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Report of the Finance Committee Page 8
April 6, 2016

Mayor Donchess

Mr. Kooken will make a note of that and report to the committee.
Alderman O’Brien

| am not an expert in asphalt, however | do know the stuff that they do put down on the airport for the landing
strips is of a higher grade and quality than probably a street would normally have. We do live in a place where
the weather gets quite inclement and maybe doing some testing like this is very prudent to see if we can
increase the longevity of our roads. | definitely support. It seems to be a relatively conservative amount of
money to guarantee the amount of work that is being done. |’m comfortable with it.

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: 2016 Sewer Program (Value: $1,108,975)

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND, CONTINGENT UPON BOARD OF
ALDERMEN APPROVAL, AWARD THE CONTRACT TO PARK CONSTRUCTION CORPORATION IN THE
AMOUNT OF $1,108,975. SOURCE OF FUNDING IS DEPARTMENT 169 WASTEWATER; SEWER REHAB
AND STRUCTURES

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Headworks Upgrade (Value: $2,848,222)

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND CONTINGENT UPON BOARD OF
ALDERMEN APPROVAL, AWARD THE CONTRACT TO T. BUCK CONSTRUCTION IN THE AMOUNT OF
$2,848,222. FUNDS ARE AVAILABLE IN DEPARTMENT 169, WASTEWATER; HEADWORKS UPGRADE
STATE REVOLVING FUND LOAN

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Construction Phase Services for Headworks Upgrade Project (Value: Not To Exceed $323,300)

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND AWARD THE CONTRACT TO
WRIGHT PIERCE IN AN AMOUNT NOT-TO-EXCEED $323,300. SOURCE OF FUNDING IS DEPARTMENT
169, WASTEWATER; HEADWORKS UPGRADES- ENGINEERING SERVICES, STATE REVOLVING FUND
LOAN

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Change Order #1 for the Purchase of Polymer (Value: $130,000)

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND APPROVE CHANGE ORDER #1 TO
THE CONTRACT WITH POLYDYNE IN THE AMOUNT OF $130,000. FUNDS ARE AVAILABLE IN
DEPARTMENT 169, WASTEWATER; 61, SUPPLIES & MATERIALS

MOTION CARRIED

Report of the Finance Committee Page 9
April 6, 2016

From: Dan Kooken, Purchasing Manager
Re: Change Order #1 for Additional Work for Newton Drive Forcemain (Value: $5,400)

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND APPROVE CHANGE ORDER #1 TO
THE CONTRACT WITH CRISP CONTRACTING IN THE AMOUNT OF $5,400. SOURCE OF FUNDING IS
DEPARTMENT 169, WASTEWATER; 54, PROPERTY SERVICES

MOTION CARRIED

UNFINISHED BUSINESS — None

NEW BUSINESS — RESOLUTIONS

R-16-020
Endorser: Mayor Jim Donchess
AUTHORIZING AN AGREEMENT TO RESTRUCTURE THE DEBT OF CLOCKTOWER HOUSING
ASSOCIATES LIMITED PARTNERSHIP

MOTION BY ALDERMAN SIEGEL TO RECOMMEND FINAL PASSAGE
ON THE QUESTION
Attorney Andrew A. Prolman, Prunier & Prolman PA

