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SPECIAL BOARD OF ALDERMEN

MARCH 25, 2019

7:00 PM Aldermanic Chamber

PRESIDENT LORI WILSHIRE CALLS ASSEMBLY TO ORDER PRAYER

OFFERED BY CITY CLERK PATRICIA D. PIECUCH

PLEDGE TO THE FLAG LED BY ALDERMAN RICHARD A. DOWD
ROLL CALL

PUBLIC HEARING
R-19-114

AUTHORIZING THE MAYOR AND CITY TREASURER TO ISSUE BONDS
NOT TO EXCEED THE AMOUNT OF SIX MILLION DOLLARS ($6,000,000)
FOR THE PHASE III LINED LANDFILL EXPANSION OF THE NASHUA FOUR
HILLS LANDFILL, TO INCLUDE ENGINEERING SERVICES

Testimony in Favor
Testimony in Opposition
Testimony in Favor

Testimony in Opposition

ADJOURNMENT

A special meeting of the Board of Aldermen was held Tuesday, March 12, 2019, at 7:00 p.m. in the
Aldermanic Chamber.

President Lori Wilshire presided; City Clerk Patricia Piecuch recorded.

Prayer was offered by City Clerk Patricia Piecuch; Alderman-at-Large David C. Tencza led in the Pledge to the
Flag.

The roll call was taken with 12 members of the Board of Aldermen present; Alderman Gidge and Alderwoman Kelly
were recorded absent.

His Honor, Mayor James W. Donchess and Corporation Counsel Steven A. Bolton were also in attendance.
PUBLIC HEARING
R-18-073, Amended
PROPOSING AN AMENDMENT TO THE CITY CHARTER RELATIVE TO FILLING
VACANCIES ON ELECTED BOARDS BY MAJORITY VOTE OF THE REMAINING
MEMBERS OF THAT BOARD
President Wilshire

Our City Clerk will give us a preview of this.

Patricia Piecuch, City Clerk

Thank you Madam Chair. So Resolution 18-073 was introduced in the Board and was then sent to the
Committee on Personnel and Administration for the Committee to vote to see whether or not it was needed. It
did come back to the Board. What this is doing, this would be changing the Charter relative to Special
Elections so that it go back to where it was prior to 2005. What this did, there has been two Charter changes,
back in January 2006 it was changed the way we fill the vacancies and then back in November 8, 2011 it was
again changed, but unfortunately there was an housekeeping error where it wasn’t caught. So we did have to
send back the Resolution back to Committee to amend it to show that language.

So this Public Hearing is to move this forward, once this Public Hearing is voted on then the Board will vote at
the full meeting and then we will follow the proper procedures and send it to the correct agencies and then if
that all comes back, the Board will vote on it and it will go on to the ballot in the November 2019 election.
President Wilshire

Thank you very much. | am going to open the floor to testimony in favor of Resolution 18-073. If you would

like to speak on this Resolution, you come up to the mic, give your name and address for the record.
Testimony in favor.

Testimony in Favor

President Wilshire

Seeing none | will call for testimony in opposition.

Special Bd. of Aldermen — 11/26/2018 Page 2

Testimony in Opposition

Fred Teeboom My name is 24 Cheyenne Drive. Before | make some comments, | have a question on Page 2
it mentions the word qualified person. It mentions it three times, | guess the appointed person. Just exactly
what is someone qualified person?

President Wilshire

My understanding or my best guess would be that it is a person that is eligible to vote in the City of Nashua
and someone that lives in the City of Nashua.

Fred Teeboom Why doesn’t it say that? Why does it say a registered voter in the City of Nashua.

President Wilshire

That’s the way it was approved.

Fred Teeboom_| don’t care how it was approved.

President Wilshire

That’s how it was approved.

Fred Teeboom_ Why doesn’t it say some qualified voter in the City of Nashua instead of some qualified
person. | have no idea who that is. It could be a pan handler. It could be the local janitor. | don’t know who it
is.

Steven Bolton, Corporation Counsel

Elsewhere in the City Charter it does define who is qualified to hold what offices. In most cases for City-wide
office one merely has to be a qualified voter within the City of Nashua. To hold the position of Ward Alderman
one must be a qualified voter within that Ward. That is defined elsewhere in the Charter, so the term “qualified
person” refers back to those qualifications.

Fred Teeboom Well then a reference should be made to that because I’ve never seen it

Attorney Bolton

Well when you write it Mr. Teeboom you can write it your way but that’s how it is. If you are suggesting that the
Board of Aldermen make an amendment, you have every right to make that suggestion. But berating the
President of this Board as to why it is written one way is not helpful.

