City of Nashua
March 18, 2019
Page 3
12. Conducting required due diligence and preparing non-tax legal opinions on the
entities and leverage loan transactions customarily provided by developer's or
sponsor's counsel,
The transaction caps assume that the transaction will be structured such that the NMTC will be
allocated to a single investor and that a closing will be concluded with the first investor with
which the City and its affiliates enters into a term sheet or letter of intent. Ifa replacement for
this first investor is needed for any reason, we would need to re-negotiate the transaction cap
with the City and its affiliates.
Our compensation will be determined based on hourly rates subject to a not-to-exceed cap for the
above-described services. The hourly rates for this engagement will be our standard hourly rates
less a discount of ten percent (10%). So, for example, my hourly rate will be $342 instead of the
$380 referenced in my earlier letter. In addition, we will not charge for any travel time or
mileage to attend meetings in Nashua.
The not-to-exceed cap for the above-described services is Fifty-Five Thousand Dollars
($55,000), assuming that no different wansaction structure, unforeseen circumstances or delays
occur in closing the transaction. Such items could include, for example, additional sources of
financing, having a NMTC allocation from more than one CDE or lender / investor and/or due
diligence or legal opinion requirements that are more than is customary for NMTC transactions.
If such items arise, it is expected that the City and we would re-negotiate this cap.
Our legal fees will be payable at the closing of the NMTC transaction assuming it successfully
closes Ifthe NMTC transaction does not successfully close, our legal fees would be payable
thirty (30) days after the determination not to move forward with the NMTC transaction.
Further, in recognition of the risks to the City prior to being notified that the Project has received
a NMTC allocation, we propose an additional risk sharing arrangement. We understand that all
or part of the tasks listed in (1)-(3) above will need to be performed prior to the receipt of a
NMTC allocation. In the event that the City is not notified that a NTMC allocation is available
for the Project, and as a result the City determines not to move forward with the NMTC
financing, we will limit our total fees to a maximum payable by the City of Five Thousand
Dollars ($5,000).
The tasks listed in (4)-(12) will only be undertaken if the City is notified that a NMTC allocation
is available tor the Project.
We understand that legal services for real estate acquisition and transfer matters, leasing matters,
land use and permitting matters and bond matters are to be provided by the City’s Corporation
Counsel. Our proposal does not include any of those services or any other services beyond those
listed in (1)-(12) above. If the City later determines that it would like our services in any of
those or other matters related to the Project, we would be pleased to discuss working with the
