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Board of Aldermen — 2/10/16 Page 7

team here in the city. If you want information on that you can go to the GoNashua.com website or to the
church website which is gatecitychurch.org.

Alderman Siegel

| would like to thank the poll workers and Ms. Piecuch for doing an excellent job at the polls.

| would also like to offer my condolences to the Soucy family who lost Dick Soucy.

Alderman Caron

| too would like to thank the City Clerk’s office, it was a long day and the staff worked very well.
| would also like to extend my condolences to the Soucy family.

Alderman Dowd

I’d like to thank all of the people who voted yesterday, it was a phenomenal number. | just wish we had that
kind of interest in local elections.

Also, the food service contract that was mentioned is self-funding and not out of the general budget. It’s
contained within the monies raised for lunches.

Alderman Wilshire

| too would like to send condolences out to the Soucy family on the loss of Dick Soucy.

To respond to Alderman Moriarty’s question about Holly Klump, she was appointed to fill Mo Arel’s seat for
the remainder of his term which ends March 31°. The communication before us was for her to be appointed
to the seven year seat.

President McCarthy

This is when the term would have expired so she’s being re-appointed for the subsequent term.

| would add my condolences to the Soucy family. | knew Dick for many years and his service to the
community will be greatly missed and we thank him for it.

| also want to thank the City Clerk on yesterday’s elections. We were not the lead story on the 11:00 p.m.
news so for that | thank you very much. Every four years in the spring we get to say welcome to New
Hampshire to all of the candidates for president and then on the first Wednesday after the first Monday in
November we get to say | hope you enjoyed New Hampshire — now go home.

Committee announcements:

Alderman Wilshire

We rescheduled the Human Affairs Committee to February 16" after the State-of-the-City here in the
Chamber. We have public hearings on Community Development Block Grant and Home Investment
Partnership Funds and a public hearing on the historical impact of the proposed demolition of 42 Chestnut
Street. It will probably be at about 7:30 p.m. or 7:40 p.m. here in the Aldermanic Chamber.

Alderman Dowd

There is a Budget Review Committee meeting on February 18" at 7:00 p.m. here in the Chamber.

UCC-1 FINANCING STATEMENTS

[To be prepared and filed by Lessor Counsel.]

LENDER CERTIFICATE

[See separate letter and form of Lender Certificate from Capital One Public Funding, LLC]

FORM W-9 FROM THE
CITY OF NASHUA, NEW HAMPSHIRE

[On file with Lessor. ]

A special meeting of the Board of Aldermen was held Monday, September 28, 2020, at 7:00 p.m. via
Zoom.

President Lori Wilshire presided; City Clerk Susan Lovering recorded.

Prayer was offered by City Clerk Susan Lovering; Alderman Linda Harriott-Gathright led in the Pledge to
the Flag.

President Wilshire

As President of the Board of Aldermen, | find that due to the State of Emergency declared by the
Governor as a result of the COVID-19 pandemic and in accordance with the Governors Emergency
Order #12 pursuant to Executive Order 2020-04, this public body is authorized to meet electronically.

Please note that there is no physical location to observe and listen contemporaneously to this meeting,
which was authorized pursuant to the Governor's Emergency Order. However, in accordance with the
Emergency Order, | am confirming that we are:

Providing public access to the meeting by telephone, with additional access possibilities by video or other
electronic means:

To access Zoom, please refer to the agenda or the City’s website for the meeting link.

To join by phone dial: 1-929-205-6099 - Meeting ID: 876 8012 6610- Passcode: 195026

We previously gave notice to the public of the necessary information for accessing the meeting through public
postings. Instructions have also been provided on the City of Nashua’s website at www.nashuanh.gov and
publicly noticed at City Hall, Nashua Public Library and the Nashua Telegraph.

If anybody has a problem accessing the meeting via phone or Channel 16, please call 603-821-2049 and
they will help you connect.

In the event the public is unable to access the meeting via the methods mentioned above, the meeting will be
adjourned and rescheduled. Please note that all votes that are taken during this meeting shall be done by
roll call vote.

Let’s start the meeting by taking a roll call attendance. When each member states their presence, please
also state whether there is anyone in the room with you during this meeting, which is required under
the Right-To-Know Law.

City Clerk Lovering called the roll and asked them to state the reason he or she could not attend, confirmed
that they could hear the proceedings, and stated who was present with him or her.

The roll call was taken with 15 members of the Board of Aldermen present: Alderman Michael B. O’Brien,
Sr., Alderman Patricia Klee, Alderwoman Shoshanna Kelly, Alderman Richard A. Dowd,

Alderman June M. Caron, Alderman Benjamin Clemons, Alderman Lopez, Alderman David C. Tencza,
Alderwoman Elizabeth Lu, Alderman Ernest Jette, Alderman Jan Schmidt, Alderman Brandon Michael
Laws, Alderman Skip Cleaver, Alderman Linda Harriott-Gathright, Alderman Wilshire.

Mayor James W. Donchess, Deputy Corporation Counsel Celia Leonard were also in attendance.

ROLL CALL

Special Board of Aldermen 09-28-2020 Page 2

Alderman O’Brien

| am present, | can hear the proceeding and | am alone.
Alderman Klee

| am here, | can hear the proceedings, | am alone in this room.
Alderwoman Kelly

I’m here, | can hear everyone and | am alone.

Alderman Dowd

Yes, | am here, | can hear everyone, | am in the room alone and practicing social distancing in accordance
with the Governor's Order.

Alderman Caron
Yes | am here, | am alone, and | can hear everyone.
Alderman Clemons

Yes | am here, | am alone. | am participating via telephone this evening because | am having trouble
connecting to the internet. Thank you.

Alderman Lopez

| am here, | am alone, | am practicing social distancing and | can see and hear everybody.
Alderman Tencza

| am present, | can hear everyone and | am alone.

Alderman Jette

| am here, | can hear everyone and | am staying safer at home with my wife.
Alderman Schmiat

| am here, | am alone and | can hear the proceedings.

Alderman Laws

| am here, | am alone, and | too can hear the proceedings.

Alderman Cleaver

I’m here, | am alone, | can hear the proceedings, thank you.

Alderman Harriott-Gathright

| am present, | am in this room alone and | am practicing social distancing and | can hear everyone.

Special Board of Aldermen 09-28-2020 Page 3

President Wilshire

| am here, | can hear everyone and | am social distancing, and | am home alone.
Susan Lovering, City Clerk

You have 14 in attendance, Madam President.

President Wilshire

Thank you, Madam Clerk. Also joining us this evening, | believe, is the Mayor. | don’t know if Corporation
Counsel is on.

Celia Leonard, Deputy Corporation Counsel
Deputy Corporation Counsel Celia Leonard is here.
President Wilshire

Thank you Celia. As is customary with these meetings, | will turn this Public Hearing over the Chair of the
Budget Review Committee, Alderman Dowd.

Chairman Dowd

Thank you. This evening we are going to be having Public Hearings on a Resolution and an Ordinance.
The first item is Resolution R-20-071, Authoring the Mayor and the City Treasurer to issue bonds not to
exceed the amount of $8 million dollars for two construction projects consisting of a publicly accessible
ground level parking garage $2,500,000.00 and additional funding for the proposed Performing Arts
Center, $5,500,000.00. | believe Mayor you were going to start us off?

PUBLIC HEARINGS

R-20-071 - 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)

TESTIMONY IN FAVOR

Mayor Donchess

Yes, thank you Mr. Chair; and | will be joined tonight by Tim Cummings, the Economic Development
Director as well as Debbie Novotny who is Chair of the Fundraising Committee for the Performing Arts
Center. | am speaking in favor of the Resolution because the Performing Arts Center is a project that will
benefit everyone, benefit all Nashuans. The reason for that is it will help us build a stronger economy, a
stronger tax base from which everyone will benefit. In addition, of course, for those who want to enjoy the
Performing Arts Center, it is a quality of life issue as well. Building a stronger tax base, a stronger
economy, we are going to help small businesses, which employ hundreds of people in our downtown area.

We are looking for additional money here because the project has changed since it was originally proposed
several years ago. It is 750 seats rather than the original 500. The reason for that is experts we have, the

Special Board of Aldermen 09-28-2020 Page 4

operator, Spectacle Management, who operates Performing Arts Centers throughout New England, has
indicated that they can operate this Performing Arts Center on a break-even basis with no subsidy if we
have 750 seats. Also it seemed to make much more sense to bring the Performing Arts Center to the
ground floor rather than on the second floor and have a balcony.

