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Finance Committee - Agenda - 10/7/2020 - P118

By dnadmin on Mon, 11/07/2022 - 13:25
Document Date
Fri, 10/02/2020 - 10:52
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 10/07/2020 - 00:00
Page Number
118
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__100720…

EXHIBIT B TO EQUIPMENT LEASE PURCHASE AGREEMENT

PAYMENT SCHEDULE
Principal Amount: $6,671,814
Interest Rate: 3.15%
Rental Payments will be made in accordance with Section 9 and this Payment Schedule.

Rental Total Interest Principal Purchase
Payment Date Rental Payment Portion Portion Price *
10/20/2021 $454,692.94 $210,162.14 $244,530.80 $6,684,374.53
10/20/2022 454,692.94 202,459.42 252,233.52 6,422,051.67
10/20/2023 454,692.94 194,514.06 260,178.88 6,151,465.63
10/20/2024 454,692.94 186,318.43 268,374.51 5,872,356. 14
10/20/2025 454,692.94 177,864.63 276,828.31 5,584,454.70
10/20/2026 454,692.94 169,144.54 285,548.40 5,236,643.17
10/20/2027 454,692.94 160,149.77 294,543.17 4,933,263.70
10/20/2028 454,692.94 150,871.66 303,821.28 4,620,327.78
10/20/2029 454,692.94 141,301.29 313,391.65 4,297 534.38
10/20/2030 454,692.94 131,429.45 323,263.49 3,964,572.99
10/20/2031 454,692.94 121,246.65 333,446.29 3,585,966.77
10/20/2032 454,692.94 110,743.09 343,949.85 3,235,137.93
10/20/2033 454,692.94 99,908.67 354,784.27 2,873,257.97
10/20/2034 454,692.94 88,732.97 365,959.97 2,499,978.80
10/20/2035 454,692.94 77,205.23 377,487.71 2,114,941.34
10/20/2036 454,692.94 65,314.36 389,378.58 1,684,093.32
10/20/2037 454,692.94 53,048.94 401,644.00 1,282,449.32
10/20/2038 454,692.94 40,397.15 414,295.79 868,153.53
10/20/2039 454,692.94 27,346.84 427,346.10 440,807.43
10/20/2040 454,692.94 13,885.51 440,807.43 0.00

Totals $9,.093.858.80 $2,.422.044.80 $6,.671,814.00

CITY OF NASHUA, NEW HAMPSHIRE, ON BEHALF
OF NASHUA SCHOOL DISTRICT

By:
Name:
Title: Mayor

ACCEPTED:
NASHUA SCHOOL DISTRICT

By:
Name: Daniel Donovan
Title: Chief Operating Officer

Lessee’s option to purchase is subject to provisions of Section 31 of the Agreement.

Page Image
Finance Committee - Agenda - 10/7/2020 - P118

Finance Committee - Agenda - 10/7/2020 - P119

By dnadmin on Mon, 11/07/2022 - 13:25
Document Date
Fri, 10/02/2020 - 10:52
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 10/07/2020 - 00:00
Page Number
119
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__100720…

ESCROW AGREEMENT

LESSOR: ESCROW AGENT:
Municipal Leasing Consultants, LLC TMI Trust Company
7 Old Town Lane 901 Summit Avenue
Grand Isle, VT 05458 Fort Worth, TX 76102

Attention: Barbara James, Vice President

LESSEE:

City of Nashua, New Hampshire, on behalf of
Nashua School District

229 Main Street

Nashua, NH 03060

THIS ESCROW AGREEMENT (this “Escrow Agreement’) dated October 20, 2020 is entered into by
andamong Municipal Leasing Consultants, LLC (“Lessor”), the City of Nashua, New Hampshire, on
behalf of Nashua School District (“Lessee”), and TMI Trust Company (the “Escrow Agent’).

Lessor and Lessee have heretofore entered into that certain Equipment Lease Purchase Agreement
dated October 20, 2020 (the “Agreement”). The Agreement contemplates that certain Equipment
de scribe d therein (the “Equipment”) is to be acquired from the vendor(s) or manufacturer(s) thereof.

