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Special Bd. of Aldermen — 10/26/15 Page 2

session with the Steering Committee to discuss how best to develop an operational business model. We also
engaged a new market tax credit consultant to help us assess and develop a plan for securing new market tax
credit.

Where are we at right now; so first and foremost we have the Steering Committee working and meeting
regularly and | wanted to just also encourage everyone who has an interest to get involved. We want everyone
to feel as though they can participate and be involved in the conversation. At the end of the day | say to folks
that this is not my Performing Arts Center, this is the City of Nashua’s Performing Arts Center, so we want to
make sure that everyone feels as though they are invested.

Operations — We have met with various communities and we have discussed differing methods on how
performing arts centers are operated. We reviewed differing RFP’s there were issued and contracts awarded
within the last few years relative to management and operations of performing arts centers. We have
continued our engagement with Duncan Webb, our performing arts center consultant, we have spoken to him
on a couple of times this summer to gain his advice relative to constructing an operation business model. We
have developed a strategic guiding document to help craft an RFP and to develop the operational guidelines.
We have developed an RFP that will be released this week and | am hopeful that responses will be due at the
end of October, seeking a third party operator.

Relative to design, we released an RFQ for both construction management and architectural and engineering
forms; we received 10 responses from construction management firms; 12 responses from architectural and
engineering forms. On October 8" a meeting will be held with a subset of the Steering Committee to review
the various responses and to plot the next steps. Ideally we will have a firm selected by mid-November.

Relative to the fundraising, in the report that goes into much greater detail will outline that the working group
has a high level of confidence that the project will secure approximately $6.5 million in private sector funding, a
projected $2.5 million through private charitable contributions and CDFA tax credits, and a projected $4 million
dollars from the sale of New Market Tax Credits.

In partnership with the working group Full Circle Consulting developed a case for support to tell the story of
why Nashua’s Performing Arts Center is a worthy and charitable support and then met with 30 individual
businesses, institutions of various backgrounds. That is the document that you have in front of you this
evening. | also want to make sure that it is clear that the various stakeholders that they met with were not just
downtown merchants, that this was a broad cross section of business owners and stake holders throughout the
entire City. 33% of those interviewed for this study described themselves as already involved in the arts, and
in Nashua and 63% owned or lead a business in the area and 60% described themselves as actively
interested in the future of downtown. 13% were all three. Those interviewed for the study were asked if they
would consider a contribution in support of the campaign, 56% said yes, 22% said maybe and 22% said no.

We are at essentially the campaign strategy phase of the document, or | should say the lead gift phase of the
campaign. That is essentially where we will be looking to raise approximately 70% of the targeted goal. So we
are transitioning into that lead phase now and as | just outlined we are in the campaign readiness phase, we
are moving towards the lead gift phase and then we will be moving to the major gift phase, the public phase
and then the appreciation phase to secure that private charitable individual contribution of approximately $2.5
million dollars.

The one thing | want to make sure | also point out is during the lead gift phase and the major gift phase, those
are quiet type phases, what do | mean by quiet? There is not a lot of discussion or public talk because those
are individual conversations with usually high net worth individuals or businesses or foundations where you are
looking to secure the commitment.

The bottom slide there, and | will change that for when it gets put up on the internet to white font but it basically
outlines the time line and the chart.

Special Bd. of Aldermen — 10/26/15 Page 3

Relative to the $4 million dollars, City staff and the New Market Tax Credit consultant have begun the process

to apply for and secure an allocation of a New Market Tax Credit, the expectation is that a letter of commitment
in the second quarter of 2019 would be forthcoming and cash would be available by the end of 2019. There is

a Memo in your packet that outlines this in greater detail.

Next steps — it is imperative that we continue to position ourselves and focus on obtaining the New Market Tax
Credit; to do that we need to be successful relative to the design and operations. We need to make sure that
we have those details finalized. We need to transition into the lead gift phase which is a quiet phase as |
previously outlined to secure somewhere between 60% and 70% of our target private charitable contributions.
And lastly we need to continue working with the Steering Committee. So there is a conceptual rendering of
what we are looking to achieve, and again this is just an artistic rendering and it is conceptual in nature, the
details may not stay the same but | wanted to remind folks of what we are working for relative to 201 Main
Street.