| represent the Clocktower Housing Associates. We have an opportunity to help out Clocktower with some
financing and in doing so we hope to deliver a healthy check to the city for your cooperation. You may
remember that a couple of years back we, Clocktower and some lenders had an agreement in 2011 for
something very similar to what we are proposing tonight. Unfortunately, that deal never came to pass but we
are back and we have a bank out of Boston and Baltimore, M&T Realty Capital who is processing a Fanny
Mae loan. We have agreements with the lenders involved; the second lenders for a significant reduction in
payments and with the cooperation from the city with subordinating a certain loan there will hopefully be a
payment of no less than a half of million dollars to the city for the city’s cooperation. Currently on Clocktower
there are three mortgages securing a lot debt. The first mortgage is for a little over $4.5 million and it’s held by
a company called Walker & Dunlop. That mortgage is doing fine, it’s current and being paid and we have no
issues with it. The second mortgage is held by a company called Nashua Commercial Loan Holdings and we
have a problem on that mortgage; that’s for a little over $13 million. The third mortgage on the property is held
by the City of Nashua and the City of Nashua originally acted as a conduit for HUD. HUD gave the City of
Nashua $10.9 million to give to the Clocktower project to get it off the ground and to add equity to the project
and to secure 55 low income housing apartments in the project for as long as that loan is involved. Those low
income housing units are staying with this refinancing. The issue that we have is that the second mortgage
holder, the $13 million with Nashua Commercial Loan Holdings, they only acquired their interest in this project
last year. They made an investment, they are an investment company and they have no interest in low income
housing, they want a return on their investment so they have made demand upon Clocktower for the full
payment of the $13 million. We, Clocktower have said we don’t believe that you have the right to do that,
however rather than fight that out in court for a year, let us refinance if you will take a discounted number and
we will pay you off. They have agreed. There was a stand-by agreement that was part of the original package
that we gave to the city and that said if we can pay the second note holder, Nashua Commercial, $6 million
they will fully release their note. In exchange for a payment of $6 million we are going to be relieved of $7
million worth of obligations. | don’t think anyone would disagree that it’s a great asset for the downtown core.
We have a proposal for a $13.5 million new loan that will pay off the first, pay the $6 million to the second and
get rid of the second, pay the city pay reserves and closing costs and everything that goes along with a
sizeable transaction, pay the city at least $500,000 in exchange for your assistance with this transaction. The
assistance is two-fold. Number one is that the city would agree to subordinate its position to the new loan, to
get behind the new loan so you would be in second position behind a new loan of $13.5 million. Number two,

RATS /T Hayner/Swanson, Inc.

Civil Engineers/Land Surveyors

EXHIBIT A

February 24, 2022

Mr. Daniel Hudson, P.E.
City Engineer

9 Riverside Street
Nashua, NH 03062

Dear Mr. Hudson:

Hayner/Swanson, Inc. (HSI) is pleased to submit this proposal to provide professional services in
support of the City of Nashua’s paving program. Consistent with the services we have provided
in earlier contracts, this work will be performed as an extension of the City Engineering
Department.

We note that the term of our most recent contract was established to run through December 31,
2021. We have been able to continue work beyond this date with a 2021 budget surplus. In this
proposal for the 2022 program, we have incorporated a credit for the remaining unused funds
from the 2021 budget.

The term of this proposed contract will run through December 31, 2022. It is anticipated that the
extent to which support will be needed for the 2023 program will be assessed in Fall 2022.

In this highly integrated effort, coordination and construction administration will be staffed by
both City staff and HSI personnel.

We understand that the services to be provided on the paving program will be varied and will
include management, administration and construction observation. At times, we will be directly
responsible for tasks. At other times, we will work in direct support of City staff. Our
commitment to flexibility and to consistent and clear communication with the City will continue
to be a key element in this program.

We understand that our responsibilities may be adjusted by the City based upon the specific
needs and workload of the City staff. We anticipate that tasks which we may be called upon to
undertake include:

e Overall coordination related to programming and scheduling project work
e Coordination with Stantec as they work to update their pavement condition database
e Coordination with privately owned utilities in advance of and during construction

3 Congress St. Nashua, NH 03062 - (603) 883-2057 Page 2 of 5
131 Middlesex Turnpike, Burlington, MA 01803 - (781) 203-1501
www.hayner-swanson.com

Report of the Finance Committee Page 10
April 6, 2016

we are extending the term of the note. The key is the subordination to the new loan. That’s what we are trying
to do with all of the lenders. We have an agreement with the second note holder that we have to deliver by
June 30" for this entire transaction and we expect to do that. There is a lot of due diligence and work to be
done to get from tonight to closing but we are on track and we hope to deliver. So what we are asking from the
city is your cooperation with respect to the subordination. There are a series of agreements that we worked
with Attorney Bolton’s office and | would be happy to answer any questions.

Mayor Donchess

So when will the closing take place and when will the city receive the $500,000 to $600,000?

Attorney Prolman

Our goal is to deliver to everyone, to close, be on record and funded by June 30" of this year.
Alderman Clemons

How did that Nashua Holdings Company become involved? Did they acquire a mortgage that you already
had?

Attorney Prolman

They acquired the second position mortgage from a company called Pami Mid-Atlantic. Pami Mid-Atlantic
acquired their interest from HUD which had to insure the property above and beyond the first mortgage
because when Clocktower first opened, after a $30 million dollar investment Clocktower opened in 1991 which
was during a down swing in our economy. The rental income could not support all of the debt so right off the
bat Clocktower got in trouble and had to call upon some HUD insurance. HUD stepped in and takes a position
and then sells their position, that second position to Pami Mid-Atlantic which was an entity owned by the
Lehman Brothers Banking Company and then last year; because of the Leman Brothers bankruptcy they
ultimately sold off that second positon to this company, the Nashua Commercial Loan Holdings. They made
an investment and | have no beef with what they are doing. They want a return on their investment. The
problem is that if they are successful then they wipe out the land/use agreements, the low income housing and
you don’t necessarily have a friendly Clocktower Place anymore.

Alderman Clemons

So this truly is savings of $7 million right from the get go, it’s wiping out what we owed from basically the get
go?

Attorney Prolman

It truly is a savings of the $7 million because we don’t contest that the principal and interest on the second
position is $13 million plus. We agree with that number. For other reasons we don’t agree that Nashua
Commercial Loan Holdings has the right to act upon that. If they take this $6 million and release their position
it really is a huge savings to Clocktower.

Alderman Cookson
Is it more of a cost avoidance than anything else because didn’t you indicate that we are going to get another

$13.5 million loan which is what Nashua Holdings currently has? You are releasing Nashua Holdings and we
are getting a $13.5 million loan. We are then going to pay Nashua Holdings $6 million? Is that correct?

Report of the Finance Committee Page 11
April 6, 2016

Attorney Prolman

That’s correct; Alderman, but you are forgetting the first position. The first mortgage that’s there today is a little
over $4.5 million. So you take $4.5 million plus the $13.5 million which is approaching $18 million. So, $18
million of debt in front of Nashua right now is reduced down to $13 million. The new loan would be $13.5
million. Does that answer that?

Alderman Cookson

Yes.

Alderman Siegel

First of all, I’d like to thank the Mayor’s staff for answering a lot of questions and for Attorney Prolman with
whom | spoke to today. | want to make it clear that the city isn’t giving a loan if 1% over 30 years. If you read
the legislation you would think that this is financial insanity but in fact the city is merely serving as a vessel to
have HUD money shuttled over. Really this is a convenience and frankly it’s a windfall for the city because
anything we get out of this is gravy because we really did nothing except to serve as a paper work entity.
There’s no really good reason not to approve this loan or this legislation that would enable the loan.

Alderman Wilshire

If we did nothing and | am hoping we don’t because | think it’s a good deal, what would be lost in terms of low
income affordable housing units?

Attorney Prolman

Fifty five units. The original agreement between the city, HUD and Clocktower required in exchange for the
HUD grant, 30% of the Clocktower units would be dedicated for low income housing.

Alderman Siegel

Whatever your feelings are about those housing units and | think we don’t want to see them lost, the other part
of it that is very important is that there’s a half of million dollars minimum on the table for the city as a windfall.
We don’t want to lose that either. | would urge us to approve this.

Alderman Cookson

Again on the timing, if everything happens before June 30" and we are able to accept this money and it goes
into the general fund, which fiscal year would it be allocated to?

Mayor Donchess

If we receive the money if FY ’16 then it is in the FY *16 income within the FY °16 year, is that correct Treasurer
Fredette?

Mr. Fredette
Yes.
Alderman Cookson

Even if it’s on the last day of June?

Report of the Finance Committee Page 12
April 6, 2016

Mr. Fredette

Yes.

