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EXH I B IT K 10 Harvey Road
HARVEY blr

F; (603) 658-0388
harveycosstructlon.cort
Project Noykue Performing Art Center Date Oct, 19,2020
Lecative: Nashua, NE
Holue Engineering Log

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Current Construction Coat Estimate 918,750,542 «+—

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R-20-094

RESOLUTION

OMNIBUS RESOLUTION REGARDING NEW MARKETS TAX CREDIT
TRANSACTION FOR THE PERFORMING ARTS CENTER

CITY OF NASHUA

In the Year Two Thousand and Twenty

WHEREAS, the Board of Aldermen passed R-18-001 “Authorizing the Mayor and City
Treasurer to issue bonds not to exceed the amount of fifteen million five hundred thousand
dollars ($15,500,000) for the Performing Arts Center located at 201 Main Street” on February
13, 2018:

WHEREAS, R-18-002 “Authorizing the purchase of land and buildings at 201 Main
Street (Map 81, Lot 3) for the Performing Arts Center” was passed by the Board of Aldermen on
February 13, 2018;

WHEREAS, 201 Main Street (Map 81, Lot 3, also known as 78-84 West Pearl Street)
was conveyed to the City on March 13, 2018 by warranty deed recorded in the Hillsborough
County Registry of Deeds at Book 9056, Page 685 (together with improvements, “201 Main
Street”);

WHEREAS, the Board of Aldermen passed R-18-092 on December 11, 2018, which
amendment allowed borrowing for the design of the project prior to the raising of $4,000,000 in
private funds, including New Markets Tax Credits, for the new Performing Arts Center;

WHEREAS, R-18-092 allows New Markets Tax Credits as a potential source of private
funding to meet the $4 million threshold to bonding;

WHEREAS, R-19-133 authorizing the Mayor to enter into a Memorandum of
Understanding with Spectacle Management, Inc. regarding the future operation of the
Performing Arts Center was passed on April 23, 2019;

WHEREAS, R-19-136, passed by the Board of Aldermen on June 11, 2019, authorized
the formation of up to two (2) voluntary, nonprofit corporations under RSA Chapter 162-G:15
and Chapter 292:1 to be part of the transaction structure of a potential New Markets Tax Credit
sub-allocation for the Performing Arts Center;

Board of Aldermen
February 23, 2016 Page 12

Alderman Cookson

That’s a possible explanation, thank you for that.

Attorney Bennett

It’s the best guess | can give you.
Alderman Cookson

It’s creative. Vacation, you can calculate overtime based on vacation? | just wish this would have been
discussed more.

President McCarthy

| think, Alderman Cookson, what those are used for is to calculate the straight time that leads up to the total
time after which vacation is approved overtime is approved. So if I’ve taken 5 days of vacation and |’m to my
40 hours for the week by the vacation and then I’m called into work the next day then that day counts as
overtime because | have 40 hours that is already accounted for. | think that all of those things fall into that
category essentially.

Alderman Cookson

None of these existed prior to this particular contract. How was overtime calculated prior to and why is this a
benefit to this contract.

Attorney Bennett

In fact that’s exactly how overtime has been calculated in the past. That is incorporating the process they used
prior to this and they just put it into the contract this time.

Alderman Cookson
So they are just codifying it?

Attorney Bennett

Correct, they are not new categories, in fact the police UAW contract included the exact same categories
under their overtime.

Alderman Dowd

This contract was approved unanimously at the Budget Review Committee. Also the last time that the
patrolmen’s contract came through the similar raises were approved because we were having trouble retaining
police officers and the cost of replacing them was excessively high because all of the surrounding communities
were paying more, at least the way | remember it. Those raises were presented, the “me too” is to maintain
the separation between the supervisors and the patrolmen. That’s the reason that these are the percentages
that they are at. With all that is going on relative to the crime and the drug traffic here locally | for one would
not prefer to see the supervisor's being concerned about trying to take this to court or arbitration, I’d rather
them be concentrating on what’s going on in the streets and preventing crime.

R-20-094

WHEREAS, R-20-087 authorizing assignment of the Community Development Finance
Authority grant to Nashua Community Arts had its first reading on October 27, 2020;

WHEREAS, the two voluntary corporations have been formed and are 201 Main Street
Real Estate Corp. and 201 Main Street Financing Corp.;

WHEREAS, a New Markets Tax Credit sub-allocation has been made available, subject
to closing, for the Performing Arts Center by Mascoma Community Development, LLC, an
affiliate of Mascoma Bank;

WHEREAS, on October 21, 2020, the City’s Finance Committee approved $80,000 to be
provided for deposits for legal and other costs to Mascoma to allow the New Markets Tax Credit
transaction to proceed;

WHEREAS, the attached chart shows the anticipated structure and flow of funds for the
New Markets Tax Credit transaction;

WHEREAS, the closing date for the New Markets Tax Credit transaction is presently
scheduled to occur on or before December 15, 2020, and time is of the essence;

WHEREAS, the New Markets Tax Credit transaction is intricate and driven by federal
New Markets Tax Credit requirements, investor requirements and other laws and regulations;

WHEREAS, negotiations and details regarding the New Markets Tax Credit transaction
evolve quickly up to and including the day of closing, requiring the City and all other
participants to be able to react and respond quickly to the changes.

NOW, THEREFORE, BE IT RESOLVED by the Board of Aldermen of the City of
Nashua that the City of Nashua is authorized to participate fully and as is required or advisable
to close the New Markets Tax Credit transaction with Mascoma, such actions to include, but not
be limited to the following:

Approval 1: Authorizing the City’s participation in the New Markets Tax Credit transaction
for the Performing Arts Center as shown on the attached flow chart in accordance
with the attached term sheets and upon such other terms as the City may agree.

Approval 2: Authorizing transfer of title to 201 Main Street to 201 Main Street Real Estate
Corp. or acontrolled affiliate thereof, closing to take place contemporaneously
with the New Markets Tax Credit closing.

Approval 3: Authorizing City to enter into lease(s) with 201 Main Street Real Estate Corp. or a
controlled affiliate thereof for 201 Main Street as Master Tenant and for purposes
of equipping the Performing Arts Center.

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

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