Search

Nashua Performing Arts Center - NMTC Term Sheet Confidential
October 14, 2020

| throughout the investment term. These representations, covenants and

certifications will be incorporated in the transaction documents, and with prior
written notice to Borrower from Investment Fund or Sub-CDE, may be changed
or amended in the event of newly revised regulations or to the extent reasonably
requited by Investment Fund’s or Sub-CDE’s legal counsel.

Additional Closing | Investor shall perform such due diligence and legal review of the transactions

Conditions: contemplated herein, including but not limited to the following:

1. All organizational documents for all entities involved in these transactions;

2. Standard construction / loan diligence, including without {imitation
construction contracts, title, survey, final plans and specifications, casualty,
builders’ risk and liability insurance, environmental reports, flood insurance
(if applicable), and lease and management agreements (if applicable);

3. Financial statements on all entities involved in these transactions;

4. Final financial projections, “source and use” statements, etc. prepared by the
Accountant;

5. All terms and conditions of all agreements, documents and similar items
affecting the financing of the Project;

6. Final executed transaction documents;

7. Evidence of the funding and/or availability of all sources of funds necessary
to complete the Project;

8. Executed state law and federal tax opinions as determined by Investor; and

9. All matters deemed reasonably necessary by Investor or Sub-CDE.

FIN 46 Disclaimer: | Any investor, Community Development Entity (a “CDE™”), or lender (including
any leveraged lender) involved in this transaction will undertake its own
independent investigation and financial and accounting evaluation of the
transaction and its investment or loan therein, including without limitation the
consolidation requirement under FIN 46. No investor, CDE, or lender has sought
or relied upon any representations, warranties or statements of any kind made by
or on behalf of any other party in this regard.

This is not a commitment or offer to lend or invest, but is instead only a brief description of the
proposed terms of the proposed transaction and is intended for discussion purposes only. This letter
does not purport to summarize sil terms, conditions, representations, warranties and other
provisions that may be contained in lean and equity documentation. Except as set forth in the
“Transaction Costs”, “Deposit”, “Timing”, “Termination” and “Confidentiality” sections above,
neither the proposed terms herein nor any Oral understandings relating to an investment or loan
are binding and shall not create any obligation om the part of Investor, Project Sponsor, Borrower
or any other parties until and unless such terms or understandings have been reduced to a written
agreement execated and delivered by, as applicable, Investor, Investment Fund, Borrower, Project
Sponsor, Fund Lender and the applicable guarantor(s). The terms of this proposal are for
Borrower's, Project Sponsor's and Investor's confideutial use aud may not be disctosed by it to any
other person other than its respective employees, attorneys and financial advisors, and then only in

14
33231393

Nashua Performing Arts Center -- NMTC Term Sheet Confidential
October 14, 2020

WAIVER OF JURY TRIAL. EACH OF INVESTOR, PROJECT SPONSOR AND BORROWER
IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS TERM
SHEET, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS TERM SHEET, OR
ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS, EACH OF
BORROWER, PROJECT SPONSOR AND INVESTOR ACKNOWLEDGES THAT THE
FOREGOING WAIVER 1S KNOWING AND VOLUNTARY.

Thank you for giving Mascoma Bank the opportunity to present these preliminary terms of the tax credit
financing of your project. While these terms are subject to credit approval, we will seek such approval
quickly in order to meet your project timeline.

If the terms of this Term Sheet are acceptable to you, we ask that you return to us an executed copy of this
Term Sheet by 5:00 p.m. Eastern Time on October 26, 2020 (the “Term Sheet Expiration Date”).
Failure to deliver an executed copy of this Term Sheet to Investor by the Term Sheet Expiration Date
shall result in the expiration of this Term Sheet and any offer of commitment set forth therein shall
become null and void. As stated above, by execution of this Term Sheet, Project Sponsor hereby agrees
that it has a binding and enforceable obligation to pay (i) the Deposit and (ii) Transaction Costs in
accordance with the terms and provisions of this Term Sheet.

