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17.

18.

19.

20.

Relating to Public Contracts” Section 60 “Office of Federal Contract Compliance
Programs, Equal Employment, Department of Labor’ which, by this reference, is
incorporated in this contract.

Independent Contractor agrees to assist disadvantaged business enterprises in obtaining
business opportunities by identifying and encouraging disadvantaged suppliers,
consultants, and sub consultants to participate to the extent possible, consistent with their
qualification, quality of work, and obligation of Independent Contractor under this
contract.

In connection with the performance of work under this contract, Independent Contractor
agrees not to discriminate against any employee or applicant for employment because of
race, creed, color, national origin, sex, age, or sexual orientation. This agreement includes,
but is not limited to, the following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship.

Independent Contractor agrees, if applicable, to insert these provisions in all subcontracts,
except for subcontracts for standard commercial supplies or raw materials. Any violation
of any applicable provision by Independent Contractor shall constitute a material breach of
the contract.

ENDORSEMENT Independent Contractor shall seal and/or stamp and sign professional
documents including drawings, plans, maps, reports, specifications, and other instruments
of service prepared by Independent Contractor or under its direction as required under the
laws of the State of New Hampshire.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Independent Contractor
shall not assign, transfer, delegate, or subcontract any rights, obligations, or duties under
this contract without the prior written consent of the City of Nashua. Any such assignment,
transfer, delegation, or subcontracting without the prior written consent of the City of
Nashua is void. Any consent of the City of Nashua to any assignment, transfer, delegation,
or subcontracting shall only apply to the incidents expressed and provided for in the written
consent and shall not be deemed to be a consent to any subsequent assignment, transfer,
delegation, or subcontracting. Any such assignment, transfer, delegation, or subcontract
shall require compliance with or shall incorporate all terms and conditions set forth in this
agreement, including all incorporated Exhibits and written amendments or modifications.
Subject to the foregoing provisions, the contract inures to the benefit of, and is binding
upon, the successors and assigns of the parties.

TAXES Independent Contractor shall pay all taxes, levies, duties, and assessments of every
nature due in connection with any work performed under the contract and make any and
all payroll deductions required by law. The contract sum and agreed variations to it shall
include all taxes imposed by law. Independent Contractor hereby indemnifies and holds
harmless the City of Nashua from any liability on account of any and all such taxes, levies,
duties, assessments, and deductions.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this
contract shall be considered waived by the City of Nashua. There shall be no waiver of
any past or future default, breach, or modification of any of the terms and conditions of the
contract unless expressly stipulated to by the City of Nashua in a written waiver.

GC 9 of 11

21.

22.

23.

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights
and remedies available under the contract shall be in addition to and not a limitation of any
duties, obligations, rights, and remedies otherwise imposed or available by law.

PROHIBITED INTERESTS Independent Contractor shall not allow any officer or employee
of the City of Nashua to have any indirect or direct interest in this contract or the proceeds
of this contract. Independent Contractor warrants that no officer or employee of the City
of Nashua has any direct or indirect interest, whether contractual, noncontractual, financial
or otherwise, in this contract or in the business of Independent Contractor. If any such
interest comes to the attention of Independent Contractor at any time, a full and complete
disclosure of the interest shall be immediately made in writing to the City of Nashua.
Independent Contractor also warrants that it presently has no interest and that it will not
acquire any interest, direct or indirect, which would conflict in any manner or degree with
the performance of services required to be performed under this contract. Independent
Contractor further warrants that no person having such an interest shall be employed in the
performance of this contract. If City of Nashua determines that a conflict exists and was
not disclosed to the City of Nashua, it may terminate the contract at will or for cause in
accordance with paragraph 8.

In the event Independent Contractor (or any of its officers, partners, principals, or
employees acting with its authority) is convicted of a crime involving a public official
arising out or in connection with the procurement of work to be done or payments to be
made under this contract, City of Nashua may terminate the contract at will or for cause in
accordance with paragraph 8. Upon termination, Independent Contractor shall refund to
the City of Nashua any profits realized under this contract, and Independent Contractor
shall be liable to the City of Nashua for any costs incurred by the City of Nashua in
completing the work described in this contract. At the discretion of the City of Nashua,
these sanctions shall also be applicable to any such conviction obtained after the expiration
or completion of the contract.

Independent Contractor warrants that no gratuities (including, but not limited to,
entertainment or gifts) were offered or given by Independent Contractor to any officer or
employee of the City of Nashua with a view toward securing a contract or securing
favorable treatment with respect to the awarding or amending or making of any
determinations with respect to the performance of this contract. If City of Nashua
determines that such gratuities were or offered or given, it may terminate the contract at
will or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a
waiver of any other rights or remedies available to the City of Nashua under this contract
or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Independent
Contractor, including any of their respective agents or employees, shall not be liable to
third parties for any act or omission of the other party. This contract is not intended to
create any rights, powers, or interest in any third party and this agreement is entered into
for the exclusive benefit of the City of Nashua and Independent Contractor.

