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3/13/2019

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http://citygisweb3.nashuanh.gov/NashuaNH/default.aspx

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AMBERST
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367
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DANIELS,
ETHNEA C

LINDBLOOM,
JACQUELINE

CANNAVA,
KATHLEEN L
REV TRUST

SOUTHLAND
CORPORATION

CAR WASH
PROPERTIES
LLC
CAMPAGNA,
RONALD J &
LINDA M

STELLOS
FAMILY

OLYMPIA
EQUITY
INVESTORS
AXlll

547 AMHERST
STREET LLC

JB NASHUA
RETAIL LEC

HOLLAND
HAMPSHIRE
LLC

647 AMHERST
STREET LLC

City of Nashua NH - GIS

6/6

° Planning 603-589-3090
C I ty 0 f N as h ua Fire Marshal Office 603-589-3460

Addressing Committee GIS Department
229 Main Street Nashua Police Department
Nashua, New Hampshire 03061-2019 Legal Department

Street Re-Numbering Petition

To: Aldermen, Alderwomen and Mayor

From: A. Pouliot, Fire Marshal; Captain Kerry Baxter; P. Andruskevich, GIS Tech.;
Sarah Marchant, CDD Director; M. Wilkins, Planner I; Celia Leonard, Esquire.

RE: Address change petition for Sheet 87 Lot 18, 13 Second St, Nashua NH

In Accordance with RSA 231:133-a and NRO 190-213, the Board of Alderman have the
sole authority to assign or alter address numbers of buildings and other property along
any public or private way in the municipality. The New Hampshire Addressing Standards
Guide developed by NH E91 1defines the universal safety standards for addressing in NH.
The City of Nashua has been notified by the Division of Emergency Services and
Communications that collection of data has begun in the City in March of this year.

The request before you is not compliant with the current NH E911 Standards; the
Standard states that one primary structure requires one number addressing. If there are
multiple primary structures each building will require its own number. Further in small
multi-unit structures including duplexes and townhouses, the subaddress should be
alphabetical.

It is this Committee’s recommendation to continue moving forward in a way that will
not create a noncompliant situation for future residents. We recommend that this petition
be denied for the reason above.

Respectfully submitted,
Addressing Committee

April 10, 2019

Petitioners:
John Theiler & Paul Theiler
PO Box 3041
Nashua, NH 03061
(603) 888-0151

RE: Petitioning the Nashua Board of Alderman for address changes

This petition is to officially change the individual apartment addresses of a four unit apartment

building owned by John Theiler and Paul Theiler which is located on the corner of Second Street and
North Groton Street.

City records list the address of this four unit apartment building as 13 Second Street, apartments

A, B, Cand D. Our petition is to officially change the addresses to the ones which have been used for
over thirty years.

Listed below are the address changes:

City Records Address New address

13 Second St, AptA....... 11 Second Street

13 Second St, AptB....... 13 Second Street

13 Second St, AptC. ...... 7 North Groton Street
13 Second St, AptD....... 9 North Groton Street

The streets, Second Street and North Groton Street both exist now and changing the address as
requested should not impact any other property owners.

Sincerely P =
Sot g.
ohn Theiler

OS
fer ToS Mj 04 |e}

ALIEFV SUBOHE
OCA 4, 2223

ALIFU SUBOHE
Notary Public, State of New Hampshire
My Commission Expires Oct. 3, 2023

-2-

Second, retaining the corporate structure provided continuity for the regulatory and financial
Status of the companies and their respective businesses. The New Hampshire Public Utilities
Commission continues to provide regulatory oversight for the utility companies, and banks,
lenders and other contract parties continue to be able to rely on existing contracts and other rules
with respect to financing and other operations.

Third, the Mayor and Board of Aldermen unanimously agreed to establish a corporate
governance system for the purposes of managing Pennichuck Corporation. This corporate
governance system relies upon well-established principles of corporate law, and is established
pursuant to Pennichuck Corporation’s Articles of Incorporation and By-Laws, as adopted by the
City and the Company at the time of the acquisition pursuant to the Merger Agreement.

