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City of Nashua
March 18, 2019
Page 3

12. Conducting required due diligence and preparing non-tax legal opinions on the
entities and leverage loan transactions customarily provided by developer's or
sponsor's counsel,

The transaction caps assume that the transaction will be structured such that the NMTC will be
allocated to a single investor and that a closing will be concluded with the first investor with
which the City and its affiliates enters into a term sheet or letter of intent. Ifa replacement for
this first investor is needed for any reason, we would need to re-negotiate the transaction cap
with the City and its affiliates.

Our compensation will be determined based on hourly rates subject to a not-to-exceed cap for the
above-described services. The hourly rates for this engagement will be our standard hourly rates
less a discount of ten percent (10%). So, for example, my hourly rate will be $342 instead of the
$380 referenced in my earlier letter. In addition, we will not charge for any travel time or
mileage to attend meetings in Nashua.

The not-to-exceed cap for the above-described services is Fifty-Five Thousand Dollars
($55,000), assuming that no different wansaction structure, unforeseen circumstances or delays
occur in closing the transaction. Such items could include, for example, additional sources of
financing, having a NMTC allocation from more than one CDE or lender / investor and/or due
diligence or legal opinion requirements that are more than is customary for NMTC transactions.
If such items arise, it is expected that the City and we would re-negotiate this cap.

Our legal fees will be payable at the closing of the NMTC transaction assuming it successfully
closes Ifthe NMTC transaction does not successfully close, our legal fees would be payable
thirty (30) days after the determination not to move forward with the NMTC transaction.

Further, in recognition of the risks to the City prior to being notified that the Project has received
a NMTC allocation, we propose an additional risk sharing arrangement. We understand that all
or part of the tasks listed in (1)-(3) above will need to be performed prior to the receipt of a
NMTC allocation. In the event that the City is not notified that a NTMC allocation is available
for the Project, and as a result the City determines not to move forward with the NMTC
financing, we will limit our total fees to a maximum payable by the City of Five Thousand
Dollars ($5,000).

The tasks listed in (4)-(12) will only be undertaken if the City is notified that a NMTC allocation
is available tor the Project.

We understand that legal services for real estate acquisition and transfer matters, leasing matters,
land use and permitting matters and bond matters are to be provided by the City’s Corporation
Counsel. Our proposal does not include any of those services or any other services beyond those
listed in (1)-(12) above. If the City later determines that it would like our services in any of
those or other matters related to the Project, we would be pleased to discuss working with the

City of Nashua
March 18, 2019
Page 4

City on those matters at the discounted hourly rate described in this letter but our work on those
would not be subject to the cap described in this letter.

In addition to the fees for services described above, the City will pay or reimburse us for state or
other governmental filing fees to organize and/or maintain the entities which will participate in
the transactions described, photocopying, faxes, telephone services and other out-of-pocket
disbursements to third parties in connection with the Project. For budgeting purposes, we expect
that the amounts described in this paragraph will be $1,500 or less.

We also discussed that this firm or our affiliate, Classic Title Co., is available to provide any
required title services or insurance that will be required in this transaction.

Either the City or Drummond Woodsum may terminate this agreement [other than the City’s

responsibility to pay previously earned fees and charges] if the City has not been notified by
September 30, 2019 that a NMTC allocation is available for the Project.

The services provided under this fee arrangement will be considered complete upon the closing
of the Project’s NMTC financing unless the agreement is terminated prior to that time.

Please sign both originals of this letter enclosed to acknowledge that you have read the above
agreement before signing il, and to evidence your agreement to the terms of this fee agreement.

We are pleased to serve as your counsel and we look forward to working with you on this
project.

Very truly yours,
DRUMMOND WOODSUM & MACMAHON

By, gt!
J ohp’S, . Kaminski

SEEN AND AGREED TO:

CITY OF NASHUA

By:

Name:
Title:

| THE CITY OF NASHUA "The Gate City’

Economic Development

To: James Donchess, Mayor
From: T. Cummings, Economic Development Director
Ce:

Date: April 4, 2019

Re: Notice of Change in Contract for residential brokerage services with Louise Brochu

The Office of Economic Development issued RFP 0019-060418 to request proposals for to
provide marketing and brokerage services to the City of Nashua, through the Officer of Economic
Development related to following residential property late last summer.

Two specific properties are to be sold: 11 Baldwin Street and 9 Hillcrest Avenue both properties
where at one time part of the Broad Street Parkway project. The City awarded the business to
Louise Brochu in the fall.