GC 10 of 11

24.

25.

26.

27.

SURVIVAL OF RIGHTS AND OBLIGATIONS The rights and obligations of the parties that by
their nature survive termination or completion of this contract shall remain in full force and
effect.

SEVERABILITY In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any
court of competent jurisdiction, or is found to be in violation of state statutes or regulations,
the invalidity or unenforceability of any particular provision of this contract shall not affect
any other provision, the contract shall be construed as if such invalid or unenforceable
provisions were omitted, and the parties may renegotiate the invalid or unenforceable
provisions for sole purpose of rectifying the invalidity or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the
entire contract between the City of Nashua and Independent Contractor. The parties shall
not be bound by or be liable for any statement, representation, promise, inducement, or
understanding of any kind or nature not set forth in this contract. No changes, amendments,
or modifications of any terms or conditions of the contract shall be valid unless reduced to
writing and signed by both parties.

CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of
the State of New Hampshire and any claim or action brought relating to this contract, the
work performed or contracted to be performed thereunder, or referable in anyway thereto
shall be brought in Hillsborough County (New Hampshire) Superior Court Southern
Judicial District or in the New Hampshire 9th Circuit Court—Nashua and not elsewhere.

GC 11 of 11

APPOINTMENTS BY THE MAYOR

JANUARY 14, 2020

Animal Dog Park and Advisory Committee

Megan Villacis (New Appointment) Term to Expire: January 31, 2023
78 Beauview Avenue

Nashua, NH 03064

Conservation Commission

Joel Ackerman (New Appointment) Term to Expire: December 31, 2020
43 Woodcrest Drive
Nashua, NH 03062

Downtown Improvement Committee

Edward Hayes (Reappointment) Term to Expire: December 31, 2022
137 Main Street
Nashua, NH 03060

Steve Saxe (Reappointment) Term to Expire: December 31, 2022
74 Musket Drive
Nashua, NH 03062

Amanda Schneck, (Reappointment) Term to Expire: December 31, 2022
26 Chester Street
Nashua, NH 03064

James Tobin (Reappointment) Term to Expire: November 2, 2022
36 Dogwood Drive
Nashua, NH 03062

Historic District Commission
Mariellen MacKay (Reappointment) Term to Expire: December 31, 2020

9 Webster Street
Nashua, NH 03064

Hunt Legacy Trustees

Arthur Olsson (Reappointment) Term to Expire: December 31, 2021
169 Coburn Woods
Nashua, NH 03063

lra F. Harris Lecture Trustees

Judith Cudhea (Reappointment) Term to Expire: December 31, 2021
2 Rogers Street

Nashua, NH 03064

| respectfully request that these appointments be confirmed.

Jim Donchess, Mayor

R-20-001

RESOLUTION

SECOND AMENDMENT TO R-18-001 “AUTHORIZING THE MAYOR AND CITY
TREASURER TO ISSUE BONDS NOT TO EXCEED THE AMOUNT OF FIFTEEN
MILLION FIVE HUNDRED THOUSAND DOLLARS ($15,500,000) FOR THE
PERFORMING ARTS CENTER LOCATED AT 201 MAIN STREET”

CITY OF NASHUA

In the Year Two Thousand and Twenty

WHEREAS, the Board of Aldermen passed R-18-001 “Authorizing the Mayor and City
Treasurer to issue bonds not to exceed the amount of fifteen million five hundred thousand
dollars ($15,500,000) for the Performing Arts Center located at 201 Main Street” on February
13, 2018.

WHEREAS, the Board of Aldermen passed R-18-092 on December 11, 2018, which
amendment allowed borrowing for the design of the project prior to the raising of $4,000,000 in
private funds, including New Market Tax Credits, for the new performing arts center.

WHEREAS, the Board of Aldermen would like to further amend resolution R-18-001.

NOW. THEREFORE, BE IT'RESOLVED by the Board of Aldermen of the City of
Nashua that the following paragraph of R-18-001, as amended by R-18-092, be further amended
by deleting the struck through language as follows:

No borrowing for the renovation or construction of a new performing arts center, except
for costs related to acquiring and securing (for safety and security purposes) the property
anticipated to be used as a new performing arts center and for the design of the new performing
arts center, shall occur until such time as the Mayor has determined that private funds, including
New Market Tax Credits, totaling at least four million dollars ($4,000,000), to be used towards

such new performing arts center, have been raised. Fhis-resehition shall-expire-tveo-years fom

its- effective date Hithe-event-that-fourmillion-dollars-{$4,009-009)-has-net been taised prierie
thadaie

LEGISLATIVE YEAR 2020
RESOLUTION: R-20-001

PURPOSE: Second amendment to R-18-001 “Authorizing the Mayor and
City Treasurer to issue bonds not to exceed the amount of
fifteen million five hundred thousand dollars ($15,500,000) for
the Performing Arts Center located at 201 Main Street”

SPONSOR(S): Mayor Jim Donchess
Alderman-at-large Lori Wilshire

COMMITTEE
ASSIGNMENT:

FISCAL NOTE: Same as R-18-001

ANALYSIS

This resolution amends Resolution R-18-001 which authorized the City to issue and sell general
obligation bonds up to $15,500,000, to use for the Performing Arts Center located at 201 Main
Street. Pursuant to Nashua City Charter §54-a, this resolution requires a “duly advertised public
hearing”. Also see NH RSA 33:9, which requires a 2/3 vote for passage of this resolution. This
amendment removes the two-year time period for raising private funds.

Approved as to form: Office “Te Counsel _

Date: Tai cas % 20 AO

R-20-002

RESOLUTION

RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF $294,000 FROM THE
COMMUNITY DEVELOPMENT FINANCE AUTHORITY INTO CAPITAL PROJECT
GRANT ACTIVITY “INVESTMENT TAX CREDIT PROGRAM FOR THE
PERFORMING ARTS CENTER”

CITY OF NASHUA

In the Year Two Thousand and Twenty

RESOLVED by the Board of Aldermen of the City of Nashua that the City of Nashua is
authorized to accept and appropriate $294,000 from the Community Development Finance
Authority into Capital Project Grant Activity “Investment Tax Credit Program for the
Performing Arts Center” for the purpose of supporting development of the Performing Arts
Center in Nashua.

FURTHER RESOLVED that the Mayor is authorized to enter into any grant agreement
or other document necessary for this purpose.

Community Development Finance Authority
Investment Tax Credit Program Contract
Award No. 20-133-CDIP-CDED1

1. Project Allocation, Purpose, and Description

1.1 Project Award: City of Nashua (Grantee) is awarded $367,500 (the “Award”) in
Community Development Finance Authority (“CDFA”) Investment Tax Credit Program funds for
the Nashua Performing Arts Center project (the “Project”), with a net total to the Project
(after the standard 20% CDFA program fee) of $294,000 (the “Grant”).

1.2 Project Purpose: The purpose of this award, made under the provisions of RSA 162-L,
is to provide funding to support development of a performing arts center in Nashua, NH and
will be used by the Grantee in accordance with the Grantee’s application for tax credit
funding, subject to any conditions and restrictions as set forth by the CDFA Board of
Directors, as approved on June 11, 2019.

1.3. Grant Period: This Grant period shall begin on July 1, 2019, and end on June 30, 2024
(the “Grant Completion Date”). The parties agree that the Project activities shall be
completed prior to the Grant Completion Date. The Grant Completion Date may be amended
only upon the written request of the Grantee and the approval of CDFA.

1.4 Project Scope Requirements: The scope of the Project may not be substantially tess
than what was proposed in the tax credit application submitted, and/or as approved by the
CDFA Board of Directors on June 11, 2019. CDFA retains the right at all times to evaluate the
eligibility and scope of Grantee’s Project and to adjust Contract terms accordingly. Any
substantial changes to the scope, nature, location, implementation schedule, grantee
administrative capacity or financing of the Project may require additional action of the CDFA
Board of Directors. All determinations related to change in scope are at the sole discretion of
CDFA.

2. Tax Credit Pledge Schedules and Fundraising Requirements

2.1 Schedule of State Fiscai Year Tax Credit Allocation: The atlocation of $367,500 in
tax credit funds will take place over the State Fiscal Years (“SFY” which runs July 1 through
June 30) as outlined below.

2.2 Fundraising Deadline Schedule and Donation Due Dates: The Grantee shall secure
donations which shall be evidenced by an executed Pledge Agreement. The pledges shall be

payable by cash or marketable securities specifically earmarked for the Project and payable
to CDFA according to the following schedule:

Type Amount Due to CDFA by for SFY
Pledges

$367,500 March 31, 2021 2021
Cash Donations

$367,500 June 30, 2021 2021

2.3 Early Pledge Fulfillment: Donors may fulfiil Pledges at any time prior to the due date
agreed to in the Pledge Agreement. Donors will be issued tax credits for the SFY approved by
CDFA for that project.

2.4 Non-Collusion Requirement: The Grantee acknowledges that executed Pledge
Agreements will require that the Donors not enter into any agreement or other arrangement
with the Grantee or any other party to recoup, or in any way be reimbursed for, the pledged
tax credit funds that do not qualify for a tax credit.

2.6 Fundraising Reporting Requirements: All Grantees are required to provide monthly
tax credit fundraising reports to CDFA, while in the fundraising stage of the Project. This
report is to be submitted to CDFA by the 5" of each month during the fundraising period via
the Status Reports component on CDFA’s Grants Management System.

3. Total Matching Fund Commitments

3.1 Matching Fund Commitments/Sources and Uses of Funds: CDFA is making this grant
contingent on the Grantee’s ability to obtain firm commitments in the amounts necessary to
complete the Project, and will not release any tax credit funds held by CDFA until firm
commitments are documented and provided to CDFA from the sources, or from acceptable
substitute sources. In the event the funding sources change, an updated Sources and Uses
Statement shall be submitted to CDFA by the Grantee.

4, Standard Conditions

4.1. Legal Existence: By countersigning this Contract, Grantee confirms that it is a
community development corporation, other nonprofit organization involved in community
development, or an employee or other type of cooperative, as referenced in RSA 162-L:4

(h)(i)(3).

4.2 Legal Compliance: The Grantee shall comply with all applicable federal, state, and
local laws, statutes, regulations, executive orders, and rules as they relate to the application,
acceptance, and use of funds for the Project, including but not limited to, requirements
specified in the Contract.

4.3 Legal Remedies: Grantee shall have the right to institute legal proceedings to protect
its rights, including without implied limitation actions for specific performance or monetary
damages, in the event the Donor fails to complete the terms of its Pledge commitment.

4.4 Assignment: The Grantee shall not assign or transfer any of its rights or obligations
under this Contract without the prior written consent of the CDFA, and any attempted
assignment or transfer shall render this Contract null and void.

4.5 Dissolution: In the event of the dissolution of the Grantee corporation, after provision
for payment of all the corporation’s liabilities, the board of directors shall dispose or transfer
all assets of the corporation, exclusively for the exempt purposes of the Grantee corporation,
in such manner or to such organization organized and operated exclusively for similar
purposes as the Grantee, which organization qualifies under section 501(c)3 of the US Internal
Revenue Code.

4.6 Indemnification: CDFA’s only obligation shall be to release funds to the Grantee in
accordance with the terms of this Contract. CDFA shall have no liability with respect to the
property, the Project, or the renovation, development, construction or operations
contemplated by the Project, and Grantee agrees to indemnify and hold harmless CDFA, its
officers and employees, from and against such cost, loss, damage, or liability suffered by the
Grantee and any and all claims, liabilities or penalties assessed the Grantee to the extent
allowed under state law.

4.7 Security: To protect CDFA’s investment of public funds, a relevant form of security
(the “Security”) will be required based upon the Project Purpose up to the net amount of
funding. The CDFA Security will self-amortize over a period of ten years, effective upon Grant
Start Date.

Tax credit funds will not be released until the Security is recorded and received at CDFA.
Grantee will be responsible for requesting a written release of said Security after the ten-
year period expires.

4.7.1 Grantee shall provide a performance lien on the project property, up to
the net amount of funding. The lien shall amortize over a 10-year period.

4.8 Liability Insurance: Grantee shall, at its sole expense, obtain and maintain in force,
and shall require any Subrecipient to obtain and maintain in force, for the benefit of CDFA
and duration of the Grant Period the following insurance: 1) if applicable and only to the
extent required by law, statutory worker’s compensation and employers liability insurance for
all employees engaged in the performance of the Grant Activities, and; 2) comprehensive
general liability insurance against claims of bodily injury, death or property damage arising
out of negligence in whole or part of the grantee, in amounts of not less than $1,000,000 per
occurrence and $2,000,000 aggregate. Each policy shall contain a clause prohibiting
cancellation or modification of the policy earlier than thirty (30) days after written notice
thereof has been received by CDFA. CDFA shall be named as a certificate holder. Any change
in this requirement shall require the approval of CDFA.

4.9 Property Insurance: If applicable, the Grantee, at its sole expense, shall obtain and
maintain in full force, fire and extended coverage insurance covering all property purchased
or improved with Grant Funds in an amount not less than 100% of the whole replacement
value of the property. CDFA shall be named as a certificate holder.

4.10 Builders’ Risk Insurance: If applicable, the Grantee shall ensure that all contractors
and subcontractors involved shall possess builders’ risk insurance in amounts sufficient to
cover the value of the property and its contents.

4.11 Taxes: The Grantee shall be required to pay all taxes, assessments, charges, fines,
and impositions attributable to the property, as applicable.

4.12 Project Publicity: The Grantee shali acknowledge CDFA appropriately in all
organizational and public forums as to the support, financial and otherwise, that has been
provided to your Project. This recognition shall include, but not be limited to,
print/electronic media, publications, interviews, brochures, etc. This will support our efforts
to be visible, which in turn will aid in generating additional financial support for New
Hampshire community development efforts.