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The City af Nashua assumes no liability for the payment of costs and expenses incurred by any
bidder in responding to this request far bids. All bids become the sole properly of the City of
Nashua. This request for bids is not a contract and alone shall not be interpreted as such but
rather serves as an instrument through which hids are solicited.

Bids shall be submitted using the format provided and address the items specified in the bid
package. The City of Nashua may reject any or all of the bids on any bas is and without
disclosure of a reason, The failure to make such a disclosure shall nal result in accrual of any
right, claim or causc of action by any unsuccessful bidder against the City of Nashua. The City
of Nashua reserves the right to waive any irregularities when the public interest will be served
thereby. The City of Nashua also reserves the right to negotiate any change or amendment in any
bid without soliciting further bids if the action is necessary for the best interest of the City of
Nashua.

All bids are binding for ninety (90) days following the deadline for bids. er until the effective
date af any resulting contraci, whichever is later.

The City of Nashua is exempt of all taxes. All bids must bé FOB Nashua, NH. All bidders must
comply wiih all applicable Equal Employment Opportunity laws and repulations.

Pursuant to NRO 5-71 (A), the City of Nashua supports the concept of purchasing products that
are biodegradable, can be or have been recycled, or are environmentally sound. Due
consideration will be given to the purchase of such products, If you are bidding on any such
products that qualify, please so indicate in a cover sheet by item number and description,

Pursuant to NRO 5-78 (F}, the purchasing manager shall not solicit a bid from a contractor wha
is in default on the payment of taxes, licenses or other monies due the city. Therefore, this bid
request is void as to anyone who is in default on said payments.

ff. Scepe of Services

The respondent (“Respondent”) selected will provide the following consulting services to the
City:

lL. To provide general consulting services relative to NMTC program/allocation fora
specific project including educating city staff, elected officials, etc. about NMTC
program requirements and deal structures including, as applicable, formation or
designation of non-governmental entities to own the project how best to appropriately
achieve an allocation for the Performing Arts Center Project.

2. Assist the city in presenting the project to appropriate CDEs and NMTC investors to
obtain commitments of NMTC allocation

3. Identify potential NMTC investors/debt equity providers. and/or how best to structure
NMTC transaction accordingly.

4. Assist the City in identifying appropriate legal and accounting expertise and coordinating
with these service providers accordingly.

4, Assist in the closing of the NMTC transaction.

RFPO265-022018 New Markets lax Credit Program Consultant 2

6. Assist or help the city understand the compliance with all terms, covenants, and

agreements contained in the NMTC joan agreement, indemnification agreement. guaranty
agreemeni(s), community benefits agreement. etc.

iV. Qualifications

The Respondent must have extensive experience and proven track record in providing the
services described above including obtaining allocations for successfully executed projects,
(Entities that have their own allocation are eneouraged to respond).

V, Submission Reauirements
A. Content

The following information should be provided in cach proposal, in the order listed
below:
1. Identifying Information
a, Full legal name, address, and type of legal entity.
b. Federat Employer Identification Number,
c, Name, telephone number, and c-mail address of the representative who
is authorized to discuss and/or negotiate the proposal.
2. Prior NMTC Experience
a. Narralive of experience, including the number of projects successfully
finance through NMTC, amount of allocation attracted to these projects,
and several representative case studies/profiles of successful past
Cngapements
b. List of clients and services provided ~ if’ you are allowed to disclose
{Two pages maximum.)
3. Proposal for City, including:
#. Method for conducting each of the services enumerated ay outlined
through A Scupe of Services.
b. Staffing for each service above, including biographics.
¢. Fee for each service above. If billing hourly, please provide billing rate
ranges for individuals who will work on the account and an estimate as to
the tolal cost for each service.
d. Any specific materials that would need to be expensed
(Three pages maximum, plus biographies.)