This memo is being provided to update and provide notice to the Finance Committee that Louise
Brochu changed brokerage firms last winter and is now with Cameron Prestige instead of Keller
Williams whom we originally entered into contract. Upon learning of the above development my
office placed the contract on hold until Louise was operating under the new brokerage firm and to
allow for the spring to arrive where a better selling price would be achieved.

At this time, Louise is now established and working in her new brokerage firm and we are satisfy
to move forward.

2) THE CITY OF NASHUA “the Gate Ci

Economic Development

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

Date: April 4, 2019

Re: Memorandum of Agreement with Spectacle Management

The Office of Economic Development issued RFP 0275-102418 to request proposals for
operations and management services of the future performing arts center. The idea is to procure
on behalf of the future performing arts center a 3 party private sector entity that would manage
the day-to-day operations, book acts/performances and provide technical expertise as necessary
for the benefit of the community. We received 1 proposal from Spectacle Management.

A sub group of the PAC Steering Committee met with Spectacle Management and then the entire
Steering Committee met with Spectacle Management to discuss, interview and assess how
Spectacle Management would possibly manage the facility.

The overall PAC Steering Committee recommend to the Board of Aldermen in December of 2018
that the city engage Spectacle Management based on Spectacle stellar competent track record as
being a qualified operator. It should be noted, since this summer in good faith Spectacle
Management has worked alongside the PAC Steering Committee to design and continue
developing a feasible project that will make the city proud.

Relative to the process, this MOA is the 1“ step in a multi-step contracting process. This initial
MOA was developed to give both parties a comfort level that once a design is further along a
more detailed operator agreement will be put into place.

The Office of Economic Development recommends entering into this MOA for operational
services with Spectacle Management.

REPORT OF THE FINANCE COMMITTEE

APRIL 3, 2019

A meeting of the Finance Committee was held on Wednesday, April 3, 2019, at 7:00 p.m. in the Aldermanic
Chamber.

Mayor Jim Donchess, Chairman, presided.

Members of the Committee present: Alderman Michael B. O’Brien, Vice Chair
Alderwoman-at-Large Shoshanna Kelly
Alderman-at-Large Brandon Michael Laws
Alderman Patricia Klee
Alderman June M. Caron
Alderman Linda Harriott-Gathright

Also in Attendance: Dan Kooken, Purchasing Manager
David G. Fredette, Treasurer/Tax Collector
Sarah Marchant, Director Community Development
David Boucher, Superintendent of Wastewater

PUBLIC COMMENT - None
COMMUNICATIONS

From: Dan Kooken, Purchasing Manager
Re: Contract Award of Transit Service Operations (Value $10,945,301)

MOTION BY ALDERWOMAN KELLY TO ACCEPT, PLACE ON FILE AND, CONTINGENT UPON BOARD
OF ALDERMEN APPROVAL, AWARD THE CONTRACT TO FIRST TRANSIT, INC., IN THE AMOUNT OF
$10,945,301. FUNDS ARE AVAILABLE IN DEPARTMENT

186, TRANSPORTATION; GRANT FUNDS

ON THE QUESTION

Mayor Donchess

And Ms. Marchant is here to brief us on this item.

Sarah Marchant, Director Community Development

Good evening, thank you. The Transit Operations subcontracts out for the driver’s dispatch and regular
movement of the buses every day; management of general safety and those things. So First Transit has been
our provider for the past 20+ years. We went out to bid and solicited from 7 firms and received 2 qualified
responses. We interviewed both qualified responses and had quite a bit of negotiations over insurance this
time. There has been substantial changes to insurance which changed some of the fee structures. So we
went back for several months on that; got two final offers and those are before you are tonight. We are
recommending going forward with First Transit which is almost $2 million dollars less than the other response.

It is a lot of money, it is a 5 year contract and it is about $2 million dollars a year and it is budged for. If there
are any questions | am happy to answer them.

Finance Committee - 4/3/2019 Page 2

Alderwoman Kelly

Yeah so | was actually, | was trying to dig around a little bit and see is it typical for a municipality to send this
out to bid versus doing it themselves?

Ms. Marchant

So it’s a great question. There are many different ways that transit are operated. We are unique in that we
have a transit department; it is actually a City Department. There are many transit authorities; for example
Manchester is a separate transit authority, they are not part of the City. Up in the Dartmouth Region there is a
regional transit authority; in the Seacoast there’s a regional transit authority. So the way Nashua has set this
up is unique. My understanding is this was more of — the City owned the assets but we used to subcontract
out all of it; we didn’t have any City staff, we subcontracted the whole operations out, we just owned it.