Now what the Performing Arts Center is already demonstrating is that it will help us build a stronger
economy and stronger tax base because it is going to attract private investment. As you stated at the
beginning Mr. Chair, one of the purposes of this bond issue is to build a private parking structure. That’s
ground level parking under what will be the School Street Housing. Now the School Street Housing will be
140 to 150 units of smaller apartments, a little more affordable for many single people or roommate
situations who want to live downtown. The tax revenue generated from the School Street Housing will pay,
not only for the parking structure underneath, but will also cover the cost of the additional bonding we are
seeking for the Performing Arts Center right here.

Tim Cummings is going to report to you how this is going to be arranged in terms of the Tax Increment
Financing District. But the point is that the Performing Arts Center is already helping us attract private
investment and build a stronger tax base because the developer of the School Street Housing, and his
name is Peter Flotz, has told us that the reason he is investing what will be tens of millions of dollars in the
downtown, is because of the Performing Arts Center. Without the Performing Arts Center this project
probably would not have occurred. And this is exactly what we have been talking about. When the City
invests in itself, in this case the Performing Arts Center, it will attract private investment in the downtown.
We know that the downtown is the principal area, one of the primary areas in the City where economic
growth, where a stronger economy can be based.

The Housing Project will pay for not only the 50-space private parking structure, our city parking structure,
but also provide enough funds in terms of its tax revenue to pay for this additional bond. One additional
benefit of the way that these projects are being designed and planned, looking to the future is that the
public parking garage underneath will give us the parking in the neighborhood we need for the small
businesses in the area who have expressed some concern about the loss of parking. As we go forward
with this plan, we will also be able to add many street level parking spaces and in the end suffer very small
loss in terms of overall parking.

So we are confident that the School Street Housing is just the first project that will be attracted into Nashua
as a result of the Performing Arts Center. It’s just the first tax money which will be coming as a result.
Other projects will follow. When we build this stronger tax base, what it means is additional tax revenue for
services that benefit everyone; schools, police, fire, in every neighborhood of our City.

So | think, Mr. Chair, that gives you an overview of the project and what we are going to discuss tonight.
And with that | will turn things over to Tim Cummings, who will discuss a few more of the details.

Chairman Dowd

Director Cummings?

Tim Cummings Director of Economic Development

Yes, thank you Mr. Mayor and thank you Chairman Dowd and through you to the Committee Members. |
am pleased to be here tonight to provide you an update with the Performing Arts Center project. | am
looking forward to tonight’s conversation because it’s been a long time coming. This has been a project we
have all been working on over the last few years and it’s been a combination of many efforts leading to this

evening. So thank you.

| think the first order of business, if | may Mr. Chair, is I’d like to share my screen and just do a quick status
update on where we are at with the project overall. And at a certain point I’d be looking to turn it over to, as

Special Board of Aldermen 09-28-2020 Page 5

the Mayor indicated, Deb Novotny, but before Deb Novotny, Rich Lannan, so Rich Lannan could say a few
words. So if | may, Mr. Chair.

Chairman Dowd

Sure, go ahead.

Director Cummings

So | just shared my screen and the first elements — | am going to keep my comments tonight very high
level. A lot of us here on this meeting have been intimately involved with this project. So a lot of what | am
doing tonight is | am just going to speak in very high level terms and obviously touch open what | think are
the important elements. But! am going to try very hard not to get into the weeds. Over the weekend, | was
given some great advice and counsel by a member of the Board of Aldermen who | won’t name, Brandon
Laws, who made it very clear that | know this project very well and | get, sometimes | get lost in the details.
And that’s the last thing | want to do in terms of confusing everyone. So! am going to keep my comments
at a very high level, but of course, happy to answer any questions.

So with that being said, the design is complete. We've had our architect working on this project for over a
year now. This summer we got to 100% construction documents and those documents have been
transferred to Harvey. Harvey not only is going to be developing cost estimates, but they’ve the sent the
project out to bid. The bids were due last week and they are formulating the plan to get to us in terms of
cost estimates. We are on track for the $15.8 million figure which we had been originally anticipating.

