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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and authorizing the execution thereof has not been altered or rescinded.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.

(10) The correct billing address for Rental Payments is as follows:

Nashua School District

141 Ledge Street

Nashua, NH 03060

Attention: Chief Operating Officer

Dated: October 20, 2020.

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

EXHIBIT A-1 TO
LESSEE’S CLOSING CERTIFICATE

COPY OF AUTHORIZATION DOCUMENT FROM THE
CITY OF NASHUA, NEW HAMPSHIRE
(per Section 3)

[Please prouide. Attached is a form of resolution for
adoption if no resolution previously adopted.]

RESOLUTION

The undersigned, being the officer identified below of the City of Nashua, New Hampshire (the
“City”), hereby certifies that the following is a true and correct copy of a resolution adopted by the
governing body of the City at a meeting duly held on October 13, 2020.

kK kK Kk *

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 andin the best interest of the City of Nashua, New
Hampshire, on behalf of Nashua School District, as lessee, to enterinto 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 GOVERNING BODY 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 (or its designee) 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 presented to this meeting, 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 presented to this
meeting, andthe Energy Contract is hereby authorized to be executed and delivered.

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 Equipmentis 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 governing body of the City.

PASSED AND ADOPTED by the governing body of the City of Nashua, NewHampshire, this 13%
day of October, 2020.

CITY OF NASHUA, NEW HAMPSHIRE

By:
Name:

Title:

(To be signed by someone other than officer of the
City that signed the Agreement and the Escrow

Agreement.)

EXHIBIT A-2 TO
LESSEE’S CLOSING CERTIFICATE

COPY OF AUTHORIZATION DOCUMENT FROM
NASHUA SCHOOL DISTRICT
(per Section 3)

[Please proude evidence of authorization of the Agreement
by the governing body of Nashua School District.]

Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen

From: Mayor Jim Donchess

Date: June 28, 2022

Re: Multi-Year Contract Award — Landscaping

Pursuant to NRO: § 5-74/B: A contract that extends from the current fiscal year into succeeding
fiscal year(s) in which no funds have been appropriated nor otherwise designated for this purpose
shall be approved by the full Board of Aldermen before the contract shall become binding on the

City.

The Finance Committee has approved and placed on file the notification of the award of the
referenced contract at the July 6, 2022 meeting and as such | am requesting the full Board of
Alderman approve the following contract:

Item: Routine Landscaping & Grounds Maintenance at the Nashua Public
Library
Value: $6,500 per year for 2 years to total $13,000
Vendor: Greener Tomorrow
Purchasing Memo#: 23-294 dated June 28, 2022
Contract Term: 2 years
Thank you.

229 Main Street * PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNH. gov
www.NashuaNH. gov

EXHIBIT B TO
LESSEE’S CLOSING CERTIFICATE

LIST OF OUTSTANDING OBLIGATIONS SINCE JUNE 30, 2019
(DATE OF LESSEE’S LAST AUDITED FINANCIAL STATEMENTS)
(per Section 9)

Please list all direct or contingent bond debt, lease, installment purchase or loan obligations (including
estimated outstanding principal amount) that Lessee has entered into since June 30, 2019. If this
statement is not applicable, please state “None.”

ESSENTIAL USE CERTIFICATE

October 20, 2020

Municipal Leasing Consultants, LLC
7 Old Town Lane
Grand Isle, VT 05458

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”)

Ladies and Gentlemen:
I, Daniel Donovan, a duly elected, appointed, or designated re presentative of Nashua School District,
am qualified to answer the questions set forth below regarding the Equipment to be acquiredin

connection with the above-referenced Agreement:

1. Whatis the specific use of the Equipment?

2. What increased capabilities will the Equipment prouide?P

3. Why is the Equipment essential to your ability to deliver governmental services?

4. Does the Equipment replace existing equipment?
(If so, please explain why you are replacing the existing equipmert)

5. Why did you choose this specific Equipment?

6. Forhow many years do you expect to utilize the Equipment?

7. What revenue source will be utilized to make Rental Payments due under the Agreement?

Very truly yours,

NASHUA SCHOOL DISTRICT

By:
Name: Daniel Donovan
Title: Chief Operating Officer

OPINION OF LESSEE COUNSEL
[Please furnish on Attorney’s Letterhead.]

October 20, 2020

Municipal Leasing Consultants, LLC
7 Old Town Lane
Grand Isle, VT 05458

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”)

Ladies and Gentlemen:

As legal counsel to Lessee, I have examined (a) an executed counterpart of the Agreement, which,
among other things, provides for the lease by Lessee from Lessor of the Equipment, (b) an executed
counterpart of the Escrow Agreement, dated as of October 20, 2020 (the “Escrow Agreement”), among
Lessor, Lessee and the escrow agent named therein, (c) an executed counterpart of the Federal Tax
Agreement, dated October 20, 2020 (the “Tax Agreement”), from Lessee and Nashua School District (the
“District’), (d) an executed counterpart of the Energy Performance Contract dated _ , 2020
(the “Performance Contract”), between the District and Energy Efficient Investments, Inc., (e) executed
copies of the resolution(s), ordinance(s) or other evidence of authorization from Lessee’s governing body
and the governing of the District which, among other things, authorizes Lessee to execute the Agreement,
the Escrow Agreement, the Tax Agreement and the Performance Contract, and (f) such other opinions,
documents and matters of law asI have deemed necessary in connection with the following opinions.

Based on the foregoing, I am of the following opinions:

1. Lesseeisa public body corporate and politic, duly organized and existing under the laws of the
State of New Hampshire, and has a substantial amount of one or more of the following sovereign powers:
(a) the power to tax, (b) the power of eminent domain, and (c) police power.

2. Lessee has the requisite power and authority to purchase the Equipment and to execute and
deliver the Agreement, the Escrow Agreement, the Tax Agreement andthe Performance Contract and to
perform its obligations thereunder.

3. The Agreement, the Escrow Agreement, the Tax Agreement and the Performance Contract and the
other documents either attached thereto or required therein have been duly authorized, approved and
exe cuted by and on behalfof Lessee, and the Agreement, the Escrow Agreement, the Tax Agreement and
the Performance Contract are valid and binding obligations of Lessee enforceable in accordance with their
respective terms.

4. The authorization, approval and execution of the Agreement, the Escrow Agreement, the Tax
Agreement and the Performance Contract and all other proceedings of Lessee relating to the transactions
contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws
and all other applicable state and federal laws.

5. There is no proceeding pending or threatened in any court or be fore any governmental authority or
arbitration board or tribunal that, if adversely determined, would adversely affect the transactions
contemplated by the Agreement, the Escrow Agreement, the Tax Agreement and the Performance Contract
or the security interest of Lessor or its assigns, as the case may be, in the Equipment.

6. The Equipment to be leased pursuant to the Agreement constitutes personal property and when
subjected to use by Lessee will not be or become a fixture under applicable law.

7. The authorization, execution, delivery and performance of the Agreement, the Escrow Agreement,
the Tax Agreement and the Performance Contract by Lessee do not require submission to, approval of, or
other action by any governmental authority or agency which action has not been taken and is final and
non-appealable.