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18.

19.

20.

21.

22.

Report (Standard Form 334) within 30 days after the end of each fiscal quarter until the
end of the contract.

ENDORSEMENT Professional Engineer shall seal and/or stamp and sign professional documents
including drawings, plans, maps, reports, specifications, and other instruments of service prepared
by Professional Engineer or under its direction as required under the laws of the State of New
Hampshire.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Engineer shall not
assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract
without the prior written consent of the City of Nashua. Any such assignment, transfer,
delegation, or subcontracting without the prior written consent of the City of Nashua is void. Any
consent of the City of Nashua to any assignment, transfer, delegation, or subcontracting shall only
apply to the incidents expressed and provided for in the written consent and shall not be deemed
to be a consent to any subsequent assignment, transfer, delegation, or subcontracting. Any such
assignment, transfer, delegation, or subcontract shall require compliance with or shall incorporate
all terms and conditions set forth in this agreement, including all incorporated Exhibits and
written amendments or modifications. Subject to the foregoing provisions, the contract inures to
the benefit of, and is binding upon, the successors and assigns of the parties.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Professional Engineer related to this contract shall be subject to
Inspection, examination and audit by the City of Nashua, including, but not limited to, the
contracting agency, the Board of Public Works, Corporation Counsel, and, if applicable, the
Comptroller General of the United States, or any authorized representative of those entities.

DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials, including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Professional
Engineer in the performance of its obligations under this contract shall be the exclusive property
of the City of Nashua and all such materials shall be remitted and delivered, at Professional
Engineer's expense, by Professional Engineer to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its
written approval to Professional Engineer, any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Professional
Engineer in the performance of its obligations under this contract must be retained by
Professional Engineer for a minimum of four years after final payment is made and all other
pending matters are closed. If, at any time during the retention period, the City of Nashua, in
writing, requests any or all of the materials, then Professional Engineer shall promptly remit and
deliver the materials, at Professional Engineer's expense, to the City of Nashua. Professional
Engineer shall not use, willingly allow or cause to have such materials used for any purpose other
than the performance of Professional Engineer's obligations under this contract without the prior
written consent of the City of Nashua. Professional Engineer may retain one copy of the
information produced under this Agreement for archival purposes.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Engineer expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Professional
Engineer (including those remitted to the City of Nashua by Professional Engineer pursuant to
paragraph 21), unless designated as confidential by a specific statue of the State of New
Hampshire, shall be treated as public records and shall be available for inspection and copying by
any person, or any governmental entity.

GC 9 of 12

23.

24.

25.

26.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Professional Engineer in the performance of its
obligations under this contract shall be the subject of any application for a copyright or patent by
or on behalf of Professional Engineer. The City of Nashua shall have the right to reproduce any
such materials.

Professional Engineer expressly and indefinitely waives all of its nights to bring, including but not
limited to, by way of complaint, interpleader, intervention, or any third party practice, any claims,
demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City of Nashua or any of its officers or employees, in
either their official or individual capacity of the City of Nashua, for violations of or infringement
of the copyright or patent laws of the United States or of any other nation. Professional Engineer
agrees to indemnify, to defend, and to hold harmless the City of Nashua, its representatives, and
employees from any claim or action seeking to impose liability, costs, and reasonable attorney
fees incurred as a result of or in connection with any claim, whether nghtful or otherwise, that
any material prepared by or supplied to Professional Engineer infringes any copyright or that any
equipment, material, or process (or any part thereof) specified by Professional Engineer infringes
any patent.

Professional Engineer shall have the right, in order to avoid such claims or actions, to substitute at
its expense non-infringing materials, concepts, products, or processes, or to modify such
infringing materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided
that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

FINAL ACCEPTANCE Upon completion of all work under the contract, Professional Engineer
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to Professional Engineer in writing that the whole of the work was
completed on the date indicated in the notice or provide Professional Engineer with a written list
of work not completed. With respect to work listed by the City of Nashua as incomplete,
Professional Engineer shall promptly complete the work and the final acceptance procedure shall
be repeated. The date of final acceptance of a project by the City of Nashua shall be the date upon
which the Board of Public Works or other designated official accepts and approves the notice of
completion.

TAXES Professional Engineer shall pay all taxes, levies, duties, and assessments of every nature
due in connection with any work performed under the contract and make any and all payroll
deductions required by law. The contract sum and agreed variations to it shall include all taxes
imposed by law. Professional Engineer hereby indemnifies and holds harmless the City of Nashua
from any liability on account of any and all such taxes, levies, duties, assessments, and
deductions.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract
shall be considered waived by the City of Nashua. There shall be no waiver of any past or future
default, breach, or modification of any of the terms and conditions of the contract unless
expressly stipulated to by the City of Nashua in a written waiver.

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the nghts and

remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

GC 10 of 12

The following table presents reclassifications out of accumulated other comprehensive
income for the years ended December 31, 2016 and 2015:

Amounts Reclassified Affected Line Item in

Details about Accumulated Other from Accumulated Other the Statement Where
Comprehensive Income Components Comprehensive Income Net Income is Presented
(in thousands) 2016 2015
Gain (loss) on cash flow hedges

Interest rate contracts § 123 § 144 Interest expense

(49) (58) Tax expense

Amounts reclassified from accumulated

other comprehensive income $ 14 § 86 Net of tax

Note 12 — Transaction with the City of Nashua

On January 25, 2012, in full settlement of an ongoing Eminent Domain lawsuit filed by the
City of Nashua (“City”) and with the approval of the New Hampshire Public Utilities
Commission (““NHPUC”), the City acquired all of the outstanding shares of Pennichuck
Corporation (“Pennichuck’’) and, thereby, indirect acquisition of its regulated subsidiaries.
The total amount of the acquisition was $150.6 million (“Acquisition Price”) of which
$138.4 million was for the purchase of the outstanding shares, $5.0 million for the
establishment of a Rate Stabilization Fund, $2.6 million for legal and due diligence costs,
$2.3 million for severance costs, $1.3 million for underwriting fees, and $1.0 million for
bond discount and issue costs. The entire purchase of $150.6 million was funded by General
Obligation Bonds (“Bonds”) issued by the City of Nashua. Pennichuck is not a party to the
Bonds and has not guaranteed nor is obligated in any manner for the repayment of the Bonds.
Pennichuck remains an independent corporation with an independent Board of Directors,
with the City of Nashua as its sole shareholder.

Pennichuck Water Works, Inc. (‘PWW”), Pennichuck East Utility, Inc. (‘PEU”), Pittsfield
Aqueduct Company, Inc. (“PAC”), Pennichuck Water Service Corporation, and The
Southwood Corporation will continue as subsidiaries of Pennichuck Corporation and PWW,
PEU and PAC will continue as regulated companies under the jurisdiction of the New
Hampshire Public Utilities Commission. The terms of the merger and the requisite account-
ing and rate-setting mechanisms were agreed to in the NHPUC Order 25,292 (“PUC Order”)
dated November 23, 2011.

Transactions with Related Party — City of Nashua

Pennichuck issued a promissory note to the City of Nashua in the amount of approximately
$120 million to be repaid over a thirty (30) year period with monthly payments of
approximately $707,000, including interest at 5.75%. Pennichuck recorded an additional
amount of approximately $30.6 million as contributed capital. The remaining outstanding
balance of the note payable to the City at December 31, 2016 and 2015 was approximately
$111.0 million and $112.9 million, respectively, as disclosed in Note 10 to these consolidated

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financial statements. During 2016 and 2015, dividends of approximately $280,000 and
$278,000, respectively, were declared and paid to the City. The dividends paid to the City
during 2016 comprised approximately $280,000 of regular quarterly dividends declared and
paid; and no special dividend was declared or paid in 2016. The dividends paid to the City
during 2015 comprised approximately $278,000 of regular quarterly dividends declared and
paid; and no special dividend was declared or paid in 2015.

Additional ongoing transactions occur in the normal course of business, between the
Company and the City, related to municipal water usage, fire protection and sewer billing
support services, and property taxes related to real property owned by the Company within
the City of Nashua. For the years ended December 31, 2016 and 2015, respectively,
approximately $3.1 million and $3.1 million were paid to the Company by the City for
municipal water consumption, fire protection charges, and sewer billing support services.
Conversely, the Company paid property taxes to the City of Nashua of approximately
$2.8 million for the year ended December 31, 2016, and approximately $2.7 million for the
year ended December 31, 2015.

Rate Stabilization Fund — Restricted Cash

As a part of the acquisition, Pennichuck agreed to contribute $5,000,000 of the proceeds
from the settlement transaction to PWW, which was used to establish a Rate Stabilization
Fund (“RSF”), allowing for the maintenance of stable water utility rates and providing a
mechanism to ensure the Company’s continued ability to meet its obligations under the
promissory note to the City, in the event of adverse revenue developments. Restricted cash
consists of amounts set aside in the RSF account, and is adjusted monthly as required in the
PUC Order, as discussed in Note | of these financial statements.

