City of Nashua
March 18, 2019
Page 2
Our services in connection with the Project under the terms of this fee arrangement will consist
of the following tasks:
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Advising the City regarding the structure of the proposed NMTC transaction
financing (including with reference to bond financing, leases, appropriate use of
proceeds) to ensure compliance with NMTC requirements. We expect to work
with a recognized NMTC accounting firm which will be retained to prepare the
projections:
Working with the City and its economic development / NMTC consultant to
present the Project to Community Development Entities in seeking an NMTC
allocation and presenting the Project to potential tax credit investors and in
evaluating / negotiating proposals;
Providing strategic advice on the formation of nonprofits to be formed as part of
the NMTC transaction structure to ensure they meet the multiple objectives
required and meet NMTC requirements;
Assisting with formation and preparation of organizational documents for one or
more nonprofit entities to participate in the NMTC transaction,
Preparing resolutions, certificates and other corporate documents necessary for
the approval and closing of the NMTC transaction;
Working with board members of nonprofits entities (and municipal officials if
needed) to explain the NMTC transaction that they will be considering for
approval;
Negotiating and preparing the leverage loan documents;
Reviewing and negotiating the documents by which the NMTC investor funds the
transaction:
Reviewing and negotiating the put and call and tax credit indemnification
documents;
Developing, preparing and negotiating with the investor and CDE the provisions
of the QLICI loan documents
Conducting required due diligence and preparing the qualified active low-income
community business (“QALICB”) tax opinion customarily provided by
developer's or sponsor’s counsel; and