After acceptance of the Equipment by Lessee, the Equipment is to be leased by Lessor to Lessee
pursuant to the terms of the Agreement.

The Agreement contemplates that Lessor will deliver to the Escrow Agent cash in the amount of
$6,671,814, to be heldin escrow by the Escrow Agent and applied on the express terms and conditions
set forth herein. Such cash, together with all interest and additions received with respect thereto
(hereinafter, the “Escrow Fund”), is to be applied from time to time to pay certain costs of acquiring the
Equipment (a portion of which may, ifrequired, be paid prior to final acceptance of the Equipment by
Lessee and, if requested by Lessee, to pay certain costs of entering into the Agreement).

The parties desire to set forth the terms on which the escrow is to be created and to establish the
rights and responsibilities of the parties hereto.

NOW, THEREFORE, the parties agree as follows:

1. The Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set
forth herein. The Escrow Agent agrees that the Escrow Fund shall be held irrevocably in trust for the
account and benefit of Lessee and Lessor and all interest earned with respect to the Escrow Fund shall
accrue to the benefit of Lessee and shall be applied as expressly set forth herein.

To the limited extent required to perfect the security interest granted by Lessee to Lessor in the cash
and negotiable instruments from time to time comprising the Escrow Fund, Lessor hereby appoints the
Escrow Agent as its security agent, and the Escrow Agent hereby accepts the appointment as security
agent, and agrees to hold physical possession of such cash and negotiable instruments on behalf of
Lessor.

2. On such day as determined to the mutual satisfaction of the parties (the “Commencement
Date”), Lessor shall deliver to the Escrow Agent cash in the amount of $6,671,814 to be held by the
Escrow Agent on the express terms and conditions set forth herein. The Escrow Agent agrees to accept
the funds delivered to the Escrow Fund by Lessor, and further agrees to hold the amount so delivered
together with all interest and other additions received with respect thereto in escrow on the express
terms and conditions set forth herein.

3. The Escrow Agent shall at all times segregate the Escrow Fund into a fund maintained for that
express purpose, which shall be clearly identified on the books and records of the Escrow Agent as

Page Image
Finance Committee - Agenda - 10/7/2020 - P119

Finance Committee - Agenda - 7/6/2022 - P132

By dnadmin on Sun, 11/06/2022 - 21:47
Document Date
Fri, 07/01/2022 - 09:35
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 07/06/2022 - 00:00
Page Number
132
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__070620…

SECTION #1- SPEER

BALANCE OF PRODUCT LINE IS 10% DISCOUNT FROM SPEER LIST PRICE

357 Sig 12 125 TMJ

40 S&W 1 180 gr. TMJ Std

SPEER 53652

ITEM MFG/PART # pers PRICEPER SOU) DELIVERY TIME
ae ROUNDS
357 Sig Lead Free SPEER 53368 1000 415.83 30-180 DAYS
357 Sig 125 gr. JHP SPEER 54234 1000 400.05 30-180 DAYS
357 Sig 125 gr. TMJ-Reduced Lead SPEER 54232 1000 260.55 30-180 DAYS
SPEER 53919 1000 258.49

| 30-180 DAYS

30-180 DAYS

_40 S&W 180 gr. FMI Reduced Lead

SPEER 53880

30-180 DAYS

| 45.230 or. TMJ Std

SPEER 53653

30-180 DAYS

.45 Gr. TMJ, Reduced Lead

45 Auto 230gr TMJ

SPEER 53885

"SPEER 3480

236.0]

