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Nashua Performing Arts Center -- NMTC Term Sheet Confidential
October 14, 2020

WAIVER OF JURY TRIAL. EACH OF INVESTOR, PROJECT SPONSOR AND BORROWER
IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS TERM
SHEET, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS TERM SHEET, OR
ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS, EACH OF
BORROWER, PROJECT SPONSOR AND INVESTOR ACKNOWLEDGES THAT THE
FOREGOING WAIVER 1S KNOWING AND VOLUNTARY.

Thank you for giving Mascoma Bank the opportunity to present these preliminary terms of the tax credit
financing of your project. While these terms are subject to credit approval, we will seek such approval
quickly in order to meet your project timeline.

If the terms of this Term Sheet are acceptable to you, we ask that you return to us an executed copy of this
Term Sheet by 5:00 p.m. Eastern Time on October 26, 2020 (the “Term Sheet Expiration Date”).
Failure to deliver an executed copy of this Term Sheet to Investor by the Term Sheet Expiration Date
shall result in the expiration of this Term Sheet and any offer of commitment set forth therein shall
become null and void. As stated above, by execution of this Term Sheet, Project Sponsor hereby agrees
that it has a binding and enforceable obligation to pay (i) the Deposit and (ii) Transaction Costs in
accordance with the terms and provisions of this Term Sheet.

Bh the
Term Sheet Offered this “° day of October, 2020 by:

INVESTOR:
MASCOMA BANK,

a benefit corporation organized and existing
under the laws of the State of New Hampshire

i Zole oe
Title: Spa oe

Please indicate your acceptance of the terms above by signing and returning an original copy of this Term
Sheet to us prior to the expiration date of the offer,

Accepted this day of October, 2020

PROJECT SPONSOR:

33231393

Nashue Performing Asts Center - NMTC Term Sheet Confidential
October 14, 2020

Exhibit 4
Draft Structure Diagram

{Attached hereto]

16
33231393

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PREUNNARY DRA - POR DISCUBRION PURPOSES Or6, Y

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0-20-035

ORDINANCE

AUTHORIZING FREE HOLIDAY PARKING AT METERS IN ZONE I WHICH
INCLUDES THE ELM STREET AND HIGH STREET PARKING GARAGES FROM
DECEMBER 7, 2020 THROUGH JANUARY 1, 2021

CITY OF NASHUA

in the Year Two Thousand and Twenty

The City of Nashua ordains that Part II “General Legislation”, Chapter 320 “Vehicles
and Traffic”, Article XI “Parking Meters”, Section 320-47 “Parking meter and reserved space
fees; permits; meter bags”, subsection A of the Nashua Revised Ordinances, as amended, be
hereby further amended by deleting the struck-through language and adding the new underlined
language as follows:

Ҥ 320-47. Parking meter and reserved space fees; permits; meter bags.

A. The parking fee forall ...

(1)...
(2)...
(3)...

(a) The parking fees in Subsection A(3) above, which includes the
metered spaces in the Elm Street and High Street parking garages,

shall not be enforced from-December-9,2019-through_January-3;
2920 December 7, 2020 through January 1, 2021.”

All ordinances or parts of ordinances inconsistent herewith are hereby repealed.

This ordinance shall become effective upon final passage.

ORDINANCE:

PURPOSE:

ENDORSERS:

COMMITTEE

ASSIGNMENT:

FISCAL NOTE:

LEGISLATIVE YEAR 2020
O-20-035
Authorizing free holiday parking at meters in Zone IH which
includes the Elm Street and High Street parking garages from

December 7, 2020 through January 1, 202]

Mayor Jim Donchess
Alderman-at-Large Michael B. O’Brien, Sr.

Committee on infrastructure

Prior year approximate estimate of $4,600 or less in lost meter
revenue was based on pre-COVID conditions. Meter revenue is
currently down by approximately 50%.

ANALYSIS

This legislation authorizes free holiday parking at metered parking spaces in Zone HI from
December 7, 2020 through January 1, 2021, similar to the past several years. Monthly passes are
not affected. Time limits as well as other parking violations will continue to be enforced during

the free holiday period.

Approved as to form:

Office of Corporation Counsel

ay: NORE, Chik

Date: v N nonlfer. Gyo

O-20-036

ORDINANCE

ESTABLISHING PERFORMING ARTS CENTER BOARD OF TRUSTEES

CITY OF NASHUA

in the Year Two Thousand and Twenty

The City of Nashua ordains that Part I “Administrative Legislation”, Chapter 5
“Administration of Government”, Article XIII “Generally”, of the Nashua Revised Ordinances,
as amended, be hereby further amended by adding the following section as follows:

Ҥ 3-59.1. Performing Arts Center Board of Trustees.

A. A Board of Trustees for the Performing Arts Center is hereby established. The Board
shall have full control of the City’s use of the Performing Arts Center at 201 Main Street,
Nashua, subject to any operating or other agreement entered into by the City prior to the
formation of the Board of Trustees, which is to be used as, but not limited to, a performing arts
venue, a community building, and a space for any other appropriate use approved by the Board
of Trustees.

