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Special Board of Aldermen 09-28-2020 Page 2

Alderman O’Brien

| am present, | can hear the proceeding and | am alone.
Alderman Klee

| am here, | can hear the proceedings, | am alone in this room.
Alderwoman Kelly

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

Alderman Dowd

Yes, | am here, | can hear everyone, | am in the room alone and practicing social distancing in accordance
with the Governor's Order.

Alderman Caron
Yes | am here, | am alone, and | can hear everyone.
Alderman Clemons

Yes | am here, | am alone. | am participating via telephone this evening because | am having trouble
connecting to the internet. Thank you.

Alderman Lopez

| am here, | am alone, | am practicing social distancing and | can see and hear everybody.
Alderman Tencza

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

Alderman Jette

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

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

Alderman Laws

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

Alderman Cleaver

I’m here, | am alone, | can hear the proceedings, thank you.

Alderman Harriott-Gathright

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

Special Board of Aldermen 09-28-2020 Page 3

President Wilshire

| am here, | can hear everyone and | am social distancing, and | am home alone.
Susan Lovering, City Clerk

You have 14 in attendance, Madam President.

President Wilshire

Thank you, Madam Clerk. Also joining us this evening, | believe, is the Mayor. | don’t know if Corporation
Counsel is on.

Celia Leonard, Deputy Corporation Counsel
Deputy Corporation Counsel Celia Leonard is here.
President Wilshire

Thank you Celia. As is customary with these meetings, | will turn this Public Hearing over the Chair of the
Budget Review Committee, Alderman Dowd.

Chairman Dowd

Thank you. This evening we are going to be having Public Hearings on a Resolution and an Ordinance.
The first item is Resolution R-20-071, Authoring the Mayor and the City Treasurer to issue bonds not to
exceed the amount of $8 million dollars for two construction projects consisting of a publicly accessible
ground level parking garage $2,500,000.00 and additional funding for the proposed Performing Arts
Center, $5,500,000.00. | believe Mayor you were going to start us off?

PUBLIC HEARINGS

R-20-071 - AUTHORIZING THE MAYOR AND CITY TREASURER TO ISSUE BONDS
NOT TO EXCEED THE AMOUNT OF EIGHT MILLION DOLLARS ($8,000,000) FOR
TWO CONSTRUCTION PROJECTS, CONSISTING OF A PUBLICLY ACCESSIBLE
GROUND LEVEL PARKING GARAGE ($2,500,000) AND ADDITONAL FUNDING FOR
THE PROPOSED PERFORMING ARTS CENTER ($5,500,000)

TESTIMONY IN FAVOR

Mayor Donchess

Yes, thank you Mr. Chair; and | will be joined tonight by Tim Cummings, the Economic Development
Director as well as Debbie Novotny who is Chair of the Fundraising Committee for the Performing Arts
Center. | am speaking in favor of the Resolution because the Performing Arts Center is a project that will
benefit everyone, benefit all Nashuans. The reason for that is it will help us build a stronger economy, a
stronger tax base from which everyone will benefit. In addition, of course, for those who want to enjoy the
Performing Arts Center, it is a quality of life issue as well. Building a stronger tax base, a stronger
economy, we are going to help small businesses, which employ hundreds of people in our downtown area.

We are looking for additional money here because the project has changed since it was originally proposed
several years ago. It is 750 seats rather than the original 500. The reason for that is experts we have, the

Special Board of Aldermen 09-28-2020 Page 4

operator, Spectacle Management, who operates Performing Arts Centers throughout New England, has
indicated that they can operate this Performing Arts Center on a break-even basis with no subsidy if we
have 750 seats. Also it seemed to make much more sense to bring the Performing Arts Center to the
ground floor rather than on the second floor and have a balcony.

Now what the Performing Arts Center is already demonstrating is that it will help us build a stronger
economy and stronger tax base because it is going to attract private investment. As you stated at the
beginning Mr. Chair, one of the purposes of this bond issue is to build a private parking structure. That’s
ground level parking under what will be the School Street Housing. Now the School Street Housing will be
140 to 150 units of smaller apartments, a little more affordable for many single people or roommate
situations who want to live downtown. The tax revenue generated from the School Street Housing will pay,
not only for the parking structure underneath, but will also cover the cost of the additional bonding we are
seeking for the Performing Arts Center right here.

