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Board of Aldermen Page 4
December 13, 2016

Mr. Teeboom
The particular wording says that anything action is taken on...

President McCarthy

No, it does not. If you would like | will look it up for you and send you a copy of it. It does not allow comment
on that resolution or on the minutes of the meetings at this public comment period. If you wish | will call upon
you in the second public comment period and you can speak to it then.

Mr. Teeboom

I'll look at it again.

Let me talk about attendance in the Nashua School District. It has steadily declined. Since 2001/2002 it has
declined by 17% or by 218 students. The biggest decline in the school district is in the elementary and middle

schools, K-8 which represents a 1,918 student drop since 2001, that’s 17% so if you really want to save some
money why not close a school.

President McCarthy

Again, that’s not related to the teacher’s contract.

Mr. Teeboom

It affects the cost of the school department.

President McCarthy

It is not related to the piece of legislation that’s on the agenda.

Mr. Teeboom

Okay, I'll conclude by saying you should look at the significant cost savings other than looking at percentages
changes in the contract. This contract represents just percentages. The school department always
complained about not having enough money and one place they ought to start looking at is closing an
elementary school for a significantly large savings.

PETITIONS — None

NOMINATIONS, APPOINTMENTS AND ELECTIONS

Appointments by the Mayor

The following Appointments by the Mayor were read into the record:

Downtown Improvement Committee

Amanda Schneck (New Appointment) Term to Expire: December 31, 2019

26 Chester Street
Nashua, NH 03064

Special Board of Aldermen 11-24-2020 Page 14
Mr. Cannon

Thank you, Madam Chairman. You are exactly right, Alderman Lu in it is a bit more complicated because
of the actions we have to go through to create, first of all, the City as a Master Tenant because the
municipality cannot be a borrower and then to get the City Bond Funds and to create the senior leverage
lender which is the 201 Main Street Corp. It’s not done often, | have been involved in two projects where it
has been done, both are in Keene where municipal bonds were used to build the Cheshire County
Courthouse and lease it to the county and to do an addition to the Library, a small project. But as |
understand it, it is little more frequently used in the mid-west and other areas, but New Hampshire and
probably Vermont and Maine, there’s only 3 or 4 incidents and this will be one of them.

Director Cummings

And then if | may Madam President to follow on to that. | am very familiar with the project in the City of
Boston where the City of Boston decided to move all of our their administrative offices and the School
Department to a lower income area called Dudley Square and they built a new Administrative Office for
their Department of Education and they used New Market Tax Credits to do that as well so it wouldn’t be a
much money on the property tax (inaudible).

Mr. Kaminski

And if | may add to that? | am familiar with a couple of transactions that were done in Maine, the Mid Coast
Regional Redevelopment Authority that’s redeveloping what used to be the Brunswick Naval Air Station. It
has participated in two New Markets Tax Credit transactions; it is a Governmental Entity chartered by the
State of Maine. So it does happen, not with a lot of frequency in this part of the country, but there is
precedent for it and you folks will not be pioneers in doing this.

President Wilshire

Are you all set Alderman Lu?

Alderwoman Lu

| have one other question that | wanted to ask about which is — the approval number 8 concerns me. |
would feel better if we had some — the pledges is it correct that the on or received we have all but
$100,000.00 in hand of that $1.553 million because | thought that was what | heard. | thought | heard that

under $100,000.00 needs to be guaranteed under Approval #8. So | am concerned about that, how much is
it exactly that is a pledge? | had hoped that it is a pledge and not cash in hand.

Director Cummings

So if | may Madam President?
President Wilshire

Director Cummings?

Director Cummings

Yes thank you and | am sorry my data might be a little slow so | might be a little delayed. But nonetheless
relative to the question at hand, | can speak to where the Nashua Community Arts is relative to fund raising
if you’d like. Before | do that, | want to preface my comments and remind you all that early on we had
always said that pledges and cash would be counted. Can everyone hear me?