Before | finish out the presentation, | just want to make additional comments to help further clarify different
things or express some sentiments that had been brought up along the way.

First, people have been talking about the time and the timeliness of where we are at. | want to just remind
folks that we need to do this right and to do this right, we needed to take a step back, we needed to assess our
situation and we needed to do our due diligence. And in fact during the feasibility stage of the assessment, we
heard from the public and from the various stakeholders that it was vital that this Performing Arts Center was
“done right”. So that is the exact approach that we are taking. So we are taking a comprehensive approach,
we have hired a professional and we are looking to follow the advice of someone who has done sophisticated
fund raising type campaigns. Ultimately we need to do it right.

Another issue that we’ve heard that | wanted to make sure | made clear is the public and various stake holders
we’ve engaged have made it very clear that the City needs to step back and allow for the community to
actually take hold of this. We very much understand that the City cannot run this Performing Arts Center, we
are working towards a business model where that will not be the case . And even so much as having the
community support for the fund raising needs to be led by a bunch of community stake holders. So moving
forward in particular, | will be taking a step back, | won’t be so much the face of this initiative anymore, | will still
be there to support and to help bring the project forward, but it will be led by a group of various individuals
including Tracy Hall, President of the Chamber of Commerce, Judy Carlson who is with us, Marylou Blaisdell
who is us and then Trish Klee who is a member of the Board of Aldermen who has also stepped up and
worked very hard this summer to bring this project forward through the working group that brought this
feasibility study before you this evening.

A couple of other things that | want to make | make clear, this report will be on-line so | will put it up this
evening. | want to make sure that everyone understands that there will be a Facebook page developed now
and so there will be a way for us to produce information and put information out to the public. So the Nashua
PAC will go live this evening and that will be, again, a way for folks to either directly communicate with us
through a private message or for the differing steering committee to push information out to the general public.

Two last comments, | have a couple more comments, but two other comments | would like to make sure |
make; one — we need to continue to stay positive relative to this project. | bring this issue up because we are
engaging with some pretty high level individuals and organizations and they are pretty sophisticated and we
are courting them. If they get any sense of trepidation on our part, it is going to make our project more difficult
relative to the capital fund raising needs. So | want to encourage us all to continue thinking about and acting in
a positive manner relative to this project; | know it has been frustrating for everyone involved because of how
slow it has been. | totally recognize and | am very much aware of that and we will continue to be diligent but
move this expeditiously along as quickly as possible.

Special Bd. of Aldermen — 10/26/15 Page 4

The next thing is that | wanted to make sure that we are talking about something that is essentially in its nature
a startup. And a startup in its nature will need to change and adapt and evolve and change isn’t necessarily
bad and it is in fact ok so long as we don’t lose sight of our goals. So some of the details will evolve and they
have evolved from when we first started, and just as long as we stay true to the goals that we have outlined at
the beginning we will be able to be successful with this project.

| will conclude my comments with that, Mr. President. | am sure that there are questions.

Alderwoman Melizzi-Golja

Thank you Director Cummings. And thank you for the information and the Full Circle packet. In reference to
the memorandum that you gave us regarding New Market Tax Credit financing, and a conversation that we
had when the Operations Group met, we had talked about a 501(c)3 needing to be established. Are you ina
position to talk about that this evening or would you rather that information come from the consultant.

Mr. Cummings

So if | may Mr. President. | would actually defer to the consultant who | am hopefully have come in sometime
in October to meet with the Steering Committee to talk about an overview about how New Market Tax Credits
are structured or an overview of how the program works and then in particular his recommendation on how this
deal should be structured. | am by no means a New Market Tax Credit expert, they are very complicated. |
knew very early on that if we were going to pursue this type of program that we should get some outside
counsel and he is going to be available to us to help walk us through the nuanced details of how the program
works.

Alderwoman Melizzi-Golja

Thank you.
Alderman Jette

Thank you for this presentation. | have received some inquiries from people who saw Mr. Teeboom appear
before the Planning & Economic Development Committee. They were interested in some of the comments
that he made and | wonder if you are in a position this evening to reply to any of that?

