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
From: Cookson, Mark
Sent: Tuesday, August 09, 2016 4:07 PM
To: McCarthy, Brian; ©
Ce: Lovering, Susan
Subject: FW: RE: RE: Time sensitive legislation
Ald McCarthy,
In light of the recent RTK concerns with the Board of Education as reported by the Nashua Telegraph, the fact that one of
my colleagues has accused me of violating the RTK law and the absence of any response from you or Corporation
Counse! I would ask that the following communication be accepted and placed on file under suspension of rules this
evening.
Please let me know if you have any questions or comments.
Regards,
Ald Cookson
From: Cookson, Mark
Sent: Wednesday, July 20, 2016 5:08 PM
To: McGuinness, Sean; Brian.McCarthy@netapp.com; Lovering, Susan; BenMClemons@gmail.com;
aldermanmoriarty@gmail.com; ddeane0S5@gmail.com; urbannod@hotmail.com; Gedziun, Patricia;
junecaronward7@yahoo.com; loriwilshire@yahoo.com; melizzigolja@gmail.com; O'Brien, Michael (Alderman);
OBNFD@comcast.net; Schoneman, David; Siegel, Ken; tomlopezward4@gmail.com; McCarthy, Brian; Moriarty, Daniel;
Deane, David; LeBrun, Don; Wilshire, Lori; Melizzigolja, Mary; Dowd, Richard; Lopez, Thomas
Subject: RE: RE: Time sensitive legislation
Ald Dowd,
| appreciate your concern.
I don't believe my response violates the Right-to-Know but am certain if it does | will be notified by Corporation Council; in
the instance it does | am happy to have this correspondence submitted as a communication at our next meeting.
In fact, | was simply replying in a manner which Ald McCarthy's suggested in the final sentence of his original
correspondence.
Let me copy and paste it here for your convenience:
“If you respond with thoughts in this regard, please limit them to the process and not the substance of the matter."
That is what | did with my response. | did not discuss any aspect of the legislation itself - pro or con; | discussed the
process to send to a committee without it having a first reading.
if you read my first sentence | did speak with Ald McCarthy last evening but thought it important | voice my opinion to his
original distribution list.
Kindest Regards,
Aid Cookson
~------ Original Message -------
On 2016/7/20 3:23 PM Dowd, Richard A (US) wrote:
City of Nashua
Purchasing Department
Administrative Services Division
229 Main Street - Nashua, NH 03060
June 28, 2022
Memo #23-294
TO: Mayor Donchess
Finance Committee
SUBJECT: Landscaping in the amount not to exceed $13,000 funded from 54280 Building/Grounds
Maintenance/General Fund
Please see attached communications from Jennifer McCormack, Director of Nashua Public Library, dated
June 23, 2022 for project specific details related to this purchase. Below please find a summary of the
purchase approval request:
Item:
Value:
Vendor:
Department:
Source Fund:
Ordinance:
A competitive bidding IFB for this project was issued on 5/10/2022 and the following proposals/bids were
Routine Landscaping & Grounds Maintenance at the Nashua Public Library
$6,500 per year for 2 years to total $13,000
Greener Tomorrow
179 Library
54280 Building/Grounds Maintenance/ General Fund
Pursuant to § 5-78 Major purchases (greater than $25,000) A. All supplies and
contractual services, except as otherwise provided herein, when the estimated
cost thereof shall exceed $25,000 shall be purchased by formal, written contract
from the lowest responsible bidder, after due notice inviting bids.
received:
Vendor Location Amount | Note
Greener Tomorrow | Merrimack, NH | $13,000 | Due to the significant difference in cost of the bids
received a meeting was held with the winning bidder
to ensure they met the requirements of our
definition of a responsible vendor.
Doty Group Hollis, NH $50,500
We recommend this project be awarded to the lowest total cost vendor who met the IFB specified
requirements. The Nashua Public Library, and the Purchasing Department respectfully request your
approval of this contract.
Regards,
Kelly Parkinson
Purchasing Manager
Ce: J McCormack
J Graziano
(603) 589-3330
Fax (603) 594-3233
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