This well-known corporate governance model, which incorporates well-established principles
regarding fiduciary obligations of board members, was structured to provide assurances to the
City’s rating agencies, potential lenders, the New Hampshire Public Utilities Commission and
the many communities we serve that decisions are based on sound business and financial
analysis, and in a manner that minimizes political considerations.

Operations, Communities and Customers. Our companies provide water service to a wide
range of communities and customers.

Pennichuck Water Works, Inc. provides water service to approximately 28,000 customers in
11 communities which include Amherst, Bedford, Derry, Epping, Hollis, Merrimack, Milford,
Nashua, Newmarket, Plaistow and Salem.

Pennichuck East Utility, Inc. provides water service to approximately 7,300 customers in
19 communities which include Atkinson, Barnstead, Bow, Chester, Conway, Derry, Exeter,
Hooksett, Lee, Litchfield, Londonderry, Middleton, Pelham, Plaistow, Raymond, Sandown,
Tilton, Weare and Windham.

Pittsfield Aqueduct Company, Inc. provides water service to approximately 600 customers in
Pittsfield.

Pennichuck Water Service Corporation provides service in connection with the management
of water services for two communities; billing, collection and customer services for

three communities; and water meter testing services, as well as contracted water services at
various levels for approximately 85 small independently owned water systems.

The Southwood Corporation owns various parcels of land in the Town of Merrimack.

The Company’s mission is to be a premier supplier of water in New Hampshire by providing
reliable, high quality and affordable water in sufficient quantities and be New England’s premier
supplier of water related contract services by providing high quality solutions to meet our
customers’ needs. Strategies supporting the mission have been developed relative to our water
resources, employees, financing, customer services and Company assets. These strategies
together with the goals and plans to support the strategies are available on the Company’s
website, www.pennichuck.com, under the “Company Reports” caption.

13 Second Street Petition
EE

Feet
0 25 50 200

April 10, 2019

Petitioners:
John Theiler & Paul Theiler
PO Box 3041
Nashua, NH 03061
{603) 888-0151

RE: Petitioning the Nashua Board of Alderman for address changes

This petition is to officially change the individual apartment addresses of a four unit apartment

building owned by John Theiler and Paul Theiler which is located on the corner of Second Street and
North Groton Street.

City records list the address of this four unit apartment building as 13 Second Street, apartments

A, B, Cand D. Our petition is to officially change the addresses to the ones which have been used for
over thirty years.

Listed below are the address changes:

City Records Address New address

13 Second St, AptA....... 11 Second Street

13 Second St, AptB....... 13 Second Street

13 Second St, AptC. ...... 7 North Groton Street
13 Second St,AptD....... 9 North Groton Street

The streets, Second Street and North Groton Street both exist now and changing the address as
requested should not impact any other property owners.

. Roo ToS / |
type 04 /!0/201)

ALIEV SUBOHE
OCA 3, 7923

ALIFU SUBOHE
Notary Public, State of New Hampshire
My Commission Expires Oct. 3, 2023

N
he es Fect
0 25 56 100
s ,

13 Second Street Petition

A special meeting of the Board of Aldermen was held Monday, May 20, 2019, at 7:00 p.m. in the Aldermanic
Chamber.

President Lori Wilshire presided; Deputy City Clerk Judith Boileau recorded.
Prayer was offered by Deputy City Clerk Judith Boileau; Alderman Jan Schmidt led in the Pledge to the Flag.

The roll call was taken with 11 members of the Board of Aldermen present; Alderman Gidge, Alderman Klee,
Alderman Clemons and Alderwoman Kelly were recorded absent.

His Honor, Mayor James W. Donchess and Corporation Counsel Steven A. Bolton were also in attendance.
PUBLIC HEARING
R-19-136

AUTHORIZING THE FORMATION OF TWO VOLUNTARY NONPROFIT
CORPORATIONS UNDER RSA 162-G FOR THE PERFORMING ARTS CENTER

President Wilshire

| did hear that Alderman Gidge is still under the weather, he is hoping to rejoin us next week. Alderwoman
Klee will not be here this evening and neither will Alderwoman Kelly.