MOTION CARRIED

NEW BUSINESS — ORDINANCES — None

DISCUSSION — None

RECORD OF EXPENDITURES

MOTION BY ALDERMAN SIEGEL THAT THE FINANCE COMMITTEE HAS COMPLIED WITH THE CITY
CHARTER AND ORDINANCES PERTAINING TO THE RECORD OF EXPENDITURES FOR THE PERIOD
TO MARCH 11, 2016, TO MARCH 31, 2016

MOTION CARRIED

PUBLIC COMMENT - None

NON-PUBLIC SESSION

MOTION BY ALDERMAN CLEMONS THAT THE FINANCE COMMITTEE GO INTO NON-PUBLIC SESSION
BY ROLL CALL PURSUANT TO RSA 91-A:3,II(A) REGARDING THE DISMISSAL, PROMOTION OR
COMPENSATION OF A PUBLIC EMPLOYEE

SECONDED BY ALDERMAN WILSHIRE
A Viva Voce Roll Call was taken, which resulted as follows:

Yea: Mayor Donchess, Alderman Wilshire, Alderman O’Brien, 6
Alderman Clemons, Alderman Caron, Alderman Siegel

Nay: Alderman Cookson 1

MOTION CARRIED
The finance committee went into non-public session at 7:46 p.m.

MOTION BY ALDERMAN SIEGEL TO COME OUT OF THE NON-PUBLIC SESSION AND RETURN TO THE
FINANCE COMMITTEE MEETING
MOTION CARRIED

MOTION BY ALDERMAN SIEGEL THAT THE FINANCE COMMITTEE SEAL THE MINUTES OF THE NON-
PUBLIC SESSION BY ROLL CALL UNTIL SUCH TIME AS THE MAJORITY OF THE COMMITTEE VOTES
THAT THE PURPOSE OF THE CONFIDENTIALITY WOULD NO LONGER BE SERVED

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

Yea: Mayor Donchess, Alderman Cookson, Alderman Wilshire, 7
Alderman O’Brien, Alderman Clemons, Alderman Caron,
Alderman Siegel

Nay: 0

MOTION CARRIED

Report of the Finance Committee Page 13
April 6, 2016

ADJOURNMENT

MOTION BY ALDERMAN WILSHIRE TO ADJOURN
MOTION CARRIED

The Finance Committee meeting was adjourned at 8:11 p.m.

Alderman Ken Siegel
Committee Clerk

7:00 PM

FINANCE COMMITTEE
APRIL 6, 2016

Aldermanic Chamber

ROLL CALL

PUBLIC COMMENT

COMMUNICATIONS

From:
Re:

From:
Re:

From:
Re:

From:
Re:

From:
Re:

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Dan Kooken, Purchasing Manager

Contract Award for Auditing Services - FY2017 (Value: $116,500); Department: 126 Financial
Services; Fund: General Fund Operating Budget; Accounting Classification 53 Professional and
Technical Services ($87,375); Department: 168 Solid Waste; Fund: Solid Waste; Accounting
Classification 53 Professional and Technical Services ($11,650); Department: 169 Waste Water;
Fund: Waste Water; Accounting Classification 53 Professional and Technical Services ($17,050)

Dan Kooken, Purchasing Manager

Contract Award for Aquatic Herbicide Treatment for Mine Falls Park Mill Pond and Canal
(Value: $21,345); Department: 177 Parks and Recreation; Fund: Trust Mine Falls ETF Account
Classification: 55 Other Services

Dan Kooken, Purchasing Manager

Purchase of Playground Structures for Labine Park (Value: $62,485); Department: 184 Urban
Programs; Fund: Grant Activities: CDBG FY15 & 16 ($50,952); Department: 177 Parks and
Recreation; Fund: Prior Year Escrows Labine Park; Account Classification: 71 Structures ($11,533)

Dan Kooken, Purchasing Manager

Amherst Street Improvements — Charron Avenue to Diesel Road (Value: $1,537,096)
Department: 160 Admin/Engineering; Fund: Bond & Contributions Activity: Amherst Street
Road & Traffic Improvements ($1,392,477) Department: 160 Admin/Engineering; Fund: Trust
Account Category: 61 Supplies & Materials ($69,619); Department: 161 Street; Fund: General
Activity: Paving ($75,000)

Dan Kooken, Purchasing Manager

Construction Phase Engineering Services for Amherst Street Improvements (Value: $77,865)
Department: 160 Admin/Engineering; Fund: Bond & Contributions Activity: Amherst Street
Road & Traffic Improvements

