Christopher D. Hawkins, an attorney with extensive experience and background, provides an affidavit concerning his representation in the Woodsville litigation and subsequent communications with the Haverhill selectboard. He elaborates on his previous engagement with the Woodsville Fire District and navigates potential conflicts while being retained to assist Haverhill with employment issues and tax rate disputes. Hawkins affirms that necessary conflict waivers were obtained, and the representation proceeded under the belief that the prior litigation was resolved.

1. THE STATE OF NEW HAMPSHIRE
GRAFTON, SS. SUPERIOR COURT
TOWN OF HAVERHILL
v.
DONAHUE, TUCKER & CIANDELLA, PLLC
Docket No. 215-2023-CV-00241
AFFIDAVIT OF CHRISTOPHER D. HAWKINS, ESQ.
I, Christopher D. Hawkins, being duly sworn and deposed, state the following:
1. I am over the age of eighteen.
2. I graduated from Middlebury College in 1988 and the University of Connecticut School
of Law in 1992.
3. I worked as a New Hampshire Superior Court Law Clerk from 1992 to 1994. I have been
in private practice since September 1994. I am licensed and in good standing before the
State and Federal courts of New Hampshire, Connecticut, Maine and Massachusetts, as
well as the United States Court of Appeal for the First Circuit.
4. I have served on the New Hampshire Bar Association Ethics Committee for more than
ten years and was appointed by foinier Bar President Paul Chant to serve on the Attorney
Wellness Committee.
5. Since 2000, I have held many elected and appointed positions in the Town of
Newmarket, including the Town Council, School Board, Zoning Board of Adjustment,
Newmarket Charter Commission, Newmarket Tomorrow Committee, and the Recreation
Master Plan Committee. I have served as the Newmarket Town and School District
Moderator since 2014.
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2. 6. I make the statements herein based upon my personal knowledge and belief.
The Woodsville Litigation
7. I worked at Devine Millimet from July 2015 through January 2, 2021. Commencing in
July 2020, while I was at Devine Millimet, I represented the Woodsville Fire District,
including with respect to the matter of Woodsville Fire District v. Town of Haverhill,
Grafton Superior Court Docket Number 215-2020-CV-00128 ("Woodsville Litigation").
Attorney Lynnette Legra (f/k/a Lynnette Macomber), who was an Associate at Devine
Millimet during my time there, worked with me on the Woodsville Litigation.
8. The Woodsville Litigation concerned a dispute over the interpretation of special
legislation through which the Town rebated to the Woodsville Fire District ("WFD")
highway funds appropriated by the Town to avoid double taxation of residents of the
WFD.
9. In the Woodsville Litigation, the Town argued that Woodsville was not a legally
constituted municipal entity and did not legally exist.
10. I filed my appearance in the Woodsville Litigation on August 21, 2020.
11. I withdrew my appearance in the Woodsville Litigation on January 11, 2021.
12. On October 29, 2021, the Grafton County Superior Court (Bornstein, J.) issued an order
granting partial summary judgment in favor of the WFD on the interpretation of the
special legislation.
13. I played no role in drafting the summary judgment motion filed by the WFD. To the best
of my recollection, I have never read the summary judgment pleadings in the Woodsville
Litigation.
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3. 14. To the best of my understanding based upon review of the Court's docket, the
Woodsville Litigation was resolved by agreement on or about April 21, 2022, which was
more than a year after I left Devine Millimet and withdrew my appearance for the WFD.
I was unaware of the settlement discussions and not involved in them. I have never seen
the settlement agreement between the Town and the WFD, have never been asked to
review it, and I am not aware of its specific terms.
15. Per the Court's docket, Docket Markings dismissing the Woodsville Litigation were filed
on June 28, 2022.
Initial Contact with Members of the Haverhill Board of Selectmen
16. In May 2022, I was contacted by Haverhill Selectboard member Michael Graham to
potentially represent the Town with respect to employment issues related to Town
Manager Codling. I advised Mr. Graham we would need a conflict waiver from the WFD
in order to represent the Town. However, DTC was not retained by the Town or Mr.
Graham at that time.
17. In September and October 2022, I was contacted by Haverhill Selectboard ("the Board")
member Kevin Knapp regarding a dispute between the State Department of Revenue
Administration ("DRA") and the WFD arising from two warrant articles that had been
approved by the Town's voters on the 2022 Town Warrant. To the best of my
recollection, Mr. Knapp told me he had been referred to me by Kevin Shelton, the
Administrator of the WFD. Mr. Knapp did not explain to me that he was acting without
the Board's authority, and I assumed that he was contacting me on behalf of the Board. I
discussed with Mr. Knapp the potential for conflict of interest connected to my prior
representation of the WFD. However, DTC was not engaged by the Town or Mr. Knapp
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4. at that time and DTC did not undertake a complete conflicts analysis because no scope of
engagement was defined.
