Exhibit C
PROPOSAL TO PROVIDE NEW MARKETS TAX CREDIT CONSULTING
SERVICES TO CITY OF NASHUA
RFPO265-0220i18
PROPOSER: William C. (“Niel”) Cannon, Finance and Development Consultant
29 Old Bristol Road, New Hampton, NH 03256
(603} 496-0214
Sole Proprietorship
EIN: Not Applicable (Sole Proprietorship). Proposer will furnish W-9
and Social Security Number upon specific request of the City of
Nashua.
CONTACT
INFORMATION: See Above.
2. Prior NMTC Eni
a. Narrative of Experience. The Consultant has extensive experience in working
with the NMTC program, commencing In 2006. As demonstrated in EXHIBIT A,
attached, such experience has included working on 11 projects for which over
$94,000,000 in NMTC sub-allocations have been awarded or reserved. Eight
different CDE’s have participated in these projects. Nine of these projects have
closed, one is pending closing, and one project was withdrawn due to more
favorable financing terms.
In addition, Consultant is currently working with two clients with projects that
will require $41,000,000 in NMTC sub-allocations.
There are three projects that highlight the Consultant’s experience in the NMTC
program.
Plymouth Community Health Center ($3,500,000). While serving as
Executive Director of CROC in 2006, Consultant created a non-profit of
CRDC to build and lease a health center in Plymouth, NH. This project
was conceived in order to address a significant shortage of health care
services — particularly for low and moderate income residents - of a 12
town region. it was funded by several sources, including an NAATC
allocation from Coastal Enterprises/CCML, a Community Development
Block Grant (CDBG) that was passed through the NMTC leverage mode,
and a Leverage Loan from a consortium of three local banks. Most
significantly, these banks also served as equity investors and purchased
the NMTC’s for the project.
Mr. Cannon worked on all aspects of the deal, including conceptual
planning, deal structuring, financtal projections, closing, and construction.
The project has been closed out and project tenant (Mid State Health
Center) purchased the building for a discounted price {e.g. balance of
bank debt) in 2013. This wos the first NMTC — assisted reaf estate
development project in New Hampshire.
Littleton Food Cooperative ($6,800,000). The LFC was committed to
utilizing NMTC in order to finance an expansion of its facility. However,
Staff leadership and an all-volunteer Board of Directors was having
difficulty grasping the intricacies of the deal. At the Suggestion of the
CDE (Mascoma Community Development} the LFC retained Mr. Cannon
to assist in structuring the financing and addressing some key unresolved
issues, including:
© The need to refinance an existing first mortgage. Mr. Cannon
was able te convince Leverage Lender to include pay-off of first
mortgage as project cost, subject to additional sub-debt (see
below).
© The need for additional debt due to LTV concerns. Due to a low
appraised value, Leverage Lender could not finance 100% of the
required loan amount. Mr. Cannon organized three non-
traditional lenders (NH Community Loan Fund, Grafton County
Economic Development Corp., and NH Charitable Fund) to provide
$1,000,000 jn subordinated debt via the Leverage Lender.
oO The avoidance of COD tax liability upon completion of the 7 year
compliance term and “forgiveness” of NMTC debt. Mr. Cannon
worked with tax counsel to structure a deal that minimizes LFC tax
liability at wind-down.
The project closed in 2016 and construction is complete.
® Cheshire County Courthouse {$10,400,955}, This project was a major
Pricrity of the CDE {New Hampshire Business Finance Authority) due to
the threat of the Courthouse moving out of downtown Keene. However,
local project proponents had made no progress — after more than a year
of trying — to move the project forward. As a Consultant to the CDE, Mr.
Cannon was tasked with finding creative solutions. That solution
included a unique (at the time) deal structure that allowed General
Obligation/TIF bonds to flow through the model as a part of a multi-
sourced Leverage Loan. In addition, we made the City the Master Tenant,
thus allowing the bonds to preserve their "public purpose" and creating a
vehicle for "rebating" property taxes. The project financing closed in 2013
and construction has been completed.
b, List of Clients/Services Provided. Please see EXHIBIT A for list of NMTC clients
and services and EXHIBIT B for general background and experience.
fing/Fee/Expense
a. Method for Conducting Services. The key elements to providing the requested
services are communications, education, and coordination. More specifically,
the Consultant plans to communicate on a regular basis with the City staff and
other stakeholders In order to provide updates on project progress and receive
necessary Input. Moreover, the Consultant will brief stakeholders on the deal
structure as the process evalves. Methoc’s of communications can include 1:1
and group meetings, teleconferences, and e-mail updates. Consultant will rely
on City staff to identify appropriate stakeholders.
