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FEI

SYSTEMS SUPPORT AGREEMENT Se

CUSTOMER: Nashua School District Building or System or Node:
ADDRESS: Nashua North High School
City, State, ZIP Nashua South High School

Contact Name: EPC M&V Continuing Service

Email: Phone:

Systems Support will be provided at the following location(s):

Building Name Node EMS System Manufacturer Age/Version
1. Nashua North HS 1 Control Technologies - Distech 5
2. Nashua SouthHS 1 Control Technologies — Distech 5
3.
4.
5

Energy Efficient Investments, Inc. agrees to provide the following Systems Support Services:

><] ESA Guaranteed Savings M&V L] EMS Analytic Systems Support Services

[Xx] Standard — Annual Report [_] Standard — Monthly Reports via Email
><] Quarterly Reports [-] Quarterly Reports
] Monthly Reports [_] Monthly Reports
[_] Weekly Reports [_] Weekly Reports

Additional Options Offered:
[1] Monthly Report Review with Consultant [1] Monthly Report Review with Consuttant
[Xx] Preparation of M&V Reports [_] Energy Savings Analysis
C [-] Custom Rules (Defined in Attachment C)

Reference ESA with Guarantee:

Systems Integration to Other Third Party Data Sources (Define in Appendix C)
[_] Work Order System:

[_] Space Management System:
C1 Other:

TERM OF THE AGREEMENT
M&V Agreement Year 2 through year 5, this agreement is renewable annually thereafter until the end of the Finance Term

Term of this Agreement Start Date:__ TBD through End Date:___ TBD

EMS Analytics Agreement Start Date: through End Date:

(See Appendix “A” Level of Coverage, Appendix “B” List of Covered Equipment and Appendix “C” Additional Services and Provisions as applicable)

Energy Efficient Investments, Inc. ASSA Contract Version: 10/0819

FEI

NERGY EFFICIENT INVESTMENTS. INC

Termsand Payment:

This Agreement shall begin on xx/xx/xx and shallcontinue until x</xx/xx and will be renewable

for up to 3 year term thereafter until terminated in accordance with the general conditions as

stated on reverse side.

See Attachment B for breakout pricing. Payment will be made quarterly and due within thirty (30) days of invoice date.

This Agreement along with all attachments and general conditions constitutes the entire Agreement between the parties and

shall become a valid contract after written signature of acceptance by both parties and credit approval by Energy Efficient
Investments, Inc. This Agreement supersedes all prior presentations and Agreements not incorporated herein.

Contract Extension Provision.

Contract can be extended wth the same provisions wth a 3% annual escalation of cost.

Customer Authorized Representative: Energy Efficient Investments, Inc.
Proposedby:

Contract Reference: Date:

Signature:

Title:

Date:

M&¥V SSA EEI Nashua 012720

12.

GENERAL CONDITIONS 5 EE]

NERGY EFFICIENT INVESTMENTS. INC

This agreement applies only to equipment installed prior to effective date of this agreement and
as described in this agreement. Normal working hours (7 a.m. to 3:30 p.m.; Monday through
Friday, excluding holidays) will apply to all services, unless otherwise agreed toherein.

This agreement assumes the systems covered to be in maintainable condition. If repairs are found necessary upon initial inspection
or initial seasonal start-up, repair charges will be submitted for approval. Should these restoration charges be declined, those non
maintainable items willbe eliminated fromthe program and the agreement price adjusted accordingly.

ft is agreed that the customer shall provide reasonable means of access to all devices which are to be maintained. Normal operation
such as Starting, stopping and resetting of the listed equipment is not included in this program. How ever, Energy Efficient Investments,
Inc. shall be permitted to start and stop all equipment incidental to the operation of the mechanical system.

lf the system is modified, changed or altered, or if any equipment is added, or if the systemis removed within the premises or to other
premises, Energy Efficient Investments, Inc., at its sole option, reserves the right to terminate or re-negotiate this agreement based
on the condition of the system after the changes have been made.

tt is agreed that the contract price shall be adjusted yearly after the initial term; such adjustments shall be consistent w ith Energy
Efficient Investments, Inc. increases in subject contract labor and material costs. This agreement may be terminated after its initial
term or any subsequent anniversary by either party by giving written notice to the other party a minimum of 30 days prior to the
anniversary date.

Energy Efficient Investments, Inc. shall not, under any circumstances, be liable for injury to persons or damage to property unless
such injury or damage is caused directly by a negligent act of omission or commission by Energy Efficient Investments, Inc.’ agents,
employees or subcontractors.

Energy Efficient Investments, Inc. and Customer assume the non-occurrence of the following contingencies which, w ithout limitation,
might render performance by Energy Efficient Investments, Inc. impractical: strikes, fires, war, acts of God, late or non-delivery by
suppliers of Energy Efficient Investments, Inc., and all other contingencies beyond the reasonable control of Energy Efficient
Investments, Inc. Under no circumstances shall Energy Efficient Investments, Inc. be liable for any special or consequential damages
whether based upon lost goodw ill, lost profits, work stoppage, impairment of other goods or otherwise; and whether arising out of
breach of warranty, breach of contract, negligence or otherwise, except only in the case of personal injury where applicable law
requires such liability. But in no event shall Energy Efficient Investments, Inc.’s liability exceed the purchase price paid under this
contract.

The Customer shall pay Energy Efficient Investments, Inc., in addition to the contract price, the amount of all present and future taxes
or any other government charge now or hereafter imposed by existent or future laws with respect to the transfer, use, ownership or
possession of equipment to which this agreement relates, exclusive of ordinary personal property taxes assessed against Energy
Efficient Investments, Inc.

Energy Efficient Investments, Inc. shall not be held responsible or liable w hatsoever for the indoor air quality of the Customer’s Facility.

In the event Energy Efficient Investments, Inc. is required to make any repairs and/or replacement and/or emergency calls occasioned
by improper operation or misuse of equipment covered by this agreement or any cause beyond the control of Energy Efficient
Investments, Inc., the customer shall reimburse Energy Efficient Investments, Inc. for expenses incurred in making repairs and/or
replacements and/or emergency calls in accordance with the contracted rates for performing such service.

lf equipment becomes non-repairable due to unavailability of replacement parts, Energy Efficient Investments, Inc., at its option, may
remove the equipment from the contract and will not be required to maintain or service such equipment as a part of this agreement.
How ever, Energy Efficient Investments, Inc. will assist the owner in replacing the equipment at an additional cost.

If Customerchooses not to continue with this agreement before the term of any Energy Savings Guarantee Energy Efficient
Investments, Inc. willno longer be responsible for the Measurement and Verification required underthe associated Energy
Services Agreement, and will no longer be responsible for any shortfalls that may occur.

The price quoted is valid for thirty (30) days fromthe proposal date. Energy Efficient Investments, Inc., at its option, reserves the right
to not accept this Agreement if it is signed by the Customer after this thirty (30) day period.

Energy Efficient Investments, Inc. reserves the right to discontinue this Systems Support Agreement at any time, without notice, if
payments as agreed to have not been received by Energy Efficient Investments, Inc.

M&¥V SSA EEI Nashua 012720

FEI

ATTACHMENT “A” — Definition of Coverage
ESA Guaranteed Savings M&V

This item is selected when there is an associated Guaranteed EnergySavings Project andis covered under a signed ESA
between Energy Efficient Investments, Inc. and the Customer. This is an Agreement that follows the M&V during
construction through the Warrantee period of 1 year. The M&V can also have the added component of EMS Analytics
which would be highlighted below in thatselection boxwith appropriate options selected. This Agreement is renewable
after the first3 year term. Escalation ofcostwill be limited to 3% annually thereafter. /fthis Agreement is not renewed it
could result in the cancelation ofthe Energy Savings Guarantee.

L) Review with a Consultant

Preparing M&V Reports involve compilingenergybills, changes in building usage, weather data and other factors. The
M&V Agreementin the ESA requires an annualreportto the Customer. Ifthe Customer would like to be more proactive
and gain a better understanding of interpreting the res ults we can as an added Serwcce increase the frequency ofthe Report
Review with a Consultant.

C1) EMS Analytics System Support
This is an added serve that can help EEI and the Customer better understand and track how a building is performing.
This service can be a standalone service or selected in conjunction with an Energy Savings Guarantee M&V Agreement.
The EMS Analytics reviews every point of contact in your EMS System againstan established setofrules on. This is done
on a Customer Selected periodic basis. EEl prepares a report ofthe findings that includes an Executive Summary, Top
Ten Current Issues, andtracks the resolved issues on an annual basis. The full data files can be made available for service
and technical support as needed.

C Review with an Analvtics Consul

To gain maximum value ofthe investment in EMS Analytics it is recommended that at least for a period of time
you engage an EE! Consultantto help interpret and review the reports when produced. This service canbe phased
out of the Agreementwithout affecting the other items selected. EnergyEfficient Investments, Inc. will arrange a
conference call, there can be an unlimited number of participants. Participants can include EMS Contractors,
Executive Management, Facilities Managementor other. The Conference call should last about 1 half hour. This
is an opportunityfor understanding the results and assigning action items for corrective action. This is an effort to
maximize the value of a Customers EMS investment.

O Energy Savings Calculations

Much like the Review with the Analytic Consultant, we can add Utility Approved Energy Savings Calculation to
each proposed improvement, or provide a value for not addressing the problem based on energy waste. These
calculations will be added to the periodic EMS Analytic Report.

OC Custom Rules

Energy Efficient Investments, Inc. has developed a “Standard Setof Rules” by building type, should a Customer
or their EMS Vendor need special “Rules” EE! will provide that as a one-time fee and include these added rules
in the periodic EMS Analytic Report going forward.

L] Systems Integration to Other Third Part Data Sources

Energy Efficient Investments, Inc. has the capabilityto integrate to other third party software. The information taken from
that software can be used to add information to the EMS Analytics. This service will be provided on a quoted basis and
added to the EMS Service

Define Integration:

Energy Efficient Investments, Inc. ASSA Contract Version: 10/0819

ATTACHMENT “B” — Extended Price Detail

List BUILDING NAME/NODE AND SERVICE

FREQUENCY/ TERM
(START & COMPLETION)

Cost oF ANNUAL
ANALYTICS SYSTEM
SUPPORT AGREEM ENT

Nashua North High School

Setup — Data Acquisition cost

Covered in Base EPC

Reporting Prepared Monthly Reviewed

Quarterly with Final Annual

Report Per Contract
Consulting $145/hr Not Included
Energy Calculations Not Included
Custom Rules Not Included
Integration to Other 3 Party Software Not Included
Other N/A
Sub-Total:

Nashua South High School
Setup — Data Acquisition cost Covered in Base EPC Covered in Base EPC $0
Reporting Prepared Monthly Reviewed

Quarterly with Final Annual

Report

Consulting N/A
Energy Calculations Included in M&V
Custom Rules None
Integration to Other 3" Party Software N/A

Other

Sub-Total:

List Exclusions:

Contract Total:

Energy Efficient Investments, Inc.

ASSA Contract Version: 10/0819

ATTACHMENT “C” — ADDITIONAL SERVICES &
PROVISIONS

DESCRIPTION OF ADDITIONAL SERVICES & COVERED EQUIPMENT

No additional services proposed at this time.

M&V SSA EEI Nashua 012720

Document
Number

1.

10.

11.

Gilmore & Bell, P.C.
September 16, 2020
$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

CLOSING DATE: OCTOBER 20, 2020

LIST OF CLOSING DOCUMENTS

Equipment Lease Purchase Agreement, with the following exhibits attached:

Exhibit A: Equipment Schedule.
Exhibit B: Payment Schedule.

Escrow Agreement, with the following exhibits attached:

Exhibit A: Certificate of Acceptance and Payment Request.

Exhibit B-1: Incumbency Certificate regarding Lessee Representatives.

Exhibit B-2: Authorized Lessor Representatives.

