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Donald L. Ware, Chief Operating Officer

Mr. Ware has been the Chief Operating Officer of Pennichuck Corporation since

January 27, 2012. He was the Senior Vice President of Operations and Engineering of
Pennichuck Corporation from 2004 to January 2012, and Chief Engineer and Vice
President from 1995 to 2004. Mr. Ware is also the Chief Operating Officer of Pennichuck
Water Works, Inc. and the Company’s other water utilities. From 1986 to 1995, Mr. Ware
was General Manager for the Augusta Water District in Augusta, Maine. Mr. Ware holds a
Bachelor of Science degree in Civil Engineering from Bucknell University and a Master of
Business Administration degree from the Whittemore Business School at the University of
New Hampshire. Mr. Ware’s base annual salary beginning as of April 1, 2019 was
$206,618.88.

Summary of Proposal to be Voted Upon at the Annual Meeting

PROPOSAL 1 - ELECTION OF DIRECTORS

On March 3, 2020, the Company’s Board of Directors took action to recommend that the Sole
Shareholder elect James P. Dore, Elizabeth A. Dunn, H. Scott Flegal and Deborah Novotny as
Class B directors, each for a three-year term and until their successors are elected and qualified.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THESE
FOUR NOMINEES.

Information regarding the professional backgrounds for each nominee follows:
Nominees for Director:

James P. Dore
(Director Since: May 2014)

Mr. Dore has been the Chief Executive Officer of Pageflex, Inc. (a software developer and
marketer of publishing and browsing software products and technologies) since July 2017
and Chief Financial Officer since March 2012. He was the Chief Financial! Officer of
Bitstream Inc, from March 2003 to March 2012, and Corporate Controller from June 1999
to March 2003. He was the Chief Financial Officer of Celerity Solutions, Inc. from April
1999 to June 1999, and Corporate Controller from January 1997 to March 1999. Mr. Dore
has experience in both publicly traded and privately held companies. Mr. Dore is a
Certified Public Accountant. Mr. Dore holds a Bachelor of Science degree, with
distinction, from Clarkson University.

Elizabeth A. Dunn
(Director Since: January 2012)

Ms. Dunn was an Assistant Attorney General with the State of New Hampshire,
Department of Justice, from December 2001 to September 2007. She was a Commissioner
of the New Hampshire Crime Victim’s Assistance Commission from May 2002 to 2011.
She was an Assistant County Attorney with the Office of the Rockingham County Attorney
in Brentwood, NH, from May 1999 to December 2001, and an Associate Attorney with the
law firm of Boutin & Associates from February 1998 to May 1999. Ms. Dunn previously
served as a member of the Board of Selectmen and the Zoning Board of Adjustment for the
Town of Windham, NH. She has been the Windham NH School District Moderator since
1993. Ms. Dunn holds a Juris Doctor degree from the University of New Hampshire Law
School and a Bachelor of Science degree in Education from Framingham State College.

H. Scott Flegal
(Director Since: N/A)

Attorney Flegal has practiced law in Nashua since 1985. He began his career at the law
firm of Sullivan & Gregg, P.A. He opened his own law firm in 1994, By appointment of
the New Hampshire Supreme Court, Attorney Flegal served from 1991-2001 on the New
Hampshire Board of Bar Examiners, and served in 2007 as a member of the New
Hampshire Judicial Branch Dispute Resolution Committee. He is a past President of the
Nashua Bar Association. In the Nashua community, Attorney Flegal served as past
President of the Board of Directors of the Greater Nashua Mental Health Center, past
Board Chair of the Greater Nashua Chamber of Commerce, and was a founding director
and past president of Great American Downtown. He currently serves on the Board of
Directors of the Nashua Education Foundation and is Chair-elect at Home Health &
Hospice Care. Attorney Flegal earned a B.A. from Amherst College and a J.D. from
DePaul University College of Law in Chicago.