Consultant recognizes that the method of financing the Performing Arts Center
may put a significant amount (515,000,000 +/-} “at risk”. Moreover, the
intricacies of NMTC deal structuring are often difficult to grasp. Therefore, there
is a need to educate stakeholders and public officials about the NMTC program
and how it, in this case, it will ameliorate City risk and reduce final costs. To that
end, Consultant will be available to attend workshops and public hearings and
prepare and present materials that explain project details in a Straightforward
manner.
Finally, the Consultant will coordinate the activities of the City “team” working
on the project. This will probably take the form of weekly teleconferences or
visits with appropriate City staff as well as the applicant entity (to be formed).
These conferences will be expanded to include NMTC counsel at the appropriate
time.
More specific tasks include the following:
© Initially, the Consultant will focus on the creation of 2 project profile. This
document, which will become the basis for “selling* the project to
potential CDE’s, will focus on the following elements:
o Acompelling narrative that focuses on the need for the project,
its economic and community impacts, and its consistency with
NMITC program goals.
© Adeal structure, including detailed budget, flow of funds diagram,
financial assumptions, debt service calculation, and cash flow/DSC
projections. In accomplishing this task the Consultant will utilize a
financial model that he has developed and uses successfully over
several years.
This profile will be circulated to several CDE’s, including, at a minimum,
Mascoma Community Development ($23,000,000 in unallocated credits),
Citibank (new allocation of $65,000,000) and Massachusetts Housing
Investment Corp. (new allocation of $65,000,000). Follow up calls and
visits will be made to key contacts in these organizations and the profile
will be expanded to include discussion of project consistency with CDE’s
mission-specific objectives.
The project profile will also be circulated to US Bank CDC, which, in
addition to being the largest investor in credits, recently received a
$70,000,000 NMTC allocation.
® Ongoing modifications to the deal structure/model as financing details
emerge.
® Identification/formation of NMITC entities:
oO The Leverage Lender. This entity would receive bond proceeds
from City and lend them through the NMTC structure via an
Investment Fund ("IF”]. It would also collect Payments of interest
and principal from the IF.
& The Borrower/applicant entity (“Qualified Area Low income
Community Business” or “QALICB*). Ideally, this borrower would
be a non-profit entity in order to avoid COD tax fability. Further,
it would likely be an affiliate of the Leverage Lender. [t would be
the building owner.
o Master Tenant. This would be the City of Nashua, which would
serve a limited purpose solely to preserve the “public Purpose’ of
the bonding and, if necessary, allow “rebate” of Property taxes via
payment of administrative fees to QALICB.
o Sub-Tenant. This would be the operator of the facility. It would
Pay rents and fees to Master Tenant, which would pass them on
to QALICB. QALICB would then pay debt service and other costs
from this revenue stream.
® Procurement of legal and accounting services. Based on past experience,
the Consultant will provide the City with recommendations for retaining
NMTC counsel. The Consultant has worked with several lawyers whose
fees are reasonable and have strong working relationships with various
CDE's. it may not be necessary to retain accounting services, since: (a) the
Consultant will provide initial projections and modelling whereby input
from City Finance Department will be sufficient; and (b) the participating
CDE usually reserves the right to retain its own accounting firm, at the
expense of borrower.
® Assistance in closing transaction. The Consultant will work with legal
counsel to close the financing deal. Usually, weekly teleconferences,
involving all the parties, commence 6 — 8 weeks prior to closing.