Fred Teeboom | am not berating the President of the Board. | asked a question and I'd like to get an answer.

Attorney Bolton

And you’ve gotten an answer.

Fred Teeboom And the answer is unsatisfactory. | think there should be a reference to the fact what a
qualified person is in this language. Now as to my comments, why was a change made in 2005? Before 2005
there used to be a tradition that a replacement in a vacancy was usually the person who ran for election and
got the next highest votes. It was quite common. | recall before the Board of Education | had run one time
before 2005, | think | forgot when, in the late 1990’s and | come in as the next highest vote getter. Soon after

The aggregate principal payment requirements subsequent to December 31, 2015 are as
follows:

{in thousands) Amount

2016 $ 4,120
2017 4,952
2018 5,180
2019 5,416
2020 5,680
2021 and thereafter 184,824
Total $ 210,172

Several of Pennichuck Water’s loan agreements contain a covenant that prevents Pennichuck
Water from declaring dividends if Pennichuck Water does not maintain a minimum net
worth of $4.5 million. As of December 31, 2015 and 2014, Pennichuck Water’s net worth
was $124.6 and $127.8 million, respectively.

On December 15, 2014, Pennichuck Water issued tax-exempt Series 2014A (AMT) bonds
and taxable Series 2014B bonds, in the amounts of $41,885,000 and $5,300,000,
respectively. The Series 2014A bonds, which were issued at a premium of approximately
$1.9 million, include money raised to finance capital projects for the years 2014 through
2016 in the amount of $19.5 million, the refinance and refunding of the Series 2005C, Series
BC-3, Series BC-4 and 1997 bonds (collectively the “refinanced bonds”) included in the
table above in the amount of $23.375 million, and the cost of issuance associated with this
new series of debt obligations. The refinanced bonds are offset in total by the amount of cash
held in the Restricted Cash — Bond Refund Escrow account, as fully described in Note 1 to
these financial statements. The associated bond premium for the Series 2014A bonds is being
amortized over the lives of the underlying bond obligations. The Series 2014 bonds, which
were issued at par, includes $5.1 million to reimburse Pennichuck Water for capital projects
completed in calendar year 2013 and January 2014, and originally funded from working
capital or line of credit borrowings from the Company’s bank, as well as the associated cost
of issuance for this series of bonds. The cost of issuance associated with both the Series
2014A and Series 2014B bonds is being amortized over the 30-year life of the debt

obligations.

On October 27, 2015, Pennichuck Water issued tax-exempt Series 2015A (AMT) bonds and
taxable Series 2015B bonds, in the amounts of $20,555,000 and $2,035,000, respectively.
The Series 2015A bonds, which were issued at a premium of approximately $1.3 million,
include money raised to finance capital projects for the years 2015 through 2017 in the
amount of $7.5 million, the refinance and refunding of the Series 2005A, Series 2005B, and
Series A bonds (collectively the “refinanced bonds”) included in the table above in the
amount of $16.2 million, and the cost of issuance associated with this new series of debt
obligations. The refinanced bonds are offset in total by the amount of cash held in the
Restricted Cash - Bonds Refund Escrow account, as fully described in Note 1 to these
financial statements. The associated bond premium for the Series 2015A bonds is being

30

Special Bd. of Aldermen — 11/26/2018 Page 3

that election was completed, people had to be sworn in, somebody resigned, they moved out of the City. So |
appeared and | said “Well I’m the next highest vote getter, so | should take the seat”. Now the tradition
suddenly changed. They didn’t want me on the seat, not on the Board of Education. And then it happened
again. And that’s a problem, you have appointed members, ok, they become a favorite of the Board but not
necessarily a favorite of the electorate. The example | gave are real examples. And that’s why this shouldn’t
change.

Now you can argue that the Board of Public Works is not all that important, in fact there was a valid question to
get rid of the Board of Public Works and that did not succeed to get the votes to get rid of the Board. The
Board of Fire Commissioners, nobody quite knows what they do other than approve salaries of the Chief. The
Board of Education, the Board of Aldermen are important Boards. The Board of Education got to spend more
than half the money of the budget. The Board of Aldermen you are sitting on. So that should not change. The
fact that there may be an expense involved, | just got through the election myself, | lost. I’m not sitting here
complaining, | lost, | can complain how it happened, but I’m not complaining about why | lost.