18. In November 2022, I exchanged brief emails with Mr. Knapp regarding issues related to
the employment of the Town Manager, but it was unclear to me precisely what Mr.
Knapp wanted DTC to do. Mr. Knapp informed me the Board intended to meet with its
regular counsel regarding employment matters. I assumed Mr. Knapp was acting on
behalf of the Board. Because it was unclear to me what role the Board wanted DTC to
play, and I did not know specifically what the Board's concerns were at that time, I
encouraged him to listen carefully to counsel's advice. I did not speak with Mr. Knapp
and DTC was not engaged by the Town or Mr. Knapp at that time.
DTC Retained by the Town and Waivers of Potential Conflict
19. On January 4, 2023, I received an email from Mr. Knapp advising that on January 3, the
full Selectboard had approved retention of DTC. The email stated that "[i]n the motion it
was approved for you to charge the town of Haverhill on your hourly rate." See Ex. 14, at
p. 2. I understood that the scope of representation at that time involved potential
disciplinary action against the then-Town Manager, Brigitte Codling.
20. DTC accepted the representation. I alerted my partner, Attorney Eric Maher, who has
significant experience with municipal representation including employment issues, and
Mr. Knapp and I attempted to schedule a follow-up discussion. Due to scheduling issues,
we were unable to schedule a further discussion prior to January 10, 2023.
21. Attorney Maher and I spoke with Mr. Knapp the morning of January 10, 2023. Mr.
Knapp told us that DRA had refused to set the Town tax rate and the Town might need
our help with respect to that issue because Drummond Woodsum ("DW"), which had
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5. represented the Town in the Woodsville Litigation, had a conflict. We discussed with Mr.
Knapp the potential for conflict based upon my prior representation of the WFD and that
we would need to discuss potential conflict issues with the Board and the WFD. Mr.
Knapp expressed no concerns to us regarding that issue. Nevertheless, because of the
urgency of the Town's situation, we immediately started working on the tax rate dispute.
22. I contacted Attorney Macomber, who by that time had left Devine Millimet and joined
On & Reno, and who still represented the WFD to discuss the potential conflict issue, to
ascertain the position of the WFD in the event the Town needed to intervene in the
litigation between DRA and the WFD, and to obtain the current pleadings in the
DRA/WFD litigation so I could assess whether the issues in that case might impact our
efforts to address the tax rate dispute. Attorney Macomber told me she needed to discuss
the issue with the WFD, but that she anticipated the Board would agree to waive any
potential conflict. Attorney Macomber raised no concerns that the potential conflict was
unwaivable.
23. On the evening of January 10, 2023, I received another email from Mr. Knapp. In that
email, he stated that at that night's Selectboard meeting, the Selectboard "canceled" the
use of Drummond Woodsum ("DW") and that "a motion was made to hire you[r] firm"
regarding DRA's refusal to set the Town tax rate. See Ex. 17.
24. Based upon this communication, I understood that DW would play no role with respect to
the DRA tax rate issue and that the Town wanted us to address that issue.
25. On January 10 and 11, 2023, based upon Mr. Knapp's direction that DTC's engagement
would include the DRA's refusal to set the Town tax rate, Attorney Maher and I worked
diligently to formulate strategies to address that issue. On the 11th, I drafted a waiver of
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6. potential conflicts and forwarded it to Attorney Maher for review. I also discussed the
matter with Attorney Robert M. Derosier, DTC's in-house ethics and risk management
counsel, to double-check that he agreed with my assessment of the potential conflict
issues.
26. I spoke with Attorney Macomber on the morning of January 11, 2023. I explained to her
the preliminary strategies Attorney Maher and I had developed to address the tax rate
issue. I shared this information with Attorney Macomber because I was obligated under
Rule 1.9 of the Rules of Professional Conduct to provide sufficient information to the
WFD, as my former client, to make an informed decision whether to waive potential
conflict. Attorney Macomber confirmed that the WFD would waive potential conflict
with respect to DTC representing the Town on the tax rate issues. I told her that I was
drafting a waiver letter for her to review with her client. Attorney Macomber also drew to
my attention emails the Haverhill Town Manager had written to DRA arguing that the
WFD did not legally exist. I told her that we were aware of those emails.
27. Attorney Maher and I spoke with the Board of Selectmen ("the Board") via Zoom on
January 12, 2023. The only persons present during that discussion were Attorney Maher
and I, Board Chair Fred Garofalo, Vice Chair Steve Robbins, and Board members Kevin
Knapp, Katie Williams, and Michael Graham.