Consultant will work to coordinate these calls and follow up on checklist
items. He will also review and comment on key documents in order to
identify problems and bring them to the attention of counsel. The goal
here is to control costs by focusing counsel time on drafting and review of
documents rather than doing follow-up work that can be done by
Consultant or others.
b. Staffing. Mr. Cannon will provide services far all phases of project. See EXHIBITS
A and B for Qualifications.
c. Fee for Service. The Consultant proposes a maximum fee of $63,450, based on
an hourly rate of $135.00. Estimated fee breakdown by task is as follows:
Sarvices Hours : Fea
General Consulting 150 $ 20,250
NMTC Allocation 150 S$ 20,250
Investors 50 § 6,750
Legal/Accounting 0 §
Closing 130 $ 16,200
TOTAL: 470 S 63,450
Consultant recognizes that, if insufficient progress is being made towards
securing an NMTC allocation, the vrark of the Consultant may be terminated
without prejudice.
d. Expenses. Mileage expense will be charged at the Federal rate (currently $.545).
Conflict of interest
Ido not believe that the representation of the City of Nashua or like organization would create
any potential conflict of interest, or appearance of impropriety, relating to other clients or
customers. However, if selected by the City for the proposed work { will disclose my current
client work, including that client identified as “CONFIDENTIAL” in EXHIBIT A. To the extent that
the City of Nashua may determine that there is a corflict | will withdraw this Proposal.
Respectfully submitted
WiliawC. Cannow
EXHIBIT A
‘WILLIAM C. ("Niel") CARTON, FINANCE AND DEVELOPMENT CONSULTANT
NEW MARKETS TAX CREDIT PROJECT EXPERIENCE
CUNT
PROIECT TTILE/LOCATION
DATE COELyy/ Arvourtt RTC livestars Statw Sonmukant Rati soeantea
Capital Segiona] Development Coundil Cosskal Enrterprises/ Frankin Savings Bank Approved and Cinaad. Project tee Ad Executes Dfreckor af CADC | was raapondlhte for ai@aspecta oF tha
Fiymoath Community Health Canter CCM. § a,500000 woodsville @: Sank F Mea 7 yerr compl prdkitct, Indunting the aaurnibly of a theos-bank tae ta peres ax bath
tymearth, Hew Kampahire Community Guannty Sevings paxtod end facitity was andy For landers and Investors. This project, which seu the frit commercist
208 outstanding debt) te senant Mis rel eatate deat in New Hameshing, hes won satel ewarcts within the
State Haxtth Canter}. AMT and cormmunity davedeprient takis,
Capteal Rapcrel Cevedepment Cawmell Cousta! Enteroriseny USBankene Approved and chosad. Project hue
Claremont Mills Redavalaproent CoML 18, s0g,a00 yest oh J CROC In conjunction with struttotita
Chanemorh, Naw Haepsnire petiod. Tenants indade aed Alvar erfsshedebt In this deal, yhich brwahyed berth HTC's end MGMT,
anor Canputtrs and Gemmen Man 7
omroa Restaura rt #0 bit. si
Spaare Memorial Hospital (S044) Coastal Mniterprises/ US an cont Approved eid doged. Projecthw = Provided full array of MIATC services to clierth, reloding: {2
Mudie} Hffiew tullding coh, $ 9,400,000 qleted 7 year Ht afreyodetng commitments trom Leverage Lender, COG, ancl
Phymouth, New Hampshire period and by fully occupied, NATE wqulty trrvtesteer; (2) creel structuring: (3)
20g seheduing/budgeting/ coordination; and 44) musizting leyell counsel
Se = a = aS ASG FO aoe a een em
feew Hamechirs BFACDE WHBFA COP: 5 9,400,000 U5 Bank CoC Approved tie elected, Project has
Sank! Hinek Radavalopmant. MHIC CUE: 3 9,118,000 Sonpheted 7 yee compiiance Seread as ODE repracentutive i avwhartiny Invastmant and
Coneurd, Mew Hampshire 4 19,548,006 perled ard b fully occupied, ayeernbing financing for this aroject, which Involved constructiian of a
qo1c Prinany torant Ie Cancard 79,000 square foot office bullsing on an undarused parcel on South
Heapital. Mah Streat, end rae recommendations to tha CUE Advisory
Committee, Provided guidance to Borrower [Saye Bioeie,
Lt (Stephen Duprey) th deal structurii, procured Massachusetts
Heualng Invexcaern Corp, as exeand CDE, enordingted COE gcthities,
_ 20d wird with COE ler! enunse] throuet closing process,
Rirw Hampshire EFACOE WHBFA COE: $ 20,500,000 US sank COS Appirearved and deand,
