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Board of Aldermen 02-23-2021 Page 8

Unidentified Speaker
What’s that?

President Wilshire

Do you want to address the Board.

Unidentified Speaker

Yeah | need to answer.

President Wilshire

| don’t have a question.

Unidentified Speaker

The question is which (inaudible) which months they move the people live in housing?
President Wilshire

This is not a question and answer and | don’t really understand your question.

Background interference continues

Unidentified Speaker

The question you need to move the people lived in the housing and move another house which months you
need to remove it?

President Wilshire

| don’t have that information, sir.

Unidentified Speaker

OK thanks.

President Wilshire

Anyone else wish to address the Board? Ok | am not seeing anyone.

Background interference continues

COMMUNICATIONS REQUIRING FINAL APPROVAL

From: Mayor Jim Donchess
Re: Multi-Year Contract Award — Internet Security Training

MOTION BY ALDERMAN LAWS TO ACCEPT, PLACE ON FILE, AND APPROVE THE 3- YEAR RENEWAL
OF KNOWBE4 SECURITY AWARENESS TRAINING SUBSCRIPTION TO KNOWBE4 IN THE AMOUNT OF
$19,388.16. FUNDING WILL BE THROUGH DEPARTMENT 122 INFORMATION TECHNOLOGY;
ACCOUNT 54407 SOFTWARE MAINTENANCE, BY ROLL CALL.

Board of Aldermen 02-23-2021 Page 9

A viva voce roll call was taken which resulted as follows:
Yea: Alderman O’Brien, Alderman Klee, Alderman Dowd,
Alderman Caron, Alderman Clemons, Alderman Lopez, Alderman Tencza,
Alderwoman Lu, Alderman Jette, Alderman Schmidt, Alderman Laws,
Alderman Cleaver, Alderwoman Harriott-Gathright, Alderman Wilshire 14
Nay: 0
MOTION CARRIED

From: Mayor Jim Donchess
Re: FY22 Contract Award Funding — Infor Smart Office Software Maintenance

MOTION BY ALDERWOMAN LU TO ACCEPT, PLACE ON FILE, AND APPROVE THE ANNUAL
SOFTWARE ASSURANCE RENEWAL TO INFOR SMART OFFICE IN THE AMOUNT OF $274,847.69.
FUNDING WILL BE THROUGH DEPARTMENT 122 INFORMATION TECHNOLOGY; ACCOUNT 54407
SOFTWARE MAINTENANCE, BY ROLL CALL.
A viva voce roll call was taken which resulted as follows:
Yea: Alderman O’Brien, Alderman Klee, Alderman Dowd,
Alderman Caron, Alderman Clemons, Alderman Lopez, Alderman Tencza,
Alderwoman Lu, Alderman Jette, Alderman Schmidt, Alderman Laws,
Alderman Cleaver, Alderwoman Harriott-Gathright, Alderman Wilshire 14
Nay: 0
MOTION CARRIED
PETITIONS - None
NOMINATIONS, APPOINTMENTS AND ELECTIONS - None

REPORTS OF COMMITTEE

Human Affairs Committee. ............ cece cece cece eceeeeeeeeeeeeeeeeeeeeeneenaeeeenteenars 02/08/2021

There being no objection, President Wilshire declared the report of the February 8, 2021 Human Affairs
Committee accepted and placed on file.

Budget Review Committee............. ier nre ied 02/10/2021

There being no objection, President Wilshire declared the report of the February 10, 2021 Budget Review
Committee accepted and placed on file.

Substandard Living Conditions Special Committee...............:e cece eee ees 02/11/2021

There being no objection, President Wilshire declared the report of the February 11, 2021 Substandard Living
Conditions Special Committee accepted and placed on file.

Board of Aldermen 02-23-2021 Page 10

Finance Committee.......... ccc. cece ceececeeeeeeeeeeeeeeeeeenneetnneeesaeetnneetennnernnees 02/17/2021

There being no objection, President Wilshire declared the report of the February 17, 2021 Finance Committee
accepted and placed or file.