Tim Cummings is going to report to you how this is going to be arranged in terms of the Tax Increment
Financing District. But the point is that the Performing Arts Center is already helping us attract private
investment and build a stronger tax base because the developer of the School Street Housing, and his
name is Peter Flotz, has told us that the reason he is investing what will be tens of millions of dollars in the
downtown, is because of the Performing Arts Center. Without the Performing Arts Center this project
probably would not have occurred. And this is exactly what we have been talking about. When the City
invests in itself, in this case the Performing Arts Center, it will attract private investment in the downtown.
We know that the downtown is the principal area, one of the primary areas in the City where economic
growth, where a stronger economy can be based.

The Housing Project will pay for not only the 50-space private parking structure, our city parking structure,
but also provide enough funds in terms of its tax revenue to pay for this additional bond. One additional
benefit of the way that these projects are being designed and planned, looking to the future is that the
public parking garage underneath will give us the parking in the neighborhood we need for the small
businesses in the area who have expressed some concern about the loss of parking. As we go forward
with this plan, we will also be able to add many street level parking spaces and in the end suffer very small
loss in terms of overall parking.

So we are confident that the School Street Housing is just the first project that will be attracted into Nashua
as a result of the Performing Arts Center. It’s just the first tax money which will be coming as a result.
Other projects will follow. When we build this stronger tax base, what it means is additional tax revenue for
services that benefit everyone; schools, police, fire, in every neighborhood of our City.

So | think, Mr. Chair, that gives you an overview of the project and what we are going to discuss tonight.
And with that | will turn things over to Tim Cummings, who will discuss a few more of the details.

Chairman Dowd

Director Cummings?

Tim Cummings Director of Economic Development

Yes, thank you Mr. Mayor and thank you Chairman Dowd and through you to the Committee Members. |
am pleased to be here tonight to provide you an update with the Performing Arts Center project. | am
looking forward to tonight’s conversation because it’s been a long time coming. This has been a project we
have all been working on over the last few years and it’s been a combination of many efforts leading to this

evening. So thank you.

| think the first order of business, if | may Mr. Chair, is I’d like to share my screen and just do a quick status
update on where we are at with the project overall. And at a certain point I’d be looking to turn it over to, as

Special Board of Aldermen 09-28-2020 Page 5

the Mayor indicated, Deb Novotny, but before Deb Novotny, Rich Lannan, so Rich Lannan could say a few
words. So if | may, Mr. Chair.

Chairman Dowd

Sure, go ahead.

Director Cummings

So | just shared my screen and the first elements — | am going to keep my comments tonight very high
level. A lot of us here on this meeting have been intimately involved with this project. So a lot of what | am
doing tonight is | am just going to speak in very high level terms and obviously touch open what | think are
the important elements. But! am going to try very hard not to get into the weeds. Over the weekend, | was
given some great advice and counsel by a member of the Board of Aldermen who | won’t name, Brandon
Laws, who made it very clear that | know this project very well and | get, sometimes | get lost in the details.
And that’s the last thing | want to do in terms of confusing everyone. So! am going to keep my comments
at a very high level, but of course, happy to answer any questions.

So with that being said, the design is complete. We've had our architect working on this project for over a
year now. This summer we got to 100% construction documents and those documents have been
transferred to Harvey. Harvey not only is going to be developing cost estimates, but they’ve the sent the
project out to bid. The bids were due last week and they are formulating the plan to get to us in terms of
cost estimates. We are on track for the $15.8 million figure which we had been originally anticipating.