Sarl Dlepewer OM: $ W701 Conatruction hzabeencompleted Served as O06 rapresontathve in avalusting profect, which Invatved
Bertin, New Rampshire Empowerment bos! facility Is fully opeiretional. Sorstruction of #73 NW woodfuslad pawer plant onthe site of the
411 Rolrrnisinant Fond = 9 3,510,000 NMITE compliznes parkid will former Freese Peper fl, Mederscommendations to the CDE
REC Sonm Dev, & 450082 ‘Alzas oat la 2012, Adviaery Committers. Provided guidance to Soreaver erin Sention
CTA GUE: LLC) in dee! ktructuring, coordinated activities of 4 ather ODEs end
$ 84, LL worlred with CDE lage counsal through chesins srancas, THs won A
vary complex project thet required coordination with tand edurstign
af afl funding parties, ax total project coat was $770,000,000 anid
NMITC wer valy e oxstion of coal an
Miry Heigahire GRACDE NHBFA COE $ 26,950,000 15 Bunk Coc Approved sad dosed. Server as COE representative ieceshictnc Investrrent and
Aeveraritet Rally Rehabil ttxtion Conrtretion hz bean cemplted = ssesnblng financing forthia prajuce, which Imehadd mebeat use
Newercriat, Sew Hampshire and faci¥ty Is fully occupled. {resid ential and commande! ovited fretail) rata of wn storie enilt,
Ta KeMTC compliance period will Mads recammandations tn the CDE Advisory Committies, Proviiad
clave cut In 2088, Guidanes te Korrower (Newmerkot Mile LLC/EAs Chisburg) fn died
Sructuring, lacuding Histerde Tax Credits, enmuaged project
thedulngfhutget review, xtc. ond worked with COS legal enunce?
_ through clown process,
New Hampshire BRACE HBA CEE: 3 TEN) US Benk COC Appttaned and chowad. Served 65 COE representative I evaluate invertrrent and
Bind exy Aad evelopment Projet Aa Markets fav. Construction hasbeen completed «© axeambting finuneing for this prefect, whish [nvatved construction of a
doncond, Mew Hampshire CDR: $ 7,500,000 and fealty is Fully ovenpled 86,000 square fact office buliding on an underused parcel on Seutis
2012 $ 15,000,000 TMTC rampdanee perked wall Main Street, ond malig recommendations to tha Coe Ahiuary
clase out i 2018, Committee. Prnvided cuidaniee te Borrower [Gidary Lt /stephen
Duprny) In deal seructuring, sodrdingted COE mctivities, ard waarbad
eth COE beprl counsel threugh closing proces,
CuaNT
PEORIT TTUYLOCATION
tit ae a a fh inept ems ks et asa RA AT Sekar Soonen fete
Seaaec ane ER Te Teroet tat ae
‘Cheshire County Courthouse PARIC COE: 4 Construction hawbecnctraploted — ganse pe COE “ayrevenitative in avahsating Investment and
rene, Neve Hompahire 4 sued fac ty de Ralhy occupied. assembling franca tor this project, which involved constractton of a
aut FAITE complance period will 48.060 square toot coathausa Midowntown Keene. Snea thls project
Hose out in 290, wera thigh prlovity of NHBES EDE but the barruwar (13 Soure sereet,
LLC/MEDS} had not kaon abi to gut together an wsceptable deal, und
heed beet Aeutaring tor aver a year, los tesked with finding
erative xolutions, ‘That schition Inchudee a urilque (at the Hiri} etal
itructurs thet ciowed General Oaligstion/TF bonds ta Rew Kvaugh
‘the model as spantofs muh-sourcnd Laveraye Loon, | meee, 48
trad tha City tia Master Tenant, thr aliewing the bord ty pr wae
that “pulls purpove" znd creatiyea velice for “rebating” property
= ee — prveeadidammnbant et as et
Srepiten Duprey Mascoma SDE 4 20,000,000 U3 Bank CA ‘Within dua te bettertenns Adyitad devsiogor an NMITC deal strectire and projecthons for
Marvimack County Courthoure Praedldana) without MMTS. badid lease propedal, This apargegh wey akemdoned when Stat:
Concodd, Naw Hernpabire bonded profact on better tema tran MMTX deal ecuid provide,
2015 - 2026
‘Thtlstan Pood Cooperatives Tescore CDE 3 ApaMved Ane aged, Project involved construction af mn addition to axdzting taelltty,
Litlatan, New Hampehire Construction ties been eompleced © Conmyitont provided AuNarrey of NMITT serviens 40 Zenit, inches
7016 ond FadlEty ln tuly-peeupled, 1h) promuring/negattathy commitnrants from Lever Lender, COE,
ANTE compliance period will and UMS equiky Investor; (2 deat structurins: (9)
lesa ast ty 2023, schudullen/nueatngycacrlination; and 44) aualeting lage] counsel
uh hoa!