28. The first issue we discussed with the Board was the potential for conflict of interest. I
explained to the Board that I had represented the WFD for approximately five months in
the Woodsville Litigation. Mr. Garofalo and Mr. Robbins had been on the Board during
the Woodsville Litigation and stated they were already aware I had represented the WFD.
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7. As described above, I had already alerted Mr. Graham and Mr. Knapp that I had
previously represented the WFD and that there could be potential conflict issues.
29. I explained to the Board that I understood the Woodsville Litigation was complete and
asked the Board if they intended to reopen it. The Board told us the Woodsville Litigation
was over and they did not intend to reopen it. I told the Board that if they anticipated
further litigation with the WFD with respect to the Woodsville Litigation, DTC could not
participate and we would be forced to either decline the representation or withdraw. We
asked the Board whether they had become involved in the DRA/WFD litigation. The
Board told us that although they were opposed to Warrant Articles 27 and 28 on the
grounds the WFD wanted too much money, the voters had approved those Articles and
the Board felt compelled to respect the wishes of the voters. The Board told us that they
had already decided not to get involved in the dispute between DRA and the WFD, and
that they did not want us to take any position with respect to the enforceability of Warrant
Articles 27 and 28. DTC took no position on the Town's behalf with respect to Warranty
Articles 27 and 28 per the Board's instructions.
30. I explained to the Board that (a) based upon their instruction that we not get involved in
the litigation between DRA and the WFD, (b) their instruction that the Woodsville
Litigation was over and would not be reopened (c) the Town of Haverhill as a whole,
including the residents of Woodsville, would benefit equally if the Town tax rate was set
as to all warrant articles other than 27 and 28, we believed there was no direct adversity
between the Town and the WFD regarding the tax rate dispute. I explained that there was
only a potential for conflict arising from the confidential information I had obtained
during the Woodsville Litigation. We explained to the Board that I was obligated to keep
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8. confidential information I obtained from the WFD in the Woodsville Litigaiton, and that I
could not utilize any of the WFD's confidential information in representing the Town
without the permission of the WFD. I explained that DTC needed to obtain a waiver of
potential conflict from the WFD as well. I explained to the Board that I had already
contacted the attorney for the WFD and that based upon my discussions with her, I felt
confident we would obtain such a waiver. We explained to the Board that we would
provide a written waiver of potential conflict that they should review carefully, and that I
would answer any questions they had about it. We explained to the Board that we would
not foresee all possible circumstances under which a conflict or potential conflict might
arise and that if such circumstances arose we would need to discuss those issues further
with the Board and that we might need to withdraw from representing the Town
depending upon the issue. We explained to the Board that they might wish to retain
independent counsel to review our potential conflict issues. We explained that if the
Board was uncomfortable with our potential conflict, we would try to help them retain
alternative counsel as quickly as possible to address the tax rate dispute. I understood and
accepted that in the event the Board decided not to waive conflict, or the Board gave us
instructions that presented an unwaivable conflict, DTC would not be able to recover the
fees we incurred before we were retained. In my experience, every law firm faces the risk
of losing any time it incurs before conflict checks are complete, but due to the urgency of
the Town's need and DTC's assessment of the potential conflict issues, I felt the risk was
worth taking in this instance.
31. The Board told us that they considered the Woodsville Litigation to be unrelated to the
tax rate dispute and they agreed to waive the potential conflict. None of the Board
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9. members expressed any concerns regarding our potential conflict issues. If the Board had
not agreed to waive the potential conflict, we would not have represented the Town in the
tax rate dispute and would have attempted to help them find alternative counsel as
quickly as possible. We would also have accepted the loss of all time we had incurred
working on the matter up to that point.
32. We subsequently drafted a waiver letter and it was signed by Mr. Robbins, who by that
time had become the acting Chair of the Board. The WFD signed the same letter.
33. After the discussion of the potential conflict issue, the Board explained to us that they had
learned in late December that DRA refused to set the tax rate due to the litigation
between the DRA and the Woodsville Fire District.
34. The Board expressed to us that they initially asked DW to address this issue, but that DW
had done nothing for a week before they told the Board they had a conflict related to its
representation of the Haverhill School District and could not help. The Board told us they
were frustrated that DW failed to respond to the situation with the urgency the Board
believed was required and that the Board was under time pressure to get the tax rate set.
The Board told us that because the situation was so important, they had decided to take
the matter into their own hands and work directly with the Town's attorneys.
35. The Board explained to us that they believed DRA was using the threat of financial
catastrophe to the Town as leverage against the WFD in their pending litigation. Attorney
Maher and I agreed with that assessment.
