Search

electronically must comply with Section 4.01 of Revenue Procedure 97-22, which generally
provides that an electronic storage system must (1) ensure an accurate and complete transfer
of the hardcopy records which indexes, stores, preserves, retrieves and reproduces the
electronic records, (2) include reasonable controls to ensure integrity, accuracy and reliability
of the electronic storage system and to prevent unauthorized alteration or deterioration of
electronic records, (3) exhibit a high degree of legibility andreadability both electronically and
in hardcopy, (4) provide support for other books and records of the District, and (5) not be
subject to any agreement that would limit the ability of the IRS to access and use the electronic
storage system on the District’s premises.

Section 8. Miscellaneous

(a) Form 8038-G. A copy of the completed and fully executed IRS Form 8038-G
(Information Return for Tax-Exempt Governmental Obligations) is attached to this Tax
Agreement as Exhibit B. The Form 8038-G was prepared by Special Tax Counsel based on
representations and covenants by the Issuer and the District containedin this Tax Agreement
or otherwise made by the Issuer andthe District. The information contained on Form 8038-G
is true, complete and correct to the knowledge of the undersigned, and the undersigned is
authorized to sign the Form 8038-G on behalf of the Issuer and deliver it to Special Tax
Counsel for filing with the IRS.

(b) Single Issue. No other debt obligations ofthe Issuer: (1) are being sold within
15 days of the execution and delivery of the Lease Agreement, (2) are being sold under the
same plan of financing as the Lease Agreement, and (3) are expected to be paid from
substantially the same source of funds as the Lease Agreement (disregarding guarantees from
unrelated parties, such as bond insurance).

(c) Bank Qualification. TheIssuer has not designated the Lease Agreement asa
“qualified tax-exempt obligation” under Code § 265(b)(3).

(d) No Federal Guaranty. The payment of rental payments under the Lease
Agreement are not, and neither the Issuer nor the District will permit the payment of rental
payments under the Lease Agreement to be, directly or indirectly guaranteed by the United
States of America or any agency thereof.

(e) Hedge Bonds. The Issuer and the District reasonably expect that at least 85% of
the net sale proceeds (the sale proceeds of the Lease Agreement less any sale proceeds invested
in areserve fund) of the Lease Agreement will be used to carry out the governmental purpose of
the Lease Agreement within 3 years after the Closing Date, and not more than 50% of the
proceeds of the Lease Agreement will be investedin Investments having a substantially
guaranteed Yield for 4 years or more.

(f) Registration Requirement; Record Owner. The Issuer will maintain or cause to be
maintained a record of the owner(s) of the Lease Agreement and the person/entity entitled to
the receipt of the interest portions of rental payments under the Lease Agreement. Transfer of
ownership of the Lease Agreement is effective only if enteredin these records. The Agreement
will be heldin registered form within the meaning of Code § 149(a).

(g) Reliance. The Issuer andthe District understand that their certifications will be
relied upon by the law firm of Gilmore & Bell, P.C., in rendering its opinion as to the validity of
the Lease Agreement andthe exclusion from federal gross income of the interest portion of
payments payable by the Issuer under the Lease Agreement.

(h) Enforceability. If any provision in this Tax Agreement or in the Lease Agreement
is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions will not be affected or impaired.

(i) Electronic Transactions. The transaction described in this Tax Agreement may
be conducted, andrelated documents may be sent, received and stored, by electronic means.

[Signature page follows. ]

IN WITNESS WHEREOF, the undersigned, by execution of this Tax Agreement, here by
makes the foregoing certifications, representations, and agreements contained in this Tax
Agreement on behalf of the Issuer and the District.

CITY OF NASHUA, NEW HAMPSHIRE

By:
Name:
Title: Mayor

NASHUA SCHOOL DISTRICT

By:
Name: Daniel Donovan
Title: ChiefOperating Officer

EXHIBIT A

AMORTIZATION SCHEDULE AND CALCULATION OF
WEIGHTED AVERAGE MATURITY AND YIELD ON THE LEASE AGREEMENT

[To be prepared by Gilmore & Beil.]

EXHIBIT B
IRS FORM 8038-G

[Post Closing Item -- To be prepared and filed by Gilmore & Bell./

EXHIBIT C

DESCRIPTION OF EQUIPMENT COMPRISING
THE FINANCED ASSETS AND BENEFITTED FACILITIES|**; REIM BURSEM ENT**]

The Project includes the energy savings improvements, as set forthin the Energy Performance
Contract datedasof_ _, 2020, between Nashua School District and Energy Efficient

Investments, Inc., as described therein and at the locations set forth on Exhibit C-1 attached
hereto.

The estimated average economic life of the Financed Assetsis not less than [**20**] years, and
the Financed Assets are expected to be placedin service in 2021.

