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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.

IN WITNESS WHEREOFP, the Guarantor has caused this Guaranty to be executed as of the date
shown above by its duly authorized officers.

PENNICHUC RPORATION _.
veo -
By: €

Title: CeO

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.

1. Definitions
The following terms used within this Contract are defined as follows:

Energy Baseline - A calculation or measure of each type of energy consumed (or, as
appropriate, water consumed or operating and maintenance costs) in existing facilities at the
Premises prior to the installation of energy conservation measures or energy efficiency
measures as described in Attachment 4 - M& V Plan.

Energy Cost Savings Measures (ECMs)/Operating Cost Savings Measures (OCMs) - A
set of activities that result in savings of energy, water or operating and maintenance costs at
the Premises and described in detail in Attachment 2 - Maintenance and Service
Agreement. OCMs include any measures that eliminate and/or avoid expense as a result of
the installation or modification of equipment, or services performed by ESCO. OCMs do not
include any measures that produce savings solely because of a shift in the cost of personnel
or other similar short-term cost savings.

Energy Savings - The reduction in energy consumption or demand resulting from ESCO’s
ECMs/OCMs which shall include electric energy savings, gas energy savings, operational
savings, maintenance savings, water consumption savings and any other savings achieved
as a result of the Work as shall be determined after adjustments for variations in other
factors that might substantially affect the data such as weather, changesin operating
practices or other external influences.

Energy savings shall be determined by comparing the Energy Baseline with the energy
consumed (or demand) after ESCO has implemented ECMs/OCMs. A description of the
promised savings and the terms of the Performance Guarantee with respect to promised
Energy Savings is included in Attachment 4 - M & V Plan.

Final Completion - The date on which ESCO warrants by written notice in the form
provided in Attachment 1 - Final Investment Grade Audit and that all Work is completed
including all remaining items of Work identified in the notice contained in Attachment 10 —
Substantial Completion delivered at Substantial Completion.

Project Acceptance - The date wnen the Customer approves all Work warranted by ESCO
to be at Final Completion, including all remaining items of Work identified in the notice
delivered at the Substantial Completion date. Project Acceptance will not be made until
ESCO has demonstrated, through the Guidelines for Project Acceptance as described in
Attachment 11 - Final Acceptance, that all ECMs/OCMs are achieving all of the stated
savings in Attachment 4 - M & V Plan. Project Acceptance shall be by written notice in the
form provided in Attachment 11 - Final Acceptance.

Substantial Completion - The date on which ESCO warrants by written notice in the form

provided in Attachment 10 — Substantial Completion that installation of ECMs/OCMs is
substantially complete and the Customerhas accepted such ECM/OCM as installed.

4 ESCO Contract — Nashua Schools & EEI, Inc.