Federal Tax Agreement, with the following exhibits attached:

Exhibit A: Amortization Schedule and Calculation of Weighted Average Maturity and

Yield on the Agreement.
Exhibit B: IRS Form 8038-G.

Exhibit C: Description of Equipment Comprising the Financed Assets and Benefitted
Facilities.

Exhibit D: Sample Annual Compliance Checklist.

Exhibit E: Certificate of Lender.

Lessee’s Closing Certificate, with the following exhibits attached:
Exhibit A-1: Evidence of authorization from the City of Nashua.
Exhibit A-2: Evidence of authorization from Nashua School District.
Exhibit B: List of Outstanding Obligations (since June 30, 2019).
Essential Use Certificate.

Opinion of Lessee's Counsel.

Opinion of Special Tax Counsel.

Evidence of Insurance.

Energy Performance Contract.

Payment and Performance Bonds, together with Dual Obligee Rider naming Lessor as
additional obligee.

Notice of Assignment; Assignment.

Document

Number
12. UCC-1 Financing Statements:
A. Respecting the Equipment.
B. Respecting the Assignment.
13. Lender Certificate from Capital One Public Funding, LLC, together with related
correspondence to Lessee.
14. Form W-9 from the City of Nashua, New Hampshire.

# # #

EQUIPMENT LEASE PURCHASE AGREEMENT

THIS EQUIPMENT LEASE PURCHASE AGREEMENT (the “Agreement’), is dated as of October 20, 2020,
be tween MUNICIPAL LEASING CONSULTANTS, LLC, a limited liability company organized and existing
under the laws of the State of Vermont, as Lessor (“Lessor”), and the CITY OF NASHUA, NEW
HAM PSHIRE, ON BEHALF OF NASHUA SCHOOL DISTRICT, a political subdivision existing under the
laws of the State of New Hampshire, as Lessee (“Lessee”), wherein the parties hereby agree as follows:

Section 1. Definitions. The following terms will have the meanings indicated below unless the context
clearly requires otherwise:

“Agreement” means this Equipment Lease Purchase Agreement and any other schedule, exhibit or
escrow agreement made a part hereof by the parties hereto, together with any amendments to this
Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commencement Date” is the date when the term of this Agreement and Lessee’s obligation to pay rent
commences, which date will be the earlier of (i) the date on which the Equipmentis accepted by Lessee in
the manner described in Section 13, or (ii) the date on which sufficient moneys to purchase the
Equipment are deposited for that purpose with an escrow agent.

“Equipment” means the property described on the Equipment Schedule attached hereto as Exhibit A,
andallreplacements, substitutions, repairs, restorations, modifications, attachments, accessions,
additions and improvements thereof or thereto and all insurance and/or proceeds therefrom.
“Event of Default” means an Event of Default described in Section 35.

“Issuance Year” is the calendar year in which the Commencement Date occurs.

“Lease Term” means the Original Term and all Renewal Terms, but ending on the occurrence of the
earliest event specified in Section 6.

“Lessee” means the entity described as such in the first paragraph of this Agreement, its successors and
its assigns.

“Lessor” means the entity described as such in the first paragraph of this Agreement, its successors and
its assigns.

“M aximum Lease Term” means the Original Term and all Renewal Terms through the Renewal Term
including the last Rental Payment Date set forth on the Payment Schedule.

“Net Proceeds” means the amount remaining from the gross proceeds of any insurance claim or
condemnation award after deducting all expenses (including attorneys’ fees) incurredin the collection of

such claim or award.

“Original Term” means the period from the Commencement Date until the end of the fiscal year of Lessee
in effect at the Commencement Date.

“Payment Schedule” means the schedule of Rental Payments and Purchase Price set forth on Exhibit B.

“Purchase Price” means the amount set forth on the Payment Schedule that Lessee may, at its option,
pay to Lessor to purchase the Equipment.

“Renewal Terms” means the optional renewal terms of this Agreement, each having a duration of one
year anda term co-extensive with Lessee’s fiscal year.

“Rental Payment Dates” means the dates set forth on the Payment Schedule on which Rental Payments
are due.