30-180 DAYS

30-180 DAYS

9mm 147 gr TMJ

SPEER 53620

191.06

30-180 DAYS

223 55 55 gr. JSP Soft Point

FEDERAL T223A

SECTION #2- FEDERAL BALANCE OF PRODUCT LINE IS 10% DISCOUNT FROM FEDERAL LIST PRICE

ITEM MFG/PART # ‘rans eal SOUNDS DELIVERY TIME
357 Sig 125 gr. FMS Nara 1000 245.49 30-180 DAYS
987 Sig 125 gr. JHP pas7sieTl 1000 366.98 30-180 DAYS _
40 S&W 180 gr. FMJ Std FEDERAL AE40R1| 1000 237.01 30-180 DAYS
40 S&W 180 gr. FMJ Reduced Lead FEDERAL AE40N1| 1000 265.4 30-180 DAYS
40 $8W 180 or. Hydro PAOHSIG. 1000 293.61 30-180 DAYS

30-180 DAYS

.223 55 gr. FMJ

FEDERAL AE223

FEDERAL 9MS5

30-180 DAYS

30-180 DAYS

9mm 147 gr. JHP
9mm 115 gr. FMJ Std FEDERAL AE9DP | 1000 194.41 30-180 DAYS
leu Uist? Ble LSE TS 2S Stel cise FEDERAL AE9N} 1000 209.7 30-180 DAYS

45 230 > gf FMJ, Reduced Lead

__| AE45N1

RFB #05-19

45 230 gr. JHP FEDERAL 45D 1000 333.12 30-180 DAYS
A5 230 gr. FMJ Std FEDERAL AE45A | 1000 287.87 30-180 DAYS
FEDERAL 1000 305.82 30-180 DAYS

FEDERAL 7118 <a 45.566 | 30-180 DAYS_

Page 3

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Finance Committee - Agenda - 7/6/2022 - P132

Finance Committee - Agenda - 10/7/2020 - P120

By dnadmin on Mon, 11/07/2022 - 13:25
Document Date
Fri, 10/02/2020 - 10:52
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 10/07/2020 - 00:00
Page Number
120
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__100720…

being heldin its capacity as Escrow Agent. Securities and other negotiable instruments com prising the
Escrow Fund from time to time shall be held or registeredin the name of the Escrow Agent (or its
nominee). The Escrow Fund shallnot, to the extent permitted by applicable law, be subject to levy or
attachment or lien by or for the benefit of any creditor of any of the parties hereto (except with respect to
the security interest therein held by Lessor).

4. Lessee hereby directsthe Escrow Agent to invest the cash comprising the Escrow Fund from
time to time in Qualified Investments (as hereinafter defined). Interest or other amounts earned and
received by the Escrow Agent with respect to the Escrow Fund shall be heldin and comprise a part of
the Escrow Fund. No investment shall be made that would cause the Agreement to be deemed to be an
arbitrage bond within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended.
For the purpose of this paragraph 4, the term “Qualified Investments” means de posits that comply with
the requirements of New Hampshire RSA 197:23-a, to the extent the same are at the time legal for
investment of the funds being invested.

5. Lessor and Lessee hereby authorize the Escrow Agent to take the following actions with respect
to the Escrow Fund:

a. From time to time, the Escrow Agent shall pay the vendor or manufacturer of the Equipment or
Lessee or other payee upon receipt of the following: (a) a Certificate of Acceptance and Payment Request
in the form attached as Exhibit A to this Escrow Agreement (a “Payment Request”) duly executed by a
Lessee Representative and approved for payment by a Lessor Representative (or its assignee, if any), (b)
(b) the vendor(s) or manufacturer(s) invoice(s) specifying the acquisition price of the Equipment
de scribe din the Payment Request, (c) in the event that certain costs of entering into this Agreement are
de scribe din the Payment Request, invoice(s) or other evidence specifying the amount(s) of such costs,
and (d) any additional documentation required by Lessor. Without limiting the foregoing, Lessor shall
not approve any such payment unless and until Lessee shall have provided to Lessor (i) certificates of
insurance evidencing coverage in accordance with Section 22 of the Agreement and satisfactory to
Lessor, and (1i) payment and performance bonds, each naming Lessor andits successors and assigns as
an additional obligee and issued by a surety company rated “A” or better by AM Best in form and
substance satisfactory to Lessor. A “Lessee Representative” shall be a person designatedin the
Incumbe ncy Certificate attached hereto as Exhibit B-1, or on a subsequent Incumbency Certificate of
Lessee actually received and acknowledged by Lessor and the Escrow Agent. A “Lessor Representative”
shall be a person de signatedin the Certificate of Lessor Representatives attached hereto as Exhibit B-2.