Municipal Acquisition Regulatory Asset (“MARA”)

Pursuant to the PUC Order, Pennichuck established a new Regulatory asset (MARA) which
represents the amount that the Acquisition Price exceeded the net book assets of Pennichuck’s
regulated subsidiaries (PWW, PEU, and PAC) at December 31, 2011. The initial amount of the
MARA was approximately $89 million for the regulated companies, offset by a non-regulated
amount of approximately $4.8 million. The MARA is to be amortized over a thirty (30) year
period in the same manner as the repayment of debt service for the City’s acquisition bonds.
The balance in the MARA at December 31, 2016 was approximately $79.5 million, reduced by
the non-regulated credit of approximately $4.4 million.

Aggregate amortization expense for the years ended December 31, 2016 and 2015 totaled
approximately $1,884,000 and $1,857,000, respectively.

35

The following table represents the total estimated amortization of MARA:

Estimated

Amortization

(in thousands) Expense
2017 $ 1,917
2018 1,958
2019 2,006
2020 2,061
2021 2,119
2022 and thereafter 65,083
Total $ 75,144

Note 13 — Segment Reporting

The Company is comprised of Pennichuck Corporation and its five wholly-owned
subsidiaries, as described in Note 1 to these consolidated financial statements. For the years
ended December 31, 2016 and 2015, and as of those dates, the following financial results
were generated by the segments of the Company:

(in thousands) 2016 2015
Operating Revenues:
Pennichuck Water Works, Inc. $ 30,923 $ 29,677
Pennichuck East Utility, Inc. 7,411 7,229
Pittsfield Aqueduct Company, Inc. 789 761
Subtotal Regulated Segment 39,123 37,667
Water Management Services 3,574 3,171
Other - 2
Total Operating Revenues $ 42,697 §$ 40,840
Depreciation and Amortization Expense:
Pennichuck Water Works, Inc. $ 5,931 §$ 5,629
Pennichuck East Utility, Inc. 1,009 979
Pittsfield Aqueduct Company, Inc. 112 110
Subtotal Regulated Segment 7,052 6,718
Water Management Services ” -
Other (110) (108)
Total Depreciation and Amortization Expense $ 6,942 § 6,610

36

(in thousands)
Operating Income:
Pennichuck Water Works, Inc.
Pennichuck East Utility, Inc.
Pittsfield Aqueduct Company, Inc.
Subtotal Regulated Segment
Water Management Services
Other
Total Operating Income

Interest Expense:
Pennichuck Water Works, Inc.

Pennichuck East Utility, Inc.
Pittsfield Aqueduct Company, Inc.
Subtotal Regulated Segment
Water Management Services
Other
Total Interest Expense

Income Taxes Provision (Benefit):
Pennichuck Water Works, Inc.
Pennichuck East Utility, Inc.
Pittsfield Aqueduct Company, Inc.
Subtotal Regulated Segment
Water Management Services
Other
Total Income Taxes Provision (Benefit)

Net Income (Loss):
Pennichuck Water Works, Inc.

Pennichuck East Utility, Inc.
Pittsfield Aqueduct Company, Inc.
Subtotal Regulated Segment
Water Management Services
Other
Total Net Income (Loss)

Total Net Assets:
Pennichuck Water Works, Inc.
Pennichuck East Utility, Inc.
Pittsfield Aqueduct Company, Inc.
Subtotal Regulated Segment
Water Management Services
Other
Total Net Assets

37

2016 2015
8,168 7,541
591 882
87 166
8,846 8,589
(122) 160
52 42
8,776 8,791
3,494 3,495
672 558
61 57
4,227 4,110
2 -
6,555 6,665
10,784 10,775
2,876 2,254
47 214
23 55
2,946 2,523
(49) 63
(2,762) (2,278)
135 308
2,705 1,783
(128) 129
3 52
2,580 1,964
(75) 96
(3,745) (4,352)
(1,240) (2,292)
272,447 269,376
49,164 46,114
3,548 4,367
325,159 319,857
78 257
(10,642) (14,220)
314,595 305,894

(in thousands) 2016 2015

Total Liabilities:
Pennichuck Water Works, Inc. $ 150,348 §$ 144,769
Pennichuck East Utility, Inc. 36,231 29,191
Pittsfield Aqueduct Company, Inc. 1,360 1,313
Subtotal Regulated Segment 187,939 175,273
Water Management Services 43 51
Other 106,035 108,529

Total Liabilities $ 294,017 § 283,853

Total Long-Term Debt (including current portion):

Pennichuck Water Works, Inc. $ 78,488 $ 79,234
Pennichuck East Utility, Inc. 16,425 13,314
Pittsfield Aqueduct Company, Inc. 38 (9)
Subtotal Regulated Segment 94,951 92,539
Water Management Services - -
Other 110,969 112,864

Total Long-Term Debt $ 205,920 $ 205,403

Note 14 — Subsequent Events
The Company has evaluated the events and transactions that have occurred through March 22,

2017, the date that these consolidated financial statements were available for issuance, for
which no reportable events were discovered.