The total project cost is just under $25 million; that’s something we have discussed from time to time both
with status updates here to the Full Board of Aldermen and at the Steering Committee level in terms of the
differing elements we have incorporated into the design and how that has progressed the project into the
direction that we are now. Relative to program, not a lot has changed. We have secured Peter Lally who
is actually on the call this evening as our operator. We are under a Memorandum of Agreement. We are
going to need to switch that over to an Operator Services type contract. | have included Spectacle
Management's web site in this update for folks, at their leisure, to be able to go to and kind of see and get
familiar with them. But they are a very competent and credible operator. As the Mayor alluded to, have
operated venues across New England very successfully and more recently we sent around an Op Ed
author that was the Union Leader, | believe, or maybe the Nashua Telegraph, I’m not 100% sure. But
nonetheless it was a piece that outlined Spectacle Management's commitment to the project and how they
are working especially during these times of COVID-19 which | am proud to say they are very well
grounded and able to perform and they are doing well despite the challenges in front of them. And they
have a plan that will allow us to be successful as this project gets on-line.

So I’ve given you cost estimates, I’ve talked to you about design, I’ve talked to you about the program.
Probably the one most important thing you guys don’t want to hear about is fund raising. And what |
thought would be best on that, is | am going to hand it over to Rich Lannan to talk a little bit about the
efforts of the Capital Campaign Committee. Rich and Deb, after you say the update, if you could turn it
back over to me | would appreciate it. So Mr. Chair, if | may, I’d like to turn it over to Rich Lannan.

Chairman Dowd

Mr. Lannan?

Rich Lannan, Chairman of the Performing Arts Steering Committee

Yes, Good Evening everybody, thank you Chairman Dowd and Tim. As | think people know, | am the Chair

of the Steering Committee. Also, | am President of the Nashua Community Arts which is the 501(c) 3 non-
profit for the Capital Campaign and | am on the Capital Campaign Committee as well. | know there’s been

Special Board of Aldermen 09-28-2020 Page 6

a lot of interest, obviously, from Board of Aldermen and the public of where we are at with fundraising.
We've talked over and over again, over several months or years, the last year and a half about the 5 phase
that was necessary to be in.

We feel that it is very important now and | think we owe it to the Board of Aldermen and the public to
announce this evening where we are at and that number where the Capital Campaign Committee has
raised to date is $1,523,500.00. So that is where we are to date, that’s before even gong to the public
phase and a lot of other things. | would like to turn it over to Deb Novotny, as Chair of the Capital
Campaign Committee, to probably go into a few more details of where we are going from here, and any
other comments that she might have. But! am pleased to let everybody know what that amount is. So I’d
like to turn it over to Deb if | could.

Chairman Dowd
Yes, Deb?
(Technical Issues)

Deb Novotny

Hello? Sorry about that, can you hear me?
Chairman Dowd

Deb, if that’s you, yes we can hear you.

Ms. Novotny

This is me, sorry. Thank you, Chairman Dowd, | unmuted my phone, | didn’t realize | had to anything else.
My name is Debbie Novotny | live at 65 McKenna Drive in Nashua, New Hampshire. | am an employee at
Enterprise Bank. My expertise is in commercial lending and underwriting which includes a deep
understanding and skill in analyzing financial statements and forecasting business goals. My passion is in
helping small businesses succeed. We are excited about the progress of the fundraising, but | wanted to
first take a second to explain why | decided to join the Capital Campaign Committee. | first looked at the
project from the perspective of a Nashua resident that loves the arts and music and was really looking
forward to having the opportunity to attend the venue (inaudible) downtown. But at the same time, my
professional side also evaluated the project for what it really is; not an expense but an investment in the
economic growth of Nashua.

Not many residents know that where the Performing Arts Center will sit at 201 Main Street is a US Census
Tract deemed a qualified opportunity zone. It’s the single most low-income Census Tract in the State of
New Hampshire. That is why we are qualified for the Tax Credit Program. When the New Hampshire
CDFA granted us the $367,500.00 in CDFA Tax Credit, they stated, “The Performing Arts Center is one of
the driving forces behind New Hampshire Communhity’s strong resilient and vibrant places. This project
renovates a vacant building providing a strong economic benefit to the local community through downtown
redevelopment, access to arts and culture and job creation”, which goes along right with what Mayor
Donchess is saying.