36. The Board told us that they had approximately 6-8 weeks of operating funds on hand and
emphasized that they regarded the situation as critical. The Board directed us to take firm
and immediate action to ensure the tax rate was set as quickly as possible to avoid
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10. catastrophic financial impacts to the Town. The Board explained that even if the tax rate
was set immediately, the Town needed time to print and mail the tax bills and then collect
the tax funds required to maintain Town operations, and emphasized they expected us to
act immediately.
37. Attorney Maher and I informed the Board that due to the need for immediate action, we
would proceed on the Town's behalf in good faith without waiting for a formal
engagement letter, and that we would send an engagement letter at a later date. The
Board informed us that this was acceptable and directed us to proceed. Attorney Maher
and I continued to work on the Town's behalf in reliance on the Board's authorization. If
the Board had not authorized DTC to proceed on the Town's behalf, we would have done
no further work on the matter and would have accepted the loss of all time we had
incurred up to that point.
38. It is my understanding that no signed engagement letter was required under the Rules of
Professional Conduct or New Hampshire statutes or caselaw before we commenced work
for the Town.
39. The Board never informed us that the Town was considering negotiating the terms of the
settlement of the Woodsville Litigation. As described above, the Board told us that the
Woodsville Litigation was over and they did not intend to reopen it. If the Board had told
us they intended to reopen the Woodsville litigation in any respect, we would have
advised the Board we could not assist with that matter and the Board should retain
independent counsel as to that issue.
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11. 40. We explained to the Board that we had already begun formulating strategies to address
the tax rate issue, including that we would first ask DRA to set aside Warrant Articles 27
and 28 and set the tax rate based upon the other approved articles.
41. We explained to the Board that in the event DRA did not agree to set the tax rate based
upon all Warrant Articles other than 27 and 28, we would need to file an emergency
petition for writ of mandamus in Grafton County Superior Court, and that we would need
the Town's department heads to provide affidavits explaining the impact on their
departments if the Town became insolvent to support that petition. We asked the Board to
contact the Town's Department Heads and ask them to cooperate with DTC if we needed
them to do so. The Board agreed to do so.
42. We explained to the Board that the Superior Court might find that it lacked jurisdiction of
the matter because of the pending appeal in the DRA/WFD litigation. We explained that
if that occurred, we would need to file an emergency motion in the Supreme Court to lift
the stay for the limited purpose of directing DRA to set the Town tax rate.
43. To the best of my recollection, Mr. Robbins polled each member of the Board
individually to confirm they were comfortable with DTC proceeding to represent the
Town. Each member of the Board agreed that DTC should proceed. No Board member
expressed any concerns regarding our proposed strategy.
44. We advised the Board that they should confirm our retention at their next regularly
scheduled public meeting. The Board agreed to do so.
45. Attorney Maher and I asked the Board how they wished to handle communications. We
explained that we intended to move quickly per the Board's instructions and that to save
time we needed to be able to communicate with the Board collectively. The Board
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12. instructed Attorney Maher and Ito communicate directly with them, and not to
communicate with Town Manager Codling and Assistant Town Manager Jennifer
Boucher. The Board told us they did not authorize Ms. Codling to communicate with
DRA regarding Warrant Articles 27 and 28, that they believed Ms. Codling had triggered
DRA's decision not to set the Town tax rate, that Ms. Codling had lied to the Board about
her communications with DRA, that Ms. Codling undermined the will of the voters
expressed in the 2022 Town Meeting, that the Town Manager disregarded the Board's
instructions, and that they believed Town Manager Codling surreptitiously monitored
their emails. We also asked the Board how they wanted to handle billing. Mr. Robbins
told us to send the engagement letter and invoices to his personal address and he would
address them with the Town Manager.
46. I suggested to the Board that they establish a separate email account. Attorney Maher and
I explained that the account would be subject to the Right-to-Know law and that it should
be used only for privileged communications with us regarding the DRA tax rate issue and
employment issues related to the Town Manager.
47. At no point during our discussion with the Board did they mention that DW was involved
in the tax rate dispute in any way. Based upon the Board's comments, we understood that
DW was not involved at all. The Board did not share with us any documents drafted by
DW, nor tell us that any such documents existed. The Board did not inform us that they
had taken any steps to terminate DW's representation of the Town altogether or that they
intended to do so.
48. Attorney Maher and I understood that the Town, acting through the Board, was our
client, and we complied with the Board's explicit directions to communicate solely with
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13. the Board and avoid communicating with Town Manager Codling and Assistant Town
Manager Boucher.
Post-Retention Actions on the Town's Behalf
49. After the meeting with the Board ended, Attorney Maher asked one of DTC's Associates
to begin drafting a letter to DRA regarding the tax rate.