Special Board of Aldermen 11-24-2020 Page 15

President Wilshire

Yes.

Director Cummings

Ok so we always had said from the very beginning that cash and pledges and would be always understood
to be part of the fund raising and not just solely cash. The cash is necessarily to effectuate the New Market
Tax Credit deal which is why we are pivoting in this direction. | can, if everyone can see my screen, | am
going to share my screen for a quick second here. | have a letter from Deb Novartny which outlines that
they have $780,000.00 in cash on hand, that’s of today. Pledges received, they had $760 so they'll have
more than the $1556 available and the guarantee, if you will, would be for, if I’m reading this correctly, for
approximately $760,000.00. So | just want to make sure you had that information as well.

Alderwoman Lu
Are you all set Alderwoman Lu?
Alderwoman Lu
Yes, |am. If Director Cummings has a chance to shoot that over, that’s something that would be, I’d love
to see that, have a chance to look at what years those are coming in. | am a little concerned about
guaranteeing, but thank you, |’m all set.
President Wilshire
Anyone else, questions? I’m not seeing anyone. OK, well the Motion before us is to recommend final
passage of Resolution 20-094. If there’s no one with questions, | am going to ask the Clerk to please call
the roll?
A viva voce roll call was taken which resulted as follows:
Yea: Alderman O’Brien, Alderman Klee, Alderwoman Kelly, Alderman Dowd,

Alderman Clemons, Alderman Lopez, Alderman Tencza,

Alderman Jette, Alderman Schmidt, Alderman Laws,

Alderman Cleaver, Alderman Harriott-Gathright, Alderman Wilshire

13

Nay: Alderman Caron, Alderwoman Lu

MOTION CARRIED

Special Board of Aldermen 11-24-2020 Page 16

NEW BUSINESS — ORDINANCES

O-20-036

Endorsers: Mayor Jim Donchess
Alderwoman-at-Large Shoshanna Kelly
Alderman Richard A. Dowd
Alderman Skip Cleaver
Alderman Linda Harriott-Gathright
Alderman Patricia Klee
Alderwoman Elizabeth Lu
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman-at-Large Ben Clemons
Alderman-at-Large Lori Wilshire

ESTABLISHING PERFORMING ARTS CENTER BOARD OF TRUSTEES

MOTION BY ALDERMAN O’BRIEN TO RECOMMEND FINAL PASSAGE BY ROLL CALL
ON THE QUESTION

President Wilshire

Director Cummings, did you want to talk a little bit about this one as well?

Director Cummings

You know, Madam President, I'll just keep my comments very brief. | would like favorable passage of it this
evening if | could. This, again, would be the standing Committee that would be, if you will, the governance,
that would oversee the Performing Arts Center and would be very or substantially similar to the Hunt
Building in how we have that structured. Thank you.

President Wilshire

Thank you. Alderman Clemons?

Alderman Clemons

Thank you. | was reading that and | just have a question about that and my question is, in the Ordinance
as it is proposed and thinking about how the Hunt Building Trustee is as well, is there an Aldermanic

Liaison on this in the Legislation because | didn’t read that. And I’m wondering if that is something that we
should add to the Legislation?

President Wilshire
| could ask either Director Cummings or Attorney Bolton?

Director Cummings

| will pull up the Legislation right now to look at it more closely but what | can tell you is the template that we
used, is we created, using the Hunt and | can tell you the Hunt does have a Legislative Liaison to it. So, |
am going to double check that right now.

President Wilshire

Thank you. Alderman Clemons?

Special Board of Aldermen 11-24-2020 Page 17
Alderman Clemons

Yeah, is that a voting member on the Hunt Trustee or is just a Liaison do we know?

President Wilshire

| believe it is a non-voting member?

Director Cummings

No full voting.

President Wilshire

Oh full voting member.

Alderman Clemons

If | could if this Legislation doesn’t have that, | would recommend that we add that a voting member
appointed by the President of the Board. So | am going to make that motion tentative to amend.

