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Board of Aldermen 10-13-2020 Page 19

Animal and Dog Park Advisory Board

Kathy Abel (New Appointment) Term to Expire: October 1, 2023
41 Manchester Street
Nashua, NH 03064

Conservation Commission

Maya Friday (New Appointment) Term to Expire: May 31, 2021
17 Chaucer Road
Nashua, NH 03062

Cultural Connections Committee

Samba Halkose (Reappointment) Term to Expire: July 30, 2023
58 Winter Street
Manchester, NH 03102

Lauren Osowski (Reappointment) Term to Expire: December 31, 2022
57 Profile Circle
Nashua, NH 03063

There being no objection, President Wilshire accepted the Appointments by the Mayor as read and
referred them to the Personnel/Administrative Affairs Committee.

REPORTS OF COMMITTEE

Budget Review Committee. ..... 2.0... cee cee cee cee ne cee ne cee sne cee nee eee nee tenes eaenees 09/21/2020

There being no objection, President Wilshire declared the report of the September 21, 2020 Budget Review
Committee accepted and placed on file.

Jnt. Mtg. - Budget Review Committee and Planning and Economic Development
COMMIS o.oo. cee cece eens re cee een ee tan cee ed ected ne eee nee tenes een ee 09/28/2020

There being no objection, President Wilshire declared the report of the September 28, 2020 Joint Meeting
of the Budget Review Committee and Planning and Economic Development Committee accepted and
placed on file.

Pennichuck Special Water Committee......... 00.0... cece cee cee cee cee cence eee ee eee neeeaenees 09/29/2020

There being no objection, President Wilshire declared the report of the September 29, 2020 Pennichuck
Special Water Committee accepted and placed on file.

Committee on Infrastructure... 0.0.0.0. cce cece cece cee cee cee cee eee eee tueeeeteneeeuentueenstanenees 09/30/2020

There being no objection, President Wilshire declared the report of the September 30, 2020 Committee on
Infrastructure accepted and placed on file.

Personnel/Administrative Affairs Committee...........0 0.0.00 cee ccc cee cence cee nee eee nee een aes 10/05/2020
There being no objection, President Wilshire declared the report of the October 5, 2020

Personnel/Administrative Affairs Committee accepted and placed on file.
Budget Review Committee... 00.2.0... ccc cece cee cence ee nee ne eee eae eee ee eee aee eee nee tena ee ey 10/06/2020

Board of Aldermen 10-13-2020 Page 20

There being no objection, President Wilshire declared the report of the October 6, 2020 Budget Review
Committee accepted and placed on file.

Finance Committee...... 0... cc ccc cee cee cee cee cee eee ceeuee vee eee ven eneaentueeeeveteneaenennennas 10/07/2020

There being no objection, President Wilshire declared the report of the October 7, 2020 Finance Committee
accepted and placed on file.

CONFIRMATION OF MAYOR'S APPOINTMENTS

Cultural Connections Committee

There being no objection, President Wilshire confirmed the reappointments of the following
individuals to the Cultural Connections Committee: Eric Drouart, 52 Main Street, Unit 206, Nashua
for a term to expire December 31, 2020; Mohammed Mustak Arif, 1 Kinsley Street, Nashua for a term
to expire February 28, 2023; Adelina Hernandez, 56 Chestnut Street, Nashua for a term to expire
July 30, 2023; and Jessica Gorhan, 97 Western Avenue, Henniker for a term to expire December 31,
2023.

Oath of Office administered by Corporation Counsel for those present; Oath of Office to be administered at
a later date for those not present.

Master Plan Committee

There being no objection, President Wilshire confirmed the new appointment of Jonathan Spira-
Savett, 39 Coburn Avenue, Nashua, to the Master Plan Committee.

Oath of Office administered by Corporation Counsel.

Nashua Arts Commission

There being no objection, President Wilshire confirmed the reappointments of the following
individuals to the Nashua Arts Commission: Judith Carlson, 15 Manchester Street, Nashua, and
Paul LaFlamme, 28 Lutheran Drive, Nashua, for a terms to expire April 1, 2023; new appointments:
Steve Ruddock, 5 Town Crier Road, Amherst, for a term to expire: July 30, 2023; and Travis Tripodi,
34 Lawndale Avenue, Nashua for a term to expire: April 1, 2023.

Oath of Office administered by Corporation Counsel for those present; Oath of Office to be administered at
a later date for those not present.

Tax Increment Financing Advisory Board

There being no objection, President Wilshire confirmed the new appointment of Angelina Spilios,
15 Technology Way, Nashua, with a term to expire September 30, 2021 to the Tax Increment
Financing Advisory Board.

Oath of Office administered by Corporation Counsel.

UNFINISHED BUSINESS — RESOLUTIONS

SECTION 6.08. Prepayment. While any Default or Event of Default shall have occurred
and be continuing, prepay, directly or indirectly, any debt (other than debt to CoBank).

SECTION 6.09. Investments. Make any loan or advance to, or deposit any funds of the
Company in, or purchase or otherwise acquire any capital stock, obligations, or other securities of, or
make any capital contribution to, or otherwise invest in or acquire any interest in, any Person (including a
Subsidiary), or participate as a partner or joint venturer with any other Person (collectively,
“Investments”), except: (A) securities or deposits issued, guaranteed or fully insured as to payment by the
United States of America or any agency thereof; (B) commercial paper of a domestic issuer rated at least
"A-1" by Standard & Poor's Corporation or "P-1" by Moody's Investors Service, Inc.; and (C)
intercompany loans made in accordance with the Money Pool Agreement; and (D) Investments in
CoBank.

SECTION 6.10. Certain Agreements. Amend, alter, waive any provision of, breach or
terminate any agreement (or accept any termination by the other party) if such action could reasonably be
expected to have a Material Adverse Effect.

SECTION 6.11. Transactions with Affiliates, Enter into any transaction with an Affiliate
except in the ordinary course of and pursuant to the reasonable requirements of its business and upon fair
and reasonable terms no less favorable to the Company than would obtain in a comparable arm's-length
transaction with a Person not an Affiliate.

ARTICLE 7
FINANCIAL COVENANTS

Unless otherwise agreed to in writing by CoBank, while this Agreement is in effect:

SECTION 7.01. Debt Service Coverage Ratio. The Company shall have for each fiscal year
of the Company, a Debt Service Coverage Ratio of not less than 1.25 to 1.00.

SECTION 7.02. Total Debt to Total Capitalization Ratio. Thc Company shall have at the
end of each fiscal year of the Company, a Total Debt to Total Capitalization Ratio of not more than .65 to

1.00.
SECTION 7.03. Fiscal Year. The Company will not change its fiscal year.

ARTICLE 8
EVENTS OF DEFAULT

Each of the following shall constitute an “Event of Default” hereunder:

SECTION 8.01. Payment Default. The Company should fail to make when due any payment
to CoBank hereunder, under any Promissory Note and Supplement, or under any other Loan Document.

SECTION 8.02. Representations and Warranties, Ete. Any opinion, certificate or like
document furnished to CoBank by or on behalf of the Company, or any representation or warranty made
or deemed made by the Company herein or in any other Loan Document, shall prove to have been false
or misleading in any material respect on or as of the date furnished, made or deemed made.

11

Board of Aldermen 10-13-2020 Page 21

R-20-071
Endorsers: Mayor Jim Donchess
Alderman Richard A. Dowd
Alderman-at-Large Ben Clemons
Alderman-at-Large Shoshanna Kelly
Alderman Patricia Klee
Alderman Skip Cleaver
Alderman Tom Lopez
Alderman-at-Large Lori Wilshire
AUTHORIZING THE MAYOR AND CITY TREASURER TO ISSUE BONDS NOT TO EXCEED THE
AMOUNT OF EIGHT MILLION DOLLARS ($8,000,000) FOR TWO CONSTRUCTION PROJECTS,
CONSISTING OF A PUBLICLY ACCESSIBLE GROUND LEVEL PARKING GARAGE ($2,500,000)
AND ADDITONAL FUNDING FOR THE PROPOSED PERFORMING ARTS CENTER ($5,500,000)
Given its second reading;

MOTION BY ALDERMAN LOPEZ FOR FINAL PASSAGE OF R-20-071, BY ROLL CALL

ON THE QUESTION

Alderman Cleaver

Thank you very much, Madam Chair, Madam President. | move to divide the question, these are two very
different projects, two very different scenarios and two very different backgrounds and they need to be
developed and discussed separately.

MOTION BY ALDERMAN CLEAVER TO DIVIDE R-20-071 INTO TWO SEPARATE QUESTIONS

ON THE QUESTION

President Wilshire

OK the Motion is to divide. | might need a little help Corporation Counsel.

Steven Bolton, Corporation Counsel

If this motion passes it will require additional public hearings on each separate project.
President Wilshire

And in that case we might not be able to close if our closing for the Performing Arts Bond has to be done by
December 15", is that right?

Attorney Bolton

| think you would run into a time crunch; it might be averted by having special meetings or something but
the Public Hearings do have an advertising requirement with the necessary delay that that would entail.

President Wilshire

Ok so the motion Alderman Cleaver is to separate the two issues in this bond Resolution. Any discussion
on that motion? Alderman Lopez?

Alderman Lopez

Yeah we did discuss this in Committee and | am still opposed to it because the concept that is linking these

Board of Aldermen 10-13-2020 Page 22

is the neighborhood that they affect and the TIF and the bonding relationship. | did find in comments that
were made earlier in public comment to be unfortunate in my opinion. Both Bob Keating and (inaudible)
have petitioned us to help the residents of Bronstein but this participation is new. They did reach out to me
previously and throughout the year and as long that (audio cuts out). But they’ve been taking steps on their
own independent, including offering to the residents of Bronstein solutions that are not feasible or realistic.
(audio cuts out) Bronstein, | Know families that are there and not for going out and getting to know them so
that | could use their voice but because | have worked with them for years on volunteer project, and just
seeing them around the community. They don’t want to raise their families on a School Street Apartment
Building. Who can think that’s it is realistic that would let anywhere near the number of families in
Bronstein move into School (audio cuts out). There’s very little chance to coerce a developer taking on the
project and the expense that it unfolds too, there’s been no offer from GSOP or any of these members
(audio cuts out) to implement this program via any support.

Trying to combine different projects run by two different parties and (audio cuts) economy | think. The
Housing Authority has been working on this for years, realigning their full status so that they would be able
to take on projects like this recognizing the larger amount of need for housing as well as the shortage of
public funds available to provide that housing. They saw the housing capacity shortage long before
anybody else did and started working on steps to mitigate that. And | think it does a tremendous amount of
disservice to people who are authentically trying to help people in public housing to (audio cuts out). When
you are talking about people who won't get into housing for the next couple of years because it won’t exist,
because you will have sidetracked the discussion focusing one smaller project that has nothing to do with
the other one is really not meant to be a permanent housing or for housing (audio cuts out) and went over
that and | advocated for that at the beginning too and it just did not make financial sense. You would throw
away an opportunity to build affordable housing with the public housing program and drag them into this; |
think that’s very unfortunate. | think that the survey that they sent out is clearly their own words. | question
their commitment to letting Bronstein residents speak for themselves.

That phrase that’s in the petition that they have, the School Street flats, has literally only ever been used
with GSOP. No one has referred to it as that. We've called it the School Street Project here and the
developer is willing to move with one bedroom apartments because that’s how he can make his project
work. For community agency or organization that is newly formed and not fully engaged in the community,
to try to speak on behalf of both elected officials who do work with the residents and developers who are
actually putting money on the table while offering neither is extremely ill advised | think. It’s unfortunate.
There’s a lot of other projects that we could be working on or GSOP could be providing really useful
information or guidance on that other public housing programs like to focus on. But! would point out that
the Public Housing Authority is the biggest provider in town. They are not the ones that we need to be
focusing on. They do have a relationship with their residents and they have been meeting with them
throughout this project and they set up two housing navigators to address this problem. Where | think
duplicating that and creating a completely (audio cuts out) and asking for meetings with different
stakeholders, is disingenuous. That does not improve the projects for you. It does not help those
individuals in housing that’s appropriate for them. | don’t think it accomplishes anything but distraction. So |
don’t think these two issues should be separated at all because Bronstein should never have been
introduced as a component in this.