Mr. Cummings

Well that is an interesting question. Am | in a position to answer any of those questions? | could answer those
questions, | feel as though by doing so would lend some sort of credibility to them. | don’t know if that is
necessarily the best thing. A lot of the points that were made have been brought up time and time again and
have been addressed and | don’t know if those answers are satisfactory or what not so they keep being
resurrected. Relative to the construction cost figure, all | can say is we put out through a third party
construction estimates through Fennessy Consulting. Fennessy Consulting is a professional cost estimator,
that was verified by the architect who was procured, Bruner / Cott, that architecture firm looked at this and so
you had two checks there and then we took a third check and added a local construction management firm
who knows the area, do a review. So you had three reviews of the numbers that were produced and | think the
document that was referenced was an older document, there was an updated document in February that
showed that something along the lines $11 million dollars in hard construction costs is what was going to be
necessary. So that is one point.

| guess the second point is this idea of design build, | would suggest was always part of the logical thought
process on how you'd approach this project, that is the reason why a construction management RFQ was put
out at the exact same time as an architectural and engineering RFQ. If we were going to do a design bid build

Special Bd. of Aldermen — 10/26/15 Page 5
type process, we would have only have put out architecture and engineering type of RFQ. That was not the
intent and then even in the memo that is before you relative to the New Market Tax Credit, there is a reference
to gross maximum price type contracting for a New Market Tax Credit. That is the exact type of contract that is

going to need to be entered into. These are not new concepts, these are just the way the construction industry
works and we were planning on following that type of process.

Alderman Lopez

As we are creating a non-profit, is it a precursor to being able to accept the New Market Tax Credits, because |
am just wondering non-profits don’t always start on time. They have to get approved by the IRS and there are
articles and by-laws. So is that something that might hold it up, is there an existing non-profit that we could
use.

Mr. Cummings

Mr. President if | may? In one of the documents that you have there is a strategic guiding document that
outlines that we should develop a strategic partnership with City Arts Nashua and we will be looking to execute
upon that in the next couple of weeks.

Alderman Lopez
Ok | am very relieved to hear that.
Alderman Jette

| have another question. You talked about raising money through these tax credits, a lot of us are not familiar
with tax credits, the fact that they are tax credits, it is still private money that is coming forward right?

Mr. Cummings

Yes.

Alderman Jette

Could you explain a little bit about that.

President McCarthy

If we are going to have a presentation from the tax credit consultant I’d rather do that there because it is a
lengthy topic.

Alderman Jette
Ok.

Alderwoman Melizzi-Golja

Yes thank you. Director Cummings, thank you for including the strategic document around an operational
plan. | know a number of us around the horseshoe have been involved in looking at the samples that were
sent and in providing input, probably more than Director Cummings really. One, in putting this together but |
think when you look at this and | know it will be posted with the minutes, it speaks clearly to the City not
operating the Performing Arts Center but that it will be operated by a third party private operator, which is what
we certainly heard loud and clear when there was conservation a year ago about this project.

Special Bd. of Aldermen — 10/26/15 Page 6

| think it is important to know that, and for the public to Know, that was heard and that is what is being put out
there. It will be privately operated with accountability to a Board. The City will not be involved in the day-to-

day operation or programming or set designs and lighting and all those technical aspects that we don’t have

expertise in.

Mr. Cummings

Just one final comment, | wanted to make sure | put it out there to the Board of Aldermen to the general public,
that if people want to get involved and you want to volunteer or in some way contribute your time, resources,
we would very much welcome that. We will have the Facebook page available if you want to reach out to us or
otherwise you can contact me and | would be happy to align you with the appropriate entity depending on what
your interest level would be.

We would very much love to see volunteers get engaged with this project. We would welcome that, thank you
Mr. President.