B. Questions
Please submit questions to:

Tim Cummings at cummingséfnashuanh. gov

*Wnitten questions must include the requester’s name, c-mail address and the
Respondent represented and should he received by 3:00 PM EST on Monday,
February $2, 2018,

RFPD265-022018 New Markets Tax Credit Program Consultant

The City will consider all timely-received written questions and requesis for
change and, if reasonable and appropriate, will issue an addendum to clarify or
modify this RFP. Answers to yendor submitied questions and other addenda will
be posted under document RFPO265-022018 on the City of Nashua websiicy
wwwnashuunh.poy, under Services, Bid Opportunities: Current Bids and to Bid
Express no later than Thursday. February 15,2018 at 3:00 P.M.

*

Vi. Selection Criteria
The critcria upon which City will base its selection of the successful respondent. if any, may
include the following:

A. Experience providing NMTC consuliing services ta cities/towns and other
enlitics.

B. Proposed method of providing services to Nashua including proposed staffing
and fee struciure.

VI. Conflicts of Interest

Please submit a statement describing whether the representation of the City of Nashua or like
organization would create any poiential conflict of interest, or appearance of impropriety.
relating to other clients/customers.

Please identify any past, pending or threatened litigation or adminisirative or state ethics board
or similar body proceedings to which you or any of your partners are a parly and which would
either materially impair your ability to perform the services enumerated herein, or, if decided in
an adverse manner, materially adversely affect the financial condition of your firm.

Sincerely,

m4 | a,

A ort

wai WG nf Se er
r

Daniclle Greenberg Ms
Purchasing Agent II

Cily of Nashua
greenbored@-nashuanh. ue

RFPO265-022018 New Markets Tax Credit Program Cansultaret 4

Exhibit C

PROPOSAL TO PROVIDE NEW MARKETS TAX CREDIT CONSULTING
SERVICES TO CITY OF NASHUA

RFPO265-0220i18

PROPOSER: William C. (“Niel”) Cannon, Finance and Development Consultant
29 Old Bristol Road, New Hampton, NH 03256
(603} 496-0214

nielcannonib@egmail.com

Sole Proprietorship

EIN: Not Applicable (Sole Proprietorship). Proposer will furnish W-9
and Social Security Number upon specific request of the City of
Nashua.

CONTACT
INFORMATION: See Above.

2. Prior NMTC Eni

a. Narrative of Experience. The Consultant has extensive experience in working
with the NMTC program, commencing In 2006. As demonstrated in EXHIBIT A,
attached, such experience has included working on 11 projects for which over
$94,000,000 in NMTC sub-allocations have been awarded or reserved. Eight
different CDE’s have participated in these projects. Nine of these projects have
closed, one is pending closing, and one project was withdrawn due to more
favorable financing terms.

In addition, Consultant is currently working with two clients with projects that
will require $41,000,000 in NMTC sub-allocations.

There are three projects that highlight the Consultant’s experience in the NMTC
program.

Plymouth Community Health Center ($3,500,000). While serving as
Executive Director of CROC in 2006, Consultant created a non-profit of
CRDC to build and lease a health center in Plymouth, NH. This project

City of Nashua, New Hampshire

Capital Asset Statistics by Function
Laat Ten Fiscal Years

Function
12 2013 2014 2015 2016 qo? 218 2019 2020 2021
Police
Number of stations J L i l ] ! 1 1 ] L
Number of patrol units 25 25 25 25 25 at 27 at 27 28
Fire and Rescuc
Number of staiions T ? 7 ? ? ? ? 7 7 7
Number of ladder uucks 4 4 4 4 4 4 4 4 4 5
Number of pumpers % 8 8 4 a 8 a zg & &
Number of support 5 chicles 25 24 Pi 25 25 25 25 25 23 23
Public Works
Miles of surcets M4 344 344 M4 344 34H 34 344 M4 344
Miles of storm drains 135 433 135 135 135 135 135 £35 135 135
Number of traffic lights 2 a2 91 a4 a4 a 94 a4 Ww of
Number of bridges it 19 19 19 22 22 22 22 22 22
Culture and Recreation
Number of Parks 53 53 53 53 $3 $3 53 f3 $3 53
Park atmage 932 932 932 1,200 1.200 b.260 1200 £.200 1.200 1.200
Playgrounds 25 25 25 25 26 27 2? 27 Pad 27
Baseball ficlds 27 27 27 27 27 2 27 27 Pa 27
Softball ficids 12 12 12 12 12 W 1 W i 11
Football ficlds 3 1 i 2 2 2 4s 2 2 ES
Soccer fields I4 14 cy ls 14 I4 16 lt I6 16
Swimming pools 4 3 3 3 3 3 3 3 3 3
Tennis courts 7 7 15 I4 la 13 13 13 i
Pickle Ball courts 4 4 4 ie
Sewage System
Miles of sanitary sewers 2R6 236 286 284 286 286 286 26 286 286
Number of treatment plants 1 ] 1 ] 1 ] J ] ] E
Number of service connecuons. 23,107 23117 23,246 23.311 23.358 23.40 25.462 23.564 23.577 24.143
Avorgc Daily Flow (MGD) ih i] it i i iW Wi 126 Wl EH
Maamum daily capacity of trcamment (MGD) dr: weather 16 16 16 16 16 6 16 16 50 50
Maximum daily capacity of treatment (MGD) wet weather Te lio HO He Dit 1a 110 rie 110 no
Education
Elementan School Buildings 2 2 12 2 2 2 12 12 12 12
Muddlg School Buildings 3 3 3 3 3 3 3 3 3 3
High School Buildings 2 z 2 2 2 z 2 2 2 2

