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Special Board of Aldermen 10-06-2020 Page 4
Chairman Dowd

Mayor, Doria just joined us, | don’t know if you want her to speak first or Shaun, it’s up to you.
Mayor Donchess

Let’s go with Shawn and Doria can fill in any details that she has.

Chairman Dowd

Ok, Shawn?

Shawn Smith, School Department

Good evening everybody. Yes this has been about a 3 % year project as of today, to get this off and
running we went through an RFP Process to find a contractor, found that we needed to finetune that out.
We went out a second time for invitation to bid and we ended up with Energy Efficient Investments, AKA,
EE|. And they have been working diligently, culminating in we call it an investment grade audit of both high
schools. Those yielded the numbers the Mayor just talked about in terms of savings. | believe he said, but
just in case he didn’t or | missed it, these savings are guaranteed by EEl. So as you know engineers can
be rather conservative, I’m one of those and I’m conservative when it comes to fiscal things. So we are
confident that we are at least going to save what they say if not more. And maybe Doria can talk a little bit
about that later.

As the Mayor indicated, the large part of the work is going to involve changing out the current lighting at the
two high schools to LED. A number of other projects we are also doing, we are upgrading the
transformers, upgrading the controls for the HVAC systems. We are replacing what are referred to as mini
split air conditioners, it seems like we just finished the high school but it’s been 16 or 18 years. Those are
starting to show their age; replacing water coolers, and a variety of other smaller projects.

So they all ended up with roughly $460,000.00 of energy savings per year and | guess | will leave it at that.
| believe Mr. Donovan was going to join us or Doria can take it at this point, unless you have some specific
questions from me.

Chairman Dowd

Yeah, | don’t see Mr. Donovan.

Dan Donovan, COO, School Department

I’m here.

Chairman Dowd

Ok. Would you like to speak?

Mr. Donovan

Sure just the mechanics of the (inaudible) will work as we will reduce our operating budget by the
$460,000.00 each year and then that will, the payment — then we will add the payment for the lease. So
within the Operating Budget this will effectively net out. Hopefully, we will actually save a little more as

previous speakers have mentioned. So even though it is a lease, it should be offset within the Operating
Budget and there will be no increase to the cost of the School District.

Special Board of Aldermen 10-06-2020 Page 5
Chairman Dowd

Ok, thank you Mr. Donovan. Also, before | turn it over to Ms. Brown, | know that this agreement has been
scrutinized in minute detail by Attorney Bolton. | don’t know if he wants to say anything, but | know that he’s
gone through this contract with a fine-tooth comb and it’s solid the way it’s currently stated. Would you
agree with that, Attorney Bolton?

Steve Bolton, Corporation Counsel

We certainly looked at it and it meets with our approval.
Chairman Dowd
Thank you. Ms. Brown, would you like to add some comments?

Doria Brown, Energy Director

Sure | would love to. So fortunately | am here, | know | sent out a Memo earlier today saying that | wouldn’t
be here with my thoughts on the project. | promise not to read it verbatim to everybody; | Know that you all
have probably read it. But these projects are extremely important to the City when it comes to meeting our
20% reduction goal by 2025. Just doing these projects alone brings us 62% closer to that 20% reduction.

If you factor in the stuff that we have done with transit with switching out to hybrid electric buses and those
compressed natural gas buses from our 2016 baseline year, we are virtually at our 20% reduction goal
which is amazing by 2021.

So this project is monumental for us as a City and it is also important to me because this week is actually
my one year with the City and this is one of the first things that | started working on. So it would be really
awesome to get this through today.

Chairman Dowd

Ok does anyone from the School Department, just want to introduce, we have people from the company
on-line that could answer questions, if necessary, from any of the Aldermen. But do you just want to
introduce them Shaun.

Mr. Smith

| believe Mike Davey should be on-line he is the lead engineer, perhaps even owner of EEI, I’m not exactly
sure of his titles. But he’s been the one we’ve been dealing with exclusively through this whole process. |
can’t see everybody on the screen. I’m using my cell phone.

Unidentified Speaker

(inaudible) from Control Technologies who does the HVAC Controls and Services, here as well.

Chairman Dowd

Alright. So before | take Public Comment, we have been informed by a former Alderman that this is not the
time to debate the issue, that’s at the Budget Meeting. But if there are any clarifying questions that any of

the Aldermen online would like to have clarified, please raise your hand. Alderman Clemons, then
Alderman Lopez?

Special Board of Aldermen 10-06-2020 Page 6
Alderman Clemons

| do but | am wondering if it is better served at the Budget Meeting for the purposes you just stated. Is Mr.
Donovan going to be on at the Budget Meeting after?

Chairman Dowd

Mr. Donovan?

Mr. Donovan

Yes, | will stay for the meeting, yes.

Alderman Clemons

Ok most of my questions are for him | think so | will wait until the Budget Meeting, thank you.

Chairman Dowd

Alright, Alderman Lopez?

Alderman Lopez

Yes was the former Alderman Fred Teeboom.

Chairman Dowd

| believe you all got his letter.

Alderman Lopez

Ok just making sure for clarification.

Chairman Dowd

Alright, if there’s no other — | am going to open up the Public Hearing. If any member of the Public has a
question | am going through Testimony in Favor, then Opposition, then in Favor again, then in Opposition
again. | think if | am not mistaken, we have 29 people on so. | am going to ask them to try to keep their
comments between 3 and 5 minutes and | will have a timer. So | am going to look at the participant list and
see if anybody has their hand up. If not, would you just speak up and | will identify you.

PUBLIC HEARING

R-20-076 - AUTHORIZING AN ENERGY PERFORMANCE CONTRACT AND LEASE
FINANCING ARRANGEMENT

TESTIMONY IN FAVOR- None

TESTIMONY IN OPPOSITION — None

Special Board of Aldermen 10-06-2020 Page 7
Chairman Dowd

Hello? Yes? Name and address? You want to speak in opposition? No? Alright. Once again testimony in
favor? Is there anyone in the public that would like to make a comment relative to this Legislation in favor? |
am seeing no one raising their hand on the list. | am hearing no one.

TESTIMONY IN FAVOR - None

TESTIMONY IN OPPOSITION - None

Chairman Dowd closed the public hearing on R-20-076 at 7:21 p.m.
ADJOURNMENT
MOTION BY ALDERMAN O’BRIEN TO ADJOURN, BY ROLL CALL
A viva voce roll call was taken which resulted as follows:
Yea: Alderman O’Brien, Alderman Klee, Alderman Dowd,
Alderman Caron, Alderman Clemons, Alderman Lopez,
Alderwoman Lu, Alderman Jette, Alderman Schmidt,
Alderman Cleaver, Alderman Laws,
Alderwoman Harriott-Gathright, Alderman Wilshire 13
Nay: 0
MOTION CARRIED

The special meeting was declared adjourned at 7:22 p.m.

Attest: Susan K. Lovering, City Clerk

R-20-076

RESOLUTION

AUTHORIZING AN ENERGY PERFORMANCE CONTRACT AND LEASE
FINANCING ARRANGEMENT

CITY OF NASHUA

In the Year Two Thousand and Twenty

WHEREAS, the City of Nashua, New Hampshire (the “City”), is a political subdivision
duly organized under the constitution and laws of the State of New Hampshire; and

WHEREAS, it is hereby determined that a true and real need exists for the acquisition
and installation of certain energy savings equipment to be acquired and installed at certain
facilities of the Nashua School District (the “Equipment’); and

WHEREAS, it is necessary and desirable and in the best interest of the City of Nashua,
New Hampshire, on behalf of Nashua School District, as lessee, to enter into an Equipment
Lease Purchase Agreement (the "Agreement") with Municipal Leasing Consultants, LLC, as
initial lessor (the “Lessor”’), for the purposes described therein, including the leasing of the
Equipment;

NOW, THEREFORE, BE IT RESOLVED, BY THE BOARD OF ALDERMEN OF
THE CITY OF NASHUA, NEW HAMPSHIRE, AS FOLLOWS:

Section 1. The Agreement, in substantially the same form as presented to this meeting,
and the terms and performance thereof are hereby approved, and the Mayor of the City is hereby
authorized to execute and deliver the Agreement on behalf of the City, with such changes therein
as shall be approved by such officer, such approval to be conclusively evidenced by such
officer’s execution thereof.

Section 2. The Escrow Agreement (the “Escrow Agreement’), among the City, the
Lessor and the escrow agent named therein, in substantially the same form as attached and the
terms and performance thereof are hereby approved, and the Escrow Agreement is hereby
authorized to be executed and delivered on behalf of the City by a duly authorized officer of the
City, with such changes therein as shall be approved by such officer, such approval to be
conclusively evidenced by such officer’s execution thereof.

Section 3. The Energy Performance Contract (the “Energy Contract’), between Nashua
School District and Energy Efficient Investments, Inc. in substantially the same form as attached,
and the Energy Contract is hereby authorized to be executed and delivered.

RESOLUTION R-20-076

Section 4. The City shall, and the officers, agents and employees of the City are hereby
authorized and directed to take such further action and execute such other documents, certificates
and instruments, as may be necessary or desirable to carry out and comply with the intent of this
Resolution, and to carry out, comply with and perform the duties of the City with respect to the
Agreement, the Escrow Agreement and the Energy Contract.

Section 5. The City has made certain capital expenditures in connection with the
acquisition of the Equipment prior to the date hereof, and the City expects to make additional
capital expenditures in connection with the acquisition of the Equipment in the future. The City
intends to reimburse itself for all or a portion of such expenditures, to the extent permitted by
law, with the proceeds of the Agreement or other tax-exempt obligations to be delivered by the
City. The maximum principal amount of the Agreement or other tax-exempt obligations
expected to be delivered for the Equipment is not expected to exceed $6,671,814.

Section 6. This Resolution shall take effect and be in full force immediately after its
adoption by the Board of Aldermen of the City.