50. On January 12, while Attorney Maher worked with our Associate on the letter, I called
Laura Lombardi, the Assistant Attorney General who represented the DRA in the
DRA/WFD litigation to discuss the tax rate issue. She returned my call and we discussed
the tax rate issue and its potential impact on the Town. Attorney Lombardi suggested
that DTC persuade the Woodsville Fire District to drop its lawsuit against DRA. I argued
forcefully that we had been directed by the Town to take no position in that litigation,
that DRA could set the tax rate as to all articles other than 27 and 28 and maintain its
legal position against the Woodsville Fire District, and that it was grossly unfair and
inappropriate for the State to use the threat of insolvency against a Town as leverage in
litigation. Attorney Lombardi stated she would take our arguments under advisement.
Attorney Lombardi did not tell me that DW was involved in the issue in any way. Later
that day, Attorney Lombardi called me back with the State Solicitor General, Anthony
Galdieri, on the line. I asked Attorney Maher to join me on the call and the four of us
discussed the tax rate issue. Neither Attorney Lombardi nor Attorney Galdieri mentioned
to us that DW was involved in any way. Attorney Lombardi suggested that DRA lacked
jurisdiction to set the tax rate because the case was pending before the Supreme Court.
Attorney Maher and I strongly disagreed and pointed out that DRA had the sole statutory
authority to set the tax rate, that there was no time to engage in litigation in the Supreme
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14. Court before the Town became insolvent, and that the Court would not thank DRA or the
Attorney General's Office for dropping this emergent crisis in its lap. They agreed to
consider our arguments further.
51. I also engaged in several discussions with Executive Councillor Cinde Warmington on
January 12 and 13 to coordinate our efforts on the Town's behalf. The Board told us they
had contacted Councillor Warmington before we spoke with them. Councillor
Warmington informed me she was working to resolve the tax rate issue and asked me to
explain our strategy, which I did. Councillor Warmington told me that she agreed with
our assessment that DRA was using the Town inappropriately as leverage in the WFD
litigation. Councillor Warmington did not mention to me that DW was involved in any
way or that she had communicated with DW regarding the issue.
52. I reviewed a draft of the letter prepared by Attorney Maher and our Associate. I made
some revisions to the document and signed it. We sent it to DRA on January 13, 2023.
See Ex. 29.
53. Later that evening, we received an email from Peter Roth, counsel to DRA, that DRA
would set the Town tax rate the following Tuesday, January 17, 2023. Attorney Roth did
not mention in his email that DW was involved in any way.
54. I thanked Attorney Roth for his email.
55. Attorney Maher and I immediately informed the Board and Councillor Warmington that
DRA had agreed to set the tax rate. I also informed Attorney Macomber as a professional
courtesy.
56. I had no verbal communication with Attorney Roth and I have never spoken with him.
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15. 57. The first indication I had that DW might still be involved in the issue was an email
Attorney Maher and I received from Assistant Town Manager Boucher after 8:00 p.m. on
January 13th, after DRA had already agreed to set the tax rate.
58. To the best of my recollection, I spoke with Town Manager Codling on three occasions
after January 13, 2024. To the best of my memory, during our first discussion she asked
for access to the email account established by the Board to communicate with DTC
because she believed such access was necessary for her to manage the prudential affairs
of the Town. I told Ms. Codling I would discuss her request with the Board. To the best
of my memory, during our second discussion she told me that the Town had collected the
money owed to the WFD and asked me what she should do with it. I advised her to retain
the money in escrow and not pay it to the WFD until the DRA lawsuit was either settled
or resolved in favor of the Woodsville Fire District. She expressed no disagreement or
dissatisfaction with this advice. To the best of my memory, during our third discussion I
advised her that the WFD declined to drop its appeal in the DRA litigation, and that I had
advised the attorney representing the Woodsville Fire District that there should be no
public criticism of Ms. Codling or the Board due to the Town retaining the money for
Warrant Articles 27 and 28. I felt that I was obligated to protect Ms. Codling from any
such criticism notwithstanding the Board had expressed deep dissatisfaction with her job
performance and distrust of her intentions and conduct. All verbal communications
between Ms. Codling and I were brief, professional and cordial.
59. At no time, either verbally or by written communication, did Ms. Codling suggest to me
that DW had been involved in any way in the tax rate dispute, that the Board lacked the
authority to retain DTC, that she believed the Board had not retained DTC, that she had
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16. the sole authority to retain counsel on behalf of the Town, that the Board lacked the
authority to waive potential conflicts, that the Board had not in fact waived DTC's
potential conflict, or that she or the Board were considering attempting to renegotiate the
payment terms of the WFD settlement. If Ms. Codling or the Board had told me the
Board was considering reopening the WFD settlement, I would have advised the Board
that DTC could not represent the Town as to that issue and that the Town should retain
independent counsel to address it. I never threatened Ms. Codling with termination or in
any other respect.
