RESIDENTS OF SALEM STREET TO PURCHASE OVERNIGHT ON-STREET

PARKING PERMITS

0-16-0009
Endorser: Mayor Jim Donchess
PROHIBITING PARKING IN PART OF LE PARC DE NOTRE RENAISSANCE FRANCAISE

PARKING LOT DURING SUNDAY FARMERS’ MARKETS
O-16-010

Endorser: Alderman-at-Large David W. Deane
ADOPTION OF AMENDMENTS TO MERIT EMPLOYEE RULES AND REGULATIONS

EFFECTIVE JULY 1, 2016
PERIOD FOR GENERAL PUBLIC COMMENT
REMARKS BY THE MEMBERS OF THE BOARD OF ALDERMEN
Committee announcements:

ADJOURNMENT

PENNICHUCK 25 MANCHESTER STREET
PO BOX 1947

MERRIMACK, NH 03054-1947

(603) 862-5191
FAX (603) 913-2305

WWW.PENNICHUCK.COM

VIA HAND DELIVERY
March 29, 2016

Mr. Brian McCarthy, President
Board of Aldermen

City of Nashua

229 Main Street

Nashua, NH 03060

Dear President McCarthy:

On behalf of the Pennichuck Corporation Board of Directors, I am enclosing the following items
with respect to the Annual Meeting of Sole Shareholder to be held on Saturday, May 7, 2016, at
the Courtyard Marriott, 2200 Southwood Drive, in Nashua:

I, Notice of Annual Meeting of Sole Shareholder and Proxy Statement;
2. Proxy Card; and

3. Annual Report to the Shareholder (includes the Audited Consolidated
Financial Statements for December 31, 2015 and 2014).

Please contact Thomas J. Leonard, Chairman of the Board of Directors, or me, if you need
further information.

Regards,

Larry D. Goodhue

Chief Executive Officer
ce. Mayor James Donchess
Board of Aldermen

Patricia Piecuch, City Clerk
Steven Bolton, Corporation Counsel

V2 PENNICHUCK

PENNICHUCK CORPORATION
25 Manchester Street
Merrimack, New Hampshire 03054

NOTICE OF ANNUAL MEETING OF SOLE SHAREHOLDER
To be Held on May 7, 2016

To the City of Nashua, New Hampshire, in its capacity as the Sole Shareholder of Pennichuck
Corporation:

In accordance with the By-Laws of Pennichuck Corporation and applicable laws, Pennichuck
Corporation hereby provides notice that you are cordially invited to attend the Annual Meeting
of Sole Shareholder of Pennichuck Corporation. The City of Nashua, New Hampshire, is the
Sole Shareholder of Pennichuck Corporation.

The Annual Meeting will be held at the Courtyard Marriott, 2200 Southwood Drive, Nashua,
New Hampshire, on Saturday, May 7, 2016 at 9:00 a.m., for the following purpose:

1. To elect four directors, each for a three-year term, and until their
successors are elected and qualified.

To facilitate the City’s review of the matters to be addressed at the Annual Meeting, the
Pennichuck Corporation Board of Directors have approved the delivery of the Proxy Statement
attached to this Notice.

By Order of the Board of Directors,

<pdl

LARRY D. GOODHUE
Chief Executive Officer

Merrimack, New Hampshire
March 29, 2016

(G PENNICHUCK

PENNICHUCK CORPORATION
25 Manchester Street
Merrimack, New Hampshire 03054

PROXY STATEMENT

Annual Meeting of Sole Shareholder

This Proxy Statement is furnished to the City of Nashua, New Hampshire (the “City”), in its
capacity as the Sole Shareholder of Pennichuck Corporation (“Pennichuck Corporation” or the
“Company”), by the Board of Directors of Pennichuck Corporation, in connection with the
solicitation of a proxy to be voted at the Annual Meeting of Sole Shareholder for the purpose set
forth in the accompanying Notice of Annual Meeting of Sole Shareholder.

The Annual Meeting will be held at the Courtyard Marriott, 2200 Southwood Drive, Nashua,
New Hampshire, on Saturday, May 7, 2016 at 9:00 a.m.

Matter to be Voted Upon at the Annual Meeting

At the Annual Meeting, the City, in its capacity as the Sole Shareholder of Pennichuck Corporation,
ts being asked to consider and vote upon the following:

(1) To elect C. George Bower, Jay N. Lustig, John D. McGrath and Preston J.
Stanley, Jr. as directors, each for a three-year term, and until their successors
are elected and qualified.

Voting at the Annual Meeting

Background. Pennichuck Corporation was acquired by the City on January 25, 2012. This
acquisition was accomplished pursuant to an Agreement and Plan of Merger reached between the
City and Pennichuck Corporation dated November 11, 2010 (the “Merger Agreement”), The
transaction, in which the City issued $150.6 million of general obligation bonds to acquire the
outstanding stock of Pennichuck Corporation and pay all transaction costs, was authorized by
special legislation enacted by the State Legislature in 2007 and 2010. The Mayor and the Board
of Aldermen unanimously approved the acquisition pursuant to this special legislation on
January 11,2001. The New Hampshire Public Utilities Commission approved the Merger

Agreement on November 23, 2011, concluding that “the transaction is in the public interest and
will not have an adverse effect on rates, terms, service, or operation of the utilities.”