b. Upon receipt of a Payment Re quest for payment of funds from the Escrow Fund, Lessor and the
Escrow Agent are authorized to seek confirmation of such instructions by telephone call-back to any
Lessee Re presentative designated on Exhibit B-1 hereto, and Lessor and the Escrow Agent may rely
upon the confirmations of anyone purporting to be such Lessee Representative. The Escrow Agent shall
confirm any Payment Request by telephone call-back to the person or persons designated for verifying
such draw requests on Exhibit B-2 (such person verifying the request shall be different than the person
initiating the request). Lessor and Lessee hereby confirm that any call-back performed by the Escrow
Agent to verify a disbursement instruction pursuant to a Payment Request submitted pursuant to this
Section before release shall be made to Lessor only and the Escrow Agent shall have no obligation to
call-back Lessee.

c. The persons and telephone numbers for call-backs may be changed only in writing actually
received and acknowledged by Lessor and the Escrow Agent. The parties to this Escrow Agreement
acknowledge that such security procedure is commercially reasonable.

d. Itis understood that Lessor, the Escrow Agent and the beneficiary’s bankin any funds transfer
may rely solely upon any account numbers or similar identifying number provided by any party hereto
to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank.

e. Inthe event that Lessor provides to the Escrow Agent written notice of the occurrence of an

Event of Default or a nonappropriation by Lessee under the Agreement, the Escrow Agent shall
thereupon promptly remit to Lessor the entire balance of the Escrow Fund.

-2-

Page Image
Finance Committee - Agenda - 10/7/2020 - P120

Finance Committee - Agenda - 10/7/2020 - P121

By dnadmin on Mon, 11/07/2022 - 13:25
Document Date
Fri, 10/02/2020 - 10:52
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 10/07/2020 - 00:00
Page Number
121
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__100720…

f. Upon receipt by the Escrow Agent of a duly executed Certificate of Acceptance and Payment
Re quest identified as the final such request, the remaining monies in the Escrow Fund shall, first be
applied to all reasonable fees and expenses incurred by the Escrow Agent, if applicable, in connection
herewith as evidenced by its statement forwarded to Lessor and Lessee; and, second be paid to Lessor,
for application against the outstanding principal components of Rental Payments (as definedin the
Agreement), including prepayment of Rental Payments under the Agreement, as provided therein,
unless Lessor directs that payment of such amount be made in such other manner directed by Lessor
that, in the opinion of nationally recognized counsel in the area of tax-exempt municipal obligations
satisfactory to Lessor, will not adversely affect the exclusion of the interest com ponents of Rental
Payments from gross income for federal income tax purposes. If any such amount is used to prepay
principal, the Payment Schedule attached to the Agreement will be revised accordingly as specified by
Lessor.

6. The reasonable fees and expenses of the Escrow Agent incurredin connection herewith shall be
the responsibility of Lessor and are herein defined as the sum of $1,500, for escrow services as
described herein; plus any extraordinary expenses incurred by the Escrow Agent at the request of
Lessor or Lessee.

7. The Escrow Agent shall have no liability for acting upon any written instruction presented by
Lessee and Lessor in connection with this Escrow Agreement which the Escrow Agent in good faith
believes to be genuine. Furthermore, the Escrow Agent shall not be liable for any act or omission in
connection with this Escrow Agreement except for its own gross negligence, willful misconduct or bad
faith. The Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund asa
result of the investment decisions made pursuant to Section 4 in Qualified Investments at the direction
of Lessee.

8. Tothe extent authorized by law, Lessee hereby agrees to indemnify and save the Escrow Agent
harmless against any liabilities which it may incurin the exercise and performance ofits powers and
duties hereunder and which are not due to the Escrow Agent’s gross negligence or willful misconduct.
No indemnification will be made under this Section or elsewhere in this Escrow Agreement for damages
arising solely out of gross negligence, willful misconduct or bad faith by the Escrow Agent, its officers,
agents, employees, successors or assigns.