MOTION BY ALDERMAN CLEMONS TO AMEND O-20-036 TO ADD A VOTING LIASIOIN FROM THE
BOARD OF ALDERMEN TO THE COMMITTEE BY ROLL CALL

ON THE QUESTION

President Wilshire

Alderman Clemons that’s your motion? OK discussion on that motion? Alderwoman Klee?

Alderman Klee

Thank you, Madam President. | agree with Alderman Clemons’ comments about it, as having been a
person that was on the Hunt Memorial, two years. | think it is important to have a voice from the Board of
Aldermen on it. You know, as important as this project is, just like the Hunt, | think we do need to have a
voice on the Board of Trustees.

President Wilshire

Further discussion on the motion to amend? Alderman O’Brien?

Alderman O’Brien

As making the original motion, | strongly support Alderman Clemons’ motion to amend. Thank you.
Alderman Dowd

Yes, | also support it. If for no other reason, it’s a conduit for information coming back to the Full Board.

President Wilshire

The Motion before us is to amend, further discussion on that? Director Cummings?

Special Board of Aldermen 11-24-2020 Page 18

Director Cummings

Madam President, | see Celia Leonard wants to speak and then | also just want to clarify, | think you want
to have two Aldermanic Members, | think it’s a 9 person Board, | would recommend it be 11. But with that
being said, | think Deputy Corporation Counsel has something to say.

President Wilshire

Attorney Leonard?

Attorney Leonard

Yes, thank you, if | may. | am scrolling through our Ordinances, it appears, | apologize, the Liaison portions
are in Section 5.9 of the Ordinances, not in the — so we would be amending a different section. We can
effectuate the Board’s wishes to have a Liaison it just wouldn’t — | suppose we could do it in either, but just
to let you know we did model this Legislation after the Hunt and the reason that it wasn’t in there is because
the Hunt Liaison is in Section 5.9 not in the establishing Legislation for the Hunt Committee. So we can put
it either place, but that’s a clarifying of why it didn’t show up.

President Wilshire

OK, thank you.

Director Cummings

And if | may just correct the record, | was just informed that it’s technically a non-voting member. The
Aldermanic Liaison is a non-voting member. So | think it’s the spirit in which that this be a voting member
so it would be two voting members of the Board of Aldermen.

Alderman Clemons

Can | ask why the need to have 11 is there a reason to avoid deadlocks or | don’t particularly seeing this
being a controversial?

Director Cummings

If | may, no it doesn’t need to be 11 per se, it could be less than that and we could reduce the 9 down to 7
and then add in two for 9 or we could reduce it down to 8 and add in the Aldermanic Liaison for a full
complement of 9. As you point out, it’s not going to be relatively controversial so happy to do whatever the
pleasure of the Board is.

Alderman Clemons

| guess my question is why the odd number as opposed to an even number?

President Wilshire

Well typically we do that so there’s not a deadlock.

Director Cummings

| would recommend it as good governance just so you can have an odd number in case votes are called.

Special Board of Aldermen 11-24-2020 Page 19
President Wilshire
Attorney Bolton?

Steve Bolton, Corporation Counsel

It’s sort of traditional to establish Boards and Committees with an odd number and ostensibly that’s to make
ties less likely. Frankly, you often have even numbers present and if you get a majority the motion passes,
if it’s tie, that’s not a majority. So it is not required anywhere that it be an odd number, but it is sort of
tradition.

President Wilshire

So speaking of tradition, it’s typically the liaison and the alternate. So | don’t think you add two people as
voting members, | think you add an alternate, | mean a liaison and if the liaison can’t make it to a meeting
the alternate goes and they have a vote. | think it should only be one vote from the Board, do you agree
with that Alderman Clemons?

Alderman Clemons

| do and | also don’t think that having 10 members is, in my opinion, problematic. So | would leave my
motion but amend it to add an alternate as well.