Cepitol Center far the Arz/Stephen Dupray Mascot COE $ Eipectad te dose within Project (nvpiea rahnuritatien of the hitters Ccncard Theatar, which
New Concord Theatre months. Fursiing commitments chosed fn 1585, The S0C-eeat thexter Wa Herve as an attensate venue
Concord, Naw Harnzahine rocelved. for Caphhel Ganterfor tha Arta, Consuitant 6 anayiding fu array of
2017-2008 NMTS atoostion it reserved, NMITC carvices to cent, inckading: {3} procurine/negatiating
Comnutments fret Laveracy Linder, COE, cad NIT equity reestor
(2) deal nas GAY oly nan fi ane £4)
esaisting legal couneal through casing process.
"Sa Prejests wah: Aboention Awerda or Rasen : S Projects Ciena
1 Project Paneling
1 Project Witharwemn
Confidential client Tab 3 In Process Corraethy aadoting © major developer in assessing the Ute of
Office Balti GoyMo Go dechion expected NMTC'r ond HTS for purchasa a rebebistrtion ef altout 60,000
Connord, New Heripchira by March 84, 20018, sdudre Fees in dome Concord. Prokeet Involves both
abi 7 srasting and projzeved tenants in three mafor bukdings.
‘Diy at rantings Chinburg ¥ _ : InProceas, Agravation far Currant hy working taith city cf Prankin ard a major developerin
Atevera Mill Redevalasmane sssauning porsible MMTC' and HTC's tor mixed use raha liitetian ef
Feanklin, Aner Hartapablns aq hletorte enfin the downtown aren,
a
2 fe Process 8
New Marnpton, WH 02255
{802} 455-0274
Education
American University, Washington, D.C.
M. A., American Government/Urban Affairs, 1970
Johns Hopkins University, Baltimore, Maryland
B. A., Political Science, 1967
Experience
Mr. Cannon has accumulated over 40 years of experienca in communiiy based economic
development.
He has participated in the implementation of a wide variety of development projects,
including the construction of business parks and facilities, downtown revitalization, and
transportation improvements. He has assembled complex financing programs involving
federal and state grants, tax credits, industrial revenue bonds, local revolving loan funds,
and secondary market participation.
While employed by the federal Economic Development Administration (EDA) from 1971
to 1982 Mr. Cannon served as State Director for New Hampshire and Vermont for six
years. He worked very closely with Federal, State and iocal officials and representatives
of private financing institutions. Mr. Cannon is widely respected for his knowledge of the
New England economy and in January 1980 was appointed as Co-Chairman of the New
England Task Force on Rural Development. The purpose of this task force was to
coordinate and implement the White House Rural Development Policy
For eight years (1982 — 1890) Mr. Cannon served as a Consultant to a wide variety of
clients, including municipalities and local and regional development corporations. His
activities included planning and feasibility analyses, capital improvements planning,
implementation of urban revitalization projects, and fiscalveconomic impact evaluations.
His knowledge of federal and state grant programs (primarily EDA and CDBG) allowed
him to access over $5,000,000 in grants in support of economic development activities in
eight communities.