We did a big analysis on that and what was the most cost-effective method for the City to run the operations
and | am not going to have this date right but 12 years ago, 14 years ago, we switched over. So we have a
City Department with the management and the operations team. We, the City Staff, have all the maintenance
contracts and we own all the assets. So the only thing that we sub out is the driver's and the management of
that and dispatch. So that has been a very cost-effective method for that as part of this. With the Federal
dollars we are required to do a cost analysis compared to other ways that people operate in the State and we
have found that we are still very, very effective in this method.

Alderwoman Kelly

You may not know the answer right now | was just wondering if when we did the analysis 12 years if we knew
how much it actually saved us, either percentage-wise or dollar-wise?

Ms. Marchant

| don’t Know off the top of my head, | don’t know that I’ve ever specifically seen that. | Know that our insurance
costs dropped $200,000.00 by bringing it under the City; that’s just one tiny piece of it. I’m sure that information
is out there and | am happy to look for it. | could share the cost-analysis that we did just recently for the FTA
comparing like services. It isn’t necessarily comparing only in New Hampshire; it is in the region to find

something that’s a little bit more like us and like contracted services and the hourly rates. That shows that we
are very, very competitive doing it this way; I’d be happy to provide that.

Alderwoman Kelly

Sure it sounds like it is what we’ve been doing, but | just want to know for my own education as we go so |’d
love to see that.

Alderman Laws

Director Marchant just took care of all the questions that | had.
Ms. Marchant

Excellent.

MOTION CARRIED

Finance Committee - 4/3/2019 Page 3
From: Dan Kooken, Purchasing Manager

Re: Pump Station Upgrades Project - Phase 1 Construction Engineering Services (Value: $409,900)
MOTION BY ALDERWOMAN KELLY TO ACCEPT, PLACE ON FILE, AND AWARD THE CONTRACT TO
WRIGHT PIERCE IN THE AMOUNT OF $409,900. FUNDS ARE AVAILABLE IN DEPARTMENT 169,
WASTEWATER; STATE REVOLVING LOAN FUND

ON THE QUESTION

Mayor Donchess

And this is of course Superintendent Boucher from the treatment plant. Could you describe or explain this and
the next item which work together?

David Boucher, Superintendent of Wastewater

Thank you, good evening. Dave Boucher, Wastewater Superintendent. This is Phase | of a 2-Phase project
for upgrading all the pump stations, the sewer pump stations throughout the City of Nashua and some CSO
facilities which transfers water from low gravity sword to a higher gravity sword so it eventually gets to the
Wastewater Plant. They are all in need of updating; this is for the first 6. The engineering services from Wright
Pierce will oversee the construction phase of the project. | don’t know if you have any questions on that.

Alderman O’Brien

Yes good to see you again coming before this Committee. And | know what has happened in the past with the
sewage treatment. Is it your hope that instead of doing all 6 in one bite that you can get into a deferred
maintenance program or is that part of the deferred maintenance program to get this done? Is this something
from past inattentiveness?

Mr. Boucher

Yes this is suffering from the past. So this will be, you know, once it is done, then it will be part of a
maintenance program to maintain these. When these were originally constructed, they were constructed in the
fashion; you’d build pump stations back then. Everything 20 feet below ground; so a lot of these will be brought
above ground where it is safer for the employees to work on pumps. So everything will be transmitted above-
ground. So it’s not so much, you know, neglect or anything like that, it’s making it safer for our guys. A lot of
these pumped get clogged, there are a lot of rags in the system. So they have got to be constantly be pulled
up. It’s also updating the pumps that can handle the type of materials that come through the line without
having to take them off-line, pull them apart, take the rags out and put them back in. So there will be more
updated pumps in these facilities.

Alderman O’Brien
Excellent, thank you.

Alderwoman Kelly

Thank you, I’m not sure if Mr. Kooken would answer this but | was wondering about the State revolving loan
fund, what that is and any history behind it?

Dan Kooken, Purchasing Manager

| don’t know.

Finance Committee - 4/3/2019 Page 4

Mayor Donchess

Yes come on up Treasurer Fredette.

David G. Fredette, Treasurer/Tax Collector

David Fredette, City Treasurer. The State Revolving Loan Fund works very similar to a bond. It is actually a
loan from the State and they get Federal funds for this. And in the past we have done some projects with
bonds and more with the loans because they tend to be a little less cost. The rates are very good and you
don’t start paying until the project is about 98% complete which is good. The rates are usually sometimes a
half per cent lower than a bond. So we use it a lot at the landfill and at the wastewater treatment.