Corporate Structure. As part of the acquisition, the corporate structure of Pennichuck
Corporation and its utility subsidiaries was retained. Under this structure, the City is the sole
shareholder of Pennichuck Corporation. Pennichuck Corporation continues to own five
corporate subsidiaries, including three regulated public utilities (Pennichuck Water Works, Inc.,
Pennichuck East Utility, Inc., and Pittsfield Aqueduct Company, Inc.), an unregulated service
company (Pennichuck Water Service Corporation), and a real estate holding company (The
Southwood Corporation).

Election of the Board of Directors. Under this corporate governance system, the City exercises
its contro] over Pennichuck Corporation in its capacity as the Company’s Sole Shareholder in
accordance with the Articles of Incorporation, the By-Laws and the New Hampshire laws
governing business corporations. In accordance with these rules, Pennichuck Corporation’s
business affairs are managed and overseen by a Board of Directors. One of the most important
responsibilities of the City, in its capacity as Sole Shareholder, is to elect members of the Board
of Directors from individuals nominated by the Pennichuck Corporation Board of Directors at
the Company’s Annual Meeting.

Voting at the Annual Meeting. \t is important to remember that the City itself is the Sole
Shareholder, not any individual person who may hold an office with the City. The City must
exercise its responsibilities as Sole Shareholder through public meetings of the City’s Board of
Aldermen and Mayor, acting in accordance with applicable New Hampshire laws and the
provisions of the City Charter. As a municipal entity, the City is not typically in a position to
“attend” an annual meeting, or any other meeting of the Sole Shareholder, “in person.”

Traditional corporate law principles provide a ready solution for this type of “institutional”
voting of shares. As the Sole Shareholder, the City may review the proposed vote and take
action at appropriate City meetings determined by the City. The City may then either designate
an individual person to attend the Annual Meeting in person with the authority to vote the City’s
shares in accordance with the City’s determination, or the City may vote its shares by proxy.

To facilitate these options, the Pennichuck Corporation Board of Directors has prepared this
Proxy Statement which contains details of the business to be conducted at the Annual Meeting.
If the City determines to vote its shares by proxy, it should cause the enclosed proxy card to be
completed and returned to Pennichuck Corporation prior to the Annual Meeting. By executing
the enclosed proxy card, the City will be designating the actions it has determined to take with
respect to the matters to be heard at the Annual Meeting and will be authorizing the officers of
the Company named on the proxy card to act as the City’s proxy to vote on the City’s behalf at
the Annual Meeting in accordance with the instructions set forth on the proxy card.

Corporate Governance Matters

Current Board of Directors. Our Board of Directors is divided into three classes, each class
serving for three years following their election and until their successors have been elected and
qualified.

The Pennichuck Corporation Board currently has eleven directors. Of the eleven directors, four
have terms ending in 2016, four have terms ending in 2017, and three have terms ending in 2018.

The current members of the Company’s Board of Directors are as follows:

Term Expiring 2016 ‘Term Expiring 2017 Term Expiring 2018
Class A Class B Class C
C. George Bower James P. Dore David P. Bernier
Jay N. Lustig Elizabeth A. Dunn Stephen D. Genest
John D. McGrath Paul A. Indeglia Thomas J. Leonard
Preston J. Stanley, Jr. James McMahon

Board Meetings, Committee Meetings and Attendance. In 2015, the Company’s Board of
Directors held twelve meetings. Each member of the Board participated in all Board meetings
held, except for three directors who missed one Board meeting, and one director who missed
three Board meetings. A majority of the members of the Board attended the 2015 Annual
Meeting of Sole Shareholder.

In 2015, twenty Board Committee meetings were held. Each member of the Board of Directors
participated in all meetings of the Committees on which they served, except for two Directors,
who each missed one Committee meeting.

Board Compensation. In 2015, each director received an annual retainer of $12,000.

Annual Performance Evaluation. The Board of Directors conducts an annual self-evaluation of
the Board and its Committees to determine whether they are functioning effectively. Each
Committee is also required to evaluate their performance.

Corporate Code of Conduct. The Company has adopted a written Corporate Code of Conduct
that applies to its directors, officers and employees. A current copy of the Corporate Code of
Conduct can be found on the Company’s website at www.pennichuck.com, under the “Board of
Directors” caption, under the “Corporate Governance” heading.

Board Committees. The Board of Directors has established four standing committees: the
Audit, Finance and Risk Committee, the Communications Committee, the Compensation and
Benefits Committee, and the Nominating and Governance Committee.