CONFIRMATION OF BOARD OF ALDERMEN'S APPOINTMENTS - None

UNFINISHED BUSINESS — RESOLUTIONS

R-20-028, Amended
Endorsers: Mayor Jim Donchess
Alderman-at-large Michael B. O’Brien, Sr.
Alderman-at-large David C. Tencza
Alderman Richard A. Dowd
Alderman Linda Harriott-Gathright
Alderman Patricia Klee
AUTHORIZING THE CITY OF NASHUA TO ENTER INTO A MASTER DEVELOPMENT AGREEMENT
WITH LANSING MELBOURNE GROUP, LLC.
Given its second reading;

Alderman Dowd

Before | make the motion, I’d like to question Attorney Bolton. It says “replace with a Goldenrod copy”. It is my
understanding from Director Cummings that the contract was modified and amended and it doesn’t require a
Goldenrod copy? Is that your understanding.

Steve Bolton, Corporation Counsel

Well a Goldenrod Copy is never required, but if this Board wants to make an amendment, you are going to
have to describe it sufficiently so that the minutes reflect what the amendment is.

Alderman Dowd
| can address the amendment.

MOTION BY ALDERMAN DOWD TO AMEND R-20-028 BY REPLACING IT WITH THE GOLDENROD
COPY OF AMENDMENTS MADE AT THE BUDGET REVIEW COMMITTEE, BY ROLL CALL

ON THE QUESTION

President Wilshire

You've heard the motion, the motion is to amend. Discussion on that motion?
Alderman Dowd

And I'd like to talk to it.

President Wilshire

Alderman Dowd?

Board of Aldermen 02-23-2021 Page 11

Alderman Dowd

So | am going to be paraphrasing from the minutes of the Budget Committee Meeting. It says, so the
fundamentals of the deal have not changed except where we have changed it from being a fee interest to a
lease but otherwise still pretty much the same. It’s a 99 year lease at $900,000.00 lease rate, 144 apartments
so slightly down from the original figure they were looking at. The City would still transfer $100,000.00 to offset
some infrastructure costs, street scaping particularly on School Street where we would be looking to add some
parking space, 20 to 30 parking spaces in and around the street.

The parking itself will utilize the High Street Garage up to 150 parking spaces would be set aside and available
for rent. The first ten years would be $50.00 per space. This would be about a $90,000.00 a year if all spaces
were utilized. The original develooment agreement contemplated closing or execution sometime in May. We
pushed it out to the end of June, June 30" because of the lag getting this agreement in order. It does allow for
the TIF to create the public parking on the first floor as contemplated for $2.5 million. It caps it so the City’s
obligation would stay at just the $2.5 million and the developer would draw down upon any money through
certain intervals as construction proceeds. Going on it says, otherwise the agreement stays pretty much the
same. So that, in essence, is the changes from the original agreement that it was some wording changes to
the original agreement but basically the agreement is the same as it was when it was acted on before.

President Wilshire
The motion is to amend. Further discussion on that motion? Alderman Jette?
Alderman Jette

Thank you Madam Chairman. Part of this amendment is the provision that we are going to pay the builder
$2.5 million dollars in exchange for his providing a parking garage at the ground level of the building. And |
brought this up at the Budget Review Committee Meeting. The agreement that was presented to us does not
specify what the parking is going to be. It doesn’t say how many spaces are going to be in the parking garage.
It really doesn’t describe the parking garage, it does make reference to plans but they are not attached and
during the Budget Review Committee Meeting the Developer said that the plans were being worked on but
they weren't ready yet; but he thought that they would be ready soon.

| have trouble agreeing to vote for something where the specifics are not included. We are agreeing to pay
$2.5 million dollars that’s clear. But it is not clear what we are getting for the $2.5 million dollars as far as this
parking facility is concerned. The agreement makes reference to other attachments which also are not
included. This new concept is that we are not going to be selling this property we are going to be leasing it;
essentially we are going to be leasing the air rights. So the City continues to own the land but we are leasing
the right to build above that land to the Developer. But that air rights lease is not included. So | think there are
some loose ends here and for that reason | don’t want to cut off any discussion, but at some point, | will
reserve this until everyone has had a chance to speak but | guess at some point | would like to move that it be
referred back to the Committee so that these details can be worked out and provided so that when we adopt
this we know exactly what we are getting into.

| am not trying to stop this project, we voted to go ahead with this concept but | just cannot vote for a purchase
and sale agreement or a lease agreement without having the basic elements included. It just doesn’t seem
that we would be fulfilling our obligation to the taxpayers to go into this without knowing what all the details are.
So thank you.