9. The Escrow Agent may at any time resign by giving at least 30 days’ prior written notice to
Lessee and Lessor, but such resignation shallnot take effect until the appointment of the successor
Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this
Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, the Escrow Agent
may be removed at any time, with or without cause, by instrument in writing executed by Lessor and
Lessee. Such notice shall set forth the effective date of the removal. In the event of any resignation or
removal of the Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing
executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such
appointment by an instrument in writing delivered to Lessor, Lessee and the predecessor Escrow Agent.

Upon the effective date of resignation or removal, the Escrow Agent will transfer the Escrow Fund
then held by it to the successor Escrow Agent selected by Lessor and Lessee.

10. This Escrow Agreement and the Escrow Fund established hereunder shall terminate upon
receipt by the Escrow Agent of the written notice from Lessor specifiedin Section 5(b) or Section 5(c)
hereof.

11. All notices hereunder shall be in writing, sent by certified mail, return receipt requested, or by
mutually recognized overnight carrier addressed to the other party at its respective address shown on
page 1 of this Escrow Agreement or to such other address as such party shall from time to time
designate in writing to the other parties hereto; and shall be effective on the date or receipt.

12. This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties hereto

and their respective successors andassigns. No rights or obligations of the Escrow Agent under this
Escrow Agreement may be assigned without the prior written consent of Lessor and Lessee.

—3-

Page Image
Finance Committee - Agenda - 10/7/2020 - P121

Finance Committee - Agenda - 10/7/2020 - P122

By dnadmin on Mon, 11/07/2022 - 13:25
Document Date
Fri, 10/02/2020 - 10:52
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 10/07/2020 - 00:00
Page Number
122
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__100720…

13. This Escrow Agreement constitutes the entire agreement be tween the parties hereto with respect
to the subject matter hereof, and no waiver, consent, modification or change of terms hereof shall bind
any party unless in writing signed by all parties.

14. The Escrow Agent may employ agents, attorneys and accountants in connection with its duties
hereunder and shall not be liable for any action taken or omitted in good faith in accordance with the
advice of counsel, accountants or other skilled persons.

15. This Escrow Agreement shall be governed by and be construed and interpreted in accordance
with the internal laws of the State of New Hampshire.

16. This Escrow Agreement may be executedin several counterparts, and each counterpart so
exe cuted will be an original. In addition, the parties agree that the transaction described herein may be
conducted and related documents may be received, sent or stored by electronic means. Copies,
telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be
deemed to be authentic and valid counterparts of such original documents for all purposes, including
the filing of any claim, action or suit in the appropriate court of law.

17. The parties acknowledge that in order to help the United States government fight the funding of
terrorism and money laundering activities, pursuant to Federal regulations that became effective on
October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial institutions are required to obtain,
verify, record and update information that identifies each person establishing a relationship or opening
an account. The parties to this Escrow Agreement agree that they will provide to the Escrow Agent such
information as it may request, from time to time, in order for the Escrow Agent to satisfy the
requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification
number and other information that will allow it to identify the individual or entity who is establishing
the relationship or opening the account and may also ask for formation documents such as articles of
incorporation or other identifying documents to be provided.

[Signature page follows. ]

Page Image
Finance Committee - Agenda - 10/7/2020 - P122

Finance Committee - Agenda - 10/7/2020 - P123

By dnadmin on Mon, 11/07/2022 - 13:25
Document Date
Fri, 10/02/2020 - 10:52
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 10/07/2020 - 00:00
Page Number
123
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__100720…

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed
as of the day and year first above set forth.

