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Approval 4:

Approval 5:

Approval 6:

Approval 7:

Approval 8:

Approval 9:

R-20-094

A) Authorizing a loan to 201 Main Street Financing Corp., in an amount not to
exceed $8,000,000, to be documented consistent with the requirements of the
New Markets Tax Credit program;

B) Authorizing payment to 201 Main Street Real Estate Corp. or a controlled
affiliate thereof, in an amount not to exceed $14,000,000; and

C) Authorizing necessary or advisable agreements among or between City, 201
Main Street Financing Corp., and 201 Main Street Real Estate Corp. and/or a
controlled affiliate thereof.

Authorizing the City as Master Tenant, to enter into an agreement with Spectacle
Management, Inc. for the operation of the Performing Arts Center.

Authorizing City to assign all City contracts regarding the Performing Arts Center
at 201 Main Street, including without limitation design and construction contracts,
to 201 Main Street Real Estate Corp. or a controlled affiliate thereof.

Authorizing City to guarantee the performance of obligations related to the
Performing Arts Center project to the Community Development Finance
Authority which is providing Investment Tax Credits for the project.

Authorizing City to guarantee loan(s) from one or more lenders to Nashua
Community Arts in an amount not to exceed $1,000,000, for the purpose of
providing bridge financing for charitable pledges from donors which are payable
at a later date.

Authorizing the waiver of all City building permit and inspection fees for the
renovations to 201 Main Street for the Performing Arts Center.

FURTHER RESOLVED by the Board of Aldermen of the City of Nashua that the
Mayor, or if the Mayor is unavailable, the President of the Board of Aldermen, with the
assistance of the Office of Corporation Counsel, is authorized to prepare and execute all
necessary or advisable documents related to approvals granted herein and as otherwise required
or advisable regarding the New Markets Tax Credit transaction and the related transactions
regarding the Performing Arts Center.

LEGISLATIVE YEAR 2020

RESOLUTION: R-20-094

PURPOSE: Omnibus Resolution Regarding New Markets Tax Credit
Trans action for the Performing Arts Center

ENDORSERS: Mayor Jim Donchess
Alderman-at-Large Lori Wilshire

COMMITTEE
ASSIGNMENT:

FISCAL NOTE: Anticipated New Market Tax Credits revenue of $2,446,000
for the Performing Arts Center

ANALYSIS

This resolution authorizes the many and varied contracts and transactions necessary to close the
New Markets Tax Credit transaction for the Performing Arts Center.

Charter §77 provides that the Planning Board “shall review and make recommendations to the
mayor and board of aldermen on all locations for proposed municipal building and facilities,
including educational, [and] on the purchase and sale of any land by the city.”

Building construction permit fees are established by ordinance, see NRO sections 105-21 and
105-22. The ordinances do not contain any general provision for a waiver of building
construction permit fees. NRO 105-21, B does contain a waiver provision, but it is not
applicable to this situation, as it provides for a discretionary waiver of fees to the extent of the
value of municipal public improvements or land dedication.

Approved as to account Financial Services Division

structure, numbers and

amount: By:

Approved as to form: Office of Corporation Counsel
By:

Date:

NASHUA PERFORMING ARTS CENTER

TABLE 2: DEAL DIAGRAM/FLOW OF FUNDS

[TOTAL PROJECT COST:

$ 25,000,000 |

Additional Bond Proceeds
$ 13,891,150

Principal

CITY OF NASHUA jo — 20,240,800 BOND
$ 13,131,950 | $ 7,108,850 [Debt Service PURCHASER
Debt Sefvice Payments
Loan
SENIOR LEVERAGE LENDER Lean
7,108,850.

201 Main Street Financing Corp.

Annual Interest
Payments

Payments

Projected dollar amounts are estimates
and subject to change based on credit
pricing and final deal structure.