President Wilshire

Alderwoman Lu?

Board of Aldermen 02-23-2021 Page 12

Alderwoman Lu

Thank you Madam Chairman. Just had a couple of questions, this Legislation kind of came up a little quickly;
it's been on the table since April. | missed a Budget meeting and realized this week that it was going to be
heard again. So | tried to reach out to as many people as | need to speak with and | apologize because |
spoke Mr. Cummings today and | didn’t think of a couple of things. | wonder will the payment in lieu be
available for the School Street Parking Lot Bond Service. First question. | imagine | would ask Attorney
Bolton, Corporation Counsel, I’m unclear.

President Wilshire

Attorney Bolton did you want to respond to that?

Attorney Bolton

I’m not certain what you are speaking of talking about a “payment in lieu”. Is there something in the proposed
amendment that discusses a pilot agreement or payment in lieu of taxes?

Alderwoman Lu

You know what, excuse me, | think | misspoke, it’s in lieu, it's a payment of $150,000.00 and then $300,000.00,
$300,000.00, $300,000.00, $300,000.00, $300,000.00, in lieu of having a right to park they are paying us
because they can’t park underneath? That’s the way it reads in the agreement.

Attorney Bolton

lf they are paying money into the City, it is available to the City, assuming it is appropriated appropriately by
the Board of Aldermen it is available to the City to pay the City’s obligations. Earlier today, Alderman Jette
called me with his concerns about the lack of a more detailed description of the parking garage. And in an
effort to better familiarize myself, | read the agreement that was originally proposed and was attached originally
to the Resolution. As described in that agreement, as said earlier, the contemplation was a purchase. In any
event, prior to the closing of that purchase, the development plan which would have included the plans for the
parking garage had to be approved by the City. And if those provisions have survived the proposed
amendment then | think the concerns may be premature because if the City and when this agreement talks
about the “City” it is talking about the City acting through the Board of Aldermen and the Mayor. And, again,
unless that’s been amended out, that’s contained in Section 1.1 of the document.

So prior to any closing the development plan has to be approved by the Board of Aldermen and the Mayor. So
to the extent you want to be sure what you are getting, that should satisfy that concern. There was another
question Alderman Lu that | received in an email from you early this evening concerning payment of taxes on
the property. The general rule is the City does not pay taxes to itself. So City-owned property does not
generally have taxes paid. The exception to that is if City property is leased and used by a third party which is
subject to taxation, in other words, some entity that is not entitled to a charitable, religious or educational
exemption that user the lessee of publicly owned property is obligated to pay taxes. Now there are exceptions
to that and there are possibilities of payments in lieu of taxes. | don’t know if any of that is dealt with in the
proposed amendment.

President Wilshire
You’re all set Alderman Lu?
Alderwoman Lu

No | had a couple of other questions.

Board of Aldermen 02-23-2021 Page 13

President Wilshire
OK.
Alderwoman Wilshire

Thank you. So | will skip to — well regarding my question, the terms of the agreement are that this in lieu
payment, there will be six of them in years, | don’t know 4, 3 through 7, whatever, 3 through 9, the terms are
that they will be set aside for use to guarantee parking. So that’s why | wanted an understanding, does that
mean these are not available unless we are going to repair a parking garage or build a new parking garage?
Or does that mean we can use that to service the bond that we have committed to this project? And that
wording is on Page, perhaps Director Cummings is more familiar with it, | mean I'd be happy to have him
address this if you'd like. | think it is page 11.