38

Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen
From: Jim Donchess
Date: 4/6/17

Re: Notification of entry into contract for Invasive Species Control and Management

Pursuant to NRO § 5-74 (B)}, which states that a contract that extends from the current fiscal year into
succeeding fiscal year(s) in which no funds have been appropriated nor otherwise designated for this
purpose shall be approved by the full Board of Aldermen before the contract shall become binding on the

City.

The Finance Committee approved and placed on file the notification of the award of the referenced contract
at their April 5, 2017 meeting. | am requesting the concurrence and approval of the full Board of Aldermen
for the award of the following contract:

This is notification of entry into a contract with Solitude Lake Management of Shrewsbury , MA for Invasive
Species Control and Management. Attached please find Finance Memo # 17-108 regarding this contract.
This contract is for two (2) years.

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

http://www.gencourt.state.nh.us/rsa/html/XLI/444/444-3 htm " 444:3 Posting Notice of Sale. —
Notice of such sale shall be given by posting notices thereof in 2 or more public places in the
town where the property is situate 14 days at least before the sale, and, if the value of the
property exceeds $100, by publishing the notice.

Source. 1865, 4082:1. GS 125:5. GL 139:5. PS 141:5. PL 217:7. RL 264:7.

The "you people" phrase is upon your fellow Aldermen: Dowd and Lopez to a greater degree as
they did get my prior correspondence, plus the City Clerk and her assistant and The C.O.P.:
Chief of Police too, and hopefully me to not call ALL of you a "bunch of crooks" too as | did
verbally this past Tuesday night to these people worse than: creeps!
http://www.dictionarv.com/browse/creeps " Origin of creeps Expand

so called from the effect on the animal's gait; see creep, -s” “ & creep as a verb: "to move or
advance slowly or gradually: “ & noun: "Slang, an obnoxious, disturbingly eccentric, deviant,
or painfully introverted person. "

What say you? that you are not deviants because why?
http://www.dictionarv.com/browse/deviant " deviating or departing from the norm;
characterized by deviation :" of your “norm” there is to see the law and look the other way!?
Come on, "You have got to be shitting me!?" http://www.dictionarv.com/browse/deviation
“departure from a standard or norm. “ http://www.dictionary.com/browse/standard = " a rule or
principle that is used as a basis for judgment: " as in: "The Rule of Law" =
https://en.wikipedia.org/wiki/Rule_of law " The rule of law is the legal principle that law
should govern a nation, as opposed to being governed by arbitrary decisions of individual
government officials. It primarily refers to the influence and authority of law within society,
particularly as a constraint upon behaviour, including behaviour of government officials.” "

What we have here is a situation, as you know who used to say in that Paul] Newman movie.
From the above I highlight: "arbitrary decisions of individual government officials." That being a
violation of Article 17(2) of The Universal Declaration of Human Rights also:

http://www.un.org/en/universal-declaration-human-rights/index.html " No one shall be
arbitrarily deprived of his property."

I've visited your city three times on this issue now: of to the auction, the Police Commission and
now you City Aldermen. https://en.wikipedia.org/wiki/Alderman " Similar titles exist in
Germany and in Scandinavian countries, such as the German Altester, the Swedish Alderman and
the Danish O/derman, which all mean “elder man" or “wise man". “ & " United States. ..A
"board of aldermen" is the governing executive or legislative body of many cities and towns in
the United States. The term is sometimes used instead of city council, ... Some cities, such as
Chicago, mix the two terms, thereby having a city council composed of aldermen. Some states
such as Pennsylvania established aldermen in the 19th century to serve as local judges for minor
infractions. Pennsylvania's aldermen were phased out in the early 20th century. Depending on
the jurisdiction, an alderman could have been part of the legislative or judicial local government

"

S\ THE CITY OF NASHUA “The Gate City"

Financial Services

Purchasing Department

March 30, 2017
Memo #17-108

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: INVASIVE SPECIES CONTROLLED MANAGEMENT (VALUE $95,728)
DEPARTMENT: 181 COMMUNITY DEVELOPMENT; FUND: OTHER CONTRACTED
SERVICES

Please see attached communication from Madeleine Mineau, Waterways Manager, dated February 28,
2017 for information related to this contract award.

Pursuant to NRO § 5-84. Special purchase procedures. A. The competitive bidding process shall not
apply to the following special purchases: (4) Sole-source procurements, where the proposed purchase is
manufactured by only one company.

The Waterways Department and Purchasing Department recommend the award of this contract to

Solitude Lake Management of Shrewsbury, MA in an amount of $95,728, $24,780 for FY17 and
$70,858 for FY18 on this 2 year contract.

Respectfully,
Dan Kooken
Purchasing Manager

Ce: M. Mineau S. Marchant J. Graziano

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