Data Source
Various city departments

2

was conceived in order to address a significant shortage of health care
services — particularly for low and moderate income residents - of a 12
town region. it was funded by several sources, including an NAATC
allocation from Coastal Enterprises/CCML, a Community Development
Block Grant (CDBG) that was passed through the NMTC leverage mode,
and a Leverage Loan from a consortium of three local banks. Most
significantly, these banks also served as equity investors and purchased
the NMTC’s for the project.

Mr. Cannon worked on all aspects of the deal, including conceptual
planning, deal structuring, financtal projections, closing, and construction.
The project has been closed out and project tenant (Mid State Health
Center) purchased the building for a discounted price {e.g. balance of
bank debt) in 2013. This wos the first NMTC — assisted reaf estate

development project in New Hampshire.

Littleton Food Cooperative ($6,800,000). The LFC was committed to

utilizing NMTC in order to finance an expansion of its facility. However,
Staff leadership and an all-volunteer Board of Directors was having
difficulty grasping the intricacies of the deal. At the Suggestion of the
CDE (Mascoma Community Development} the LFC retained Mr. Cannon
to assist in structuring the financing and addressing some key unresolved
issues, including:

© The need to refinance an existing first mortgage. Mr. Cannon
was able te convince Leverage Lender to include pay-off of first
mortgage as project cost, subject to additional sub-debt (see
below).

© The need for additional debt due to LTV concerns. Due to a low
appraised value, Leverage Lender could not finance 100% of the
required loan amount. Mr. Cannon organized three non-
traditional lenders (NH Community Loan Fund, Grafton County
Economic Development Corp., and NH Charitable Fund) to provide
$1,000,000 jn subordinated debt via the Leverage Lender.

oO The avoidance of COD tax liability upon completion of the 7 year
compliance term and “forgiveness” of NMTC debt. Mr. Cannon
worked with tax counsel to structure a deal that minimizes LFC tax
liability at wind-down.

The project closed in 2016 and construction is complete.

® Cheshire County Courthouse {$10,400,955}, This project was a major

Pricrity of the CDE {New Hampshire Business Finance Authority) due to
the threat of the Courthouse moving out of downtown Keene. However,
local project proponents had made no progress — after more than a year
of trying — to move the project forward. As a Consultant to the CDE, Mr.
Cannon was tasked with finding creative solutions. That solution
included a unique (at the time) deal structure that allowed General
Obligation/TIF bonds to flow through the model as a part of a multi-
sourced Leverage Loan. In addition, we made the City the Master Tenant,
thus allowing the bonds to preserve their "public purpose" and creating a
vehicle for "rebating" property taxes. The project financing closed in 2013
and construction has been completed.

b, List of Clients/Services Provided. Please see EXHIBIT A for list of NMTC clients
and services and EXHIBIT B for general background and experience.

fing/Fee/Expense

a. Method for Conducting Services. The key elements to providing the requested

services are communications, education, and coordination. More specifically,
the Consultant plans to communicate on a regular basis with the City staff and
other stakeholders In order to provide updates on project progress and receive
necessary Input. Moreover, the Consultant will brief stakeholders on the deal
structure as the process evalves. Methoc’s of communications can include 1:1
and group meetings, teleconferences, and e-mail updates. Consultant will rely
on City staff to identify appropriate stakeholders.