Deborah Novotny
(Director Since: May 2019)

Ms. Novotny has been a Commercial Lender and Senior Vice President of Enterprise Bank
in Nashua, NH, since June 2013. From April 2007 to June 2013, Ms. Novotny was a
Business Banker and Vice President for Peoples United Bank in Nashua, NH, and from
May 1995 to April 2007, Ms. Novotny was a Business Development and Sales Manager
and Vice President for TD Bank in Nashua, NH. Ms. Novotny has held many positions
with non-profit organizations over the years, including past President of the Nashua Rotary
Club, Board member and past President of the Nashua Boys & Girls Club, Board member
of the Nashua Education Foundation, member of the Allocation Committee of the United
Way of Greater Nashua, Board Member of Marguerite’s Place, member of the City of
Nashua Business & Industrial Development Authority, and past president of the Nashua
Adult Learning Center,

COPY — FOR INFORMATION ONLY

PENNICHUS K*

PROXY CARD
PENNICHUCK CORPORATION

PROXY for Annual Meeting of Sole Shareholder - May 2, 2020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The Sole Shareholder, the City of Nashua, New Hampshire, hereby appoints LARRY D. GOODHUE or
DONALD L. WARE, as proxies to represent and vote as designated hereon, all shares of common stock of
Pennichuck Corporation (the “Company”) which the Sole Shareholder would be entitled to vote if personally
Sompany’s Distribution
0am. The shares

Proposal 1:

egal and Deborah Novotny to the

To elect James P. Dore, Eti
directors, each for a three-year

Authorized Signatu

CITY OF NASHUA, HAMPSHIRE (Sole Shareholder)
By: Date:
Name:

Title:

This Proxy Card is Valid Only When Signed and Dated

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally
bound thereby.

City of Nashua, NH (signature) (signature)

James W_Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

AG 4 of 4

City of Nashua

Energy Manager
229 Main Street - Nashua, NH 03060 (603) 589-3265

March 5, 2020

TO: Mayor Donchess
Finance Committee

FROM: Doria Brown, Energy Manager

SUBJECT: Pre-approval to enter ito contracts with 3"? party suppliers for natural gas and electricity
supplies

The Energy Manager is seeking pre-approval to competitively solicit and enter into agreements with 3"
party energy suppliers for the tariff-controlled supply portion of its natural gas and electricity utility bills.
There are several reasons for the purpose of this pre-approval, which are as follows:

° The City has realized both substantial cost savings and budget certainty by utilizing 3“ party
energy suppliers;

e These contracts must be executed and received by the supplier by 3 p.m. the same day the quote is
received to ensure delivery of the stated price and to avoid unfavorable pricing terms and/or
fluctuations;

¢ Natural Gas and/or Electricity contracts may be multi-year contracts to take advantage of the most
favorable terms offered.

The executed contracts will be provided via communication to the Finance Committee at their next
regularly scheduled meeting.

Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen
From: Mayor Jim Donchess
Date: 3/5/2020

Re: Contract for 2020 Paving Program — Contract 1

NRO § 5-90 (E) states that approval by the Finance Committee of a contract award in excess of
$1,000,000 shall be submitted to the full Board of Aldermen at its next regularly scheduled meeting for
final approval prior to award of the contract.

The Finance Committee approved and placed on file the notification of the award of the
referenced contract at their March 4, 2020 meeting. | am requesting the approval of the full
Board of Aldermen for the award of the following contract, which is over $1,000,000,

Contract for 2020 Paving Program — Contract 1. Included is the Purchasing Manager’s Memo #20-086
regarding the award of this contract to the Finance Committee dated February 27, 2020. The total
contract purchase value is $4,014,750.

Ce
Donna Graham, Legislative Affairs Manager

229 Main Street * PO Box 2019 + Nashua, New Hampshire 03061-2019
603.589.3260 + fax 603.594.3450 + NashuaMayor@NashuaNH.gov
www. NashuaNH.gov

tL THE CITY OF NASHUA "The Gate City”

Adutnistrative Services

Purehasins Departoent

February 27, 2020
Memo #20-086

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT FOR 2020 PAVING PROGRAM — CONTRACT 1 (VALUE: $4,014,750)
DEPARTMENT: 160 ADMIN/INGINEERING; FUNDS: BOND AND TRUST AND
169 WASTEWATER; FUND: BOND

Please see the attached communication from Daniel Hudson, P.E., City Engineer, dated February 27,
2020 for information related to this contract.

Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual services,
except as otherwise provided herein, when the estimated cost thereof shall exceed $10,000 shali be
purchased by formal, written contract from the lowest responsible bidder, after due notice inviting bids.

The City Engineer, Board of Public Works (February 27, 2020 BPW meeting) and the Purchasing

Department recommend the award of this contract in an amount of $4,014,750 to Sunshine Paving
Corporation of Hudson, NH.

Respectfully,

GL

Dan Kodken
Purchasing Manager

Ce: D Hudson L Fauteux

229 Main Street * Nashua, New Hampshire 03061 © Phone (603) 589-3330 « Fax (603) 589-3233

Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen
From: Mayor Jim Donchess
Date: 3/5/2020

Re: Contract for 2020 Paving Program — Contract 2

NRO § 5-90 (E) states that approval by the Finance Committee of a contract award in excess of
$1,000,000 shall be submitted to the full Board of Aldermen at its next regularly scheduled meeting for
final approval prior to award of the contract.

The Finance Committee approved and placed on file the notification of the award of the
referenced contract at their March 4, 2020 meeting. | am requesting the approval of the full
Board of Aldermen for the award of the following contract, which is over $1,000,000.

Contract for 2020 Paving Program — Contract 2. Included is the Purchasing Manager’s Memo #20-087
regarding the award of this contract to the Finance Committee dated February 27, 2020. The total
contract purchase value is $4,262,734.

Cé
Donna Graham, Legislative Affairs Manager

229 Main Street » PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNH.gov
www.NashuaNH.gov

THE CITY OF NASHUA “The Cate City"

Administrative Services

Purchasing Debartuent

February 27, 2020
Memo #20-087

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT FOR 2020 PAVING PROGRAM — CONTRACT 2 (VALUE: $4,262,734)
DEPARTMENT: 160 ADMIN/INGINEERING; FUNDS: BOND AND TRUST AND
169 WASTEWATER; FUND: BOND

Please see the attached communication from Daniel Hudson, P.E., City Engineer, dated February 27,
2020 for information related to this contract.

Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual services,
except as otherwise provided herein, when the estimated cost thereof shall exceed $10,000 shall be
purchased by formal, written contract from the lowest responsible bidder, after due notice inviting bids.

The City Engineer, Board of Public Works (February 27, 2020 BPW meeting) and the Purchasing

Department recommend the award of this contract in an amount of $4,262,734 to Sunshine Paving
Corporation of Hudson, NH.

Respecifully,
» BEE,
—

Dan Kooken
Purchasing Manager

Ce: D Hudson L Fauteux

229 Main Street » Nashua, New Hampshire 03061 © Phone (603) 589-3330 © Fax (603) 589-9233

Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen
From: Mayor Jim Donchess
Date: 3/5/2020

Re: Contract for 2020 Sewer Replacement Project

NRO § 5-90 {E) states that approval by the Finance Committee of a contract award in excess of
$1,000,000 shali be submitted to the full Board of Aldermen at its next regularly scheduled meeting for
final approval prior to award of the contract.

The Finance Committee approved and placed on file the notification of the award of the
referenced contract at their March 4, 2020 meeting. | am requesting the approval of the full
Board of Aldermen for the award of the following contract, which is over $1, 000, 000.

Contract for 2020 Sewer Replacement Project. Included is the Purchasing Manager’ S$ Memo #20-088
regarding the award ‘of this contract to the Finance Committee dated February 27, 2020. The total
contract purchase value is $1, 497, 993.

Donna Graham, Legislative Affairs Manager

229 Main Street » PO Box 2019 + Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNH.gov
www.NashuaNH.gov