Also, this project is slated to be completed in late 2021/early 2022 and the timing of this project is actually
perfect. It will provide construction jobs now and it is going to be ready for the pent-up demand from both
performers and audience that is projected by the Live Entertainment Industry for early 2022. | hope this
helps you understand why | and so many other people are both personally and professionally passionate
about bringing all of the benefits of the Performing Arts Center to Nashua. So what we are doing now is we
continue to follow up with a number of large donors who have expressed interest in supporting the project.

Special Board of Aldermen 09-28-2020 Page 7

We are working on starting the Public Phase. That Public Phase of the campaign, part of it is we plan to
sell naming rights for all of the seats. That has the potential of raising over $700,000.00.

We have had about 176 personal, small business, corporate and foundation donors to date and we have
about 855 people who have liked the Facebook page. We are confident that we can meet the $2.5 million
dollar goal of the Capital Campaign. Finally, | want to thank the Board of Aldermen personally, for the
support and the confidence and the patience that you had with us, with the entire Committee as we worked
with major donors to get through the quiet portion of the campaign successfully. | urge all of the members
of the board to join in the passion and positivity we have seen from our donors and we truly believe that
this project is going to help to support the investment of the pandemic recovery as well as the future
prosperity of Nashua. Thank you.

Chairman Dowd

Ok, Director Cummings, are you going to take it back now?

Director Cummings

| am, yes, thank you Mr. Chair. So | stopped sharing my screen and | am happy to put my document back
up if it so the pleasure or | can continue on with just my closing comments. | am not sure what the
pleasure of the group may be. | think sharing my screen may be helpful just for another minute or two.
Chairman Dowd

Ok.

Alderwoman Kelly

Alderman Dowd?

Chairman Dowd

Yes, Shoshanna?

Alderwoman Kelly

If | could just request that Director Cummings also send that along for our discussion in the Budget
Committee Meeting.

Chairman Dowd
Say that again, you want?

Alderwoman Kelly

I’m asking him to send us the documents so we can have it while we have our discussion after the public
hearing.

Chairman Dowd

Oh OK. Director Cummings, can you do that and e-mail it to the Board?

Special Board of Aldermen 09-28-2020 Page 8

Director Cummings

Yes, of course, happy to send this along. | know it will become a public document and it will be attached to
the minutes. | will also make sure that any member who is interested can have a separate copy e-mailed to
them. So if | may Mr. Chair, | guess for just one second | want to take a moment and thank and recognize
the entire Capital Campaign Committee along with the leadership of Debbie and Rich. They have done a
great job and they have done yeoman’s work especially during the times that we are under to bring us to a
point where we are at 60% of our goal. Our goal is $2.5 million, they are at about $1.5 and that is definitely
something to be celebrated.

With that being said though, that is only part of the conversation this evening. I’m sure the next question
folks want to dive into is the New Market Tax Credits. So | am going to pivot and talk a little bit about our
financing plan as | move this presentation forward.

New Market Tax Credit update: So overall, there had been some misinformation reported, | am not exactly
sure where that came from. But nonetheless, we are very much working with Mascoma Community
Development. They have given us a verbal commitment of approximately $2.8 million dollars which at the
end of the day will translate into about $2.5 million. So we are well on our way in terms of the New Market
Tax Credit. There are some conditions and some details that we are still working out and this has been a
conversation we've had in earnest over the last two weeks with Mascoma. | wouldn’t have been able to do
it without Celia Leonard or Neil Cannon. Both of them have been very helpful to me as we advance this
part of the funding plan for this project.

So | am hopeful that we will continue to have these positive conversations with Mascoma. They are
committed to the project under the condition that we close the transaction this year. If that’s the case we
will net $2.5 million again for this project. So how does that translate into our overall financing plan? So
with $15.5 million of already authorized money through a general obligation bond, if the Board so adopts
the TIF bond that is before you this evening with hopefully a positive recommendation out of this
Committee, you'll be at $5.5 million or about $21 million. And then with the local Capital Campaign on
target to make $1.6 million and the New Market Tax Credit at $2.4 or $2.5 million, we are well within
striking distance of making that $4 mill dollar private sector commitment that was made when we first
endeavored a long to making this project happen. Between the local Capital Campaign’s efforts, the New
Market Tax Credit, we are targeting $4 million dollars and that will allow us to move forward with that $25
million dollar project.