Bh the
Term Sheet Offered this “° day of October, 2020 by:

INVESTOR:
MASCOMA BANK,

a benefit corporation organized and existing
under the laws of the State of New Hampshire

i Zole oe
Title: Spa oe

Please indicate your acceptance of the terms above by signing and returning an original copy of this Term
Sheet to us prior to the expiration date of the offer,

Accepted this day of October, 2020

PROJECT SPONSOR:

33231393

Nashue Performing Asts Center - NMTC Term Sheet Confidential
October 14, 2020

Exhibit 4
Draft Structure Diagram

{Attached hereto]

16
33231393

oo

PREUNNARY DRA - POR DISCUBRION PURPOSES Or6, Y

rae

2 ay

0-20-035

ORDINANCE

AUTHORIZING FREE HOLIDAY PARKING AT METERS IN ZONE I WHICH
INCLUDES THE ELM STREET AND HIGH STREET PARKING GARAGES FROM
DECEMBER 7, 2020 THROUGH JANUARY 1, 2021

CITY OF NASHUA

in the Year Two Thousand and Twenty

The City of Nashua ordains that Part II “General Legislation”, Chapter 320 “Vehicles
and Traffic”, Article XI “Parking Meters”, Section 320-47 “Parking meter and reserved space
fees; permits; meter bags”, subsection A of the Nashua Revised Ordinances, as amended, be
hereby further amended by deleting the struck-through language and adding the new underlined
language as follows:

Ҥ 320-47. Parking meter and reserved space fees; permits; meter bags.

A. The parking fee forall ...

(1)...
(2)...
(3)...

(a) The parking fees in Subsection A(3) above, which includes the
metered spaces in the Elm Street and High Street parking garages,

shall not be enforced from-December-9,2019-through_January-3;
2920 December 7, 2020 through January 1, 2021.”

All ordinances or parts of ordinances inconsistent herewith are hereby repealed.

This ordinance shall become effective upon final passage.

Board of Aldermen Page 9
December 13, 2016

UNFINISHED BUSINESS — ORDINANCES

O-16-017
Endorsers: Alderwoman Mary Ann Melizzi-Golja
Alderman Richard A. Dowd
AMENDING THE STRATEGIC PLANNING COMMITTEE MEMBERSHIP
Given its second reading;

MOTION BY ALDERWOMAN MELIZZI-GOLJA TO AMEND O-16-017 IN ITS ENTIRETY BY REPLACING IT
WITH THE GOLDEN ROD COPY PROVIDED WITH THE AGENDA

ON THE QUESTION

Alderman Siegel

What are the changes?
Alderwoman Melizzi-Golja

The change addresses alternates. When we had a meeting earlier this year we realized although we had new
membership on the committee we did not have a way to provide alternates so the business of the committee
could move forward so that has been added so we have the appropriately designated individuals there from
the different Boards, Committees, the Mayor’s office and the three committees from the Board of Aldermen,
Planning and Economic Development budget and Infrastructure.

Alderman Siegel

| did notice that there was a language change from “chairman” to “chair” and | didn’t co-sponsor that but |
would urge us to not try to purge that type of language. “Chair is an inanimate object and “Chairman”
indicates a human and we are all here as Aldermen expect for one Alderwoman so perhaps you might change
to Alderman Melizzi-Golja or we can all be Alderhuman but again, this is light hearted. | know what the intent
is but | think that stuff is not necessary.

President McCarthy

I'll just point out Alderman Siegel, that in the past | have dealt with Chairmen who seem to be inanimate
objects also.

Alderwoman Melizzi-Golja
| don’t think | actually requested that change but if | did that’s okay | will take credit for it.

Alderman Moriarty

| am greatly concerned at the elimination of all usages of “man” because it applies we have a heroic task
ahead of us fixing all of the aggressious errors in our charter and all of the ordinances. Now we have an
inconsistency with the resolution which eliminates all usage of “man” as a suffix. If you are an Alderwoman
does that make you an “Alderwo?” | am going to vote no on this.

