Special Board of Aldermen 11-24-2020 Page 11
The next approval is Approval 6 which authorizes the City to then sign all the contracts that you’ve and the
Finance Committee have already approved such as the construction contract and the architect contract.
Those are the two main ones that I’m thinking of, but if we find any other what | would call “smaller” but |
don’t mean to say that they are less important, PO’s or items that didn’t rise to the level of the City’s
purchasing threshold to come to Finance or the Board all those Performing Arts Center contracts that are
still viable and need action will be assigned to the QALICB, the Impact Corp. Next is Authorizing — there’s 7
and 8 are guarantees but they are different guarantees. Approval 7 relates back to the community, the
CDFA, the Community Development Finance Authority Tax Credits that came into the City and this Board
recently authorized their transfer to the fundraising arm, Nashua Community, not arm excuse me,
fundraising entity Nashua Community Arts. And the City’s guarantee there is that there’s going to be a
performance guarantee meaning that Performing Arts Center will, in fact, be run as a Performing Art
Center. So that is not a debt guarantee, that is an actual performance guarantee.
Approval 8 is a debt guarantee. What it allows the City to do is utilize future funds for current gain, the
Mascoma money goes away at the end of the year. If we were not able to close this deal, we would not be
able to avail ourselves the non-City money of almost $2.5 million dollars. So as part of that, there’s a
bridge fund because there are pledges that are going to come in over a little bit of time, they are not going
to come in directly on or before December 15" come in as cash. That amount is under $100,000.00, | think
at last tally that might be, | know Rich Lannan is on but it’s down lower. So the City will step into the shoes
of Nashua Community Arts there if for some reason Nashua Community Arts isn’t able to gather the
pledges, the City can take over and get those pledges and make sure that those private funds come into
the deal.
And lastly is Approval 9 which with the transfer of real estate to a for profit corporation, Impact, comes the
City’s fee structure. As other developers in the City face on a daily and weekly basis, but this is asking you
to waive for this project the permit and inspection fees which, although we don’t have any final numbers,
very ballpark figure, we are looking at around, that would be a cost to the project about 50, five-zero,
thousand dollars so that’s Approval 9. So those are the Action Items. A little more background information
about what this Resolution, if approved, would effectuate for the City and for the New Market Tax Credit
Deal.
Director Cummings
So if | may, Madam President, just lastly, | would ask Andy Prolman to talk about his involvement relative to
the real estate.
Andy Prolman, Attorney
Madam President and members of the Board, Good Evening, | am Andy Prolman with Prunier & Prolman.
My role in this transaction is relatively simple and straight-forward. | am the Title guy. My task is to make
sure that the Title of the real estate into Impact is good and it is, we’ve run our Title updates so we are in
good shape there. | am to help coordinate the transfer from the City of Nashua to Impact, do the actual
hands-on recording at the Registry of Deeds. | record the mortgage that Impact will be granting back to the
Mascoma subsidiary entity. We will be reviewing the lease and recording a Notice of Lease at the Registry
as John said for the 25 year lease with the 5-year option. And | can tell you that from my perspective,
everything looks good with respect to the title aspect. First American Title Insurance Company has issued
a title of commitment to ensure Title to both Impact and the Mascoma entity. And we look like we are teed
up to get this closed by the December 15" deadline. We've been working with Celia and Tim and the whole
team and we will be ready to go, ready to record to close this on the 15". That’s all | had. Thank you.
Director Cummings
And thank you Andy. So first | want to apologize, | didn’t realize, | wanted to double check to make sure
that the other piece of Legislation that is important to this deal structure was on the Agenda this evening
and itis. And it’s relative to creating a Board of Trustees as a standing Committee of the City of Nashua.