LEGISLATIVE YEAR 2020

RESOLUTION: R-20-076

PURPOSE: Authorizing an energy performance contract and lease
financing arrangement

ENDORSERS: Mayor Jim Donchess
Alderman Richard A. Dowd

COMMITTEE
ASSIGNMENT:

FISCAL NOTE: The maximum principal amount of the Agreement or other tax-
exempt obligations expected to be delivered for the Equipment is
not expected to exceed $6,671,814.

ANALYSIS

This resolution authorizes the City of Nashua to enter into an energy performance contract and
lease financing arrangement with Municipal Leasing Consultants, LLC for energy saving
equipment for the city’s two high schools.

Pursuant to Nashua City Charter §54-a, this resolution requires a “duly advertised public
hearing’. Also see NH RSA 33:9, which requires a 2/3 vote for passage of this resolution.

Approved as to form: Office of Corporation Counsel

By: /s/ Steven Bolton

Date: September 17, 2020

ENERGY PERFORMANCE CONTRACT
BETWEEN

Nashua School District

AND

Energy Efficient Investments, Inc.

ESCO Contract — Nashua Schools & EEI, Inc

Preamble

This Energy Performance Contract (hereinafter “Contract”) is entered into as of (“Effective
Date”) by _EEl, Inc. (hereinafter “ESCO”), a corporation having its principal offices at, with
offices at, 19 D Star Drive, Merrimack, NH 03054 and Nashua School District (hereinafter
“the Customer’), having its principal offices at 141 Ledge St, Nashua, NH 03060 for the

purpose of furnishing equipment and work specified herein (“Work”) designed to improve
energy efficiency and reduce operating costs at Customer properties (hereinafter the
“Premises’) listed in the Final Investment Grade Audit in Attachment 1.

This Contract is conditional on the Customer obtaining financing from a reasonably
acceptable lender or lessorin an amount not less than the Contract Price in Attachment 3 -
Project Cost on terms satisfactory to the Customer, provided Customer shall diligently
pursue such financing on such terms as are customary, reasonable and in compliance with
pertinent laws and regulations including, without limitation, financing arranged by ESCO.

2 ESCO Contract — Nashua Schools & EEI, Inc.

INDEX:

TL. Definitions 0... e cee ce cece cee e cece eee eeeeectseeeeeeeettseeeeeeeeetssseeeeeettseeeeesentttseeeees 4
2. Contract Documents 2.0.0.0... e eee ee cee e ee tet en tsueueeeeeeeeeeeeeeeeeeetettittistssseeseeeees 5
3. Representations and Warranties 000.00... cece ccc ete tee ce eee eee tbe cebttntetteateeaeeeees 5
4. Price and Terms..........00. 0c cece ccc cece ee tee eee eeececteeeeeeeeettseeeeeesestsseeeeeestssseeeesnstseeeeeees 6
5. The Work 0... ccece cece eee e cee eee nn eee ee eee eteee cesses tseeeeeeesttsseeeeeettisseetesettitieeeeenes 7
6. Performance and Evaluation Subsequent to Work ........0000.000c ccc cece ccc ctetetteseseeeeeees 15
7. Obligations of the Parties .......0..0.0 occ cece ede e eee eee b eb bobbi bbtttttteaeaeees 18
8. Insurance and Bond Requirements ..........0...0.00 coco cece eee c eee ee eee cet bb ete tt esate teeeeeeeeeeeens 20
9. General Provisions 0.0.0.2... ccc cece eet cee cee eeeeteeeeeeeeeteteeeeeeesetsseeeeeettttsseeeenetetieeeens 22
10. Contract Signatures 2.0.0.0... cece eee cbt Ede e Eee tee bbb eb cbt btttbtteaataeees 27
Attachment 1 - Final Investment Grade Audit. .......0000.00c cece cece cece eee bctettttseeeseseeees 28
Attachment 2 - Maintenance and Service Agreement. .......00.000000.0c cece ccc ccecettesteseeeeeees 42
Attachment 3 - Project Cost & Schedule of Values 0.000.000.0000... cccccee ccc ctetettesseseeeeeees 43
Attachment 4 - Measurement and Verification Plan .......00000000 occ ccc cect ceetesteseeeeeees 44
Attachment 5 - Major Equipment List (Bill of Materials) .....00000000 ccc eeteeeees 65
Attachment 6 — Scope of Work and Project Schedule......0.00.00000 cece ceetesteseseeeees 66
Attachment 7 - Additional Construction or Operational Requirements ..............0..0...0.0000 67
Attachment 8 — Standards of Comfort ...0......00000cccceececccec cee eeececee cet teeeeeeeetttseeeeesettsteeeees 68
Attachment 9 - Corporate Resolution, Certificate of Foreign Corporation ..............0.0...0...... 69
Attachment 10 - Substantial Completion .....0.0.......00ccc cece cece ecee eee ee eect tte tttttteeataeees 70
Attachment 11 - Final Acceptance... cect teste tebe tebe tee ccttttttttttieaeeeees 72
Attachment 12 — Customer Change Order Authorization form .....00...000.00.0000cccc ccc cetetteseeees 72

3 ESCO Contract — Nashua Schools & EEI, Inc.