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division, or shift. If the listed factors are the same when considering recalls from layoffs, the full-time continuous
date of employment with the Nashua Police Department will be considered. Management shall notify the
employee by registered mail of being recalled no earlier than two (2) weeks before the recall date. If an employee
fails to return to work on the date as indicated by management when recalled from layoff status, he shall be
considered to be resigned from employment with the Nashua Police Department.

Reduction of Work Hours/Elimination of Positions: When a reduction of the work hours or elimination of any
employee's position takes place, management reserves the right, power, and authority to temporarily assign the
duties to another employee/nember. Management also reserves the right, power and authority to permanently
assign the duties of the position as deemed necessary. If any new vacancies within the Nashua Police
Department become available, any employee whose job is eliminated because of permanent layoff shall be given
the opportunity to apply for the position, to be evaluated for consideration purposes, and to participate in testing
procedures if applicable. (Cite Article #29 - "VACANCIES.")

ARTICLE 34 - BULLETIN BOARD

The Department shall maintain a bulletin board for the Union to post notices of Union appointments, elections,
meetings, recreational and social affairs, or other Union-related matters. The location of the bulletin board will be
agreed upon by Management and the Union. Said materials shall be posted in no other locations.

No other material or information shall be posted without approval by the Chief. Upon the Chief's written request,
the Union shall promptly remove any material which is offensive or detrimental to the Union/Management
relationship. The Union will periodically, or upon the Chief's request, review all posted material and remove
material which is no longer pertinent.

ARTICLE 35 - PARTIAL INVALIDITY, SEPARABILITY, & COMPLIANCE WITH LAWS

Should the parties hereafter agree that applicable law renders invalid or unenforceable any of the provisions of
this Agreement, the parties shall attempt to agree upon a replacement for the affected provision. Such
replacement provisions shall become effective immediately upon ratification according to the respective
procedures and regulations of the parties and shall remain in effect for the duration of the Agreement.

In the event that any of the provisions of this Agreement shall be declared invalid or unenforceable by a court,
board, or other appropriate authority, such invalidity or unenforceability shall not affect the remaining provisions
thereof.

The parties agree that this Agreement is subject to all pertinent federal, state, and local laws and ordinances, as
the same may be amended or enacted from time to time, and this Agreement shall be construed in accordance
therewith, and the parties shall conform their conduct thereto.

ARTICLE 36 — EMERGENCY LEAVE

For purposes of this Article, “Emergency Leave” is defined as an unforeseen crisis situation that arises
unexpectedly which is not considered any other type of leave contained within this collective bargaining
agreement.

A. With prior approval, and at the discretion of the Chief of Police or his designee, Emergency Leave
shall be granted to employees and shall be charged first against the employee's accumulated
sick leave and then against the employee's accumulated vacation leave.

B. An employee may be granted an extension of up to two (2) weeks of Emergency Leave at the
sole discretion of the Chief of Police.

C. Any request for extension shall be in writing and shall set forth in detail the reasons therefor. An
employee may be granted additional extensions of Emergency Leave at the sole discretion of the
Chief upon written request as set out above.

D. Disputes concerning Emergency Leave shall not be subject to the Grievance Procedure.

32

ARTICLE 37 — WAIVER

The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited
right and opportunity to make demands and proposals with respect to any subject or matter not removed by law
from the area of collective bargaining and that the understandings and agreements arrived at by the parties after
the exercise of that right and opportunity are set forth in this Agreement.

Therefore, the parties for the life of this Agreement voluntarily and unqualifiedly waive the right, and each agrees
that the other shall not be obligated to reopen contract negotiations with respect to any subject or matter referred
to or covered in this Agreement.

Further, the parties, for the life of this Agreement, voluntarily and unqualifiedly waive the right, and each agrees
that the other shall not be obligated to reopen contract negotiations with respect to any subject or matter not
specifically referred to or covered in this Agreement, even though such subject or matter may not have been
within the knowledge or contemplation of any of the parties at the time this Agreement was negotiated or signed.
The parties may, however, voluntarily agree to reopen contract negotiations on any subject at any time.

This Agreement contains all of the agreements and understandings between the parties; and supersedes all
previous agreements and understandings, and no oral agreement or understanding survives the execution hereof.

ARTICLE 38 - EDUCATIONAL REIMBURSEMENT, MANDATED TRAINING,
& PROFESSIONAL AFFILIATIONS/LICENSING

AVAILABLE FUNDING:

Effective July 1, 2011, the Commission shall allocate an amount of $1,200 to spend on educational benefits
(tuition reimbursement) per fiscal year, for employees covered under this Agreement.

