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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.

Finance Committee - 4/17/2019 Page 14

Alderwoman Kelly

Yes so we had originally talked about the fiscal agency as something that was a stop gap while we were
setting up our 501(c)3, can you talk you about where we are in that process please.

Mr. Cummings

Yes again a great question. So as quickly as possible and we are working through these minor details, they
are minor but they play a major role. They have material effects; so we need to make sure we are doing, we
are doing things appropriately. We would be looking to set up this separate 501(c)3 to take over for what City
Arts Nashua is currently doing anytime now. Hopefully within the next few weeks we can file that paperwork
that would create the non-profit. That non-profit then would have to file for IRS Tax Exempt Status which could
take anywhere around six months. And so what we want to make sure we do though is make sure that we set
up this structure that allows us to proceed in a way that doesn’t prohibit the New Market Tax Credit transaction.
And if anything can help complement it and those are the type of more nuanced conversations that are
occurring.

Attorney Bolton

| believe you will all be seeing in the material you receive on Friday a Resolution to adopt State-enabling
Legislation that will allow for the creation of one or more non-profit corporations by the City and that is the next
step in putting this in motion. So you will be seeing that on Friday for introduction next Tuesday and hopefully
approval at the next Board of Aldermen meeting.

Alderwoman Kelly

| just wanted to clarify something and then I’m going to give the floor. When | asked about the $40,000.00; it
doesn’t matter whether we are raising them through the Tax Credits or we are raising them privately, we will
have to account for the Fiscal Agent fee before we move forward correct ? If we have $40,000.00 less than $4
million then we can’t move forward?

Attorney Bolton

No it’s just an expense. We have to raise a certain amount of money, how we spent that is not controlled in
that Resolution.

Alderwoman Kelly

Thank you.

Mayor Donchess

Now this agreement can be terminated with 60 days’ notice if we don’t like it. But | think, | would reiterate
again there is no City money that will go to City Arts as a result of this contract; no City tax funds. These are
all privately raised funds; 2% would go City Arts Nashua. So if you contribute $5,000.00, $100.00 of those
dollars would go to City Arts Nashua for the service they are providing in enabling you to get a Charitable Tax
Deduction and for holding the funds until the funds are needed.

Alderman Caron

Thank you, so this is a one-time $40,000.00, no more than $40,000.00; doesn’t matter how long it takes, it’s no
more than $40,000.00 that City Arts will get?

Finance Committee - 4/17/2019 Page 15
Mayor Donchess

Correct and not one of those dollars will be a City tax dollar.

Alderman Caron

Ok thank you, my next question is are they holding that in a separate account for the Performing Arts Center?
And | see a head shaking.

Mr. Cummings

If | may Mr. Mayor, yes, yes, they are, it’s a whole separate bank account.
Alderman Caron

So do you think that someday we will know what we have in that bank account?

Mr. Cummings

If | may, | know the Capital Campaign Committee, which | am not part of, is working hard and as diligently as
possible and, in fact, | believe they meet tomorrow morning.

Alderman Caron

Thank you.

Mayor Donchess

But they cannot really begin in earnest until we have the design so | mean that’s getting close.

Alderman Harriott-Gathright

My question is the $40,000.00 so conceivably they might not ever get to that $40,000.00 correct?
Mayor Donchess
Correct.

Alderman Harriott-Gathright

Thank you.
Alderman Caron
We'd like them to that’s the thing.

Alderman Harriott-Gathright

No we don’t.
Alderman Caron

Yeah you do because you want that $4 million dollars.

Finance Committee - 4/17/2019 Page 16

Mayor Donchess

Well once we establish a separate 501(c)3 money could go there and wouldn't go to the ... so even private
contributions would go to that entity and not to City Arts. So only with respect to money that goes to City Arts
while they are performing 501(c)3 services go to them. So if the bulk of the money comes in through the other
501(c)3, they would get very little.

Alderman Caron

Thank you for clarification.

Alderman Klee

That is kind of what | was going to clarify also. But on the opposite end, if this does take a long time for us to
get a 501c and suddenly somebody dropped an extraordinary amount of money, which probably won’t ever
happen but if it did, we would not go over the $40,000.00 and that’s kind of what this contract is.

Mayor Donchess
If someone gave $10,000,000.00 we still pay $40,000.00 total.
Alderman Klee

Right and if we’ve already been collecting up to that point it would be even less on that $10 million dollars so
that’s the bottom line but we do hope — once this gets approved and so on how long do we know, | had heard 6
months to a year it could take to get a 501(c) depending upon the IRS’ time and availability. Do we have any
clue or idea as to what we think, realistically?

Mr. Cummings

So if | may Mr. Mayor, | am going to say that we are creating a structure that is going to be as clean and as
putting ourselves in the best position possible so we achieve that designation as quickly as possible so | can’t
speak for what the timeline would be for the IRS. But we are doing in a way so whatever that is, it’s on the 6
month side of things not the year side of things, which was part of the issues that we were working through
relative to the New Market Tax Credit.

Alderman Klee

But it may not happen until after the money needs to be gotten sort to speak and we could possibly stay with
City Arts to that February/March date, but thank you.

MOTION CARRIED

From: Tim Cummings, Economic Development Director
Re: Notice of Change in Contract for Residential Brokerage Services with Louise Brochu

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

From: Tim Cummings, Economic Development Director
Re: Memorandum of Agreement with Spectacle Management

Alderwoman Kelly

| can move to accept the communication and place it on file but | would like to point out that | did not see the
MOA attached.

Finance Committee - 4/17/2019 Page 17

Mayor Donchess

Yeah | didn’t see it either actually.

Mr. Cummings

If | may | have it front of me because that’s Resolution 18-073 which is later on in your agenda.

Mayor Donchess

Yes, right, right.

Alderwoman Kelly

I'll withdraw that.

There being no objection, Mayor Donchess accepted the communication and placed it on file.
UNFINISHED BUSINESS — None

NEW BUSINESS — RESOLUTIONS

R-19-129

Endorsers: Mayor Jim Donchess

Alderman-at-Large Ben Clemons

Alderwoman Mary Ann Melizzi-Golja

Alderwoman-at-Large Shoshanna Kelly

Alderman June M. Caron

Alderman Tom Lopez

Alderman-at-Large Brandon Michael Laws

Alderman Patricia Klee
AUTHORIZING THE CITY OF NASHUA TO ENTER INTO CONTRACTS WITH NASHUA
COMMUNITY COLLEGE, RIVIER UNIVERSITY, TOWN OF HUDSON, TOWN OF MERRIMACK,
SOUHEGAN VALLEY TRANSPORTATION COLLABORATIVE AND THE PLUS COMPANY FOR
TRANSIT SERVICES

MOTION BY ALDERWOMAN KELLY TO RECOMMEND FINAL PASSAGE
MOTION CARRIED

R-19-132
Endorser: Mayor Jim Donchess
AUTHORIZING THE MAYOR TO ENTER INTO A SUCCESSOR “CONCESSION AGREEMENT”
WITH GRANITE DIAMOND, LLC

MOTION BY ALDERWOMAN KELLY TO RECOMMEND FINAL PASSAGE

ON THE QUESTION

Mayor Donchess

And we have a guest here. So Mr. Creedon is here, maybe you could come up and sit next to Alderwoman
Caron that would be great or right there, either way, wherever, either way. So what this Resolution does is it

approves a transfer of the Lease from the former owner of the Silver Knights to the new owner of the Silver
Knights which is the entity that is described, but in essence is Mr. Creedon’s company.

Finance Committee - 4/17/2019 Page 18

Mr. Creedon is already an operator or his company, his family, are already an operator in the league. They
own the Worcester Brave Hearts and they have come to the City, they have shown a lot of imagination and
energy down in Worcester and they have come forward and put forth a very ambitious plan regarding growing
the team and making it a successful entity. We do still believe that Silver Knights are going to beat the Brave
Hearts this year and probably every year. And we put a little bit of a wager on that with their General Manager,
down in Worcester. But! think Mr. Creedon is going to do a great job for us and will really move the team
forward based upon the discussions and everything that Mr. Creedon has done already. But with that | might
introduce Mr. Creedon and he could tell you a little bit about himself and what he intends for the team.

Mr. Creedon Good evening and thank you for your time. As the Mayor said we are already in the baseball
business; we’ve been operating a baseball team for six years now in Worcester, Massachusetts. My family
business and background, we are actually a catering company and a tent rental company. So we come at the
baseball business model from the hospitality perspective, so we are very excited about extending some warm
and plentiful hospitality to all the guests for the Nashua Silver Knights Games and that would also extend
beyond Nashua Silver Knights Games to City events as the ballpark as well.

So | am very excited at the opportunity and | want to thank Mayor Donchess and your administration; the Parks
& Rec Department, everybody has been warmly welcome and gracious and very supportive of us operating the

team. The collaboration could not have been better up to this point and | am very excited for what the future
holds near-term and long-term. So thank you all.

Mayor Donchess

And the terms of the lease are precisely the same. All we are doing is just substituting one entity for the other
in terms of the team with whom we have a relationship, or the owners of the team with whom we have a
relationship.

Alderwoman Kelly

It’s not a question, just a comment, | wanted to say welcome, excited to have you. | know that I’ve been going
to the baseball games since | moved to Nashua and | think it is a treasure that we have here in the City. My
daughter loves to go, so looking forward to seeing you.

Mr. Creedon Thank you, wonderful. | look forward to seeing you and your family, thank you.

Mayor Donchess

And they have a deal, if you offer the same thing as Worcester, if you pay $385.00 for the season, you can go
to every game and eat as much as you want for $385.00.

Alderman Laws

They haven’t met my fiance.

Alderwoman Kelly

| wouldn’t have said that in public, she may not be your fiancé anymore.
Alderman Caron

They haven’t met the Board never mind.