This School Street lot it's an empty parking lot. Right now it can be developed to actually bring in tax
revenue and put people into that neighborhood that can spend money in those stores and resources. The
actual abutting neighbors who are all opposed to this are now in favor of it and supporting it; Harbor
Homes, Nashua Wall, | have talked to them. | don’t know whether GSOP has and | don’t see a reason that
these need to be separated. | think this is a good fit, it’s exactly what the Performing Arts Center was
supposed to be doing, bringing in economic development and stimulus and this is a good use of bonding
and TIF money.

President Wilshire

All set, Alderman Lopez?

Board of Aldermen 10-13-2020 Page 23

Alderman Lopez

Yeah, thanks for your attention.
President Wilshire
Alderman Cleaver.
Alderman Cleaver

Yes, Alderman Lopez brings out all the points and the reasons why these two should be separated. The
Performing Arts Center should go ahead; | am strongly in support of it. | think most of my constituents are
strongly in support of it. The School Street has a lot of issues not associated with Bronstein that need to be
discussed. They are separate issues and they should separately addressed. Thank you.

Alderman Klee

Thank you, Madam President. | am not going to repeat what Alderman Lopez said, well maybe a little bit of
what he said. But the truth is he made all the valid points about Bronstein so | will leave it at that. The
points that | want to make are about the parking garage and the need for that. As Alderman Lopez had
commented, when the abutters had found out that they were going to be losing that parking lot, they were
quite upset by it. The truth of the matter is, you know, they were told well you can use the High Street
Parking Garage but we all knew that some of those spaces would be leased out to this housing project. So
the long and the short of it was that they were angry, they were upset, they went to City Hall. They made a
lot of phone calls; | Know | received phone calls and | am sure many of the other Aldermen did.

| think City Hall reached out, they worked out an arrangement. They worked out an arrangement with the
abutters. They worked out an arrangement with those that were doing the project. And everybody kind of
put everything on the table. They came up with the parking garage and then we would basically lease or
sell the airspace above the parking garage. The City would still maintain that, it would not be used by those
that live within the apartment and it would still be City revenue, it would still be used by those people that
are the abutters. So it became a win/win/win situation. The PAC, the additional cost for the PAC actually
got bundled into this | believe just because of the TIF. This developer had decided that yes he was there
because he knew what we were going to be doing with the Performing Arts Center. And so as not to create
another bond that would be a tax burden, they created this TIF. So this was revenue that although is not
realized from the taxes, it was going to be used specifically and dedicated for the payment off of the bonds,
of both of those bonds.

So to me, it all does go together. To separate it, to take the chance that we would delay the acceptance of
the — you know to be able to do our closing, because we can’t do our closing without having a bond for this.
So that would mean, | think as Attorney Bolton said, it would mean having to have public hearings. It would
also mean having to now create a funding source for the Performing Arts Center when this entire package
does that. It’s a one stop shop, it helped the abutters, it helped with revenue that has not yet been realized.
It kept everybody kind of happy without putting undo burden on the taxpayers. | think it’s a win/win situation
and | think we’d be making a mistake if we tried to separate it. And while | truly respect everything that
Alderman Cleaver said, | really can’t support that. Thank you.

President Wilshire
Anyone else on the motion to split? Alderman Tencza.

Alderwoman Kelly

| had my hand up too.

Board of Aldermen 10-13-2020 Page 24
President Wilshire

OK, I'll get to you right after Alderman Tencza.

Alderman Tencza

Alderwoman Kelly did have her hand up first so | have no problem deferring to her waiting until after if you’d
like to recognize her first Madam President.

President Wilshire

Alderwoman Kelly?

Alderwoman Kelly

Thank you, Alderman Tencza, unnecessary | just wasn’t sure if you could see me, I’m a little dark in the
room I’m sitting in. So | just will keep this brief, | think | appreciate what Alderman Cleaver is trying to do
here. But! will not be supporting it. | think a lot of people before me have explained how a lot of these
things go hand in hand. We are talking about vibrancy of downtown. And because we are talking about a
Performing Arts Center, we now have multiple opportunities to develop and because of that, we also need
to look at parking expansion in our downtown. | would be remiss if | didn’t say that as my years of
Alderman, parking is one of the things | hear about the most. And so | think adding parking in downtown is
just a smart thing to be considering with all this development. Thank you.

President Wilshire
Thank you, Alderman Tencza.
Alderman Tencza

Thank you and Madam President in defense of Alderman Cleaver’s motion. We all received a letter from
City Hall on July 1* about this situation. The letter states that there are 130 surface parking spaces down in
this area without bonding the $2.5 million dollars to raise this building. And then you are about 270 spaces
available in the garage which was significantly more than the number of parking spaces that the owners of
the businesses downtown said that they needed at their peak hours. We have talked about this School
Street Development, making it into housing for some time. When we discussed it, raising the building and
making a parking garage underneath was not part of that process or part of that plan until more recently.

So | believe that nothing has changed since July when we got that letter. That parking is an issue all over
downtown but there are ways that we can make the current situation feasible for everyone involved. Also,
too in the Infrastructure Committee we have been telling people for probably over a year now that there’s a
parking study which is going to start in spring of 2021 for downtown parking. Certainly if the parking study
came back and said yes, you need these parking spots, | think that would be different and then we would
have an expert who could tell us that this necessary for us to spend the money. Third, the City has been
talking about this Performing Arts Center for 30 years trying to make it a reality. People have been working
very hard over the past three, four, five years to bring the current PAC into fruition, raising money, doing the
architecture. | don’t understand why we are muddying all the work that they’ve done in trying to put this
parking, this $2.5 million dollar bond along with it. So | will support Alderman Cleaver’s motion. | think like
him, | support the $5.5 million dollars. | think we can still do the TIF, we can still develop that School Street
lot but | don’t believe that we need to spend the additional $2.5 million dollars for the parking space. Thank
you.

President Wilshire

Thank you. Anyone else? Alderman Dowd?

Board of Aldermen 10-13-2020 Page 25
Alderman Dowd

Yes | am going to try to be brief as possible. These things are really tied together. The development on
School Street came to fruition because of the Performing Arts Center. The fact that the parking garage had
to be talked about going under that was a compromise to all the neighbors who, if we separate this, and not
do the parking underneath is an afront to all those people in that neighborhood. And it will be a hardship to
them. So this is like dominos. Also the TIF the wording also includes the two items. If we separate these
we will have to have two new public hearings, we may not be able to close by December. And | work with a
contractor every single day that is involved with the Performing Arts Center, if we don’t close in December
the price is going up and the $5.5 million will not be enough. We need to get this done now. So | will not
support separating these.

President Wilshire

Anyone else on the motion to separate the bond into two separate Resolutions? Seeing none, the Motion
is to split the issue. Alderman Lu?

Alderwoman Lu

Thank you | didn’t raise my hand because | thought Alderman O’Brien would be called on. | just had a
question. | don’t understand about the December 15" bond closing. Are we talking a bond closing or the
closing on the Performing Arts Center construction?

President Wilshire

| am going to let Alderman Dowd. Alderman Dowd that went to Budget, do you have that answer?
Alderman Dowd

| think Attorney Bolton wants to address it.

President Wilshire

Ok, Attorney Bolton.

Attorney Bolton

The closing that’s being referred to as being scheduled for December is on the New Market Tax Credit
arrangement.

Alderwoman Lu

Thank you, just a follow up. Did! miss a meeting? | have not heard that we have a closing date for that? It
seems that everyone else is aware of it. Was that discussed?

President Wilshire
We've talked about it. We've talked about it at least at Budget.
Alderwoman Lu

December 15!"

Board of Aldermen 10-13-2020 Page 26
President Wilshire

| don’t know...

Alderman Lopez

| think you were at that meeting.

Alderwoman Lu

Pardon me?

President Wilshire

December 15" is the date we have to close for the New Market Tax Credits or we won’t get them this time
around.

Alderwoman Lu

Great, thank you.

