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° Resources: Assist new and expanding businesses to secure funds and incentives including
HUD section 108 loans, City revolving loan funds, Brownfields grants and state tax
incentives. Applied for and successfully expanded the boundaries of HUB and CROP
Zones designations in the City.

° Business Planning and referral: Assist in the areas of business planning, the creation or
review of business plans, identifying sites for business location, referral of these
businesses to appropriate agencies such as SCORE, Small Business Development Center,
Business Incubator to help establish or grow business in Manchester.

° Facade Improvement Grant and Revolving Loan: Managed various grants and loans
including the Facade Improvement Program and the Revolving Loan Program. For
approved loans, created all loan closing documents, provided long term monitoring and
mentoring, handled invoicing, accounts receivable, job data collection and fulfilling State,
Federal and Local reporting requirements.

° Partnerships: Partnered with various City departments, elected officials, local businesses,
Chamber of Commerce and state organizations to promote City’s economic development.

° Planning and Economic Development Strategies: Work with agencies such as the
Chamber of Commerce, Manchester Development Corporation and Manchester Arts
Commission to create strategies to implement various projects such as an affordable
housing strategy, a downtown and gaslight district plan, economic development strategy
and a case study for bicycle trails. Secured a $400,000 grant for Brownfields remediation
efforts . Secured funds in the amount of $100,000 for the installation of three public
sculptures. Lead the initiative to create an arts and culture economic impact strategy.

March 1999 — October 2009 City of Manchester - Department of Planning and Community Development
Planner IT

e Neighborhood Planning - Led the City’s first neighborhood planning effort with various
city departments, residents and business owners in creating and implementing
revitalization strategies in neighborhoods. These included efforts to redevelop the
Rimmon Heights Neighborhood, partnering with the Health department in the Healthy
Living Active Living and Safe Routes to School projects, partnering with the local police
department in their Weed and Seed strategy area. Participated in design review within
design districts and managed the City’s fagade improvement program by providing
technical assistance and matching grant funds for small businesses.

e Downtown and Arena Area Planning: Worked to develop a new downtown plan for the
City of Manchester, led a team in the development of the gaslight district design
guidelines, and created new zoning ordinances.

e Citywide Plans — Lead initiatives or assisted department staff on various citywide plans
including the City’s Master Plan, wayfinding, bicycle planning, safe routes to school, and
5-year plan for allocating federal resources.

e Management of Federal and Local Grant Programs: Monitoring and administrating
federal and local funds granted to 40 local non-profits and departments; preparation of
federal reports and annual plans such as the Action Plan and the Consolidated Plan.
Management of IDIS system. Conducted public hearings related to grant funds.

Certificates:

Computer skills:

Boards:

References:

Economic Development Finance Professional Certificate through National Development
Council

Microsoft Word, Excel, Access, PowerPoint, Beginner GIS, Various Grants Management
Database Systems

Current Advisory Boards —- The Way Home, NH Creative Communities Network.

Past Advisory Boards and committees - Manchester Community College, PeopleFest NH,
Sisters of Holy Cross Refugee Learning Center, Manchester MOVES, New Hampshire
Citizens for the Arts, Healthy Eating Active Living Committee, Safe Routes to School,
and Weed and Seed

Member of The Union Leader’s 40 under 40 Class of 2011.
Leadership New Hampshire Class of 2016

Available upon request

THE CITY OF NASHUA “the Cate City’

Financial Services

Purchasing Department

April 11, 2019
Memo #19-142

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT FOR LEGAL COUNSEL SERVICES FOR NMTC (VALUE: $56,500)
DEPARTMENT: 183 ECONOMIC DEVELOPMENT; FUND: PERFORMING ARTS CENTER

Please see attached communication from Tim Cummings, Director of Economic Development dated April
3, 2019 for the information related to this purchase.

§ 5-83. Professional services. In the purchase of accounting, architectural, auditing, engineering, legal,
medical and ambulance services and purchases of independent professional consultant services for
personnel, data processing, actuarial, planning, management and other comparable purchases
competitive bidding shall not be required. Competitive bidding is required in the procurement of insurance
agents and consuitants.

The Director of Economic Development and the Purchasing Department recommend approval of this
contract in an amount of $56,500 to Drummond Woodsum Attorneys at Law of Portland, ME.