Tonight we have a public hearing on Resolution 19-136 Authorizing the formation of two voluntary nonprofit
corporations under RSA 162-G for the Performing Arts Center. | am going to invite Director Cummings and his
people up. You can give us an overview and introduce your guests as well. Thank you.

Attorney John S. Kaminski of Drummond Woodsum, Niel Cannon, the city’s Finance and Development
Consultant, Director Tim Cummings and Deputy Corporation Counsel Celia Leonard gave an overview of
R-19-136.

Tim Cummings, Economic Development Director

Again, my name is Tim Cummings for the record, | am the Director of Economic Development and thank you
for having me this evening. Joining me | have our tax consultant, our tax attorney, John Kaminski and Niel
Cannon our New Market Tax Credit Consultant and Celia Leonard from our Corporation Counsel’s Office to
help us with the conversation this evening. Thank you all for joining me.

So | did a quick PowerPoint presentation which I’d like to just quickly go through for you in very high level and
then open it up to questions as you may have them. Just a quick refresher and by the way, there is a Memo
with some back up material in your agenda that goes into more detail. This PowerPoint just picks out the
highlights of that communication mainly for the conversation this evening. In that Memo, and by the way there
was a typo, | apologize, it referenced a previous meeting we had as “December 11”, and technically that
meeting was on December 20" of 2018. These slides were all presented to you back then, so this is just a
little bit of a refresher for you.

Essentially, some key elements just to remind you, we are going to be needing a QALICB; QALICB is an
assistant to business corporation or partnership that exists for qualified area. It is referred to as a Qualified
Area Low Income Community Business. We refer to it as the acronym QALICB. The big thing here is the City
of Nashua, a municipal corporation cannot be a QALICB. But we can act as a lessee in the deal structure. So
again, that’s just something we have discussed previously and | wanted to just remind you of that.

Another issue that | wanted to just call out to your attention which is the leverage that we are striving for which
is we would be, for every million dollars we invest, we would be able to leverage 39% gross which yields a net
of somewhere between 25% and 30%. For this conversation we can say 28%. | also want to take a moment
and just remind you all that we are working on projections and modeled numbers; they are subject to change.
By no means is this definitive, but it gives you an idea of what we are looking at from an order of magnitude

Special Bd. of Aldermen — 05/20/2019 Page 2

type of conversation. | say that to you because we are pricing the tax credit at $.85 cents on the dollar; that’s
a good conservative estimate. It is subject to market principles so therefore it may be a little north of that
maybe a little south of that, but that’s a good target for us to be using.

So here it is here again, if we have a net equity of $281,000.00 off of that million dollars, the credit would be
$390,000.00 it would net us $281,000.00 which is approximately a 28% leverage on our debt. So that’s the
idea of the New Market Tax Credit that we are working toward. Some other key elements just to remind you,
compliance period is 7 years for a New Market Tax Credit and we will be working with CDE’s. The CDE’s are
the entities that receive the allocation from the US Treasury, technically the CDFI Fund. They are the entity
that is empowered to go out and place that allocation in various projects and they are critical to making New
Market Tax Credit Projects happen.

Here is the deal structure we presented to you back on December 20", and | wanted to point this out to you
because we ended the conversation right here at “master tenant” and | point that out to you because as this
conversation evolves, we are developing the governing structure for this transaction. But ultimately it had
everything that we had discussed previously; we were what we were referring to as an intermediary lender
here is now what we are referring to as a senior lender and here is the QALICB. But this was also modeled on
a little bit higher numbers, we were looking at netting around $5.2 off of New Market Tax Credit of $7.2. We
have now advanced this model a little bit further and this an updated model for today’s conversation where we
are actually looking to net about $4.2 million. All these numbers are in your handout, but essentially it’s the
same thing that we discussed previously. The City of Nashua has a bond, we would push part of the bond
through to a senior leverage lender; the senior leverage lender would put it into an investment fund with the
CDE. The CDE would create this sub-CDE investment fund structure. The equity investor, which is our private
sector money, would come in on the other side, and we would push it all down into the QALICB. There would
be some money from the City of Nashua that would go down into the QALICB directly. Then the City would be
the Master Tenant, as we previously discussed.