Mayor Donchess

It’s 22 games, right?

Finance Committee - 4/17/2019 Page 19

Mr. Creedon It’s 28 regular season home games and then playoffs.

Mayor Donchess

So you’d get 28, 30 meals for $385.00 as much as you want, so that’s a pretty good deal.
Alderwoman Kelly
I’m eating for 2 so here we go.

Alderman Harriott-Gathright

How do you spell your last name?
Mr. Creedon C-R-E-E-D-O-N.

Alderman Harriott-Gathright

Thank you.

Alderman Caron

| want to welcome you too because | think this is a great fit for Nashua. | was there when the first group came
in 100 years ago and was part of the ballfield for 40 years. It is nice to see new faces there and | am sure you

are going to bring some new and exciting things for not only the team but the concession stand, we hope. And
no Mayor | will not be giving $375.

Mayor Donchess

$385.

Alderman Caron

Or $385.00 seniors don’t get a discount?

Mayor Donchess

| have talked to some single people in our community who have said “Hey that’s a good way to take care of 28
nights of dinner during the summer’.

Mr. Creedon Even better, it’s $350.00.
Mayor Donchess

Oh it’s $350.00.

Alderman Caron

For seniors.

Mr. Creedon Friends and family discount, sure.

Finance Committee - 4/17/2019 Page 20

Alderwoman Kelly

That works out to $12.50 per meal.
Mr. Creedon I'll see you at every game.
Alderman O’Brien

| just want to say welcome, | think this is great, | mean it’s one of the better assets to this City for the family fun,
to come out on a nice night and enjoy a decent ballgame, take concession advantages, nothing like a hot dog
at Hollman Stadium. They taste better there for sure. | wish the best of luck to your franchise.

Mr. Creedon Thank you very much.

Alderman Laws

How do | follow that up really, | don’t want to be the only person not to welcome you into the community. I’
excited and | was going to ask you afterwards, but I'll just invite you now to Downtown Improvements
Committee at some point. Hopefully there is something we can do to work with you to get the local downtown
businesses involved with the stadium. | remember, just anecdotally, years ago there was a bartender, small
business owner downtown that used to have something called Stars & Bars where they would take all the local
bartenders and place them on teams against people on the Knights. And it was a great time, packed stadium.

m

Mayor Donchess

| think that’s a good idea, so Alderman Laws could pitch, it would be great.
Alderman Caron
So Mayor if | remember, the last time you were Mayor, we had a ball team playing out there, it was the Board

of Aldermen against all these various employees and Department heads at Hollman Stadium and that turned
into a... community or health department chief, Dolly Dollavance was part of that crew.

Mayor Donchess
Maybe we should do that again.
Alderman Klee

A bat in my hand is a lethal weapon, we don’t want that. And | was going to add that | still have the video of
Alderman Laws throwing out that first pitch. Anybody wants to see it, | have it on the phone.

Alderman Laws

It was a great honor Mayor thank you, extending you that courtesy | appreciate it.
Mayor Donchess

Any other discussion? All those in favor of the motion?

MOTION CARRIED

Mayor Donchess

And this will be voted on by the Board of Aldermen Tuesday.

Finance Committee - 4/17/2019 Page 21

Mr. Creedon Thank you all.

Mayor Donchess

Thank you for coming.

R-19-133

Endorsers: Mayor Jim Donchess
Alderwoman Mary Ann Melizzi-Golja
Alderman Patricia Klee
Alderman-at-Large Brandon Michael Laws
Alderman Tom Lopez
Alderwoman-at-Large Shoshanna Kelly
Alderman-at-Large David C. Tencza
Alderman Jan Schmidt

AUTHORIZING THE MAYOR TO ENTER INTO A MEMORANDUM OF UNDERSTANDING WITH

SPECTACLE MANAGEMENT, INC.

MOTION BY ALDERWOMAN KELLY TO RECOMMEND FINAL PASSAGE
MOTION CARRIED

NEW BUSINESS — ORDINANCES — None

RECORD OF EXPENDITURES

MOTION BY ALDERWOMAN KELLY THAT THE FINANCE COMMITTEE HAS COMPLIED WITH THE CITY
CHARTER AND ORDINANCES PERTAINING TO THE RECORD OF EXPENDITURES FOR THE PERIOD
MARCH 30, 2019 TO APRIL 11, 2019

MOTION CARRIED

GENERAL DISCUSSION

Alderman Laws

Thank you Mayor. | just wanted to point out, | was a little flustered at the beginning of the meeting because |
saw a presentation on the agenda and | was expecting that screen to come down and then he was sort of
talking, referencing page numbers and | felt like | was back in College. So just in the future, fortunately
Alderman Klee showed me the light, but in the future when there is a presentation like that and there is a
pamphlet of material that we should be following along with ..

Alderman Klee

We did get it.

Alderman Laws

Where was it.

Alderman Harriott-Gathright

It was in the e-mail.