Search

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

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:

EXHIBIT E
CERTIFICATE OF LENDER

$6,671,814
EQUIPMENT LEASE PURCHASE AGREEMENT
DATED AS OF OCTOBER 20, 2020, BETWEEN
MUNICIPAL LEASING CONSULTANTS, LLC, AS LESSOR, AND THE
CITY OF NASHUA, NEW HAMPSHIRE,
ON BEHALF OF NASHUA SCHOOL DISTRICT, AS LESSEE

The undersigned, on behalf of Capital One Public Funding, LLC (the “Lender”), as assignee of
Municipal Leasing Consultants, LLC, as lessor, under the above-referenced equipment lease purchase
agreement (the “Lease”), being executed and delivered on the date hereof, certifies and represents as
follows:

1. Issue Price.
(a) Issue Price. On the date of this certificate, the Lender is acquiring the Lease for the
amount of $6,671,814, plus $__ payable to Municipal Leasing Consultants, LLC. The Lender

is not actingas an Underwriter with respect to the Lease. The Lender has no present intention to sell,
reoffer, or otherwise dispose of the Lease (or any portion of the Lease or anyinterest in the Lease). The
Lender has not contracted with any person pursuant to a written agreement to have such person
participate in the execution and delivery of the Lease, and the Lender has not agreed with the City of
Nashua, New Hampshire (the “City’”) or Nashua School District (the “District”) pursuant to a written
agreement to sell the Lease to persons other than the Lender or a Related Party to the Lender.

(b) Defined Terms.

(i) The term “Public”? means any person (including an individual, trust, estate,
partnership, association, company, or corporation) other than an Underwriter or a Related Party
to an Underwriter.

(ii) The term “Related Party” is defined in U.S. Treasury Regulation § 1.150-1(b)
which generally provides that the term related party means any two or more persons who have a
greater than 50 percent common ownership, directly or indirectly.

(iii) The term “Underwriter” means (A) any person that agrees pursuant to a written
contract with the District (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Lease to the Public, and (B) any person that agrees pursuant
to a written contract directly or indirectly with a person describe din clause (A) of this paragraph
to participate in the initial sale of the Lease to the Public (including a member of a selling group
or a party toa retail distribution agreement participating in the initial sale of the Lease to the
Public).

Thiscertificate may be relied upon by the City and District in executing and delivering the
FederalTax Agreement relating to the Lease, and by Gilmore & Bell, P.C., Special Tax Counsel to the
Lender, in rendering its opinion relating to the exclusion from federal gross income of the interest
portion of rental payments paid under the Lease and in pre paring any informational return required to
be filed with the Internal Revenue Service in connection with the execution and delivery of the Lease.

[Signature page follows. ]

Dated: October 20, 2020.

CAPITAL ONE PUBLIC FUNDING, LLC

By:

Name: Catherine DeLuca
Title: Vice President

LESSEE’S CLOSING CERTIFICATE

Re: Equipment Lease Purchase Agreement dated as of October 20, 2020, between the City of
Nashua, New Hampshire, on behalf of Nashua School District, as lessee (“Lessee”), and
Municipal Leasing Consultants, LLC, as lessor (“Lessor”) (the “Agreement”)

We, the undersigned, the duly appointed, qualified and acting Mayor and City Clerk of the
above-captioned Lessee, do hereby certify as follows:

(1) Lessee did, at a meeting of the governing body of Lessee held October 13, 2020, by motion duly
made, seconded and carried, in accordance with all requirements of law, approve and authorize the
execution and delivery of the above-referenced Agreement and the related escrow agreement and tax
agreement on its behalf by the following named representative of Lessee:

Mayor
Printed Name Title Signature
[This signature line to be signed by person who executed the Agreement and the related escrow agreement and
tax agreement on behalf of Lessee.]

(2) The above-named re presentative of Lessee held at the time of such authorization and holds at the
present time the office designated above and the signature set forth opposite his or hername isthe true
and correct specimen of his or her genuine signature.

(3) The meeting of the governing body of Lessee at which the Agreement was approved and authorized
to be executed was duly called, regularly convened and attended throughout by the requisite majority of
the members thereof or by other appropriate official approval, and the action approving the Agreement
and authorizing the execution thereof has not been altered or rescinded. Attached hereto as Exhibits A-
1 and A-2 are true and correct copies of resolutions, ordinances or other documents constituting such
official action by the City of Nashua, New Hampshire and by Nashua School District.

(4) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would
constitute, an Event of Default (as such term is definedin the Agreement) exists at the date hereof.

(5) Allinsurance requiredin accordance with the Agreement is currently maintained by Lessee.

(6) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient
funds for the current fiscal year to make the Rental Payments scheduled to come due during the
Original Term and to meet its other obligations for the OriginalTerm (as such terms are definedin the
Agreement), and such funds have not been expended for other purposes.

(7) There is no proceeding pending or threatenedin any courtor before any governmental authority or
arbitration board or tribunal that, if adversely determined, would adversely affect the transactions
contemplated by the Agreement or the interest of Lessor or its assigns, as the case may be, in the

Equipment.

(8) The Equipment has not been the subject of a referendum that failed to receive the approval of the
voters of Lessee within the preceding four years.

(9) Since June 30, 2019 (date of Lessee’s last audited financial statements), Lessee has not entered into
any direct or contingent bond debt, lease, installment purchase or loan obligation, other than those
listed on Exhibit B attached hereto.