A. Said amount is on a first come, first serve basis. In order to receive reimbursement for that fiscal year,
the Financial Services Division must receive any previously approved requests, along with the grade, by
June 15" of that fiscal year. Any requests for reimbursements received after June 15" may be charged to
the next fiscal year’s allotment.

B. Once the $1,200 cap is expended, the educational benefit (tuition reimbursement) is no longer available
to employees covered under this Agreement.

C. Any portion of the allocated funds for education reimbursement which are not expended during a fiscal
year shall not carry over to the next fiscal year.

COURSE REIMBURSEMENT CRITERIA:

The maximum amount the Department will pay per course is $400. Only one course will be reimbursed per
school term. The Commission shall reimburse employees up to 100% of the tuition costs for one course
successfully completed during the academic term for a degree- or certificate-related program under the following
conditions

A. Degree/Certificate Program: The course selected by the employee must be part of a degree or
certificate program and approved by the Chief or designee prior to enrollment.

B. Accredited: The course must be taken at an accredited college or university.
C. Satisfactory Grade: The employee must receive a passing grade of "C" (or its equivalent) or better.

D. Job-Related: The degree or certificate program must be job-related. The final decision of whether or not
the degree or certificate program is job-related shall be determined solely at the discretion of the Chief.

BOOKS AND/OR RELATED FEES:

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The City does not reimburse employees for books and/or related fees.

MANDATED TRAINING:

Employees who are mandated to participate in programs or workshops/conferences will be reimbursed at 100%.
PROFESSIONAL AFFILIATIONS/LICENSING:

The Department shall bear the cost of all licenses and/or certifications required by various regulatory agencies
(local, state, and federal) to maintain the employee’s required certifications and licenses relating to their current
position within the Department.

GRIEVANCE POLICY:

This article shall not be subject to the grievance procedure.

ARTICLE 39 - TERM OF AGREEMENT
This Agreement shall remain in full force and effect from midnight, July 1, 2019, until midnight, June 30, 2023.
Any party intending to alter or modify this Agreement or negotiate a successor agreement hereto, shall give notice

to the other party of such intention at least one hundred and twenty (120) days prior to the expiration date hereof,
after which the parties shall forthwith arrange to commence collective bargaining negotiations.

This Agreement is dated , 2020
NASHUA POLICE COMMISSION NASHUA POLICE COMMUNICATION
EMPLOYEES N.E.P.B.A. LOCAL 125, I.U.P.A.,
AFL-CIO
WITNESSES:

34

SECTION 10. Notices. All notices provided for herein shall be in writing (including facsimile)
and shall be mailed or delivered to the following addresses or facsimile numbers or to such other address

or facsimile number as either party may specify by notice to the other:

If to CoBank, as follows: If to the Guarantor, as follows:
CoBank, ACB Pennichuck Corporation

5500 South Quebec Street 25 Manchester Street

Greenwood Village, Colorado 80111 Merrimack, New Hampshire 03054
Facsimile: (303) 740-4002 Facsimile: (603) 913-2305
Attention: Energy & Water Group Attention: President

SECTION 11. Amendments, Etc. THIS WRITING IS INTENDED BY THE PARTIES AS A
FINAL EXPRESSION OF THEIR AGREEMENT AND IS ALSO INTENDED AS A COMPLETE AND
EXCLUSIVE STATEMENT OF THE TERMS OF THAT AGREEMENT. NO AMENDMENT OR
WAIVER OF ANY PROVISION OF THIS GUARANTY NOR CONSENT TO ANY DEPARTURE BY
THE GUARANTOR HEREFROM SHALL BE EFFECTIVE UNLESS THE SAME SHALL BE IN
WRITING AND SIGNED BY COBANK, AND THEN SUCH WAIVER OR CONSENT SHALL BE
EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH

GIVEN.

SECTION 12. No Waiver; Remedies. No failure on the part of CoBank to exercise, and no
delay in exercising, any right hereunder shall operate as waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other

right.

SECTION 13. Applicable Law, Jurisdiction. Except to the extent governed by applicable
federal law, the laws of the State of Colorado, without reference to choice of law doctrine, shall govern
this Guaranty, all disputes and matters between the parties to this Guaranty, and the rights obligations of
the parties to this Guaranty. The parties agree to submit to the non-exclusive jurisdiction of any federal or
state court sitting in Colorado for any action or proceeding arising out of or relating to this Guaranty. The
Company hereby waives any objection that it may have to any such action or proceeding on the basis of

forum non-conveniens.