Alderwoman Kelly
Thank you.
MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Pump Station Upgrades Project — Phase 1 Construction Services (Value: $3,469,550)

MOTION BY ALDERWOMAN KELLY TO ACCEPT, PLACE ON FILE AND, CONTINGENT UPON BOARD
OF ALDERMEN APPROVAL, AWARD THE CONTRACT TO DEFELICE CORPORATION IN THE AMOUNT

OF $3,469,550. SOURCE OF FUNDING IS DEPARTMENT 169, WASTEWATER; STATE REVOLVING
LOAN FUND

ON THE QUESTION

Mayor Donchess

Do you have anything to add beyond what you explained on the last item? | know this is directly related.
Mr. Boucher

This went out to bid, Defelice was the low bidder of the three, we checked references and the references came
back in favor of awarding the bid to Defelice. They were within the engineer's estimate of the project.

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Purchase of One (1) Fairbanks Brand Pump from Hayes Pump (Value: $29,511)

MOTION BY ALDERWOMAN KELLY TO ACCEPT, PLACE ON FILE AND AUTHORIZE THE PURCHASE

FROM HAYES PUMP, INC., IN THE AMOUNT OF $29,511. FUNDS ARE AVAILABLE IN DEPARTMENT
169, WASTEWATER

ON THE QUESTION

Mayor Donchess

Mr. Boucher?

Finance Committee - 4/3/2019 Page 5

Mr. Boucher

So this is a pump for one of our pump stations called Northgate Pump Station. Typically there are at least 2
pumps at a pump station; one is a backup in case one goes down. We just recently had one go down, we can
typically send it out for repairs and rebuild. Unfortunately the one that we had pulled was beyond repair. So
this pump is specked out, even though this pump station is not involved in the first 6 facilities to get upgraded
because this pump station tended to need less work. Unfortunately this pump came up after the bids went out
so this pump that we are purchasing is the same pump that is in the specifications for the Phase II pump
station upgrade. So even when we do Phase II this pump will still be valid. Unfortunately they are extremely
expensive pumps. It’s one of our larger pump stations.

Alderman O’Brien

Thank you Mr. Mayor. With that comment if this is your largest | think in the City, and it is only running on one
pump, so is this issue going to get expedited | would imagine, just in case? The other one is equal in age |
would imagine?

Mr. Boucher

Yes that’s the goal and we are paying close attention that if it does go down, currently we have a crew out
there as soon as possible because the pump can’t go down, we only have one installed right now. So if it goes
down then the sewage backs up.

Alderman O’Brien

Follow-up if | may? This is the one that’s closest to the river, am | correct?

Mr. Boucher

Campton Street | think is the one it’s close to.

Alderman Klee

In leading to what you said this is the largest pump, we only have one working right now. When we get the
new one in, if this is approved and you get the new one in, this becomes your backup. Will you be checking to
make sure that this is a sufficient backup and that it doesn’t need to be replaced itself or repaired so that we
don’t end up with just one again? Is that what the plan would be?

Mr. Boucher

Yes we do maintain these pumps; we do have crews that go out there several times a week to check them.
Unfortunately the pump that was taken out is beyond repair. But this will be a good pump, it will be the backup
and we will continue to service both pumps. When we do the pump station upgrade Phase II the other one will
be replaced, the older one.

Alderman Klee

Thank you.

MOTION CARRIED

UNFINISHED BUSINESS — None

NEW BUSINESS — None

Finance Committee - 4/3/2019 Page 6

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 16, 2019 TO MARCH 29, 2019

MOTION CARRIED

GENERAL DISCUSSION - None

PUBLIC COMMENT - None

REMARKS BY THE ALDERMEN

Alderman O’Brien

| would just like to say that | am very impressed with Mr. Boucher and the work that he’s doing. Our sewer
systems is one of the silent things that exist out there. But when it fails it does not remain silent. | think to
compliment him for catching a lot of this and bringing it up to par. It was an infrastructure that unfortunately for

whatever reasons, tax, spending cap, or whatever, but it got put on the back burner. I’m glad it’s at the
forefront now and starting to get repaired. So | think we are on the right flush sort to speak.

NON-PUBLIC SESSION — None

ADJOURNMENT

MOTION BY ALDERWOMAN KELLY TO ADJOURN
MOTION CARRIED

The Finance Committee meeting was adjourned at 7:15 p.m.

Alderwoman-at-Large Shoshanna Kelly
Committee Clerk