60. On January 23, 2023, I received a letter from Attorney Peter Roth, counsel for DRA.
61. I considered Attorney Roth's letter to be unprofessional, inaccurate, disingenuous,
inappropriate and intemperate. I was surprised that an attorney employed by the State
would write such a letter as I believed it was damaging to the State.
62. I construed Attorney Roth's letter as an acknowledgement that DRA had indeed
attempted to use the residents of the Town of Haverhill as leverage in litigation against
the WFD, and that he was frustrated because the Town refused to be used in this fashion.
63. I interpreted Attorney Roth's letter as an explicit threat that DRA would retaliate against
DTC and its clients for exposing DRA's misguided strategy.
64. I inferred from the letter that Attorney Roth had been reprimanded by his superiors
because DRA had placed the State in the untenable position of effectively threatening the
Town of Haverhill with insolvency.
65. Attorney Roth expressly acknowledged that DTC had argued that the Town tax rate
should be set as to all Warrant Articles except 27 and 28.
16
CSI'

17. 66. Upon further reflection at the time, I considered the possibility that Attorney Roth's
distress may have been caused indirectly by Ms. Codling. I considered the possibility that
Attorney Roth erroneously believed that Ms. Codling had been authorized by the Board
to challenge Warrant Articles 27 and 28 and the legal existence of the WFD, and that the
root cause of Attorney Roth's apparent anger, whether known to him or not, was that he
had been misled and manipulated by Ms. Codling.
67. I emailed a copy of Attorney Roth's letter to the Board.
68. Attorney Maher and I met with the Board in person on January 27, 2023. The primary
purpose of that meeting was to discuss the Board's impending review of the Town
Manager's job performance.
69. Attorney Maher and I briefly discussed Attorney Roth's letter with the Board. The Board
interpreted Attorney Roth's letter to mean that he had been "woodshedded" by his
superiors for placing DRA and the State in an embarrassing position. The Board
expressed that they were pleased by Attorney Roth's unbalanced response to our letter,
which they believed confirmed their view of DRA's refusal to set the Town tax rate, and
that our efforts on the Town's behalf reflected the level of commitment and
responsiveness the Board wanted from the Town's lawyers. The Board expressed to us
that DW had not acted with the same level of urgency, and they expressed the belief that
the Town's general counsel were beholden to Ms. Codling and shaded their advice in her
favor. The Board told us they were grateful for our independent advice and that we were
very responsive including after hours and on weekends.
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18. 70. By the time of that meeting, we had obtained and reviewed a copy of the Town
Manager's contract with the Town, which Attorney Maher and I found to be
exceptionally one-sided in the Town Manager's favor.
71. Board Member Katie Williams had drafted a written performance review of Ms. Codling,
which Attorney Maher and I reviewed and redlined prior to the meeting. Based upon the
contents of the Ms. Williams's draft review, and comments made by the Board during the
meeting, Attorney Maher and I gleaned that the Board had decided not to terminate the
Town Manager's employment at that time primarily due to the financial impact on the
Town.
72. We advised the Board regarding the Town Manager's contract and their options with
respect to her employment.
73. We advised the Board that in any review or termination process they needed to treat the
Town Manager fairly and consistently with applicable law.
74. We discussed the evidence supporting the Board's belief that the Town Manager had lied
to them about the DRA issue and reviewed the information the Board had shared with us
during the January 12 meeting. We explained that if the evidence demonstrated that Ms.
Codling had lied to the Board then that would be sufficient cause to terminate her
employment but pointed out that there had been no complete investigation of that issue.
75. We discussed the draft performance review with the Board and other aspects of Ms.
Codling's job performance. We described to the Board their options going forward with
respect to Ms. Codling's employment.
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19. 76. We suggested to the Board that they retain Municipal Resources Inc., a municipal
governance consulting firm, to investigate the Town Manager's conduct in office,
including all issues related to her unauthorized communications with DRA.
Other Allegations Raised in the Motions for Summary Judgment
77. On or about January 13, 2023, I was contacted by my partner Chris Boldt, who advised
that he had been contacted by the Town about a potential retention. Attorney Boldt
became aware that I was working for the Town due to the normal operation of our
conflict check system. He asked me if our work with the Town was related to the North
Haverhill Water and Light District, which he had previously represented. I told him that it
was not. I explained to Attorney Boldt that we had been contacted by the Town to
address issues with DRA and employment issues related to the Town Manager, and that
the Board had instructed us not to communicate with the Town Manager. I asked him not
to respond to the Town Administration to ensure we complied with the Board's
instructions and avoid any potential miscommunications. I did not discuss the Woodsville
Litigation with him because there was no reason for me to do so and Attorney Maher and
I had already discussed the issue with the Board. Attorney Boldt agreed to stand down
and have no communication with Town Administration. He sent me an email confirming
he understood the Board's instructions.