SECTION 14. Patriot Act Notice. CoBank hereby notifies the Guarantor that pursuant to the
requirements of the USA Patriot Act, Title II of Pub. L. 107-56 (signed into law October 26, 2001) (the
“Patriot Act”), it and its affiliates are required to obtain, verify and record information that identifies the
Guarantor, which information includes the name, address, tax identification number and other
information regarding the Guarantor that will allow CoBank to identify the Guarantor in accordance with
the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is
effective for CoBank and its affiliates.

SECTION 15. Successors and Assigns. This Guaranty shall be binding upon and inure to the
benefit of the Guarantor and CoBank and their respective successors and assigns, except that the
Company may not assign or transfer its rights or obligations under this Guaranty without the prior written
consent of CoBank. CoBank may sell or assign its rights and obligations hereunder and under the other
Loan Documents or may sell participations in its rights and obligations hereunder

SECTION 16. Notice of Acceptance. The Guarantor hereby waives notice of acceptance hereof.

SPECIAL BOARD OF ALDERMEN
OCTOBER 6, 2020

7:00 PM

To access Zoom:
httos://UusO2web.zoom.us/j/87400650849?pwd=ZENhd29vWIM3dU9UTIRZRENIRUszUT09

Meeting ID: 874 0065 0849 Passcode: 988380

To join by phone: 1-929-205-6099 - Meeting ID: 874 0065 0849 Passcode: 988380

If for some reason you cannot connect to Zoom, please contact us at (603) 821-2049 and they will help you
with connectivity. The public may also view the meeting via Channel 16.

PRESIDENT LORI WILSHIRE CALLS ASSEMBLY TO ORDER

PRAYER OFFERED BY CITY CLERK SUSAN K. LOVERING
PLEDGE TO THE FLAG LED BY ALDERMAN PATRICIA KLEE
ROLL CALL
PUBLIC HEARING
R-20-076

AUTHORIZING AN ENERGY PERFORMANCE CONTRACT AND LEASE FINANCING
ARRANGEMENT

Testimony in Favor

Testimony in Opposition

Testimony in Favor

Testimony in Opposition

ADJOURNMENT

A special meeting of the Board of Aldermen was held Tuesday, October 6, 2020, at 7:00 p.m. via Zoom.
President Lori Wilshire presided; City Clerk Susan Lovering recorded.

Prayer was offered by City Clerk Susan Lovering; Alderman Patricia Klee led in the Pledge to the Flag.
President Wilshire

As President of the Board of Aldermen, | find that due to the State of Emergency declared by the
Governor as a result of the COVID-19 pandemic and in accordance with the Governor's Emergency
Order #12 pursuant to Executive Order 2020-04, this public body is authorized to meet electronically.

Please note that there is no physical location to observe and listen contemporaneously to this meeting,
which was authorized pursuant to the Governors Emergency Order. However, in accordance with the
Emergency Order, | am confirming that we are:

Providing public access to the meeting by telephone, with additional access possibilities by video or
other electronic means:

To access Zoom, please refer to the agenda or the City’s website for the meeting link.

To join by phone dial: 1-929-205-6099 - Meeting ID: 874 0065 0849 - Passcode: 988380

We previously gave notice to the public of the necessary information for accessing the meeting through
public postings. Instructions have also been provided on the City of Nashua’s website at www.nashuanh.gov
and publicly noticed at City Hall, Nashua Public Library and the Nashua Telegraph.

If anybody has a problem accessing the meeting via phone or Channel 16, please call 603-821-2049 and
they will help you connect.

In the event the public is unable to access the meeting via the methods mentioned above, the meeting will
be adjourned and rescheduled. Please note that all votes that are taken during this meeting shall be done
by roll call vote.

Let’s start the meeting by taking a roll call attendance. When each member states their presence, please
also state whether there is anyone in the room with you during this meeting, which is required under
the Right-To-Know Law.

City Clerk Lovering called the roll and asked them to state the reason he or she could not attend, confirmed
that they could hear the proceedings, and stated who was present with him or her.

The roll call was taken with 13 members of the Board of Aldermen present: Alderman Michael B. O’Brien,
Sr., Alderman Patricia Klee, Alderwoman Shoshanna Kelly, Alderman Richard A. Dowd,

Alderman June M. Caron, Alderman Benjamin Clemons, Alderman Lopez, Alderman David C. Tencza,
Alderwoman Elizabeth Lu, Alderman Ernest Jette, Alderman Jan Schmidt, Alderman, Alderman Skip
Cleaver, Alderman Linda Harriott-Gathright, Alderman Wilshire.

Alderwoman Shoshanna Kelly and Alderman Laws were recorded absent.

Mayor James W. Donchess, Corporation Counsel Steven A. Bolton were also in attendance.

Special Board of Aldermen 10-06-2020 Page 2
ROLL CALL

Alderman O’Brien

| am present, | can hear the proceedings and | am alone.

Alderman Klee

| am here, | am alone and | can hear everyone.

Alderman Dowd

Yes, | am here, | am alone; | can hear the proceedings and am practicing social distancing.
Alderman Caron

Yes, | am here, | am alone and | can hear everyone.

Alderman Clemons

Thank you, | am here, | am by myself at home and | can hear everyone.

Alderman Lopez

| can see and hear everybody and | am alone.

Alderman Tencza

| am present, | am alone and | can hear everyone.

Alderwoman Lu

I’m here, | am alone and | can hear everyone.

Alderman Jette

| am here, | can hear the proceedings and | am staying safer at home with my wife.
Alderman Schmidt

| am present and | am alone in the room.

Alderman Cleaver

| am present, my daughter is in and out of the room, | can hear the proceedings and we are practicing
social distancing.

Alderman Harriott-Gathright

| am present, | can hear everyone, | am in this room alone and | am practicing social distancing.
President Wilshire

| am present, | am alone in this room and | am social distancing.

Special Board of Aldermen 10-06-2020 Page 3

Susan Lovering, City Clerk

You have 13 in attendance.
President Wilshire

Thank you, also with us this evening is Corporation Counsel, Steve Bolton and the Mayor. As is
customary, | will turn this Public Hearing over to the Chairman of the Budget Review Committee, Alderman
Dowd. Alderman Dowd?

Chairman Dowd

Yes tonight we are here to have a Public Hearing on R-20-076, Authoring an energy performing contract
and leasing finance agreement. Before we get started with Public Comment, who from the School
Department is going to give us some words on this arrangement?

Mayor Donchess

Mr. Chair, | thought | would introduce the subject and then let others take over the details.
Chairman Dowd

OK, sounds good to me, Mayor?

Mayor Donchess

| know the Board of Aldermen is very interested in reducing the City’s carbon footprint. We have carbon
reduction goals which we have articulated. This is a large and very important green project for the City.
The proposal basically is to replace the lighting at each of the two High Schools with LED, greatly reducing
the City’s energy use. Shaun is going to speak soon | am sure, but | want to thank Shaun Smith especially,
as well as Dan Donovan. There are the ones who really developed this proposal and brought it to the point
where we can present it to you. Also, Doria Brown is on | think somewhere, she was addressing another
group, a Statewide Energy Group, but she helped to support the project on the way through.

But in essence, the energy bills for the High Schools are at $1.2 million dollars. This project would reduce
the energy bill by a guaranteed minimum of $460,000.00. The energy reduction that we would achieve is
something like 1,600 tons of carbon emissions a year, the equivalent of taking 348 cars off the road. And |
checked just to see what the City’s Fleet is cars and SUV’s, car and SUV’s, it’s around 80 something with
back ups it is closer to 100 but really 80 some active vehicles, so it’s like we taking almost 4 times the City’s
automobile and SUV fleet off the road.

There is certainly a cost and we are entering, there will be no upfront costs for the City, we do have to
make lease payments. The cost of the project after net of rebates is about $6.7 million dollars. So we need
to make lease payments. The lease payment is $450,000.00 a year but we are guaranteed savings of
$460,000.00 so Doria is optimistic it will be greater than that, but minimum $10,000.00 savings every year.
And, of course, we will be greatly reducing the City’s carbon footprint by doing this. Again, Doria’s estimate
is optimistic but no guarantee. But if the savings were less than the $460 that would reduce our lease
payment. So we could not lose money on the deal.

There’s a financing company involved and that’s who the contract is with. The contractor to do the work |
think is EEIl but Shaun Smith who again | want to thank for helping us keep this project on track because
things get really delayed with COVID. He’s been working very hard on the alternative care side, remote
learning, | mean there’s a lot going on at the School Department. But we are able to bring, thank you to
Shaun and Dan’s and Doria’s efforts, the project to you tonight. So with that, | will turn it over to Shaun
Smith who | think would go forward next.