In an election the electorate votes and this is an important Board, the Board of Aldermen, and the Board of
Education is an important Board. So if anything those two Boards should not have appointed members. |’ll
give you another Boards, there are many other Boards that are not even on this paper. Cable Television
Advisory Board; Board of Assessors, many boards that aren’t even in the question and I’m not sure anybody
really cares if they are appointed or elected. But the Board of Education and the Board of Aldermen, it is very
important.

There is another Board that is not mentioned here at all, the Board of Police Commissioners. The Board of
Police Commissioners used to be elected or appointed, | forgot which but they were not appointed by the
Governor. Why are they appointed by the Governor? Because sometime, maybe 50 years ago, there was
serious corruption in the City of Nashua, very serious corruption and they let an uproar, many things
happened, a lot of things happened and the Governor allowed by State Law to appoint the Commissioners on
the Board of Police Commissioners. There is supposed to be a question and | have not researched that lately
that question is supposed to come back before the voters, do you want the Governor to appoint the Police
Commissioners or do you want the voters to elect the Police Commissioners. | haven’t seen that question on
the ballot and | am going to research it but the Police Commissioners is not on this list either. And that is an
important function.

So for all these reasons | am opposed and | should say many should be opposed. | have one further question.
When it appears on the ballot, will the City publish pro and con arguments required on the Charter? Do you
have an answer?

President Wilshire

| don’t this is public comment.

Fred Teeboom No this is not public comment this is a public hearing, that’s the question. Are you going to
publish and pro and con arguments.

Attorney Bolton
| don’t believe that is required under State Law, if it is required it will be done.
Fred Teeboom It is required under Charter Mr. Attorney.

Attorney Bolton

Charter has been superseded by State Law which preempts the field Mr. Teeboom.

Special Bd. of Aldermen — 11/26/2018 Page 4

Fred Teeboom |’m not aware that the State Law preempted that provision in the Charter.

Attorney Bolton

There are many things | am sure of which you are not aware sir.

Fred Teeboom This is local Charter questions.

Attorney Bolton

The amendment of local charters is fully covered by State Law.

Fred Teeboom | understand that, I’d like to hear an answer to pro and con, if you don’t answer here Madam
Chair ....

Attorney Bolton

| have given you your answer Mr. Teeboom.
President Wilshire
You’ve got your answer Mr. Teeboom.

Fred Teeboom You are not going to publish pro and con answers?

Attorney Bolton

| didn’t say that, | said that if State Law requires it, it will be done.
Fred Teeboom Well | will research it.

President Wilshire

Anyone else giving testimony in opposition to Resolution 18-073?

Paula Johnson Good evening my name is Paula Johnson, | still reside here in Nashua. I’m speaking in
opposition of this. Alderman Wilshire, Attorney Bolton you were on the Board back when we had R-04-216
come before us, | believe it was then Alderman LaRose, and the reason he had this legislation come before us
was because of the vacancies when somebody stepped down like from School Board or any of the other
Boards because he felt it was not fair that somebody could just come in with a resume versus the next highest
vote getter. So this came about, then there was one that Alderman Lozeau, this one was R-04-126 it was the
opposing of that First Amendment that would require the next highest vote getter get to come and get that
position, which would be fair; the next highest vote getter because that would be the person who ran, worked
and he missed it because somebody in front of him got the votes. It was David Lozeau, you remember him,
David Lozeau, his wife used to be the Mayor also, and he was a very good Alderman, we all worked very well
with David Lozeau and | was one of the co-sponsors, so was Alderman Deane back then, Alderman Dionne,
because we felt that rather than having an expensive election which we know costs a lot of money for these
special elections, it would be easier if the next highest vote getter was the one that would be able to take the
position, do you remember that Attorney Bolton?

Attorney Bolton

| remember it well.

Special Bd. of Aldermen — 11/26/2018 Page 5

Ms. Johnson Yeah | know you have a very good memory. That’s one of the reasons why we wrote that
resolution. | don’t think that somebody who didn’t put their name on the ballot, knock, knock, Facebook,
Twitter or anything else should waltz right in that nobody knows anything about it, that the voters in the City
should be able to really take a seat. You should be able to if you want the seat go out and do what you have to
do for an election. Let the voters see what you represent and who you are to be out there. Because my other
concern is that you are picking you call up and you say “hey we got an open position why don’t you put your
name in, I'll put in a good word for you”. It’s like a job, it’s not a job here, this is talking about the tax payers,
the money and what it costs in the City. And if you want this, go out and knock on the doors and do what you
have to do to become an elected official. And | don’t watch this very often anymore because | just get sick and
tired of seeing how my money is being spent. But! want to say something to you Corporation Counsel Bolton,
| don’t care if you like what Mr. Teeboom says or not, there’s no room for rudeness and you get paid with our
salary and don’t even answer me back because | am not going to tolerate this and you were wrong and you
owe him an apology. We are the ... don’t even say anything, we are the tax payers of the City and we have
the right to ask these questions and don’t be rude on an answer back, thank you.