MOTION BY ALDERMAN CLEMONS TO AMEND O-20-036 TO ADD A VOTING LIASIOIN AND AN
ALTERNATE FROM THE BOARD OF ALDERMEN TO THE COMMITTEE BY ROLL CALL

ON THE QUESTION

President Wilshire

OK, Alderman Lu?

Alderwoman Lu

Thank you. | would like to know why you feel that it’s best not to have two to only have one? And it seems

to me because | don’t or am not very familiar with appointing boards. This is a Board of Trustees rather
than a Board of Directors. So if you could just clarify the difference for me?

Attorney Bolton

There’s no difference.

President Wilshire

I’m not sure there is a difference, right. Alderman Gathright?

Alderman Harriott-Gathright

Sorry, you mentioned, that there’s 11 or 9. Which one is it?

Director Cummings

So | am going to just say it’s 9 members as of right now, but | believe that there is a motion pending by
Alderman Clemons to make it one additional voting Aldermanic Liaison for a total of 10, if | summarize that
correctly.

Special Board of Aldermen 11-24-2020 Page 20

Alderman Harriott-Gathright

OK well then the Board Members that are there now, | am assuming, where are they from? Are they from
the business community, are they from the community, where are they from? Or that has not happened?

President Wilshire
| don’t believe that’s happened yet.

Alderman Harriott-Gathright

Alright, I'd like to — for example when | think of that location, | think of so many things and so many
entertainment venues and | expect that there will be someone from maybe the African American
Community or Religious Community or from Indian American Community. | just want to make sure that
when we do this, that’s it is incorporating Nashua the Community. So! am not sure who is selecting, how
it's being selected or anything like that. But | do believe that there needs to be a voice in that.

President Wilshire

OK, anyone else? Alderman Dowd.

Alderman Dowd

Director Cummings, if you could in 25 words or less, if you can, explain exactly what the duties of that
Board will be?

Director Cummings

25 words or less?

Alderman Dowd

That was just to put a Scope on your answer.
Alderman Dowd

You have 21 words left.

Director Cummings

So essentially what it would do is it would act as the standing Committee on behalf of the City. So there
would be a direct liaison to the private operational manager to make sure that the building is being steward
in a proper function, similar in scope and manner as to what those who do at the Hunt Memorial Library,
where they meet regularly, they have fund raising activities, they ensure that the building is being
stewarded properly and they work directly with the Hunt Memorial Liaison to make sure that the goals are
being met. That is essence what this would do and this entity would do it on behalf of the City of Nashua.

Alderman Dowd

As | understand it they'll have no direct oversight or what’s going to be presented, that’s up to the company
that’s running it for us?

Special Board of Aldermen 11-24-2020 Page 21
Director Cummings
Well that’s correct in terms of the day-to-day operations would fall to the management company.
President Wilshire
Are you all set Alderman Dowd?
Alderman Dowd
All set.
President Wilshire
The Motion is to amend; further discussion on that motion? If not, would the Clerk please call the roll?
A viva voce roll call was taken which resulted as follows:
Yea: Alderman O’Brien, Alderman Klee, Alderwoman Kelly, Alderman Dowd,
Alderman Caron, Alderman Clemons, Alderman Lopez, Alderman Tencza,
Alderwoman Lu, Alderman Jette, Alderman Schmidt, Alderman Laws,
Alderman Cleaver, Alderman Harriott-Gathright, Alderman Wilshire 15
Nay: 0
MOTION CARRIED
President Wilshire

So the motion before us is for final passage of Ordinance 20-036 as amended. Further discussion on that
Motion? Seeing none, would the Clerk please call the roll?

A viva voce roll call was taken which resulted as follows:
Yea: Alderman O’Brien, Alderman Klee, Alderwoman Kelly, Alderman Dowd,
Alderman Caron, Alderman Clemons, Alderman Lopez, Alderman Tencza,
Alderwoman Lu, Alderman Jette, Alderman Schmidt, Alderman Laws,
Alderman Cleaver, Alderman Harriott-Gathright, Alderman Wilshire
15
Nay: 0

MOTION CARRIED