Drew Melville, Counsel for the Developer Can you hear me? Hello? My name is Drew Melville | am counsel for
the developer. If anyone can’t hear me just let me know but | am talking into my mic at the home studio. | just
want to point out that is on Page 11 and it is in the new version of the MBA that we were circulating. The
payment in lieu parking requirements that you are addressing is Section 4.7.

Alderwoman Lu

Thank you, | found it.

Attorney Melville And also just to address the earlier comments from Alderman Jette, we had circulated the air
right’s lease a while back. We also this week, Peter the Developer, my client for L&G, he had gotten plans
showing the 49 space parking garage and we had circulated those to Tim Cummings. So | don’t know, they’d
probably be on there now but | am happy to circulate anything to anyone who needs as well. And I'll write my
email address in that chat, so you know who to reach out because | have all these documents and updated
stuff.

Alderwoman Lu

May | continue?

President Wilshire

You may. | thought perhaps Mr. Melville was going to answer my question whether, you Know what the
restrictions were on that, whether it would be available for bond service.

Attorney Bolton
| can answer.
Alderwoman Lu
Alright.

Attorney Bolton

If it’s required to be held in escrow for another purpose it will not be available for that purpose.

Board of Aldermen 02-23-2021 Page 14

Alderwoman Lu

Thank you. | just wasn’t sure if that would qualify as parking. My understanding of the RSA that applies to the
real estate taxes is that lease has to specifically name the lessee as the party responsible for the real estate
taxes. Unfortunately | wasn’t able to view the lease and | felt due diligence to ask is that going to be included
in the lease because my understanding that if it’s not it becomes murky.

Attorney Melville Yes | believe the tenant has to pay the taxes and I'll take a look too Alderman Lu, I'll take a
note of that to answer your question.

Alderwoman Lu

Unfortunately | have to vote on this tonight. | am not sure where Director Cummings decided to send that
lease but | certainly haven’t seen it and | have asked, | think, half the Board if they had seen it. OK | just have
a couple of other points. So | understood that we had an amended piece of Legislation but what | didn’t realize
is that the redlining would not show on the Resolution face page. | didn’t see until tonight because at the
Budget Committee meeting it wasn’t discussed, | wasn’t there, but | did read the minutes that there’s a new
further resolve that we are escrowing $40,000.00 from one fund and $60,000.00 from another. And just for a
point | think that if we have a redlined contract that the golden rod copy if there are changes, maybe there
ought to be some way for us to identify them as well. Because | was looking for red ink. And my last comment
is that, my understanding, | mean it seems as though, now Mr. Melville said 49 spaces and someone else said
30 spaces and it didn’t seem clear at the last Budget Meeting how many spaces would be in that parking lot. Is
there anyone that can give me an answer to that? If not | will just finish my point.

President Wilshire
Mr. Melville, you’re on mute.

Attorney Melville | apologize. I'll just answer that | am looking at the plans that | had from Peter from earlier
that said 49 spaces. | am looking at the actual plans.

Alderwoman Lu

| figured with 30 spaces it’s about $83,000.00 per space. It’s way out of what the going rate for parking
spaces. So that is a concern of mine that — my understanding is that like $20,000.00 to $25,000.00 per space
is a round ballpark figure but we are paying a lot more, maybe twice as much. Thank you. | also think it would
be prudent to defer this until we get answers to the information that we are asking. I’m all set, thank you.

President Wilshire
Alderman Dowd?
Alderman Dowd

Yes just a couple of things. This is entering into a Master Development Agreement, it does not finalize any
construction plans whatsoever. It allows the City to make a commitment to the developer that we are allowing
him to build this apartment building with the parking spaces underneath and it gives him some level of comfort
in going out and spending a lot of money doing the drawings for the plan. | am sure that the final plans will
come back, if through no other body to the Planning Board, and | am not sure about the parking space cost. If
you are talking about an outdoor parking space, that’s X but if you are making a parking space that has walls
on three sides of it and is an underground garage, | am sure the costs are much more especially with the other
things that you have to put into the garage that you wouldn’t have for an outdoor lot.