[**List of Reimbursements, if any, to be listed. **]

EXHIBIT C-1
LIST OF LOCATIONS FOR FINANCED ASSETS AND BENEFITTED FACILITIES

Nashua High School
8 Titan Way
Nashua, NH 03063

Nashua South High School
36 Riverside Street
Nashua, NH 03062

EXHIBIT D

SAMPLE ANNUAL COMPLIANCE CHECKLIST

Name of tax-exempt obligation (“Lease This Annual Compliance Checklstis designed
financing the Financed to cover that certain Equipment Lease
Purchase Agreement (the “Lease Agreement”)
datedas of October 20, 2020, entered into by
and between the City of Nashua, New
Hampshire (the “Issuer”), on behalf of Nashua
School District (the “District”), as lessee, and
Municipal Leasing Consultants, LLC, as lessor

Agreement”)
Assets:

Placed in service date of Financed Assets:
Benefitted Facilities:

Name of Compliance Officer:

Period covered by request

(“Annual Period”):

Item

Question

Response

1
Ownership

For federal income tax purposes, were allofthe Financed
Assets and Benefitted Facilities owned by the Issuer or
the District for federal tax purposes during the entire
Annual Period?

|| Yes
[] No

If answer above was “No,” was an Opinion of Special Tax
Counsel obtained prior to the transfer?

If Yes, include a copy of the Opinion in the Tax
Compliance File.

If No, contact Special Tax Counsel and include

description of resolution in the Tax Compliance
File.

| | Yes
[] No

2
Use of the
Financed
Assets and
the
Benefitted
Facilities

During the Annual Period, was any Financed Asset or
Be nefitted Facility used by a Non-Qualified User pursuant
to a lease agreement, management or service agreement
or any other agreement granting the Non-Qualified User
special legal rights to use any Financed Asset or
Benefitted Facility?

|| Yes
L] No

If answer above was “Yes,” was an Opinion of Special Tax
Counsel obtained prior to entering into the arrangement?

If Yes, include a copy of the Opinion in the Tax
Compliance File.

If No, contact Special Tax Counsel and include

description of resolution in the Tax Compliance
File.

|| Yes
CL] No

Board of Aldermen — 2/10/16 Page 5
Alderman Schoneman

| attended the Personnel & Administrative Affairs Committee meeting on this ordinance and |’m not one of
the co-sponsors but | do support it. The logic | have for supporting it is based on a very informal market
survey that | did with a realtor here in Nashua, there appears to be indifference in the market to the solar
installation on a particular property. Some people might be in favor and some people might be against
when they go to see a property. They might see value there or might not. It’s similar to other installations
that could be at people’s homes. For instance, | got a telephone call from someone who has a tennis court
in their backyard. They didn’t build the tennis court and they don’t want and it’s falling into disrepair yet they
are assessed for the value of that tennis court. When they go to sell their home | think they are going to find
that it may add value to one person but not another. The market effect of something like a tennis court, a
pool or a solar installation may be neutral and if the market effect is neutral then | think we should not have
an assessment. To provide an exemption for something that is market value neutral | think is a great idea
but there are other things like tennis courts and swimming pools that may be in a similar category. While |
support this and I’m not being critical of the Assessing Department, | do think that we need to think about
assessing additions to properties that actually add a real market value not just because it would seem to be
to somebody of some value. | support this but | think we need to be careful about granting exemptions in a
way that’s universal for other similar so called improvements that may or may not add market value.

Alderman LeBrun

Alderman Schoneman answered most of my questions but | will be voting against this.
MOTION CARRIED

Ordinance O-16-002 declared duly adopted.

NEW BUSINESS — RESOLUTIONS

R-16-007
Endorsers: Mayor Jim Donchess
Alderman-at-Large Lori Wilshire
Alderman June M. Caron
Alderwoman Mary Ann Melizzi-Golja
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Thomas Lopez
RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF $40,000 FROM THE STATE
OF NEW HAMPSHIRE DEPARTMENT OF HEALTH AND HUMAN SERVICES INTO PUBLIC
HEALTH AND COMMUNITY SERVICES GRANT ACTIVITY “FY2016 AND FY2017 CLIMATE AND
HEALTH ADAPTATION PLAN (CHAP)”
Given its first reading; assigned to the HUMAN AFFAIRS COMMITTEE by President McCarthy

R-16-008
Endorser: Mayor Jim Donchess
Alderman-at-Large Brian S. McCarthy
Alderwoman Mary Ann Melizzi-Golja
ADDING FOUR ADDITIONAL PARCELS TO THE “SPIT BROOK ROAD ECONOMIC
REVITALIZATION ZONE”
Given its first reading; assigned to the PLANNING & ECONOMIC DEVELOPMENT COMMITTEE by
President McCarthy

3 1. Were the proceeds of the Lease Agreement spent |] Yes
Arbitrage in accordance with the following schedule? (a) at [] No
& Rebate least 15% within 6 months from the Closing Date;

(b) at least 60% within 12 months from the
Closing Date; and (c) 100% within 18 months from
the Closing Date.
CL] Yes
2. Has the Issuer or the District established a fund L] No

or account to make rental payments under the
Lease Agreement or has the Issuer or the District
established a se gregated portion of investments in
an account to make rental payments under the
Lease Agreement?

Ifthe answer to question 1 above is “No,” or the answer to
question 2 above was “Yes,” contact Special Tax Counsel
to determine if an arbitrage rebate or yield restriction
calculation must be completed.

Include a description of Special Tax Counsel’s advice in
the Tax Compliance File. If an arbitrage rebate or yield
restriction calculation is prepared, include a copy of the
report in the Tax Compliance File.

By:

Compliance Officer

Date Completed: