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Finance Committee - 4/17/2019 Page 5
Mr. Griffin

| could probably address the impact to the City itself and I'll do that first and then maybe turn it over to Mr.
Mcintire. But the employer rates were held constant this year for the most part. There was a little increase in
the teacher amounts. It is complicated, but there’s a 5 year average of returns and the year that was dropped
was a bad year; and the most recent year as Mr. Mcintire indicated was a good year. So the rates are
stabilizing, it is the liability that is still a large liability and is trying to get funded within a 30 year window.

But the impact to the City of a 15% State contribution to teachers, police and fire is about $3 million dollars that
when the Mayor had his meeting with you folks that are in the legislature, it’s a big number, it’s a $3 million
dollar number which coincidentally kind of matches the increase in the health cost. So it’s a very important
number for the City but maybe Mr. McIntire who follows more the larger level and then gets the apportionment
can speak to that. The two definitely go together.

Mr. McIntire Well | was going to turn back to the actual page the liability is on it, probably isn’t necessary.
Certainly any contribution that would come from an external party, external to the City of Nashua would almost
immediately begin to bring that liability down and over time | think it would even escalate the rapidness that
liability could come down.

Alderman Klee

Relative the debt and the rapid payout, when you say rapid pay out you are meaning that we are paying it off
earlier than expected so if we had a 15 year we might be paying it off in 11 or 12 years?

Mr. McIntire Great question that’s not what | mean. What! mean by that is that as an example you know you
issue bonds and some of those bonds have a 10 year life or 20 year life and it is going to vary. But in total if
you had $50 million dollars in debt, just you use some round numbers then credit rating agencies and financial
institutions they are going to want to see you paying off about 75% of that within a 10 year period. So when |
talk about how rapid you are paying it out, are you paying out 75% of your bonds, not early, but is the schedule
that they are termed to be, will you pay off 75% of your outstanding bonds that your balance sheet date within
a 10 year period. That's what | mean by a rapid pay out schedule; you are not paying them early.

Alderman Klee
So we are exceeding the 75% that would be required or are we just up to that, at least the 75%?

Mr. McIntire The 75% was a number for conversational purposes that | put out there to try to illustrate that it
wasn’t so much paying it early — 75% is a rapid pay out. You are in that ballpark. | don’t want to sit here and
tell you are at 75%; | wanted to hopefully simplify it a little bit. That’s really the measure that rating agencies
like to see is how rapid are you paying it out. Really not so much are you paying it early.

Alderman Klee

Ok thank you very much.

Mayor Donchess

In fact we don’t necessarily have the option of paying early in the sense that to pay early you got so called call
the bonds, meaning you pay people before they are anticipating being paid. Most of our bonds don’t authorize
that which is attractive really to the bond holder really, because they don’t want to be bought out early. They
don’t want to be bought out early because they know they’ll only get bought out early if they are in
advantageous position.

Finance Committee - 4/17/2019 Page 6
Alderman Klee
Ok thank you.

Mayor Donchess

Ok any other questions or comments? Alright, well thank you very much for your report and how many years
have you done the audit, | forget now.

Mr. McIntire It has been a handful, | don’t know off the top of my head.

Alderman Klee

| was looking back at it and you were there | think 2010, so it’s been a few.

Mayor Donchess

It has been awhile so | was just curious. Alright well thank you very much for your help.
COMMUNICATIONS

From: John L. Griffin, CFO/Comptroller
Re: Melanson Heath Presentation — April 17, 2019

There being no objection, Mayor Donchess accepted the communication and placed it on file.

From: Dan Kooken, Purchasing Manager
Re: Contract for NPD Window Project

MOTION BY ALDERWOMAN KELLY TO ACCEPT, PLACE ON FILE AND, CONTINGENT UPON FINAL
PASSAGE OF R-19-127, AWARD THE CONTRACT TO D.L. KING & ASSOCIATES IN THE AMOUNT OF
$134,500. SOURCE OF FUNDING IS DEPARTMENT 150, BOND

FUNDS

ON THE QUESTION

Mayor Donchess

And Ms. Smith and another is here for the Police Department, so why don’t you come forward. How many
people have visited the PD to see the condition of these windows? Has anybody on the Committee? Alright
some came over right?

Alderwoman Kelly

We see pictures.

Alderman O’Brien

We had a video presentation and it showed how the snow was getting in so it proved a point.
Alderman Klee

And that they wear their winter coats to do their work.

Finance Committee - 4/17/2019 Page 7

Mayor Donchess

| think President Wilshire and someone else came over didn’t they? | forget, didn’t someone actually visit but
maybe not. Anyway | went over there.

Alderman Klee
| think Alderman Dowd was there.

Mayor Donchess

Anyway the condition of the windows is ridiculous, we are losing all kinds of energy, snow is coming in. How
this building that’s only 40 years old and renovated could have got to this way? Anyway do you have anything
to add to the situation. Do you have anything that you'd like to ....

Robert Giggi, Lieutenant Nashua PD

| don’t have anything to add aside from what a majority of people have seen already. If there is any questions
I'd be happy to answer them.

Mayor Donchess

Well the motion is for the award of the contract contingent on approval of the funding later on. Is there any
discussion or questions for the PD?

Alderwoman Kelly

Thank you, you guys did a pretty good job of walking us through the need here. I’m just wondering how soon
we can get those windows in so that it is not snowing this winter.

Lieutenant Giggi

As soon as we can get the work done, the end date, | have the end date that DL King gave us. They actually
updated the contract and | can give you that date as soon as | can find it. They gave us a final date of, so 25
weeks after the notice to proceed will be the completion date. That includes the lead time for the product and
all of the labor.

Alderman Kelly

Great thank you.

Mayor Donchess

Anyone else?
Alderman O’Brien

| was just going to say in general and | am glad we are addressing this, and coming from the other side of the
fence on fire that has multiple buildings and | did say it the last time spending a night in Lake Street Station, the
old one, and | went home that morning and | asked the wife - Can | have every spare blanket in the house, you
know what | mean? The heater came on in September and didn’t go off until May, you know what | mean. It’s
a shame when we have you know municipal buildings and expect people to be productive and work. | am
hoping that as this Board and | think maybe as we go along in the future that we look at our infrastructure;
Police Fire Stations, Sewers and we are doing very well with another project, speaking with the sewage

Finance Committee - 4/17/2019 Page 8

treatment plant. If we start losing our infrastructure you know what money did we save? We didn’t save
anything, so | am glad we are addressing it for you guys. Thank you.

Mayor Donchess

Alright, if there are no other questions?
MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Contract for Independent Consultant Services

MOTION BY ALDERWOMAN KELLY TO ACCEPT, PLACE ON FILE AND AWARD THE CONTRACT TO
MEENA GYAWALI IN THE AMOUNT OF $22,000. FUNDS ARE AVAILABLE IN DEPARTMENT 183,
ECONOMIC DEVELOPMENT; TIF DISTRICT

Mayor Donchess

And | believe Mr. Cummings is here on this. Why don’t you come up? To clarify what the source of the funds
for this contract would be, the Board of Aldermen and the City created a TIF or Tax Increment Financing
District surrounding the river a little over a year ago. And what that means is that a certain proportion of the
taxes generated from the buildings around the river including Lofts 34, Clock Tower, Cotton Mill Square and a
few others, a certain portion of the money generated by those properties is devoted or is directed into the TIF,
the Tax Increment Financing District. That money is then dedicated to be spent along the river and to
implement the Riverfront Master Plan that the Board of Aldermen adopted several years ago.

There is about $800,000.00 or between $700,000.00 and $800,000.00 in the account right now. So this
$22,000.00 would come from that account, the TIF Account. There is a TIF Board of Director or Advisory
Board of property owners and residents around the river that advises the City as to how the money might be
spent. | assume they have endorsed this idea. Just as background, with that, could you Mr. Cummings
explain what is proposed here?

Tim Cummings, Economic Development Director

Absolutely Mr. Mayor, again for the record Tim Cummings Director of Economic Development. So what is
before you this evening is just a temporary contract up to six months, though | think it is going to be less than
that where we are going to be engaging in independent consultant. Alderwoman Kelly did a great job in saying
the name, that is actually a very difficult name. The first time | tried saying it, it was very challenging, her name
is Neena Gyawali and her resume is included in your packet. You will see she is very experienced and has
some wonderful skills.

We are bringing her in to help us move the TIF initiative forward and particular help to bring forward some of
the projects that | know this body and other groups in the City have been asking about. So! am asking for you
to approve this. The reason why you are approving it is because per the governing documents that enabled
the TIF, all contracts need to come back before the Board of Aldermen, no matter what dollar amount. This
One is just a tick over $22,000.00 though | don’t think we will actually spend that. Meena Gyawali’s scope of
services is really just to help us get the first RFP off the ground or RFQ technically where we would be looking
to bring forward the continuation of the Riverwalk and hopefully have a civil engineering firm on board that
would project manage similar to the way Hanna Swanson did for the Broad Street Parkway with Mr. John
Vanacore. That’s the ultimate goal that we are working towards.

Mayor Donchess

Discussion.

Finance Committee - 4/17/2019 Page 9
Alderman O’Brien

Thank you. Mr. Cummings, particularly of interest in one of the ancillary projects would be invasive species
removal. Ok, could this contract, can she help us out maybe with some granting? | know the State does have
some things and we need to take care of that river, we don’t want no more dirty water, you can keep it in
Boston. But we want Nashua to be good.

Mayor Donchess

What was the song again?
Alderman O’Brien

Oh | love that dirty water. Yes. Mr. Cummings knows the tune.

Mr. Cummings

| do and if | may Mr. Mayor the answer is yes and in fact Director Marchant and | already sat down with Ms.
Gyawali and started that conversation. As you know, the invasive species removal process is being really run
out of the Community Development Office. Because that invasive species removal is so integral to the TIF and
the success of the Riverfront Meena Gyawali will be intimately involved and could help us by adding some
additional resources such as grants and what not.

Alderman O’Brien
Very good.
MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Contract for Legal Counsel Services for NMUTC

MOTION BY ALDERWOMAN KELLY TO ACCEPT, PLACE ON FILE AND AWARD THE CONTRACT TO
DRUMMOND-WOODSUM ATTORNEYS-AT-LAW IN THE AMOUNT OF $56,500. SOURCE OF FUNDING
IS DEPARTMENT 183, ECONOMIC DEVELOPMENT; PERFORMING ARTS CENTER

ON THE QUESTION

Mayor Donchess

Mr. Cummings?

Mr. Cummings

Thank you Mr. Mayor so the contract in its full amount is for $56,000.00 though it should be clear to everyone
that our obligation is only somewhere around $5,000.00 as it is outlined in the contract. That is for the pre-
work that is necessary for setting up the differing legal entities proving us with tax opinions relative to the New
Market Tax Credit Transaction. This is just planning and preparation that we need to do so we are in good
stead. So if we are successful in receiving a New Market Tax Credit, we will be able to execute quickly and
that’s paramount in these types of transactions.

So the balance of this fund of this money would actually come from the New Market Tax Credit Transaction
itself; that $5ish thousand dollars and what is referenced in your Memo is a consulting line item that we have
for the Performing Arts Center. So that money that is $5,000.00 is not off of the authorized bond but off of
money that was set aside by the Downtown Improvement Committee for consulting services to advance the

Finance Committee - 4/17/2019 Page 10

Performing Arts Center project. That is the same funds that we used to pay for the professional fund raising
consultant and the New Market Tax Credit consultant. So anyway | wanted to provide you that additional
information and ask that you support this. It is extremely important that we get this outside legal service’s
opinion or consultation to help us advance this project. We've done this in collaboration with our Corporation
Counsel’s office, Attorney Bolton has been working with me through this initiative. We requested three
proposals from very experienced New Market Tax Credit attorneys and John Kaminski of Drummond
Woodsum is the one we are recommending.

Alderman Harriott-Gathright

| have a question for Director Cummings, you said that the value was $56,500.00 but yet you think they are
only going to use about $5,000.00, did | get that correct? But you also say there were three different
attorneys?

Mr. Cummings

Yes if | may Mr. Mayor, so we solicited proposals from three different firms and the one that we’ve chosen has
outlined a two-phased type contract where the first phase all we are obligating ourselves to is approximately
$5,000.00. And that is all we are obligating ourselves to because if we are not successful in obtaining that
New Market Tax Credit which would pay for the balance of this contract; there is no expectation that we would
have to pay the attorney.

Steve Bolton, Corporation Counsel

| want to make one disclosure so it’s clear. Celia Leonard, the Deputy Corporation Counsel is in fact married
to a lawyer at this firm. That played no role in the selection of this firm; we excluded Celia from the selection of
the firm. But Tim and | agreed that John Kaminski had the best presentation of the lawyers we talked to. He
understood what was involved and what we would be facing and he was very reasonable in structuring the
contract as Tim just explained to minimize our expense and our exposure to expenses up front if we don’t
obtain the allocation of New Market Tax Credits. So if a project doesn’t go forward because those aren’t
obtained, the expense of these legal services will be minimized. Celia will be working on the project but she
was as surprised as anyone when | told her that it would be her husband’s firm. So just to let you know.

Alderman Klee

Thank you Mr. Mayor. Director Cummings | just want to make sure that | do understand this correctly; you said
a two-phase, $5,000.00. So the $5,000.00 will be paid out of what fund?

Mr. Cummings

The consulting budget if you will or the consulting account that the Downtown Improvement Committee
approved that is run through the office of Economic Development.

Alderman Klee

So that $5,000.00 will be paid out of that and the $51,000.00 if we did secure the Credits and so on will be paid
out of the New Market Tax Credit Fund and so on. And | just want to make sure | have this correct; they are in
fact going to help us secure these New Market Tax Credits and this is different than the New Market Tax Credit
that we hired to do the application and so on. Those are two separate entities correct?

Mr. Cummings

Yes, Mr. Mayor if | may, yes two separate entities, and the legal counsel will play a supportive role to help us
secure the New Market Tax Credit. The bulk of that work would be done by the New Market Tax Credit
Consultant that we already have on board. If you look at the scope of services | think it is tasks like 1 through

Finance Committee - 4/17/2019 Page 11

3, if you will is really what the New Market Tax Credit Attorney would be providing to us. Basically providing
ancillary support, help us with marketing, help us with providing additional evidence to the New Market Tax
Credit entities, those CDE’s — that we have our act together, this project is serious. We are working as hard as
we can to bring it to fruition. And having this third party type of attorney there to help echo that message is the
type of services that they would be providing and that would be their role in that regard.

Alderman Klee

Thank you | just wanted to make it clear for the listening public and so on. Thank you so much.

Alderwoman Kelly

Attorney Bolton, if we could just go back to what you brought up | just want it to be clear. You said Celia is
going to work on it, is her husband also working on it or just the firm itself?

Attorney Bolton

His expertise is in other areas.

Alderwoman Kelly

Perfect, thank you.

Mr. Cummings

And | should also just note and echo on that point, this firm is a pretty large firm with multiple offices. This is
not the type of firm where there are one or two practicing attorneys, | don’t know how many attorneys they
have but there are quite a number of offices and quite a number of attorneys on staff at this firm. They have a
few different practice areas so this runs wholly separate from whatever Attorney Celia Leonard’s husband
works on.

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Fiscal Agent Agreement with City Arts Nashua

MOTION BY ALDERWOMAN KELLY TO ACCEPT, PLACE ON FILE AND AUTHORIZE THE CITY TO
ENTER INTO THE FISCAL AGENT AGREEMENT WITH CITY ARTS NASHUA

ON THE QUESTION

Mayor Donchess

Mr. Cummings?

Mr. Cummings

Yes thank you so this document that’s before you has been a long time coming a document | would have liked
to have gotten to you much sooner than now but has been a very nuanced process. It is a representation of a
lot of work where City Arts Nashua is coming forward and acting as our Fiscal Agent and they have already
been doing this informally on our behalf. So this just codifies and memorializes the process that has
developed and what we have been working toward. It has been reviewed by the Performing Arts Center
Steering Committee; it has been reviewed by a sub-group of that Steering Committee. It has been subject to a
lot of conversations between the Chair of City Arts Nashua, Lisa Bissonnette and myself.

a

Life Scan Wellness Centers

Life Scan Wellness Centers
1011 N. Macdill Avenue

Tampa, FL 33607

(813) 876-0625

Customer Information

Customer:

Address:

City State Zip:
Phone Number:
Contact:

Email:

Nashua Fire

70 E. Hollis St.
Nashua, NH 03060
(603) 589-3435
Chief Steve Buxton

BuxtonS@nashuanh.gov

Comments or Special Instructions:

Invoice

Rece

Date: 6/7/2022

TERMS
Due on receipt
Date of Service: May 16 - 27, 2022
QUANTITY DESCRIPTION UNIT PRICE AMOUNT
180 Wellness Exams $550.00 $99,000.00
180 Heavy Metals $68.00 $12,240.00
180 Cancer Markers $80.00 $14,400.00
180 Chest X-Rays $75.00 $13,500.00
SUBTOTAL $139,140.00
TAX RATE
SALES TAX
SHIPPING & HANDLING -
TOTAL $139,140.00
APPROVED FOR PAYMENT:
2 QD \cKy) 2
ry “ACc \ \
AD MUO Blas

7

/

Finance Committee - 4/17/2019 Page 12

There are terms in this agreement that | don’t like, you know to be clear. And | found disappointing and
frustrating, but | understand why they are there and | respect the rationale and the reasons. At one point early
on, | believe Alderwoman Gathright had asked a very specific question relative to “is there going to be a fiscal
agent fee”? At that time | had indicated “no” because that’s what | understood to be the case; actually right
after that | learned that it was the intention of City Arts Nashua to charge us a 2% fee or actually a little bit
more than that. Corrected it originally started at 4% and obviously that was a little disheartening to hear; |
corrected the message with Alderwoman Gathright as soon as | learned about it and then worked really hard to
try to position ourselves to be in the best position possible. So what you have is 2% and capped at $40,000.00
and | think that’s reasonable; we verified that with our professional fund raising consultant, | even got off the
phone with her not an hour ago to reaffirm this; that she recommends it. She typically sees something in the
order of 5% in these types of contracts and she thinks that City Arts Nashua is providing value and we should
be willing to work with them and they’ve done a great job thus far. So with that being said Mr. Mayor, | am
asking you to endorse this contract.

Alderman Klee

| was at a few of the meetings where we talked and discussed this and it did start at 4% and there were a
number of experts there that told us it could go as high as 10%. We knew that that would not happen; at least
we prayed it would not happen with City Arts. But the benefit of having them so close and so on, | think this
2% is a good plan. They will help promote the project and so on which is also a benefit of it and | think we
would work really well with them and | would echo the recommendation of approval of this.

Alderman Caron

Thank you. So when | first saw the Memo it said value was 0 and then when | was reading the contract it said
up to $40,000.00. So as I’ve said before my concern is we are spending all this money and anticipating getting
a lot of money. And now an agency that has come forward to act as our fiscal agency, which is all part of the
Performing Arts Center is going to get $40,000.00 and | am still waiting to hear how much money do we have
going towards the Performing Arts Center. That’s my concern. And | know obviously you can’t be doing all of
this and you know it’s nice to have this. But | am just wondering why we don’t have a fund set up within the
City like we do a lot of projects and there wouldn’t be any cost because staff has to do all of this work? | just
get a little nervous about this and | know that the Mayor and | have talked about it. | want this to happen; |
want it to go right, | just have all these fears If you can alieve another one that’s fine.

Mayor Donchess

In this case, this is not City money that would be spent this is contributions from individuals that go into a
501(c)3 which is the City Arts Nashua and they hold the funds for the benefit of this project. So this is a 2% out
of private funds that are contributed. | think | would add that part of what we said is we would keep the private
funds that are raised out of the City’s hands, that this wouldn’t become a City project in that respect. So in
order to do that, we have to use a 501(c)3 and this is the consequence of it. But the City money spent on this
project would not be subject to this 2%. This is only money that is contributed in the form of a charitable
contribution.

Alderman Caron
Which we don’t know.

Mayor Donchess

Well | Know we can say that no City money would be spent in this fashion because the City money is not
subject to this.

Finance Committee - 4/17/2019 Page 13

Alderwoman Kelly

Ok so a couple of questions. The first question is if they were not intending to charge us a fiscal agent fee
originally does that mean what we currently have is not subject to this 2% fee?

Mr. Cummings

It was never their intention to not charge us a fiscal agent fee.

Alderwoman Kelly

So everything will be subject to this?

Mr. Cummings
Yes but capped at $40,000.00.

Alderwoman Kelly

Capped at $40,000.00. Question around $40,000.00 does that then mean that we have to raise $4,040,000.00
before we can move anything?

Mr. Cummings

You are not obligated to raise $4 million dollars out of this particular entity; in fact | don’t think you would
actually raise $4 million dollars out of this entity and what has been told to this body on a couple of occasions
is somewhere around $2 to $2.5 million is more realistic.

Mayor Donchess

So the New Market Tax Credit funds, if they are successfully obtained, so not flow through this. Those come
directly to the City. The money that would go in here are people who write checks for the benefit of the
Performing Arts Center. And they way that the Resolution reads at this point is that as long as the City brings
in $4 million dollars, including New Market Tax Credits; the project can proceed.

Alderman Kelly

Ok so then my question is do we have a separate fund where those New Market Tax Credit are going to, is ita
trust fund, what’s that?

Mr. Cummings

That’s a great question and one that we are working on; part of the reason why we are procuring this New
Market Tax Credit Attorney to help us set up those types of structures so we can actually do this and do
exactly what you are talking about which would be to set up another entity that would actually receive the funds
and actually, if you will, manage the project.

Mayor Donchess

The New Market Tax Credit Transaction is complicated, you know anybody who does that needs legal and
consulting help. That is a separate issue from this. The money going to City Arts Nashua are the people who
write private checks. So if you have written a check for the benefit of the Performing Arts Center that money
has gone to City Arts Nashua and is held in their 501(c)3 account and that’s what this has to do with. So if we
want tax deductibility for the contributors, we need a 501(c)3. The City Arts Nashua is providing that and for
that benefit they are charging 2% to the people really who make the contributions.