Board of Aldermen 02-23-2021 Page 15

Also, when we enter into a construction agreement on Schools, we enter into an agreement to select an
architect and a construction manager. When this agreement is put in place it allows the developer to finalize
things with the architect and the construction company that is going to build a building. Anything to do with
how the building is built including the parking garage will have to go through all of the City planning that normal
projects go through and all the constraints including inspections and everything else. So they will develop the
amount of parking spaces they can; right now they have plans for 49. If the Planning Board says, we don't like
this design then it’s going to be like 44 that’s beyond our control.

This agreement is allowing a good faith agreement with the developer to spend additional monies to move forth
with this project. The City will have many other checks and balances in the final design. The things that are
being questioned right now, | don’t feel are things that impact the Master Development Plan. Some of the
amendments will be added to. You know, when we build a school, we enter into an agreement with an
architect and a construction manager but we have initial drawings, we have design drawings, we have
construction drawings; there are three sets of drawings and they are very expensive. On School they are
probably about 6 to 8 inches thick and they are very, very expensive. | think this is just the City entering into a
good faith agreement, correct me if I’m wrong Attorney Bolton, with the developer to give them the
understanding that the City is willing to work with them to develop this project. Thank you.

Attorney Bolton

| think it’s correct to say that it locks up this space and the developer can be assured that if he goes and
spends money to get necessary approvals, building permits, Planning Board site plan approval, etc., we are
not going to pull it away from him and make a different deal with a another developer after the major
investment has been made. So | think it gives this developer that degree of assurance.

President Wilshire

Alderman Lopez?

Alderman Lopez

Thank you. First | just want to address some use of terminology for the public more than anything else. When
Alderman Lu is referring to “redlining” she’s referring to the red colored font when we edit documents and we
are looking at them digitally it's a Word document so you know when you make a change it is colored red. So
redlining has a particularly unfortunate connotation for poorer neighborhoods, not allowing them to get loans.
So | just wanted to clarify for anybody listening that there’s no redlining involved in this. She was referring to
corrections and changes and it is just as much jargon as using “golden rod” when it’s all digital and it is not
even exactly golden. So | just wanted to get that out of the way.

| do understand what Alderman Dowd is saying in terms of this being a Master Developer Agreement and not
needing all the details necessarily to enter into that agreement. And | do want to clarify that | think the
Developer has done his due diligence and has certainly provided things that we need like the lease and the
parking lot. But | think it’s important for us to consider those aspects of it because | am very mindful of other
large scale development projects which we have started on, we’ve committed on and then we found ourselves
pretty ensnared as the developer ended up changing things. | am thinking of the Riverfront Landing Projects
where things changed one step after another after the City had already agreed to it.

So while | don’t fault the developer at all, | think they've done what they are supposed to do, if we are not even
communicating plans and leases to ourselves | am a little concerned. | know that Attorney Bolton did some
review and only had limited time to do that review, but | would feel more comfortable with him being able to
confidently say 100% everything we need is in the lease, this is where it is, | Know where it is. | think it is
putting him on the spot to ask him to do that if we haven't really had a chance to all review it ourselves. So |
am more inclined | think at this point to support Alderman Jette’s request that we return it to the Committee,
unless there’s a reason, unless there’s a time commitment or there’s a countdown or something.

Finance Committee — 01/19/2022 Page 17

Nick Miseirvitch, ClO, Information Technology

We lose all of our testing environments which are not needed during a disaster recovery situation. That is the primary
difference.

Alderman Gouveia

Thank you.

Alderman Klee

Again, Mr. Miseirvitch, just also for clarification on that, the reason you need less servers in a recovery system is because
they’re just holding data and they're not actually doing any of the work. It’s not people trying to go back and forth and get
information and so on. You don't need to have a lot of empty space for that. Is that correct? I’m just asking this so that
people understand why we have ten and only five in a backup.