Mr. Chair, if | may, | am just going to stop right there and talk a little bit about the Legislation that is before
you this evening. | am going to stop sharing my screen now. And | am happy to pull up some other
documents as may be necessary but | don’t want to necessarily have documents up when | know folks like
to see the screen and be able to see people. So | don’t want to unnecessarily share my screen.

But essentially my closing comments on this is you have before you now two pieces of Legislation. One is
relative to the adoption of the TIF District. The second is the authorization for the $8 million dollars. |
wanted to talk a little bit about how TIF’s work. So what a TIF is, is the capturing of the increment above
the base taxes or the base valuation that the general coffers or the general fund receive. You take that
dedicated increment and you apply it to certain priorities, certain goals, certain objectives. In this case,
we’d be looking to capture about a half a million dollars of tax revenue and we would be dedicating it to
very specific projects. And this would only come about because of the project that is actually contemplated
or being brought to fruition. You oftentimes do this type of municipal financing, this is a tool that is readily
available to everyone to help bring about projects such as these that we are talking about this evening;
parking, reinvestments in your downtown, a Performing Arts Center, sometimes operational expenses as
well.

| have a chart that | could show to everyone exactly what it is that | am talking about, but | don’t want to
necessarily pull up a document so | am not going to do that unless | start getting questions. This document

Special Board of Aldermen 09-28-2020 Page 9

| had sent to a previous Board of Aldermen back in 2018. | gave a Memo on how do TIF’s work and I'll be
happy to send that around again. It gives people just basic information as to who, what, where, when, why
TIF’s are used in the mechanics of TIF’s are put into place.

Relative to this specific TIF we are looking at $8 million dollars is about just about $400,000.00 to
$450,000.00 in debt that will be 100% covered by this School Street Project itself. Of course we would also
need to include the $900,000.00 that would be coming from the direct appropriation, as a direct
appropriation that would be coming through the Master Developer Agreement and help with some cash
flow matters up front. But nonetheless, this is a TIF that would be self-supported and it would not take any
additional taxpayer money to effectuate this transaction and to make this happen. That’s one of the
reasons why we looked at using TIF to help move both projects forward.

How or why did we decide to use TIF? It became abundantly clear as we were continuing with the School
Street development project this summer, that there was a lot of neighbors and abutters who were
interested in preserving the parking along School Street. We understood that. We also knew that we
needed to move the development forward. And so a creative way of doing that was to institute this TIF, it’s
one of the reasons why we have this type of tool at our disposal. It was at that time that | thought killing
two birds with one stone may make sense. So | recommended knowing that the developer was a big
supporter of the Performing Arts Center and one of the reasons why he was interested in this project to
begin with, is because of the investments we were making in the downtown, that we look to structure the
TIF so we could do two projects at the same time.

So l’ve heard some questions about timing and whether this would be able to be done in time. | think we
can make the timing. I’ve heard questions about the mapping and how we structured the map. | structured
the map to be a concise as possible to try to keep it as tight, if you will, of a district and not to make it too
expansive. And | think | am going to leave my comments there and happy to answer any questions that
may come up, Mr. Chair. But | think ultimately the one thing that | want to just again reemphasize is we are
in striking distance and have the $4 million dollars in hand, predicated on some other additional
developments occurring in short order. It looks as though we would be able to start the Performing Arts
Center under construction, if it is the pleasure of this Board right after the first of the year. So thank you.

Chairman Dowd

Ok before | open it up to public testimony, are there any Aldermen that have questions for any of the
presenters?

Mayor Donchess

Mr. Chair, could | just give a quick conclusion?
Chairman Dowd
Sure, Mayor?