Res Hil

Dan Kooken
Purchasing Manager

Cc: T Cummings J Graziano

229 Main Street * Nashua, New Hampshire 03061 « Phone (603) 589-3330 e Fax (603) 589-3233

General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, “Professional Engineer’, and its
successors, transferees and assignees (together “Professional Engineer”) includes any of the
Professional Engineer's consultants, sub consultants, contractors, and subcontractors

PROFESSIONAL ENGINEER STATUS The parties agree that Professional Engineer shall have the
status of and shall perform all work under this contract as a Professional Engineer, maintaining
control over all its consultants, sub consultants, contractors, or subcontractors. The only contractual
relationship created by this contract is between the City of Nashua and Professional Engineer, and
nothing in this contract shall create any contractual relationship between the City of Nashua and
Professional Engineer's consultants, sub consultants, contractors, or subcontractors. The parties
also agree that Professional Engineer is not a City of Nashua employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees of the
City of Nashua;

(4) Participation or contributions by either the Professional Engineer or the City of
Nashua to the public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City of Nashua;

(6) Unemployment compensation coverage provided by the City of Nashua.

STANDARD OF CARE Professional Engineer shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this contract.
Professional Engineer warrants that all work shall be performed with the degree of professional
skill, care, diligence, and sound practices and judgment that are normally exercised by recognized
professional firms with respect to services of a similar nature. It shall be the duty of Professional
Engineer to assure at its own expense that all work is technically sound and in conformance with
all applicable federal, state, and local laws, statutes, regulations, ordinances, orders, or other
requirements. In addition to all other rights which the City of Nashua may have, Professional
Engineer shall, at its own expense and without additional compensation, re-perform work to correct
or revise any deficiencies, omissions, or errors in the work or the product of the work or which
result from Professional Engineer's failure to perform in accordance with this standard of care. Any
approval by the City of Nashua of any products or services furnished or used by Professional
Engineer shall not in any way relieve Professional Engineer of the responsibility for professional
and technical accuracy and adequacy of its work. City of Nashua review, approval, or acceptance
of, or payment for any of Professional Engineer's work under this contract shall not operate as a
waiver of any of the City of Nashua's rights or causes of action under this contract, and Professional
Engineer shall be and remain liable in accordance with the terms of the contract and applicable law.

Professional Engineer shall furnish competent and skilled personnel to perform the work under this
contract. The City of Nashua reserves the right to approve key personnel assigned by Professional
Engineer to perform work under this contract. Approved key personnel shall not be taken off of
the project by Professional Engineer without the prior written approval of the City of Nashua,
except in the event of termination of employment. Professional Engineer shall, if requested to do
so by the City of Nashua, remove from the job any personnel whom the City of Nashua determines
to be incompetent, dishonest, or uncooperative.

CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by

GC 2of 11

, THE CITY OF NASHUA “the Gate City”

Financial Services

Purchasing Department

April 11, 2019
Memo #19-143

TO: MAYOR DONCHESS
FINANCE COMMITTEE
SUBJECT: FISCAL AGENT AGREEMENT WITH CITY ARTS NASHUA (VALUE: $0)
DEPARTMENT: 183 ECONOMIC DEVELOPMENT; FUND: NONE
Please see attached communication from Tim Cummings, Director of Economic Development dated April

40, 2019 for the information related to this purchase.

The Director of Economic Development and the Purchasing Department recommend approval of this
request to name City Arts Nashua of Nashua, NH as Fiscal Agent for the Performing Arts Center.

an Hike
Purchasing Manager

Cc: TCummings J Graziano

229 Main Street « Nashua, New Hampshire 03061 » Phone (603) 589-3330 » Fax (603) 589-3233 |

THE CITY OF NASHUA “the Gate City’

Economic Development

To: J. Donchess, Mayor/Chair of Finance Committee
From: T. Cummings, Economic Development Director
Ce: Members of the Finance Committee

Date: April 10, 2019

Re: Request for Approval of Fiscal Agent Agreement for the Performing Arts Center Project

The Office of Economic Development has been working with City Arts Nashua to develop a
Fiscal Agent agreement relative to the capital campaign efforts for the future performing arts
center.

The idea is to partner with an established 501 c3 entity while the development of a legal entity for
this specific project occurs. This partnership with City Arts Nashua will allow the project to take
advantage of the benefits of the tax exempt status while also developing a private (non-public)
structure, which is highly desirable from the feedback we received during the fundraising
feasibility study that occurred this past summer.

The Office of Economic Development recommends entering into this Fiscal Agent Agreement for
with City Arts Nashua.

FISCAL AGENT AGREEMENT

This Agreement is made as of the day of April, 2019 by and between the City of Nashua, a
municipal corporation with a principal address of 229 Main Street, Nashua, NH 03061 (hereafter referred
to as the “Sponsored Organization”) and City Arts Nashua, a New Hampshire 501(c)3 charitable
organization with a principal address of PO Box 1603, Nashua, NH 03061 (hereafter referred to as the
“Fiscal Agent’).