MOTION BY ALDERMAN MORIARTY TO AMEND THE GOLDENROD CDOPY TO USE THE WORD
CHAIRMAN INSTEAD OF THE WORD CHAIR

ON THE QUESTION

Board of Aldermen
February 23, 2016 Page 15

cut everything exactly the same and have the same size pie if everything is suddenly bigger but | think we
should take a more careful look at prioritizing which pieces need to be bigger for the given situation that we find
ourselves in. | do know that over the last year or two that the Nashua Police Department has shown a lot of
leadership, particularly in working with the minority communities. New Hampshire has the second largest
number of trained police officers and that is, in part, due to Nashua’s leadership. That’s a badge of honor for
us and when | say trained | mean trained in dealing with minorities and youth intervention. New Hampshire is
one of the only states in the country that has a positive change in minority incarceration. In other words we
have less minority youth showing up in the criminal justice system. There are plenty programs that are working
to provide after school care and court diversion and all that kind of stuff but the people who deal with the
situations when they deal with youth and minorities first in the legal system is the police officers so making sure
that they are well trained and well supervised and part of a program that reflects the needs of our community is
where my Ward and voters | think are most interested. | personally am supporting this and | hope the other
Aldermen do too because our police do a very good job and we don’t want to cut it back to the point where
they are no longer doing a good job, we want to keep them doing a good job.

Alderman LeBrun

| too have the greatest respect for our police department. We do have a quality police department and | also
have respect for a subcommittee and the Budget Review Committee did a good job on this, they came back
with a unanimous vote to accept this contract and for that reason | will support it.

Alderman Schoneman

| wanted to make clear if | didn’t before that | have full confidence in our police department, | think it’s an
excellent force. | thank Heaven every day that we have an excellent police department. The issue has nothing
to do with the quality of the force, in fact, it’s a quality force and whatever their pay was they will continue to be
a quality force and that’s because they have good character. The issue is just that it’s very hard for these
contracts to grow and maintain services because the spending cap is real. It’s a guideline where in a system
where there is no market competition, no force is at play, there has to be some measure for growth and the
growth that was determined by voters here in the city and reaffirmed a couple of years ago produces a formula
that says that the growth in public spending will match the growth of private spending and presumably private
income growth so that’s the problem.

Alderman McGuinness

| voted for the contract on Thursday night. Alderman Schoneman is correct, it wasn’t really all that happy; it
was more of a reluctant vote. The arguments there that this is going to happen anyway resonated with
everyone and | will acknowledge that from what | understand some of the negotiations that went on in
preparing this contract, we did get some concessions with insurance and vacation time and | know that Deputy
Chief Michael Carignan worked very hard on that but the fact remains that it’s way over the cap. | did vote for
it and | think we have the finest police department in the State of New Hampshire. Some of my concerns were
the disparity between the patrolmen’s contract and supervisor’s contract and you want to make sure there is a
spread there...that’s legitimate to me. | think it’s an argument of merit. | don’t want to see the supervisor’s
being penalized because they are in positions of management and authority. Alderman Clemons, | did run on
a position that | would not go over the spending cap and that’s important to me. | understand what Alderman
Moriarty is saying, it’s all one pie, some get more and some get less. We all know what hit the paper on
Monday, every citizen in Nashua knows that the school budget is going to be way over so where are we going
from here? | started to think after reading that article and perhaps | could be persuaded otherwise. Again, |
don’t want to take anything away from the finest police department in the State of New Hampshire and |
respect what the chief and the deputy chief had done as well as some of the commissioners but | am having
considerations right now of flipping my vote.

ORDINANCE:

PURPOSE:

ENDORSERS:

COMMITTEE

ASSIGNMENT:

FISCAL NOTE:

LEGISLATIVE YEAR 2020
O-20-035
Authorizing free holiday parking at meters in Zone IH which
includes the Elm Street and High Street parking garages from

December 7, 2020 through January 1, 202]

Mayor Jim Donchess
Alderman-at-Large Michael B. O’Brien, Sr.