Nick Miseirvitch, ClO, Information Technology

Yeah no, that’s not the case. The reason why we have a reduced number is because we would be using at a reduced
capacity. So like | mentioned, we wouldn't have any of the test servers at the DR site. Any testing would be on hold until
we got back to normal operations. The disaster recovery site is just what we need to get by for city business. Instead of
having a cluster of servers doing one thing, we’d be down to one server for that particular application.

Alderman Klee

Thank you.

Alderman Cathey

Thank you Mr. Mayor. You mentioned the timeframe in a matter of weeks. Do you have an estimation for the actual time
it would take or the completion date?

Nick Miseirvitch, ClO, Information Technology

| don’t have an exact date because we aren't even receiving these until the May timeframe. That’s how far out they are
due to the current state of shipping. | started with the servers because they are the furthest delay and then | will be
coming back to this Committee for the storage for switching, and networking, and then finally for the fiber — in that order.

Alderman Cathey

Thank you.

Mayor Donchess

| don’t see anyone else. Could the Clerk please call the roll?
A viva voce roll call was taken which resulted as follows:

Yea: Alderman Klee, Alderman Cathey, Alderman Comeau, Alderman Gouveia,
Alderman Jette, Alderwoman Timmons, Mayor Donchess 7

Nay: 0
MOTION CARRIED

UNFINISHED BUSINESS - None

NEW BUSINESS — RESOLUTIONS - None

NEW BUSINESS —- ORDINANCES - None

Board of Aldermen 02-23-2021 Page 16

| do understand that as a developer you want to make sure that you’re not, that you don’t your opportunities to
other ones but | also was around when this was put out for bid. We sat on it for like 4 years at least where
nobody else offered a plan. So | don’t think the developer is going to face stiff competition for this. | think this
is something that we just want to make sure we have all of the communication on file and that everybody who
is involved in the decision making can confidently say they knew exactly what they were getting into when they
did it, just to provide accountability.

President Wilshire

All set, Alderman Lopez.

Alderman Lopez

Yes.

President Wilshire

Alderman Clemons? All set? Alderman O’Brien.
Alderman O’Brien

Thank you Madam President. | just want to speak a little bit in favor of this amendment because it is moving
the project forward. For those of you who have any inkling of building and everything, the ground is starting to
thaw; spring is around the corner and this project should be starting soon. So it does have a timely manner.
But that doesn’t mean jeopardize that we don’t do our due diligence. | feel we have. Now Alderman Jette has
brought up the questions of parking and parking spaces and say some of it wasn’t really clear. Some of the
meetings | have been to that issue has been really discussed ad nauseum. In other words, you’ve got to look
at some of the stakeholders or people who live in that particular neighborhood. And | think you come to know
of a good gentleman, Mr. Jim Rafferty, who is the owner of the River Casino, the River Club. And he, in the
beginning, was extremely concerned about the parking and depletion of parking spaces. Thus, the project got
moved up with the parking spaces underneath. Much care was brought in with it, much listening and input
from people who now, like Mr. Rafferty, support this project.

At the end of the day when you go to look what’s underneath that particular building that is going to be built on
the site, and look at the current number of parking spaces, but with the re-modifications and then this is me
speaking as Chairman of the Infrastructure Committee. A lot of things are a puzzle that we are going to put
together and that’s going to be the redistricting of some of the parking that’s going to be done in the School
Street. So if we look at is there going to be a loss to any parking in the area, the answer is probably, maybe 10
spaces. That is not bad compared to what is going on at that particular facility. So therefore, a lot of due
diligence has been done. | would like to see this project, because we are in the beginning of the building
season, that it starts to go forward. | think our due diligence has been met and | think it’s time to move this
project forward. Thank you very much, Madam President.

President Wilshire

You're welcome. Alderman Klee?

Alderman Klee

Thank you Madam President. | know that we have talked about this and it sat on the table for a while and so
on. | do remember asking the question about parking spaces. | do remember asking would the number of
spaces that fall under the building equal those that were being removed and the answer was “not exactly”. |

don’t recall offhand and | was trying to go through my notes really quickly if numbers were given and | believe
that they were given. But what was significant that | did write in my notes that the way that they are doing the