INVESTMENT FUND
Established by Equity Investor

LOAN + NMTC EQUITY: $ 9,998,750

UPPER TIER FEES: $ (248,750)

$ 9,750,000

QEI Interest Payments
$ 9,750,000
Sub-CDE(s)

QEI: $ 9,750,000

FEES: $ (195,000)

$ 9,555,000

QLICI Loans Interegt Payments

Loan "A": $ 7,108,850
Loan "B": $ 2,446,150
$ 9,555,000

QALICB/OWNER

PREPARED FOR THE CITY OF NASHUA

FOR DISCUSSION ONLY
nielcannon16@gmail.com

201 Main Street Real Estate Corp.

$ 1,553,850
Donation

Master Lease

Lease Payments

$

NMT'

2,889,900

EQUITY INVESTOR

0.76qqNMTC: $ 2,889,900

3,802,500

City of Nashua

NASHUA COMMUNITY ARTS

Fund-Raising Organization

Master Tenant

Operating Agreement

Operator

Spectatcle Management

UPDATE 10-6-2020

26, Mascoma

Oe? COMMUNITY

DEVELOPMENT

PROJECT NAME
EXECUTIVE SUMMARY TERM SHEET
DATE: October 14, 2020

This non-binding executive summary term sheet summarizes the principal terms and conditions
with respect to a potential Qualified Equity Investment (“QEI”) into Subsidiary Community
Development Entities (“Sub-CDE”) and its subsequent Qualified Low-Income Community
investment (“QLICI”’) in 201 Main Street Real Estate Corp a Qualified Active Low-Income
Community Business (“QALICB”).

This confidential term sheet: (1) is not comprehensive and does not constitute a binding
document or obligation with respect to any party, except for the obligation of the Project
Sponsor and QALICB to pay the legal and accounting fees and expenses as described in the
“Transaction Costs” and “Initial Deposit” sections of this Term Sheet, along with the
requirements in the “Exclusivity” and “Confidentiality” sections; (2) does not constitute an offer
to sell or purchase securities; (3) contains estimated values only; (4) is subject to negotiations
between a New Markets Tax Credit Investor acceptable to all parties, Mascoma Community
Development, LLC (“MCD”), and the Sponsor, and (5) is contingent on the approval of
Mascoma Community Development's Advisory Board expected by October 30, 2020) and
Community Investment Committee (expected on November 12, 2020).

Project The Nashua Performing Arts Center, Sponsored by the City of Nashua, New
Sponsor: Hampshire (“NPAC” or “Sponsor”)
Project The project involves the adaptive re-use of two buildings on one property for a

Information: | performing arts center and multi-purpose community facility (the “Project”).
The property is located in the Central Business District of Nashua, New
Hampshire.

Borrower/ 201 Main Street Real Estate Corp, a new, Nonprofit Special Purpose Entity
QALICB: (SPE), which will own the Project and lease to a Master Tenant, the City of
Nashua.

CDE Lender: | MCD Subsidiary CDE 14, LLC (the “CDE Lender”)

NMTC Mascoma Bank (the “Investor”).

Investor:

pivestiment A special purpose entity “SPE” owned by the Investor (the “Fund”).
und;
NMTC Mascoma Community Development, LLC: $9,750,000, which the CDE Lender

Allocation: reserves the right to “pre-fund” the associated QEI related to the Project in its
sole discretion,

MCD/NPAC Term Sheet I

Printed on Recycled Paper

Fund
Lender(s):

Entity to be formed, but expected to be 201 Main Street Financing Corp. Entity
may be affiliated with the Borrower, but must include at least 5% differentiation
in ownership from the Borrower and must be in a form and structure that will
satisfy NMTC tax counsel.

NMTC
Transaction
Structure:

For the MCD component of the NMTC Transaction funds of approximately
$9,998,750 shall be aggregated into a special-purpose entity known as a federal
investment fund (the “Fund”). The Fund will be owned by the NMTC Investor
and will be capitalized with funds generated from the net tax credit equity and
loans to the Fund from the Leverage Lender.

MCD estimates that the NMTC Investor will contribute $2,889,900 (“NMTC
Equity”) in exchange for a 100% membership interest in the Fund. This
contribution is computed based upon an aggregate $9,750,000 million NMTC
allocation at an estimated price of $0.76 per credit dollar and is subject to
adjustment based upon the NMTC Investor’s review of the final financial
projections.

The Leverage Lender will provide capital of $7,108,850 to the Fund.