President McCarthy

| would just like to comment, it is sort of unfortunate that the project has had to be a little quiet; the fund raising
effort had some initial feasibility work that had to be done. Again the next phase of it is identifying some major
donors. There is the temptation to just run out and do these things and | think it was utterly important that we,
as Director Cummings said, step back and do it right. | want to thank Director Cummings first of all for all the
work that he has put into it and also the members of the Steering Committee. | hope that | don’t forget
anybody, Mrs. Hall, Alderwoman Melizzi-Golja, Alderwoman Klee, Alderwoman Wilshire, Alderwoman Kelly
and Alderwoman Schmidt have been in there with the meetings. Also, Mrs. Carlson and | see Mr. Lannan and
| think | saw Marylou Blaisdell back there somewhere, all of whom who have been heavily involved in the
Steering Committee work so far.

The Operations Committee, as Alderwoman Melizzi-Golja said, gave Mr. Cummings more than enough input to
work up the RFP and | think we have finally come to a fairly good structure for that. We are going to next take
on the architect and construction manager selection and | think the fund raising committee has gone far ahead,
and from what we see, this is actually a serious project. There is real commitment of money to make this
succeed. There is a structure to make this succeed and | think it is going to result in something that will be a
fantastic addition to our downtown. So thank you all who were involved and please, everybody keep it up.

Alderwoman Kelly

Sorry | know you were wrapping up. | just had a question about the combined $6.5 million, I’m not sure |
understand how that works. But you bring up a good point, so the capital campaign says $2.5 million, what is
that combination?

Mr. Cummings

So if | may Mr. President. The sources are essentially 3 or 4 depending on how you look at it and how you
want to account for it. You have private individual contributions, you have foundations, you have tax credits.
So the $2.5 is looking to be generated through a combination of CDFA State of NH tax credits and
contributions from private individuals or corporations. Separate from that is another source, which is a New
Market Tax Credit which is private funding and that is very similar to the CDFA type model except it is a federal
level type program.

Special Bd. of Aldermen — 10/26/15 Page 7

President McCarthy

That is an anticipated $6.5 million dollars’ worth of credit funding, not including the endowments, correct?

Mr. Cummings

Correct. So | want to be clear on this point, so the credit will be potentially just under $6.5 after you take fees
away, you are probably somewhere around $4.2 in that range and then that is the cash that is available for the
New Market Tax Credit. Then the $2.5 would be a combination of CDFA tax credits and/or private
contributions either from individuals, businesses, or foundations. As a total it would be $6.5.

Alderman Klee

Thank you. | just wanted to thank everybody that has been on the committee and | can tell you that | have
given them a hard time as to when are we going to start doing the funding, when are we going to do this and or
that, because | get the phone calls. | learned very quickly how the process has to go and it was difficult to get
through my brain that we don’t just go out and put our hands out and ask for money. There has to be an entire
process. And | really want to commend Director Cummings for his steadfast hard work on it and the rest of the
Committee members, so thank you.

Alderman Tencza

Thank you Mr. President and thank you Director Cummings for being here. If | could each one thing | think he

said which everyone in the City should pay attention to is that we should all be positive about this. And | think
that giving folks more information about the project on an on-going basis helps people to be more positive. So
thank you Director Cummings for being here tonight and giving us this presentation.

If | could just ask, | think the tax credits is a big part of this and probably if we could schedule another one of
these sessions in the near future so that the Board as well as the community can understand how that is going
to work and how that is going to affect the financing for this project, | would suggest that is another good idea
to keep people informed and positive.

Alderwoman Melizzi-Golja

Yes and to that point Director Cummings, | don’t know if it possible, but when the consultant comes to speak to
the Steering Committee, is it possible to do that, where it could be joint Steering Committee/BOA or do a follow
up presentation to the BOA.

President McCarthy

| think we can do it either way. The consultant is reasonably local as | recall. So it is not hard to schedule
meetings.

Alderwoman Melizzi-Golja

| just think it might be helpful for people to hear the same thing at the same time and for the community to hear
that also. Sometimes you do a presentation a second time and leave out some of the details that help people
better understand.

President McCarthy

We will work on that. Any other business?

Special Bd. of Aldermen — 10/26/15 Page 8

ADJOURNMENT

MOTION BY ALDERMAN WILSHIRE TO ADJOURN
MOTION CARRIED

The meeting was declared adjourned at 7:04 p.m.

Attest: Patricia D. Piecuch, City Clerk

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