Here is where the deal structure has updated a little bit and | do want to take a moment and just let you know
that this is a working concept over here, we are still working through some various issues. The reason we are
here before this evening is really just to authorize these two structures in red, and that’s what the Resolution
explicitly speaks to. But we will be coming back before you if all goes according to plan to bring, hopefully in
one night, one Resolution, one omnibus type of legislation, this structure right here that we are discussing this
evening.

So you have the Master Tenant and then what ultimately will be over here is another entity that | would suggest
would be substantially similar to wnat we have in place right now for the Hunt Building, the Hunt Library. And
that entity would be charged with overseeing Spectacle Management as well as the building itself. And then
there is another entity which is the 501(c)3 which in theory would have the endowment fund and that would be,
it cannot be the same two entities, to be clear. But it would be a fourth entity to place the funds that we would
be raising for that endowment.

Very quickly, what does R-19-136 do? It authorizes the City to form up to two voluntary non-profit corporations
under the provisions of RSA 162-G pursuant to RSA 162-G15, it ordains these two entities as public
corporations. Why is that important? The City of Nashua cannot directly participate in the New Market Tax
Credit transaction as a QALICB. Furthermore, the industry the prefers municipal corporations to not be a
Senior Leverage Lender.

We are doing this now in an effort to be in good position to act expediently for these Community Development
Entities. We want to be able to move quickly so they can place their New Market Tax Credit allocation; project
readiness is a key to being successful. So just a couple additional pieces of context for this conversation this
evening, the entities we are talking about the QALICB and Senior Leverage Lender; they are specific entities
being created for a sole purpose. And they are only to be executing their one function whether that is to be the
QALICB and actually manage the development of the building itself for the sake of the New Market Tax Credit
transaction or the Senior Leverage Lender which is an entity basically to lend into the project.

Special Bd. of Aldermen — 05/20/2019 Page 3

These entities will terminate after the compliance period ends for the New Market Tax Credit and they are not
permanent. But they are essentially needed to effectuated the New Market Tax Credit transaction that we’ve
been discussing for a while now. What I’ve shown you and what has been developed by our consultants is a
tried and true deal structure that has been vetted by CDE’s and this is a very consistent way of putting these
deals together. This is just a higher level overview of the same deal structure that | had put together to help
put this document together.

So with that Madam President I’d like to turn it back to you. | just wanted to give you a brief overview of the
Resolution that’s before you this evening.

President Wilshire
Thank you Director Cummings. Does anyone here have questions?
Alderman Jette

| noticed in the Resolution there’s a proposed initial membership of the Board of Directors and it is a lot of the
same people that are on the same, on both Boards, but not all of them. Is there a reason for that?

Mr. Cummings
Yes I'll actually have our tax counsel speak to that.

Attorney John S. Kaminski of Drummond Woodsum

It’s important for New Market’s Tax Credit purposes that the two entities not have a common majority control.
So we’ve got 5 member boards on both of these corporations; two people overlap, three do not. Just so that
we don’t have a common majority control, that’s what the tax opinion writers are going to be looking for when
we do the transaction.

Alderman Jette

Thank you.

President Wilshire

When we speak, could we please give our names so that the transcriptionist knows, that was John Kaminski.
Alderman Laws

How excited am | right now about this process.

Mr. Cummings

So if | may Madam Chair. We don’t know but | did receive an article today where the US Treasury is quoted as
saying they are going to be looking to make announcements in the month of May. So sometime in the next
two weeks, fingers crossed, we will hear. But just because an announced is made by no means is that a
guarantee that we are going to be receiving an allocation. But we are working very closely with handful of
CDE’s and we remain very hopeful.

Alderman Laws

Just to clarify, if we don’t get these, the whole project dies?