The Fund will use a portion of the proceeds to pay closing costs and make a
qualified equity investment (“QEI”) into the CDE Lender, illustrated as
follows:

NMTC Equity $2,889,900
Leverage Loans 7,108,850
1* Year Inv Fund Mgmt Fee (5,000)
Placement Fee - MCD (146,250)
Placement Fee — Baker Tilly (97,500)
QEI in CDE Lender (9,750,000)

CDE Lender will utilize the QEI proceeds to pay an $195,000 sub-allocation
fee and make loans totaling $9,555,000 to the QALICB. The flow of funds from
the QEI proceeds are as follows:

QEI in Sub-CDE 9,750,000
Sub Allocation Fee to MCD (195,000)
QLICI A Note to Project (7,108,850)
QLICI B Note to Project (2,446,150)

Fund Loan;

The terms and conditions of the Fund Loan shall be determined by the Fund
Lender(s) and must be acceptable to MCD. The security for the Fund Loan
shall be a pledge of the Fund’s ownership interest in the CDE Lender, The
Fund Loan will have no direct lien on the real estate or improvements
associated with the Project. The Fund Loan(s) shall be funded in full at

MCD/NPAC Term Sheet 2

A regular meeting of the Board of Aldermen was held Tuesday, March 8, 2016, at 7:30 p.m. in the
Aldermanic Chamber.

President Brian S. McCarthy presided; City Clerk Patricia D. Piecuch recorded.

Prayer was offered by City Clerk Patricia D. Piecuch; Alderman Sean M. McGuinness led in the Pledge to
the Flag.

The roll call was taken with 14 members of the Board of Aldermen present; Alderman Tom Lopez was not
in attendance but participated in the meeting via telecommunication.

Mayor James W. Donchess was also present; Corporation Counsel Steven A. Bolton joined the meeting
after being sworn into office.

President McCarthy acknowledged Alderman Lopez was participating by telephone and under the terms of
the state law that allows him to participate, Alderman Lopez stated he was in Honduras, that he was alone
and that he could hear the proceedings. President McCarthy acknowledged he could hear Alderman
Lopez and asked Vice President Wilshire to make a motion to accept procedural actions without objection.

MOTION BY ALDERMAN WILSHIRE THAT THE RULES BE SO FAR SUSPENDED AS TO ALLOW
FOR THE ACCEPTANCE OF PROCEDURAL ACTIONS WITHOUT OBJECTION

A Viva Voce Roll Call was taken, which resulted as follows:

Yea: Alderman Wilshire, Alderman Clemons, Alderman Deane, 15
Alderman Cookson, Alderman Dowd, Alderman Caron,
Alderman Siegel, Alderman Schoneman, Alderwoman Melizzi-Golja,
Alderman McGuinness, Alderman LeBrun, Alderman Moriarty,
Alderman O’Brien, Alderman Lopez, Alderman McCarthy

Nay: 0
MOTION CARRIED

REMARKS BY THE MAYOR

Mayor Donchess

First on tonight's agenda are two appointments; one is Steve Bolton for the position of City Attorney.
Attorney Bolton has served as City Attorney before. In fact when | was Mayor the first time around he was
the City Attorney for a number of those years and he always did a really good job. He is an expert in
municipal law and a graduate of Dartmouth College and New England Law School. | am confident that he
will do a good job for the city and I’ve told him that one of his principle responsibilities is to respond to
inquiries and requests by the Board of Aldermen and to provide even-handed legal advice to us as a city
based upon the law of any question that comes so | would ask for your votes to confirm Steve Bolton as
the City Attorney.

The other appointment is Bobbie Bagley for the position of Director of Public Health and Community
Services. Bobbie is extremely qualified in the area of public health. She has a Master’s Degree in Public
Health in addition to a Bachelor's Degree. She’s pursuing a doctorate in public health policy from the
University of Illinois at Chicago; this is an on-line course. She has previously been a public health nurse for
the City of Nashua, she’s been the Director of the Public Health for the City of Nashua and she has most
recently been running the Master's in Nursing Program at Rivier College and of course has been a
professor there and has been teaching at Rivier for the last few years. She came on as an interim acting
capacity a couple of weeks ago and since that time she has been leading the Mayor’s Opioid Task Force