President Wilshire
Anyone else wanting to give testimony in opposition?

John Lisle My name is John Lisle, 68 Blue Stone Drive, Nashua. | am the moderator of Ward 8 and have been
for the last 6 years. | am speaking in opposition to this proposal for two reasons. One, | believe that it is
effectively cronyism on steroids, because you have an elected Board picking the person who is going to
replace for a vacancy. But we’ve had three special elections in the last four years now all of which have had
minimal turnout, they've been expensive to hold, they are extremely wasteful of the resources that we have in
our City, so | believe neither the existing proposal that you have in front of you nor the existing plan or process
that we have are effective. | feel sort of the grandfather of this particular proposal because after the special
election to replace a Board of Education person last year | wrote a letter to the editor of the Telegraph and got
a lot of positive response to my proposal, | also had negative response from Mr. Teeboom because the
proposal that | came with reflected, he felt a degree of cronyism. | believe the proposal that | put forward for the
replacement of a vacancy minimizes the cronyism and saves the City significant money and gets a new person
in place in a timely fashion. Now | have delivered to the Board a detailed testimony on this that | am willing to
take questions on.

President Wilshire
Seeing none, thank you. Anyone else wishing to give testimony in opposition to Resolution 18-073.

Timothy Sennett Hi my name is Timothy Sennett, I’m a resident of Nashua, 62 Underhill Street. | hope you
will forgive me for not stepping forward, this is actually my first public hearing and | wasn’t quite sure where my
comments were appropriate. | am favor of re-evaluating the method in which we fill vacancies on the elected
Boards. | don’t feel that is necessarily needs to be a matter of either / or. Either we hold a special election or
the Board appoints somebody. The indecisive side of me says that there is a method that fulfills both. | think
back to the election that we just held last week to fill the unfinished term of Alderman McCarthy. By the time
we were able to hold that election this past week, Alderman Clemons is already likely thinking about re-election
should he choose to serve further. He’s already gone through the process to get his name on the ballot and he
is going to do so again presumably this summer. For such a short period of time, | feel like that might be a
situation where the Board may be able to step in and appoint somebody to fill that role. For something last
year, where Robert Howell stepped down from the Board of Education, he gave us plenty of notice, he had two
years of an unfinished four year term. In that case | feel an election was appropriate, two years is a long time
to appoint somebody to fill a role, | feel that is an appropriate situation where the people have their say,
whether or not they choose to come out. | hope that this is maybe something that could be considered, that
maybe rather than going forward with just an either / or black or white proposal, something could be done to
take in both sides of consideration. Thank you.

Special Bd. of Aldermen — 11/26/2018 Page 6
President Wilshire
Thank you. Anyone else wanting to give testimony in opposition.

David Lisle Good evening members of the Board, President Wilshire, my name is David Lisle | am a resident
of Ward 8, | am a former State Representative for the NH General Court. Similar to my father’s proposal |
believe that proposing an appointment by the Mayor to be confirmed by the Board of Aldermen would provide
significant check to the balance of the system and that keeping with that, having them only serve until the next
regularly scheduled election would provide a cost saving measure to special elections and allow the person
should they wish to continue in the position be able to be properly vetted by the City or the residents of the City
and at the same time would also provide again cost-saving measure of reducing the amount of special
elections and would allow the person who runs in that election to serve out the balance of the term after the
election at the next regular election. Thank you.

President Wilshire
Thank you. Is there anyone else wishing to give testimony in opposition to Resolution 18-073. Again | will call

for Testimony of Favor of Resolution 18-073. Seeing none, we will call the public hearing closed.

Testimony in Favor

ADJOURNMENT

MOTION BY ALDERMAN O’BRIEN TO ADJOURN
MOTION CARRIED

The meeting was declared adjourned at 7:25 p.m.