Purpose of Agreement

The Sponsored Organization has proposed that the Fiscal Agent sponsor and assist in the financial
administration of the fundraising activities for a yet-to-be formed private nonprofit organization, which
will support the operations Nashua Performing Arts Center (‘the Project”). The City of Nashua is
creating a strategic partnership with City Arts Nashua for the sole purpose of the administration and
bookkeeping relative to the fundraising needs of the yet-to-be formed private nonprofit.

The Fiscal Agent has determined that sponsorship of the Project would be consistent with its goals, and
wishes to make arrangements with the Sponsored Organization for the implementation and operation of
the Project.

City Arts Nashua agrees to serve as the fiscal agent for the fundraising activities associated with a
downtown Performing Arts Center to be located at 201 Main Street, Nashua, NH 03061 under the
following stipulation(s):

1. The Fiscal Agent status is in relation to the administration of the fundraising activities for the
Performing Arts Center only.

2. The Fiscal Agent hereby agrees to sponsor the Project and assume administrative, financial and
legal responsibility for purposes of the requirements of funding organizations. The Sponsored
Organization agrees to implement and operate the Project, in accordance with the terms of this
agreement and with any requirements imposed by The Fiscal Agent.

3. The Project shall be operated in a manner consistent with the Fiscal Agent’s tax-exempt status
and as described in this Agreement. No material changes in the purposes or activities of the
Project shall be made without prior written permission of the Fiscal Agent and in accordance with
any requirements imposed by The Fiscal Agent, nor shall the Sponsored Organization carry on
activities or use funds in any way that jeopardizes the Fiscal Agent’s tax-exempt status.

4. The Sponsored Organization shall not, and shall not permit the Project to, attempt to influence
legislation or participate or intervene in any political campaign on behalf (or in opposition to) any
candidate for public office or otherwise engage in the carrying on of propaganda (within the
meaning of section 501(c)(3) of the Internal Revenue Code of 1986).

10.

11.

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13.

The Sponsored Organization is responsible for the complete administration of the Performing
Arts Center’s building and creation.

The Sponsored Organization will provide the Fiscal Agent with reports describing the progress
of the Project and the programs and services of the Project at each Fiscal Sponsor Board of
Director’s meeting, but in no event no less than quarterly, starting April 1, 2019,

On behalf of the Sponsored Organization, the Fiscal Sponsor will establish and operate for the use
of the Project a designated, separate bank account at a FDIC insured or NCUA insured financial
institution with a physical branch in New Hampshire (“Account”), The Account will be
segregated on the Fiscal Sponsor’s books. All amounts deposited into the Account will be used
in its support, less administrative charges under this Agreement, if any, and subject to the
conditions set forth herein. Interest attributable to the funds in the Account will accrue for the
benefit of the Project. The Fiscal Sponsor will provide upon request up-to-date accounting of the
Account to the Sponsored Organization.

The Fiscal Agent shall make deposits into the Account in a timely manner.

The Sponsored Organization will provide the Fiscal Agent with reports describing programs and
services of the Project at each City Arts Nashua Board of Directors Meeting.

The Sponsored Organization will provide all information and prepare all reports, including
interim and final reports, required by funding organizations with the Fiscal Agent’s assistance and
final approval.

Fiscal Agent shall have authority over the financial administration of the Account and other assets
received by it for support of the Project. Fiscal Agent will make disbursements from the Account
to support the Project, subject to the terms and conditions of the Agreement in amounts and at
times in Fiscal Agent’s discretion. All other authority and responsibility related to the Project
shall be vested in and exercised by Sponsored Organization, including the duty to comply with
the terms of this Agreement and with the terms of any agreements with funding sources,
including the preparation of grant reports, although ultimate responsibility for administration of
the restricted fund rests with Fiscal Agent. Any grant of noncash items shall be granted to
Sponsored Organization on an “as is” basis without any warranty or representation about the
condition of such items.

Fiscal Agent agrees that all grants, charitable contributions and gifts that it receives for the
Project and Sponsored Organization will be reported as contributions to Fiscal Agent as required
by law. Further, upon request of the donor, Sponsored Organization agrees to acknowledge
receipt of any such grant, charitable contribution or gift in writing and to furnish evidence of
Fiscal Agent’s Sponsor’s status as an exempt organization under Section 501(c)(3) to the donor.
Fiscal Agent agrees to immediately notify Sponsored Organization of any change in its tax-
exempt status.

Sponsored Organization will use all funds disbursed from the Account for the purposes of the
Project and Sponsored Organization will repay Fiscal Agent any portion of any grant that is not
spent or committed for those purposes. Any changes in the purpose for which Account funds are

14,

15.

16.

17.

18.

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20.

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22,

spent must be approved in writing by Fiscal Agent before implementation. Sponsored
Organization acknowledges and agrees that Fiscal Agent shall have no duty to use Fiscal Agent
funds to pay expenses related to Sponsored Organization’s operations.

As compensation for the services provided by Fiscal Agent under this Agreement, Fiscal Agent
shall be entitled to receive two percent (2%) of all income received up to a lifetime maximum of
Forty Thousand Dollars ($40,000.00) by Fiscal Agent on behalf of the Project , such 2% to be
paid from the Account to Fiscal Agent quarterly.

The Sponsored Organization designates Tim Cummings, Director of Economic Development to
act as Authorizing Official. The Authorizing Official shall act as principal coordinator of the
Project’s daily business with the Fiscal Agent, and shall have authority to sign disbursement
requests to be submitted to the Fiscal Agent.

The Fiscal Agent and Sponsored Organization will maintain all financial records relating to the
Project according to generally accepted accounting principles, retain records as long as required
by law, and make records available to auditors as required by law.

The Fiscal Agent and the Sponsored Organization will reflect the activities of the Project, to the
extent required, on their state and federal government tax returns and financial reports. All
disbursements from an the Account shall be treated as payments made to or on behalf of
the Sponsored Organization to accomplish the purposes of the Project. The Sponsored
Organization will provide the Fiscal Agent with proper documentation to accomplish this,
including furnishing the Fiscal Agent with the Sponsored Organization’s Federal Employer
Identification Number.

The Sponsored Organization will give proper credit to the Fiscal Agent in all publicity and
marketing as decided upon in a case by case basis with the Chair of City Arts Nashua.

The Sponsored Organization retains all assets both tangible and intangible in nature. The Fiscal
Agent acknowledges and waives any ownership of assets acquired during the duration of this
Project and this Agreement.

Sponsored Organization shall indemnify, defend and hold harmless Fiscal Agent and its
employees, officers, directors, successors and assigns (“Indemnified Parties”) from and against
any and all liability that may be incurred by Fiscal Agent arising from Fiscal Agent’s acting as
sponsor under this Agreement, except to the extent arising from the Indemnified Parties own
negligence, willful misconduct or breach of the terms of this Agreement. This indemnity shall
include all reasonable costs of collection, including reasonable attorneys’ fees, but shall be
limited to the amount of funds held by or due to Fiscal Agent from the Sponsored Organization’s
Account under this Agreement.

This Agreement shall expire one year after its execution unless it is agreed to by mutual written
consent of both parties to extend.

Either party may terminate this Agreement by giving 60 days written notice to the other party.
The other party shall not have the right to prevent termination, but legal and funding requirements

23.

24,

may affect the terms of the termination process, particularly if funds have been committed to or
received by Fiscal Agent on behalf of Sponsored Organization but not yet fully expended. Upon
termination of this Agreement, so long as there is another nonprofit corporation which is (i) tax
exempt under IRC Section 501(c)(3), (ii) not classified as a private foundation under IRC Section
509(a), Git) willing and able to sponsor the Project, and (iv) otherwise satisfactory to Fiscal Agent
and Sponsored Organization (a “Successor”), the balance of assets held by Fiscal Agent in its
restricted fund for the Project together with any other tangible and intangible assets held or
liabilities incurred by Fiscal Agent in connection with the Project shall be transferred to
Successor as soon as practicable after provision of the above notice. Sponsored Organization shall
be eligible to be a Successor itself so long as Sponsored Organization has received a
determination letter from the Internal Revenue Service indicating that Sponsored Organization
meets the qualifications to be an IRC Section 501(c)(3) organization and is not classified as a
private foundation under IRC Section 509(a). If no Successor is found within 60 days of such
written notice, Fiscal Agent may dispose of the Project assets and liabilities in any manner
consistent with applicable tax and charitable trust laws.

This Agreement shall be governed exclusively by the laws of the State of New Hampshire and
any claim or action brought relating to this Agreement or referable in anyway 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.

This Agreement shall not be assigned in whole in part by either party without the express prior
written consent fo the other party. This Agreement shall be binding upon, and shall inure to the
benefit of, the parties and their respective successors and assigns. This Agreement may not be
amended, supplemented or modified except by an instrument in writing signed by both parties.
This Agreement may be executed in counterparts, each of which when so executed shall be
deemed to be an original, and such counterparts shall together constitute one and the same
instrument.

In witness whereof, the parties hereto have executed this agreement on the day and year first written

above.

Accepted for City of Nashua (The “Sponsored Organization’):

James W. Donchess, Mayor