Special Board of Aldermen 10-06-2020 Page 4
Chairman Dowd

Mayor, Doria just joined us, | don’t know if you want her to speak first or Shaun, it’s up to you.
Mayor Donchess

Let’s go with Shawn and Doria can fill in any details that she has.

Chairman Dowd

Ok, Shawn?

Shawn Smith, School Department

Good evening everybody. Yes this has been about a 3 % year project as of today, to get this off and
running we went through an RFP Process to find a contractor, found that we needed to finetune that out.
We went out a second time for invitation to bid and we ended up with Energy Efficient Investments, AKA,
EE|. And they have been working diligently, culminating in we call it an investment grade audit of both high
schools. Those yielded the numbers the Mayor just talked about in terms of savings. | believe he said, but
just in case he didn’t or | missed it, these savings are guaranteed by EEl. So as you know engineers can
be rather conservative, I’m one of those and I’m conservative when it comes to fiscal things. So we are
confident that we are at least going to save what they say if not more. And maybe Doria can talk a little bit
about that later.

As the Mayor indicated, the large part of the work is going to involve changing out the current lighting at the
two high schools to LED. A number of other projects we are also doing, we are upgrading the
transformers, upgrading the controls for the HVAC systems. We are replacing what are referred to as mini
split air conditioners, it seems like we just finished the high school but it’s been 16 or 18 years. Those are
starting to show their age; replacing water coolers, and a variety of other smaller projects.

So they all ended up with roughly $460,000.00 of energy savings per year and | guess | will leave it at that.
| believe Mr. Donovan was going to join us or Doria can take it at this point, unless you have some specific
questions from me.

Chairman Dowd

Yeah, | don’t see Mr. Donovan.

Dan Donovan, COO, School Department

I’m here.

Chairman Dowd

Ok. Would you like to speak?

Mr. Donovan

Sure just the mechanics of the (inaudible) will work as we will reduce our operating budget by the
$460,000.00 each year and then that will, the payment — then we will add the payment for the lease. So
within the Operating Budget this will effectively net out. Hopefully, we will actually save a little more as

previous speakers have mentioned. So even though it is a lease, it should be offset within the Operating
Budget and there will be no increase to the cost of the School District.

Special Board of Aldermen 10-06-2020 Page 5
Chairman Dowd

Ok, thank you Mr. Donovan. Also, before | turn it over to Ms. Brown, | know that this agreement has been
scrutinized in minute detail by Attorney Bolton. | don’t know if he wants to say anything, but | know that he’s
gone through this contract with a fine-tooth comb and it’s solid the way it’s currently stated. Would you
agree with that, Attorney Bolton?

Steve Bolton, Corporation Counsel

We certainly looked at it and it meets with our approval.
Chairman Dowd
Thank you. Ms. Brown, would you like to add some comments?

Doria Brown, Energy Director

Sure | would love to. So fortunately | am here, | know | sent out a Memo earlier today saying that | wouldn’t
be here with my thoughts on the project. | promise not to read it verbatim to everybody; | Know that you all
have probably read it. But these projects are extremely important to the City when it comes to meeting our
20% reduction goal by 2025. Just doing these projects alone brings us 62% closer to that 20% reduction.

If you factor in the stuff that we have done with transit with switching out to hybrid electric buses and those
compressed natural gas buses from our 2016 baseline year, we are virtually at our 20% reduction goal
which is amazing by 2021.

So this project is monumental for us as a City and it is also important to me because this week is actually
my one year with the City and this is one of the first things that | started working on. So it would be really
awesome to get this through today.

Chairman Dowd

Ok does anyone from the School Department, just want to introduce, we have people from the company
on-line that could answer questions, if necessary, from any of the Aldermen. But do you just want to
introduce them Shaun.

Mr. Smith

| believe Mike Davey should be on-line he is the lead engineer, perhaps even owner of EEI, I’m not exactly
sure of his titles. But he’s been the one we’ve been dealing with exclusively through this whole process. |
can’t see everybody on the screen. I’m using my cell phone.

Unidentified Speaker

(inaudible) from Control Technologies who does the HVAC Controls and Services, here as well.

Chairman Dowd

Alright. So before | take Public Comment, we have been informed by a former Alderman that this is not the
time to debate the issue, that’s at the Budget Meeting. But if there are any clarifying questions that any of

the Aldermen online would like to have clarified, please raise your hand. Alderman Clemons, then
Alderman Lopez?