Committee on infrastructure

Prior year approximate estimate of $4,600 or less in lost meter
revenue was based on pre-COVID conditions. Meter revenue is
currently down by approximately 50%.

ANALYSIS

This legislation authorizes free holiday parking at metered parking spaces in Zone HI from
December 7, 2020 through January 1, 2021, similar to the past several years. Monthly passes are
not affected. Time limits as well as other parking violations will continue to be enforced during

the free holiday period.

Approved as to form:

Office of Corporation Counsel

ay: NORE, Chik

Date: v N nonlfer. Gyo

O-20-036

ORDINANCE

ESTABLISHING PERFORMING ARTS CENTER BOARD OF TRUSTEES

CITY OF NASHUA

in the Year Two Thousand and Twenty

The City of Nashua ordains that Part I “Administrative Legislation”, Chapter 5
“Administration of Government”, Article XIII “Generally”, of the Nashua Revised Ordinances,
as amended, be hereby further amended by adding the following section as follows:

Ҥ 3-59.1. Performing Arts Center Board of Trustees.

A. A Board of Trustees for the Performing Arts Center is hereby established. The Board
shall have full control of the City’s use of the Performing Arts Center at 201 Main Street,
Nashua, subject to any operating or other agreement entered into by the City prior to the
formation of the Board of Trustees, which is to be used as, but not limited to, a performing arts
venue, a community building, and a space for any other appropriate use approved by the Board
of Trustees.

B. The Performing Arts Center Board of Trustees shall consist of nine members, the
majority of whom are either residents of Nashua or employed in Nashua. The Mayor of Nashua
or the Mayor's designated representative shall be a member of the Board of Trustees, and the
Mayor of Nashua shall appoint the remaining members of the Board of Trustees, subject to
confirmation by the Board of Aldermen. The initial Board of Trustees, except the Mayor or the
Mayor's designated representative, shall hold office according to the following timetable: one to
hold office for one year; one to hold office for two years; two to hold office for three years; two
to hold office for four years; and two to hold office for five years, After the initial Board of
Trustees terms have expired the term of office for each Trustee shall be five years. Vacancies
will be filled by the Mayor and confirmed by the Board of Aldermen. The Board of Trustees
shall meet at least annually on the first Monday in February. Five members shall constitute a
quorum for the exercise of power and performance of duties. The Trustees shall receive no
compensation for their services.

C. The Performing Arts Center Board of Trustees shall manage the property and all business
affairs of the Performing Arts Center including but not limited to overseeing expenditures. The
Board of Trustees may employ such personnel as it deems necessary to operate and maintain the
Performing Arts Center. The Board of Trustees may also apply and accept for the benefit of the

Performing Arts Center grants, gifts, devises and bequests, as may be made to it or to the City for
the purpose of increasing or improving the Performing Arts Center. The Board of Trustees is also

O-20-036

authorized to take and hold any grant, gift, bequest or devise of property upon trust, real
properties excluded, to apply the principal or the income thereof in any manner it sees fit in
accordance with its best judgment and which will promote the purpose for which the Performing
Arts Center is established.

D. The Performing Arts Center Board of Trustees shall make and execute all such rules and
regulations for its government, the preservation of property under its charge and the use and
management thereof, as it may from time to time deem necessary or expedient.

E. The Performing Arts Center Board of Trustees shall present an annual report to the
Mayor and Board of Aldermen including but not limited to a listing of all receipts and
expenditures, a statement of any unexpended balance of money it may have, and of grants, gifts,
bequests or devises it may have received and is holding on behalf of the City. Any disposal of
real estate shall be governed by the Mayor and Board of Aldermen.”

All ordinances or parts of ordinances inconsistent herewith are hereby repealed.

This ordinance shall become effective on December 15, 2020.