78. I spoke with Attorney Boldt again on January 16, 2023, after the DRA had agreed to set
the tax rate. To the best of my recollection, a question had arisen regarding a technical
issue related to setting the tax rate. Attorney Maher was out sick that day, so I called
Attorney Boldt for guidance on the issue. Attorney Boldt and I did not discuss conflict
issues.
19

20. 79. Exhibit 19 accurately reflects my assessment of the Town Manager's conduct at that time
based upon information we had obtained from the Board, including her unauthorized and
surreptitious efforts to undermine the expressed will of the voters, the false statements
she made to the Board regarding her contacts with DRA, her disregard of the Board's
authority and directions, and what I regarded as the frivolous legal position that the WFD
did not legally exist, among other things.
80. With regard to Ex. 20, I believed that we might need to speak with Attorney Aspiras in
the scope of representing the Town on the employment issue. I anticipated that Ms.
Codling might claim that DW told her she had the legal authority to communicate with
DRA regarding Warrant Articles 27 and 28 regardless of the Board's knowledge or
consent. I believed it might be necessary to ask Attorney Aspiras whether he had given
such advice, whether Ms. Codling told him that the Board had authorized her to do so and
what advice if any he had provided to the Board regarding that issue. I also felt it
important to ascertain whether DW had advised the Town whether Warrant Articles 27
and 28 were enforceable as that could form an important part of any investigation of the
Town Manager's conduct with respect to those Articles.
81. With regard to SOMF 45, it was my understanding that Selectmen Knapp contacted me at
the recommendation of Kevin Shelton, the Administrator of the Woodville Fire District.
Accordingly, I believed it was appropriate to claim the representation as my origination
for DTC's internal bookkeeping purposes.
82. I was made a partner at DTC as of January 1, 2023. It was important to me to have my
originations properly assigned. As a courtesy to Attorney Maher, who was senior to me in
CC7(
20

21. the partnership hierarchy at DTC, I wanted to clarify that he was comfortable with my
claiming origination on the matter.
83. As to SOMF 48, I was sensitive to the potential for conflict and felt it important to alert
Attorney Maher to a potential limit on our ability to represent the Town. I was aware that
that Town and Town Manager had argued to the Court and DRA that the WFD did not
legally exist. As I had opposed that argument on behalf of the WFD, and because I
considered that argument to be frivolous and indefensible, as well as deeply damaging to
the community as a whole, I told Attorney Maher that if the Board required us to take that
position we would be unable to represent the Town. However, as described in Paragraphs
30 and 31 above, this potential conflict issue never arose because the Board never
directed DTC to take that position and in fact directed us not to get involved in the
dispute between the DRA and the WFD.
84. As to SOMF 63, I have never seen and I am not aware of a signed conflict waiver
regarding DW's conflict of interest as identified in the Board of Selectmen meeting
minutes of January 9, 2023. Nor have I seen any Haverhill Board of Selectmen meeting
agenda or minutes reflecting that the Board was ever asked to waive or waived DW's
conflict of interest.
85. As to SOMF 65, neither Mr. Garofalo nor any other member of the Board directed DTC
to stop or suspend its efforts on behalf of the Town regarding the tax rate issue.
86. As to SOMF Paragraph 69, I did not give Councillor Warmington full credit for resolving
the tax rate dispute. I credited Councillor Warmington appropriately with helping to
persuade DRA to set the tax rate as she and I coordinated strategy for the Town's benefit.
Neither Attorney Roth nor Ms. Codling ever claimed that Councillor Warmington was
21

22. responsible for the setting of the tax rate. Councillor Warmington is not mentioned in
Attorney Roth's email of January 13, 2023, agreeing that DRA would set the tax rate, nor
in his letter of January 23, 2023. I also note that DTC assumed very significant financial
risk if it failed through negligence to persuade or compel DRA to set the tax rate and the
Town suffered financial harm as a result, and that Councillor Warmington did not face
that risk if her efforts proved unsuccessful. Further, the Board instructed DTC as its
attorneys to take immediate action on its behalf notwithstanding that Councillor
Warmington was using her own best efforts to help the Town. Finally, with due respect to
Councillor Warmington and her efforts on the Town's behalf, she was essentially a
volunteer. If the Town relied upon her exclusively and she was unsuccessful, the Town
would have no legal recourse against her. On the other hand, DTC incurred the
substantial risk of liability to the Town in the event we failed, through negligence, to
forestall the financial catastrophe that the Town faced.