Dan Kooken, Purchasing Manager
FY16 Asphalt Testing (Value: $23,600); Department: 161 Street; Fund: General; Activity: Paving
Department: 161 Street; Fund: Trust; Account Category; 54 Property Services

Dan Kooken, Purchasing Manager
2016 Sewer Program (Value: $1,108,975); Department: 169 Wastewater; Fund: Wastewater
Activity: Sewer Rehab; Department: 169 Wastewater; Fund: Wastewater; Activity: Sewer Structures

Dan Kooken, Purchasing Manager
Headworks Upgrade (Value: $2,848,222); Department: 169 Wastewater; Fund: SRF Loan
Activity: Headworks Upgrade

Dan Kooken, Purchasing Manager

Construction Phase Services for Headworks Upgrade Project (Value: Not To Exceed $323,300)
Department: 169 Wastewater; Fund: SRF Loan; Activity: Headworks Upgrades — Engineering
Services

From: Dan Kooken, Purchasing Manager
Re: Change Order #1 for the Purchase of Polymer (Value: $130,000); Department: 169 Wastewater;
Fund: Wastewater; Account Classification: 61 Supplies & Materials

From: Dan Kooken, Purchasing Manager

Re: Change Order #1 for Additional Work for Newton Drive Forcemain (Value: $5,400); Department: 169
Wastewater; Fund: Wastewater; Account Classification: 54 Property Services

UNFINISHED BUSINESS — None

NEW BUSINESS — RESOLUTIONS

R-16-020
Endorser: Mayor Jim Donchess
AUTHORIZING AN AGREEMENT TO RESTRUCTURE THE DEBT OF CLOCKTOWER HOUSING
ASSOCIATES LIMITED PARTNERSHIP

NEW BUSINESS — ORDINANCES — None

DISCUSSION

RECORD OF EXPENDITURES

PUBLIC COMMENT

NON-PUBLIC SESSION

ADJOURNMENT

i) THE CITY OF NASHUA "The Cate City’

Financial Services

Purchasing Department

ea Co ROE A A YS I re aces we ty Nt ees

March 31, 2016
Memo #16-120

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT AWARD FOR AUDITING SERVICES — FY2017 (VALUE: $116,500)
DEPARTMENT: 126 FINANCIAL SERVICES; FUND: GENERAL FUND OPERATING
BUDGET: ACCOUNTING CLASSIFICATION 53 PROFESSIONAL AND TECHNICAL
SERVICES ($87,375)
DEPARTMENT: 168 SOLID WASTE; FUND: SOLID WASTE; ACCOUNTING
CLASSIFICATION 53 PROFESSIONAL AND TECHNICAL SERVICES ($11,650)
DEPARTMENT: 169 WASTE WATER; FUND: WASTE WATER; ACCOUNTING
CLASSIFICATION 53 PROFESSIONAL AND TECHNICAL SERVICES ($17,050)

The Financial Services Division is seeking approval to extend the existing contract with Melanson Heath
& Company for services to audit the City’s general-purpose financial statements and schedules. Attached
to this communication is a memo from CFO John Griffin and Accounting Manager Rosemarie Evans
supporting the proposal to extend the contract.

We are seeking your approval to extend the contract for one year (FY16) with an option to renew for an
additional year (FY17) pursuant to NRO § 5-84 (A) (7),"Purchases under extensions of contracts when no
price increase exceeds 10% per year’.

The award is contingent pursuant to NRO § 5-74 (B) which states that a contract that extends from the
current fiscal year into succeeding fiscal year(s) in which no funds have been appropriated nor otherwise
designated for this purpose shall be approved by the full Board of Aldermen before the contract shall
become binding on the City.

The Financial Services Division, Chief Financial Officer, and this Purchasing Department recommend
extending the contract in the amount of $116,500 with Melanson Heath & Company of Nashua, NH.

Respectfully,

Dan Kooken
Purchasing Manager

Cc: J. Griffin R. Evans D. Fredette

229 Main Street » Nashua, New Hampshire 03061 * Phone (603) 589-3330 « Fax (603) 589-3344