B. The Performing Arts Center Board of Trustees shall consist of nine members, the
majority of whom are either residents of Nashua or employed in Nashua. The Mayor of Nashua
or the Mayor's designated representative shall be a member of the Board of Trustees, and the
Mayor of Nashua shall appoint the remaining members of the Board of Trustees, subject to
confirmation by the Board of Aldermen. The initial Board of Trustees, except the Mayor or the
Mayor's designated representative, shall hold office according to the following timetable: one to
hold office for one year; one to hold office for two years; two to hold office for three years; two
to hold office for four years; and two to hold office for five years, After the initial Board of
Trustees terms have expired the term of office for each Trustee shall be five years. Vacancies
will be filled by the Mayor and confirmed by the Board of Aldermen. The Board of Trustees
shall meet at least annually on the first Monday in February. Five members shall constitute a
quorum for the exercise of power and performance of duties. The Trustees shall receive no
compensation for their services.

C. The Performing Arts Center Board of Trustees shall manage the property and all business
affairs of the Performing Arts Center including but not limited to overseeing expenditures. The
Board of Trustees may employ such personnel as it deems necessary to operate and maintain the
Performing Arts Center. The Board of Trustees may also apply and accept for the benefit of the

Performing Arts Center grants, gifts, devises and bequests, as may be made to it or to the City for
the purpose of increasing or improving the Performing Arts Center. The Board of Trustees is also

O-20-036

authorized to take and hold any grant, gift, bequest or devise of property upon trust, real
properties excluded, to apply the principal or the income thereof in any manner it sees fit in
accordance with its best judgment and which will promote the purpose for which the Performing
Arts Center is established.

D. The Performing Arts Center Board of Trustees shall make and execute all such rules and
regulations for its government, the preservation of property under its charge and the use and
management thereof, as it may from time to time deem necessary or expedient.

E. The Performing Arts Center Board of Trustees shall present an annual report to the
Mayor and Board of Aldermen including but not limited to a listing of all receipts and
expenditures, a statement of any unexpended balance of money it may have, and of grants, gifts,
bequests or devises it may have received and is holding on behalf of the City. Any disposal of
real estate shall be governed by the Mayor and Board of Aldermen.”

All ordinances or parts of ordinances inconsistent herewith are hereby repealed.

This ordinance shall become effective on December 15, 2020.

ORDINANCE:
PURPOSE:

ENDORSERS:

COMMITTEE

ASSIGNMENT:

FISCAL NOTE:

LEGISLATIVE YEAR 2020
O-20-036
Establishing Performing Arts Center Board of Trustees

Mayor Jim Donchess

Special Board of Aldermen meeting on November 24, 2020

None

ANALYSIS

This legislation establishes a Board of Trustees for the Performing Arts Center at 201 Main

Street, Nashua.

Approved as to form:

Office of Corporation Counsel

Date: Novewloer YQ ‘ QO aA

A special meeting of the Board of Aldermen was held Tuesday, October 27, 2020, at 6:30 p.m. via
teleconference.

President Lori Wilshire presided; City Clerk Susan K. Lovering recorded.
Prayer was offered by City Clerk Susan K. Lovering; Alderman June M. Caron 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: 811 6856 5211 Passcode: 896485

The public may also view the meeting via Channel 16.

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 and the Nashua Public Library.

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. VWhen 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 14 members of the Board of Aldermen present: Alderman Michael B. O’Brien,
Sr., Alderman Patricia Klee, Alderwoman Alderman Richard A. Dowd, Alderman June M. Caron, Alderman
Benjamin Clemons, Alderman David C. Tencza, Alderwoman Elizabeth Lu, Alderman Ernest Jette,
Alderman Jan Schmidt, Alderman Brandon Michael Laws, Alderman Skip Cleaver, Alderman Linda Harriott-
Gathright, Alderman Wilshire. Alderman Tom Lopez was recorded present after roll call.

Alderwoman-at-Large Shoshanna Kelly was recorded absent.

Special Board of Aldermen 10-27-2020 Page 2

Mayor James W. Donchess, Corporation Counsel Steven A. Bolton, Sarah Marchant, Community
Development Division Director, and Carrie Schena, Urban Programs Manager were also in attendance.

ROLL CALL

Alderman O’Brien

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

Alderman Klee

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

City Clerk, Susan Lovering

Alderwoman Kelly?

President Wilshire

Alderwoman Kelly won't be joining us this evening.

City Clerk Susan Lovering

Thank you. Alderman Dowd?

Alderman Dowd

Yes, | can hear everyone, | am present and | am practicing social distancing in according with the
Governor's rule.

Alderman Caron

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

Alderman Clemons

Hi, | am here, | can hear everybody and | am at home. The only other person here with me is my wife.
Alderman Tencza

Present, | am alone and | can hear everyone, thanks.

Alderwoman Lu

| am here alone and | can hear you.

Alderman Jette

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

| am present and | am alone in the room.