Attest: Patricia Piecuch, City Clerk

To: Board of Aldermen, Mayor Donchess,

My testimony is both to speak AGAINST both the current system for filling vacancies on
the Board of Alderman, Board of Education, Board of Public Works, and Fire
Commissioners and the replacement process proposed in Resolution R-18-073 Amended.

My name is John Lisle, and I have been the Moderator for Ward 8 for the past almost 6 years. I
have served now through three (3) special elections to fill vacancies on the Board of Aldermen
and Board of Education. In my opinion, the process we have now is expensive, marginally
democratic, and wasteful.

Before last year's Special Election to fill a vacancy on the Board of Education I wrote a letter to
the editor of the Nashua Telegraph concerning the expense to the City of having that election. I
also talked to many of the Aldermen and the Mayor about changing the process, but they seemed
to have had no urgency to make a change. However, with the unexpected passing of Brian
McCarthy and the subsequent need for yet another Special Election, the Board seems now to be
willing to consider making a change.

The process Nashua has now is not effective based on three criteria:

First, the mechanism of holding a special election means that the office will not be filled for up
to 5 months. And, if the vacancy occurs 6 months or less from the next election, the office would
go vacant until after the November election.

Second, the city will have to go the serious expense of holding the election. The direct costs
attributed to holding a special election can be as much as $36,000. In addition, there will be
indirect costs in terms of extra work that needs to be done by city employees in the City Clerk's
office, DPW staff, and the School department staff to handle the needs and inconvenience of the
election. And this does not consider the disruption of the lives of the Ward election officials who
will be inconvenienced and may lose pay from their regular work or disrupt personal travel plans
to serve the City.

Third, the elections are always extremely low turnout elections. This is in part due to voter
apathy about municipal elections and the difficulty in today's media environment about
publicizing that the election was happening. Even with the extensive publicity in the Nashua
Telegraph of this month's election and the several candidate forums, the "man of the street"
either did not know the election was taking place or was not interested in participating. These
minimal turnout elections are a poor representation of the will of the City.

Let me share some actual numbers with you.

Ward 8 had an almost embarrassingly predictable 6.4% turnout. With 471 votes cast alongside 6
write-ins, we averaged just over 33 votes per hour. We also registered just 2 new voters during
the day and processed one name change. In the 2018 BOE race, we registered 7 new voters and
the 2015 BOA race we had 464 voters and registered 12 new voters. Ward 8 has the largest
number of registered voters of any Ward in Nashua with over 7400 registered voters.

To put this in perspective, during last November's midterm election, we processed 442 ballots in
the first hour! And registered 35 new voters that same hour. And even with an extremely busy
election day last November, our turnout was just over 50%.

For both elections, we did this with the same nine (9) Ward election officials and two (2) Ward
Deputy Registrars. In November, our Ward needed additional staff, For the March special
election, we only needed that level of staff as we needed to fill all of roles required by State and
City law.

In my letter to the editor, I spoke against the current system, and I am still opposed to it.

I proposed at that time what I consider to be a more effective approach. That being that the
Mayor appoint an interim replacement to fill any vacancy on the various elective Boards and that
the Aldermen confirm that selection. And further that a replacement to fill any unexpired part of
the term be elected at the next November election, as Nashua holds a general election every
November.

Mr. Teeboom, in a comment to my letter, objected to that proposal on the grounds of cronyism. |
agree with his concern which was why I proposed that any interim appointment be confirmed by
the Board of Aldermen to mitigate cronyism concerns.

The Proposal R-18-073 Amended is cronyism on steroids by reverting Nashua to a previous
process that was replaced as it invited serious cronyism. To revert is to take a step backwards.
The City needs a process that is timely, cost effective, and rejects cronyism.

Let me share an extreme example.

Based on R-18-073 Amended, if a new member of the Board of Education were to quit
immediately after being sworn in, the remaining 8 members of the BoE (assuming the BoE, now
evenly numbered, could reach a timely consensus...) could appoint a Member who would serve
until the next Municipal election, almost 2 years in the future.

Clearly, that should be unacceptable to all of you.

My proposal is this:

1. Within 30 days of a vacancy on any subject Board, the Mayor would nominate a
candidate to fill the position. The subject Board with a vacancy may forward to the Mayor
within 2 weeks of such vacancy the name(s) of their proposed candidate(s) to fill the

vacancy. The Mayor would not be bound to nominate a candidate proposed by the Board.

2. The Board of Aldermen will vote to confirm the Nominee of the Mayor within 30 days of
the nomination.

3. The Nominee will serve until a permanent replacement, elected at the next November