87. I credited Councillor Warmington for her extended efforts so that her constituents
understood her efforts on their behalf.
88. I believe that DTC's efforts on the Town's behalf contributed substantially to DRA
agreeing to set the Town tax rate and forestall financial catastrophe to the Town.
89. As to SOMF Paragraph 69, I informed Attorney Macomber when the tax rates were to be
set as a professional courtesy to her. I am aware of no harm suffered by the Town as a
result of this communication.
90. As to SOMF 72, based upon the content and tenor of the email received from Ms.
Boucher at 8:07 on January 13, I became concerned that Town Administration or DW
might take some action that could jeopardize DRA's agreement to set the tax rate.
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23. Accordingly, I advised Mr. Robbins to specifically inform Town Administration that the
Board had retained DTC and that DW should stand down. I was unaware at that time that
the Board had already directed Ms. Codling to terminate the Town's retention of DW
altogether. I did not learn that the Board had done so until after this lawsuit was filed,
when Mr. Knapp disclosed emails that had been previously omitted from the Town's
production of documents in this lawsuit.
91. With regard to SOMF 77, I spoke with Mr. Robbins on Saturday, January 14, 2023, and
learned that Mr. Garofalo had resigned from the Board. I suggested that Mr. Robbins try
to persuade Mr. Garofalo to remain on the Board and offered to speak with him directly if
Mr. Robbins felt that would be helpful. Mr. Robbins called me back either later that day
or the next day to say that Mr. Garofalo declined to reconsider.
92. As to SOMF 81, Exhibit 10A to the Amended Complaint is an internal email from me to
Attorney Maher that we should consider recommending to the Board that Ms. Codling
and Ms. Boucher be suspended. This email was based upon all of the information the
Board had shared with us as described above, and Ms. Codling's ongoing disregard of the
directions of the Board as expressed in Mr. Robbins' email of January 15, 2023. At that
time, DRA had agreed to set the tax rate, but the tax rate had not actually been set, and
pursuant to the Board's instructions, we had to be prepared to move quickly and
aggressively to forestall any action by Ms. Codling or Ms. Boucher that might jeopardize
the progress that had been made on the tax rate dispute. DTC never recommended to the
Board that Ms. Codling or Ms. Boucher be terminated.
93. As to SOMF 85, Board members Mr. Robbins and Ms. Williams informed me that the
Board was under attack by members of the public regarding the email account we advised
23

24. them to establish, and that they believed Ms. Codling instigated those attacks to retain her
personal dominance ofTown affairs and reassert her control over the Board.
94. Selectman Robbins prepared a statement on behalf of the Selectboard to read at the first
Selectboard meeting after the tax rate was set (January 17, 2023).
95. Mr. Robbins asked me to review and redline that draft statement, and I did.
96. Both Mr. Robbins's draft statement and my revised version are accurate. I made revisions
to Mr. Robbins' draft to further clarify and explain what had transpired. Specifically, I
deleted the"conflict waiver signature" reference in Mr. Robbins' initial draft because there
was no conflict, but merely the potential for conflict. I inserted a more complete rendition
of the "dialogue" between DTC and the Board because it more fully explained the Board's
resolution of the potential conflict issue. I added language that more accurately described
the potential conflict issue and the Board's direction that DTC take no action with respect
to Warrant Articles 27 and 28. I added language to accurately reflect that the Board
communicated to DTC that DW had a conflict that had not been waived as of January 12,
2023, which conflict had triggered the Board's decision on January 10, 2023 to cancel the
use of DW and retain DTC.
97. As to SOMF 104, either Attorney Maher or Mr. Robbins asked me to ensure that the
engagement letter expressly include personnel matters. I had initially drafted the
engagement letter to encompass the tax rate dispute "and related matters" because I was
uncertain whether the Town Manager and/or the public might eventually see the
engagement letter, and I wanted to both protect her rights as a Town employee and honor
the spirit of the Board's instructions that we not communicate with the Town Manager.
24

25. 98. As of August 24, 2023, DTC's invoices were more than ninety days overdue. The invoices
remain outstanding.
FURTHER AFFIANT SAYETH NOT
I hereby swear and affirm under the pains and penalties of perju that th- ements
f
l
contained herein are true and correct to the best of my knowl gec,an lief.
Dated: July 1, 2024
stopher D. Hawkins
STATE OF NEW HAMPSHIRE
COUNTY OF ROCKINGHAM
Appeared before me this 1st day of July, 2024, Christopher D. Hawkins, who swore and
affirmed under the pains and penalties of perjury that the statements contained herein are true
and correct to the'best of his knowledge and belief.
4T541!.tl.
commissioN
EXPIRES
= 1. MAY 3,2028
• 4
:
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.*:
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otary ublic/Just ce
25