LESSOR: MUNICIPAL LEASING CONSULTANTS, LLC
By:
Name:
Title:
LESSEE: CITY OF NASHUA, NEW HAMPSHIRE, ON BEHALF OF

NASHUA SCHOOL DISTRICT

By:
Name:
Title: Mayor

ACCEPTED:
NASHUA SCHOOL DISTRICT

By:
Name: Daniel Donovan
Title: Chief Operating Officer

ESCROW AGENT: TMI TRUST COMPANY

By:
Name: Barbara James
Title: Vice President

Page Image
Finance Committee - Agenda - 10/7/2020 - P123

Finance Committee - Agenda - 10/7/2020 - P124

By dnadmin on Mon, 11/07/2022 - 13:25
Document Date
Fri, 10/02/2020 - 10:52
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 10/07/2020 - 00:00
Page Number
124
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__100720…

EXHIBIT A TO ESCROW AGREEMENT

CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST

TMI Trust Company (the “Escrow Agent”), as escrow agent under that certain Escrow Agreement
dated October 20, 2020 (the “Escrow Agreement”), by and among the City of Nashua, New Hampshire,
on behalf of Nashua School District (“Lessee”), Municipal Leasing Consultants, LLC (“Lessor”) and the
Escrow Agent, is hereby requested to pay from the Escrow Fund established and maintained
thereunder, the amount set forth below to the named payee(s). The amount shown is due and payable
under a purchase order or contract (or has been paid by and not previously reimbursed to Lessee). The
equipment and costs described below are (i) part or all of the Equipment listedin the Equipment
Schedule to that certain Equipment Lease Purchase Agreement dated October 20, 2020 (the
“Agreement”), between Lessor and Lessee, or (ii) costs incurredin entering into the Agreement:

DESCRIPTION OF

COST PAID OR
FINANCING COST AMOUNT PAYEE

Lessee hereby certifies and represents to and agrees with Lessor as follows with respect to the
Equipment described above: (i) the amount to be disbursedis not being paidin advance of the time, if
any, fixed for any payment, and does not include any retained percentage entitled to be retained by
Lessee at this time; (ii) no amount requested to be disbursed was includedin any payment request
previously filed with the Escrow Agent for which payment was actually made by the Escrow Agent; (iii)
Lessee has made such investigation of such sources of information as are deemed necessary and is of
the opinion that the applicable portion of the Equipment andrelated work has been fully paid for, and
no claim or claims exist against the Lessee or any Vendor out of which a lien based on furnishing labor
or material exists or might arise; (iv) acquisition and installation of the applicable portion of the
Equipment for which paymentis being requested has been completed in accordance with plans and
specifications approved by the Lessee andin accordance with the terms and conditions of the Energy
Performance Contract dated __ , 2020, between Lessee and Energy Efficient Investments, Inc. (the
“Contract”), and said applicable portion of the Equipment is suitable and sufficient for the expected uses
thereof, however, this statement is made without prejudice to any rights against third parties which
existat the date hereof or which may subsequently come into being; (v) the amount remaining in the
Escrow Fund will, after payment of the amount requested, be sufficient to pay the remaining costs of
the Equipment; (vi) a present need exists for such Equipment which needis not temporary or expected
to diminish in the near future; (vii) such Equipment is essential to and will be used by Lessee only for
the purpose of performing one or more governmental functions of Lessee consistent with the permissible
scope of Lessee’s authority; (viii) the estimated useful life of such Equipment based upon the
manufacturer’s representations and Lessee’s projected needs is not less than the term of lease with
respect to such Equipment; (ix) Lessee has conducted such inspection and/or testing of such
Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts such
Equipment for all purposes as of the date of this Certificate; (x) such Equipment is covered by insurance
in the types and amounts required by the Agreement; (xi) no Event of Default or nonappropriation, as
such terms are definedin the Agreement, and no event which with the giving of notice or lapse of time
or both, would become an Event of Default or nonappropriation, has occurred andis continuing on the
date hereof; and (xii) sufficient funds have been appropriated by Lessee for the payment of all rental
payments due under the Agreement during Lessee’s current fiscal year.

Based on the foregoing, Lessor is hereby authorized and directed to fund the acquisition of the
Equipment set forth in the Agreement by paying, or causing to be paid, the manufacturer(s) /vendor/(s),
Lessee or other payee(s) the amounts set forth on the attached invoices from the Escrow Fund held
under the Escrow Agreement in accordance with its terms.

Page Image
Finance Committee - Agenda - 10/7/2020 - P124

Finance Committee - Agenda - 10/7/2020 - P125

By dnadmin on Mon, 11/07/2022 - 13:25
Document Date
Fri, 10/02/2020 - 10:52
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 10/07/2020 - 00:00
Page Number
125
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__100720…

The following documents are attached hereto and made a part hereof: (a) invoice(s) for costs being

paid; (b) current IRS Form W-9 for the payee (unless such IRS Form W-9 has been previously submitted
to the Escrow Agent); and (c) lien waivers, if applicable.

IF REQUEST IS FOR REIMBURSEMENT, CHECK HERE (]. Lessee paid an invoice prior to the
commencement date identified in the Equipment Schedule and is requesting reimbursement for such
payment. A copy of evidence of such payment together with a copy of Lessee’s Declaration of Official
Intent and other evidence required by Lessor prior to Lessor’s approval hereof that Lessee has satisfied
the requirements for reimbursement set forth in Treas. Reg. 1.150-2 is hereby attached. Lessor’s
approval hereof shall evidence that Lessee has delivered to Lessor such required documentation.

IF REQUEST IS FINAL REQUEST, CHECK HERE OH. Lessee hereby certifies that (a) all of the
Equipment describedin the Agreement has been received in good condition and has been installedin
accordance with the Contract; (b) such Equipment is accepted “AS-IS, WHERE-IS”; (c) Lessee has
inspected the Equipment, and determined that it is in good working order and complies with all
purchase orders, contracts and specifications; (d) Lessee has fully and satisfactorily performed all
covenants and conditions to be performed by it as of this date under the Agreement with regard to such
Equipment; (e) Lessee waives any right to revoke its acceptance; and (f) the Equipment is fully insured
in accordance with Section 22 of the Agreement. This certificate is made without prejudice to any rights
against third parties which may exist as of the date hereof or which may subsequently come into being.

Date: , 20

Approved for Payment:

CAPITAL ONE PUBLIC FUNDING, LLC CITY OF NASHUA, NEW HAMPSHIRE, ON
(assignee of MUNICIPAL LEASING BEHALF OF NASHUA SCHOOL DISTRICT,
CONSULTANTS, LLC), as Lessor as Lessee

By: By:

Name: Name:

Title: Title:

Page Image
Finance Committee - Agenda - 10/7/2020 - P125

Finance Committee - Agenda - 10/7/2020 - P126

By dnadmin on Mon, 11/07/2022 - 13:25
Document Date
Fri, 10/02/2020 - 10:52
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 10/07/2020 - 00:00
Page Number
126
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__100720…

EXHIBIT B-1 To ESCROW AGREEMENT
INCUMBENCY CERTIFICATE REGARDING LESSEE REPRESENTATIVES

$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 officer of the City of Nashua, New Hampshire, on behalf of Nashua School
District (“Lessee”) hereby certifies that the persons listed below are each designated as an authorized
representative of Lessee for the Escrow Agreement dated October 20, 2020 (the “Escrow Agreement’),
among Lessee, Municipal Leasing Consultants, LLC and TMI Trust Company, as escrow agent (the
“Escrow Agent”), including but not limited to initiating and approving transactions under the Escrow
Agreement and confirming such approvals through call-backs from Lessor and the Escrow Agent
relating thereto, allon behalf of Lessee. Each such person is the current holder of the office or title
indicated, and the signature set forth opposite the name of each such authorized re presentative is the
true and correct specimen of such person’s signature:

Name/Title /Telephone /Email Specimen Signature
Name Signature
Title
Telephone#
Email Address
Name/Title /Telephone /Email Specimen Signature
Name Signature
Title

Telephone #

Email Address

Dated: October 20, 2020.
CITY OF NASHUA, NEW HAMPSHIRE, ON BEHALF OF

NASHUA SCHOOL DISTRICT

By:
Name:

Title:

(To be signed by someone other than signatories
listed above.)

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