Consultant recognizes that the method of financing the Performing Arts Center
may put a significant amount (515,000,000 +/-} “at risk”. Moreover, the
intricacies of NMTC deal structuring are often difficult to grasp. Therefore, there
is a need to educate stakeholders and public officials about the NMTC program
and how it, in this case, it will ameliorate City risk and reduce final costs. To that
end, Consultant will be available to attend workshops and public hearings and
prepare and present materials that explain project details in a Straightforward
manner.

Finally, the Consultant will coordinate the activities of the City “team” working
on the project. This will probably take the form of weekly teleconferences or
visits with appropriate City staff as well as the applicant entity (to be formed).

These conferences will be expanded to include NMTC counsel at the appropriate
time.

More specific tasks include the following:

© Initially, the Consultant will focus on the creation of 2 project profile. This
document, which will become the basis for “selling* the project to
potential CDE’s, will focus on the following elements:

o Acompelling narrative that focuses on the need for the project,
its economic and community impacts, and its consistency with
NMITC program goals.

© Adeal structure, including detailed budget, flow of funds diagram,
financial assumptions, debt service calculation, and cash flow/DSC
projections. In accomplishing this task the Consultant will utilize a
financial model that he has developed and uses successfully over
several years.

This profile will be circulated to several CDE’s, including, at a minimum,
Mascoma Community Development ($23,000,000 in unallocated credits),
Citibank (new allocation of $65,000,000) and Massachusetts Housing
Investment Corp. (new allocation of $65,000,000). Follow up calls and
visits will be made to key contacts in these organizations and the profile
will be expanded to include discussion of project consistency with CDE’s
mission-specific objectives.

The project profile will also be circulated to US Bank CDC, which, in
addition to being the largest investor in credits, recently received a
$70,000,000 NMTC allocation.

® Ongoing modifications to the deal structure/model as financing details
emerge.

® Identification/formation of NMITC entities:

oO The Leverage Lender. This entity would receive bond proceeds
from City and lend them through the NMTC structure via an
Investment Fund ("IF”]. It would also collect Payments of interest
and principal from the IF.

& The Borrower/applicant entity (“Qualified Area Low income
Community Business” or “QALICB*). Ideally, this borrower would
be a non-profit entity in order to avoid COD tax fability. Further,

it would likely be an affiliate of the Leverage Lender. [t would be
the building owner.

o Master Tenant. This would be the City of Nashua, which would
serve a limited purpose solely to preserve the “public Purpose’ of
the bonding and, if necessary, allow “rebate” of Property taxes via
payment of administrative fees to QALICB.

o Sub-Tenant. This would be the operator of the facility. It would
Pay rents and fees to Master Tenant, which would pass them on
to QALICB. QALICB would then pay debt service and other costs
from this revenue stream.

® Procurement of legal and accounting services. Based on past experience,
the Consultant will provide the City with recommendations for retaining
NMTC counsel. The Consultant has worked with several lawyers whose
fees are reasonable and have strong working relationships with various
CDE's. it may not be necessary to retain accounting services, since: (a) the
Consultant will provide initial projections and modelling whereby input
from City Finance Department will be sufficient; and (b) the participating
CDE usually reserves the right to retain its own accounting firm, at the
expense of borrower.

® Assistance in closing transaction. The Consultant will work with legal
counsel to close the financing deal. Usually, weekly teleconferences,
involving all the parties, commence 6 — 8 weeks prior to closing.
Consultant will work to coordinate these calls and follow up on checklist
items. He will also review and comment on key documents in order to
identify problems and bring them to the attention of counsel. The goal
here is to control costs by focusing counsel time on drafting and review of
documents rather than doing follow-up work that can be done by
Consultant or others.

b. Staffing. Mr. Cannon will provide services far all phases of project. See EXHIBITS
A and B for Qualifications.