Mayor Donchess

| just wanted to thank everyone who’s been involved in this project, especially those who’ve been raising
money, Rich Lannan and Debbie Novotny, who have raised $1,500,000.00 plus thousand dollars before
the public phase. And Tim Cummings and Celia Leonard, Neil Cannon, who have worked hard to secure
the New Market Tax Credits. Together the private fundraising, again even before the public phase, and the
New Market Tax Credits, total the $4 million dollars or within $100,000.00 if they don’t reach it. So | am
confident we will reach our $4 million dollar goal. Of course, we can’t proceed with the project unless we
do. But things obviously are looking very good, so | wanted to thank everyone involved.

Special Board of Aldermen 09-28-2020 Page 10

Chairman Dowd

Ok thank you Mayor. Are there any members of the Board of Aldermen that have questions for any of the
presenters? | don’t see anyone.

Alderman Tencza

Alderwoman Lu, Mr. Chairman has her hand up.
Chairman Dowd

Alderman Lu? We can’t hear you, you must be on mute.

Alderwoman Lu
Can you hear me now?

Chairman Dowd

We can hear you now, yes.

Alderwoman Lu

Ok. The only question | have is | thought that we would be able to know the tax credits were — | mean the
tax credits seem a bit fuzzy. And this $2.5 or $5.5 million dollar bond seems to fill an amount that was
originally not predicted. So | am concerned about the understanding of the public about this. | am jumping
around to different desks So it is really hard for me. | wish | could speak more clearly but | don’t know when
| log into the meeting where | need to have my paperwork. So | just think we should consider it would be
nice to know that the tax credits were definitely received. | am not clear on whether they are.

Chairman Dowd

Why don’t we get the answer to that question first?

Alderwoman Lu

OK.

Chairman Dowd

Director Cummings?

Director Cummings

Yes, | can confirm for you that the New Market Tax Credits are imminently in hand and subject to the fact
that we close by this year, which is a big condition Mascoma has put on us. We are in receipt of a New
Market Tax Credit of what would not be more than $2.5 million dollars.

Chairman Dowd

Follow up, Alderman Lu.

Special Board of Aldermen 09-28-2020 Page 11

Alderwoman Lu

Yes, please. | also mentioned in my communications with you, you know, | wish for these situations we
could know what questions everyone had asked. So you mentioned there were a lot of questions but | kind
of wish there had been a public forum to know the questions that you were asked personally. But | am also
concerned about the TIF District because this whole concept came up very late in the process. | had not
heard of the TIF District plan until recently and | have some questions about how that works going into like
for 30 years after this is established. But that’s all.

Chairman Dowd

Alright. Any other questions from any of the Aldermen? Director Cummings.

Director Cummings

Yeah if | may Mr. Chair, | just want to make sure it’s understood. | don’t have the date in front of me but |
am going to suggest it was in the last week in August. | know Alderwoman Klee, Alderwoman Schmidt was
on it for a few minutes but | held a New Market Tax Credit Forum actually so members of the Board of
Aldermen and the public and anyone else who was interested in this had the opportunity to actually ask
questions at that time. So | tried as best | could to create the types of environments to get everyone’s
questions answered in a public forum as well as | am always available for questions with one-on-one types
of conversations.

Chairman Dowd

Alright thank you, | saw Alderman Tencza, then Alderman Lopez, then Alderman Jette. Alderman Tencza?
Alderman Tencza

Thank you, Mr. Cummings and maybe Mr. Fredette as well. The note that we got for the TIF Legislation
says that the average annually for this bond is going to be about or little over $426,000.00 for that, but it is
undeterminable whether the TIF would be able to cover that, those payments for the first two years. Am |

correct in assuming that then it is the General Fund that has to pay the $426,000.00 or how does that
work?

Director Cummings

If | may, Mr. Chair.

Chairman Dowd

Director Cummings, do you want to answer that or Treasurer Fredette?

Director Cummings

Yes, if | may because it goes and it is upon the Finance Team’s recommendation. What we would be
looking to do is part of the School Street Development Project calls for the City to get an amount of money
of about $900,000.00. We would take that an appropriate it to the bond for the first couple of years to
make sure that we were covering the costs until the value is fully realized on the project.

Chairman Dowd

Does that answer your questions Alderman Tencza? Do you have a follow up?