The total project cost is just under $25 million; that’s something we have discussed from time to time both
with status updates here to the Full Board of Aldermen and at the Steering Committee level in terms of the
differing elements we have incorporated into the design and how that has progressed the project into the
direction that we are now. Relative to program, not a lot has changed. We have secured Peter Lally who
is actually on the call this evening as our operator. We are under a Memorandum of Agreement. We are
going to need to switch that over to an Operator Services type contract. | have included Spectacle
Management's web site in this update for folks, at their leisure, to be able to go to and kind of see and get
familiar with them. But they are a very competent and credible operator. As the Mayor alluded to, have
operated venues across New England very successfully and more recently we sent around an Op Ed
author that was the Union Leader, | believe, or maybe the Nashua Telegraph, I’m not 100% sure. But
nonetheless it was a piece that outlined Spectacle Management's commitment to the project and how they
are working especially during these times of COVID-19 which | am proud to say they are very well
grounded and able to perform and they are doing well despite the challenges in front of them. And they
have a plan that will allow us to be successful as this project gets on-line.

So I’ve given you cost estimates, I’ve talked to you about design, I’ve talked to you about the program.
Probably the one most important thing you guys don’t want to hear about is fund raising. And what |
thought would be best on that, is | am going to hand it over to Rich Lannan to talk a little bit about the
efforts of the Capital Campaign Committee. Rich and Deb, after you say the update, if you could turn it
back over to me | would appreciate it. So Mr. Chair, if | may, I’d like to turn it over to Rich Lannan.

Chairman Dowd

Mr. Lannan?

Rich Lannan, Chairman of the Performing Arts Steering Committee

Yes, Good Evening everybody, thank you Chairman Dowd and Tim. As | think people know, | am the Chair

of the Steering Committee. Also, | am President of the Nashua Community Arts which is the 501(c) 3 non-
profit for the Capital Campaign and | am on the Capital Campaign Committee as well. | know there’s been

Special Board of Aldermen 09-28-2020 Page 6

a lot of interest, obviously, from Board of Aldermen and the public of where we are at with fundraising.
We've talked over and over again, over several months or years, the last year and a half about the 5 phase
that was necessary to be in.

We feel that it is very important now and | think we owe it to the Board of Aldermen and the public to
announce this evening where we are at and that number where the Capital Campaign Committee has
raised to date is $1,523,500.00. So that is where we are to date, that’s before even gong to the public
phase and a lot of other things. | would like to turn it over to Deb Novotny, as Chair of the Capital
Campaign Committee, to probably go into a few more details of where we are going from here, and any
other comments that she might have. But! am pleased to let everybody know what that amount is. So I’d
like to turn it over to Deb if | could.

Chairman Dowd
Yes, Deb?
(Technical Issues)

Deb Novotny

Hello? Sorry about that, can you hear me?
Chairman Dowd

Deb, if that’s you, yes we can hear you.

Ms. Novotny

This is me, sorry. Thank you, Chairman Dowd, | unmuted my phone, | didn’t realize | had to anything else.
My name is Debbie Novotny | live at 65 McKenna Drive in Nashua, New Hampshire. | am an employee at
Enterprise Bank. My expertise is in commercial lending and underwriting which includes a deep
understanding and skill in analyzing financial statements and forecasting business goals. My passion is in
helping small businesses succeed. We are excited about the progress of the fundraising, but | wanted to
first take a second to explain why | decided to join the Capital Campaign Committee. | first looked at the
project from the perspective of a Nashua resident that loves the arts and music and was really looking
forward to having the opportunity to attend the venue (inaudible) downtown. But at the same time, my
professional side also evaluated the project for what it really is; not an expense but an investment in the
economic growth of Nashua.

Not many residents know that where the Performing Arts Center will sit at 201 Main Street is a US Census
Tract deemed a qualified opportunity zone. It’s the single most low-income Census Tract in the State of
New Hampshire. That is why we are qualified for the Tax Credit Program. When the New Hampshire
CDFA granted us the $367,500.00 in CDFA Tax Credit, they stated, “The Performing Arts Center is one of
the driving forces behind New Hampshire Communhity’s strong resilient and vibrant places. This project
renovates a vacant building providing a strong economic benefit to the local community through downtown
redevelopment, access to arts and culture and job creation”, which goes along right with what Mayor
Donchess is saying.

Also, this project is slated to be completed in late 2021/early 2022 and the timing of this project is actually
perfect. It will provide construction jobs now and it is going to be ready for the pent-up demand from both
performers and audience that is projected by the Live Entertainment Industry for early 2022. | hope this
helps you understand why | and so many other people are both personally and professionally passionate
about bringing all of the benefits of the Performing Arts Center to Nashua. So what we are doing now is we
continue to follow up with a number of large donors who have expressed interest in supporting the project.