Alderman Dowd

Also, Director Cummings is on if you’d like to get some input from him, President Wilshire.
President Wilshire

Director Cummings did you want to add something to that?

Tim Cummings, Director of Economic Development

No, Madam Chair, | believe you’ve covered it with the responses.

President Wilshire

Alderman O’Brien.

Alderman O’Brien

If | may? Thank you, | did have my hand up you may have perhaps not seen it.

President Wilshire

Well there are a lot of people on it’s hard to see everybody, if you raise your hand ...

(Overlapping speaking)

Alderman O’Brien

But thank you, Madam President for recognizing me. | would like to echo basically and to be brief exactly
what relayed to be Alderman Dowd and although | agree with some previous speakers who said there is a
pending traffic study. But one thing we’ve always heard with this particular project of the Performing Arts
Center and we all heard it, parking, parking and parking. And yes, we did make commitments in the

neighborhood and particularly with this developer to increase parking. But putting in additional parking yes
it's relatively close to a parking garage but if there’s one thing — if we are going to get the people, which |

Board of Aldermen 10-13-2020 Page 27

think we are going to get the people that are going to come in, let’s not be short-sighted. And look at the
people who will be attending the events at the Performing Arts Center and allow them to enjoy their evening
with plenty of adjacent parking to the facility. So | think it does fit and | agree with Alderman Dowd, this is a
hand in glove issue, the question should not be separated. Both are germane to each other and | would
recommend fellow members of the Board to support it, because it will increase the enjoyment of our
citizens. Thank you.

President Wilshire

Anyone else? The motion is to split the bond $2.5 million for the garage and $5.5 million for the Performing
Arts Center. That’s the motion; any further discussion on the motion. Would the Clerk please call the roll?

A viva voce roll call was taken which resulted as follows:

Yea: Alderman Caron, Alderman Tencza, Alderwoman Lu, Alderman Jette, 6
Alderman Cleaver, Alderman Harriott-Gathright

Nay: Alderman O’Brien, Alderman Klee, Alderwoman Kelly, Alderman Dowd,
Alderman Clemons, Alderman Lopez, Alderman Schmidt, Alderman Laws,
Alderman Wilshire 9

MOTION FAILED
President Wilshire

And that motion fails. The motion before us is for final passage of Resolution 20-071. Further discussion
on the motion? I’m not seeing anyone? Alderman Jette?

Alderman Jette

Thank you, Madam President. So | am going to be voting against this. You know, I’ve said it before and |
hate to repeat it again, but three years ago we asked the voters to express their opinion about this
Performing Arts Center and | told the voters of Ward 5, my Ward, that | would vote the same way that they
voted and they voted against this Performing Arts Center. The City was split, you know, it passed citywide
with less than 51% of the vote. So 51% in favor, 49% against. So people were hardly overwhelmingly in
favor or this which at the time was a $15.5 million dollar project. Now it is a $25 million dollar project and
who knows how people would vote if they had the opportunity again. But | doubt very much that the people
who were against it at $15.5 million would be in favor of it at $25 million.

What this Resolution does is it adds $5.5 million to the cost of this performing arts center. And it also adds
$2.5 million for the cost of building this parking garage. The developer of the parking garage provided a
proposal which is still the proposal that’s pending and he proposed to build this apartment building with a
deal where he would purchase the School Street Parking Lot for $900,000.00. The City would have to
spend $100,000.00 on infrastructure improvements, but we would get a net of $800,000.00. He is also
going to be providing payment for parking and the High Street parking garage for his tenants. This parking
garage that’s being proposed came about as a result of very hard lobbying by one business in particular
that enjoys having free parking across the street from its business in the School Street Parking lot and was
upset about losing that free parking for his customers.

And at the time | was sensitive to the idea of losing the parking in the School Street parking lot. But the
Mayor and Director Cummings convinced me with facts about how much parking was available and that
parking really would not be a problem, that the patrons of this particular business would have plenty of
alternative parking even with the loss of the School Street Parking lot. However, that business was able to
convince apparently the Mayor and Director Cummings and some Aldermen that this parking was
necessary so this proposal to raise the building and build a parking lot or parking garage essentially