closing. The Fund Lender shail enter into a foreberance agreement for the
seven year NMTC compliance period, in which , the Fund Lender agrees to
refrain from (i) taking any Lien Enforcement Action (ii) exercising any other
tights or remedies it may have under the Fund Loan Documents, including,
without limitation its respective Fund Pledge Agreement, including, but not
limited to accelerating the Loan, collecting rents, appointing (or seeking the
appointment of) a receiver or exercising any other Tights or remedies
thereunder, and (iii) joining with any other creditor in commencing any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings with respect to the Investment Fund, from the date hereof until
the termination of the Tax Credit Investment Period (as that term is defined in
the Investment Fund’s Operating Agreement) (the “Forbearance Termination
Date”). “Lien Enforcement Action” shall mean (i) any action to foreclose on,
take possession of, sell or otherwise realize (judicially or non-judicially) upon
the Investment Fund’s 99.99% membership interest in the Sub-CDE (“CDE
Membership Interests”), or any rights or privileges attendant thereto
(including, without limitation, by set-off), (ii) any action to assert ownership
rights with respect to any CDE Membership Interests, or any rights or
privileges attendant thereto, (iii) any action (judicially or non-judicially) to
dissolve or liquidate the Investment Fund, and/or (iv) the commencement of
any legal proceedings to facilitate any of the actions described in clauses (i),
(ii) or (iii) of this sentence above.

After the NMTC compliance period, to the extent permitted under the Fund
Loan Documents, the Fund Lender shall be free, in its sole and absolute
discretion, to accelerate the payment in full of all of the Investment Fund’s
obligations to it under the Fund Loan Documents and to institute proceedings
to enforce its rights and remedies under the Fund Loan Documents and/or as
provided by applicable law. All of the Fund’s obligations and liabilities to Fund
Lender hereunder (including, without limitation, the Investment Fund’s
payment obligations) and any documents, instruments or agreements pursuant
to which the Investment Fund may, from time to time, grant to the Fund Lender
as collateral security for the Fund's obligations to the Fund Lender, shall survive
the expiration of the NMTC compliance period,

Sponsor The Borrower must demonstrate sufficient equity to meet all construction costs

Equity: and stabilize the Project. The equity will be contributed in the form of cash at
of prior to closing. All equity sources and parties (and agreements evidencing
commitments to provide equity) must be approved by CDE Lender,

Transaction Closing Fees - Investment Fund Level

Costs:

The CDE will assess a closing fee of 1.50% of the QEI at the Investment
Fund Level ($146,250).

MCD/NPAC Term Sheet 3

A placement fee of 1.00% of the QEI, or $97,500 will be paid to BTCDA,
LLC, an affiliate of Baker Tilly Capital, LLC at closing.

Sub-CDE Level
The CDE will assess a closing fee of 2.00% of the total QEI, or $195,000
ALICB Level

A Structuring, Modeling and Closing fee of 1.00% of the QEI, or $97,500
will be paid to Baker Tilly Capital, LLC

The QALICB is solely responsible for all legal costs associated with closing
the transaction, including, but not limited to, its own legal fees, as well as
those of the Investor and the CDE Lender (“Transaction Costs”). The legal
costs incurred to close the transaction will be paid whether or not the
transaction closes. A retainer of $30,000 will be paid to the CDE to start the
documentation process. If the transaction fails to close the unused retainer
(not applied to third-party legal fees) will be returned.

Total up-front fees to MCD and third parties are 5.50% of the allocation.
QALICB is also responsible for paying legal fees associated with the
transaction as described above.

Annual Fees

The QALICB is responsible for paying an annual loan servicing fee of
$24,375, 0.25% of the QEI (0.15% of which represents loan servicing and
accounting services and 0.10% of which represents NMTC compliance
services) to The Valued Advisor Fund, LLC, an affiliate of Baker Tilly.

The QALICB shall be responsible for payment of the following amounts to
the CDE lender, which amounts shall be payable to the CDE Lender as
interest on the QLICI Loans.

A non-accountable annual audit, compliance AUP and tax preparation fee of
$13,429 per year, prorated for any portion of a year, totaling $94,003 over

+

the compliance period, which shall then be paid by CDE Lender to MCD,

Annual asset management fee of $34,125 (0.35% of the QEI) per year,

prorated for any portion of a year, which shall then be paid by CDE Lender
to MCD.

Annual miscellaneous fee of $1,000 per year, prorated, totaling $7,000 over
the compliance period, which shall then be paid by CDE Lender to MCD.

MCD/NPAC Term Sheet 4

Interest Rate:

Interest rates on the Loans are likely to be blended for tax opinion purposes.
The total interest generated by the Loans will be based on generating
sufficient cash flow to satisfy the debt service requirements of the Fund
Lender, as well as the annual management and audit and tax preparation fees
(to the extent that they are not paid directly to the CDE Lender).

Loan Term:

Likely to be 30 to 40 years.

Amortization:

Interest-only throughout NMTC compliance period, thereafter fully
amortized throughout the life of the loan.

Security:

The security instruments of the CDE Loans must be sufficient to satisfy the
requirements of the Fund Lender and the CDE Lender, and may include,
without limitation, a mortgage on the Project.

Timing:

While this document serves to describe some of the business terms of a
potential New Markets Tax Credit transaction with the CDE and does not
constitute a binding document, the proposed Borrower should remain aware
that timing is of the essence and the Project is expected to fully close no later
than December 15, 2020.

Reporting

QALICB will be required to enter into a Community Benefits Agreement
(“CBA”) with MCD that shall require the QALICB and Sponsor to report on
a semi-annual basis (at minimum) for NMTC program compliance. Such
information shall include, without limitation, QALICB business activities,
employment data, financial statements, and other community impact data
which may be required under the NMTC program, at close and quarterly
thereafter. Additionally, prior to the end of the seven year compliance period
a third party will be utilized to conduct a community impact analysis of the

Project to verify project and actual community benefits associated with the
Project.

Exclusivity:

Sponsor and Borrower grant MCD exclusive right to sub-allocate its
$9,750,000 of NMTC investment authority to the CDE Lender in support of
Project for 180 days from the execution of this letter or ending on such
earlier date after 12/15/2020 on which Investor determines not to proceed
(the “Exclusivity Period”). Borrower and Sponsor acknowledge that
exclusivity is a requirement of MCD’s willingness to expend time, effort,
funds and resources toward this endeavor. Further, Sponsor and Borrower
and its principals agree not to solicit, inquire, advertise market or otherwise
attempt to replace MCD with another CDE during the Exclusivity Period.

Marketing &
Press Releases:

Upon the closing of the QLICI Loans, the Sponsor hereby authorizes
Investor and CDE to use the name and logo of Sponsor and any information
regarding the New Markets Tax Credit, financing, and equity transactions
contemplated by this Term Sheet (including, without limitation, the names

MCD/NPAC Term Sheet 5

of any affiliate of the Sponsor participating in such transactions, and the
structure, terms and project specifics of such transactions) in its marketing
and communications materials and in presentations or speeches made to its
employees, officers, clients and other interested third parties Such
information shall be referred to herein as “Client Information.”

The Sponsor understands Client Information may be used nationally and/or
internationally and used in web pages, print ads, direct mail and various
types of brochures, presentation materials or marketing sheets, and various
media formats other than those listed may be used (including without
limitation video or audio presentations via any such media form). In these
materials, Investor may discuss types of services and solutions they have
provided to the Sponsor and/or their respective affiliates. Sponsor, for
itself and for its respective affiliates, hereby release Investor from any
liability for any claim related to Investor’s use of Client Information as
contemplated hereby. The rights granted in the foregoing release shall be
binding upon the undersigned parties’ estates, heirs, successors and assigns.
Each of the undersigned parties expressly agrees the foregoing provisions
relating to use of Client Information shall survive closing of the transaction
contemplated hereby. No permission is given to use the City of Nashua
seal. City ordinance Section 66-2.1 prohibits use of the seal other than by
the City for official business.

QALICB Attached to this Term Sheet as an Exhibit is a QALICB Disclosure

Disclosure Statement that provides an estimation of the benefit derived from the

Statement: 9,750,000 NMTC allocation provided by the CDE Lender along with the
associated fees paid to the CDE Lender, its affiliates, and its legal counsel
in connection with the NMTC allocation.

Deposit: Upon execution of this term sheet, Project Sponsor shall pay a non-

refundable deposit of $30,000 to MCD to be credited to the Project at closing.
Additional legal deposits may be required during the closing process as
required by MCD’s attorneys. It should be noted that if the transaction does
not close, MCD will use the deposit to cover its legal costs and other
expenses incurred in connection with the transaction, but Borrower and/or
Sponsor are obligated to reimburse MCD for closing expenses actually
incurred exceeding the $30,000 deposit. The deposit shall be made via a
Mascoma Bank account offset or a wire transfer to the following account:

Beneficiary: Mascoma Bank
Bank: Mascoma Bank
243 Sykes Mountain Ave
White River Jct, VT
ABA# 211770213
Account# 89-202010
Ref: NPAC - MCD
Attn: Katie Washburn

MCD/NPAC Term Sheet 6