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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

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.]

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.”

Board of Aldermen — 2/10/16 Page 6

R-16-009
Endorser: Alderman-at-Large Lori Wilshire
Alderman Benjamin M. Clemons
Alderwoman Mary Ann Melizzi-Golja
APPROVING THE COST ITEMS OF A COLLECTIVE BARGAINING AGREEMENT BETWEEN
THE NASHUA POLICE COMMISSION AND THE NASHUA POLICE SUPERVISORS ASSOCIATION
FROM JULY 1, 2015 THROUGH JUNE 30, 2019 AND RELATED TRANSFERS
Given its first reading; assigned to the BUDGET REVIEW COMMITTEE by President McCarthy

NEW BUSINESS — ORDINANCES

O-16-003
Endorsers: Mayor Jim Donchess
Alderman Ken Siegel
ADMINISTRATIVE ENFORCEMENT OF ORDINANCES
Given its first reading; assigned to the PERSONNEL/ADMINISTRATIVE AFFAIRS COMMITTEE by
President McCarthy

PERIOD FOR GENERAL PUBLIC COMMENT - None

REMARKS BY THE MEMBERS OF THE BOARD OF ALDERMEN

Alderman Moriarty

I’d like to address the upcoming budget very briefly. Did we find out what the spending cap is going be? Is
it 1.3% or 1.9%? Regardless, the spending cap is going to be somewhere between 1.3% and 1.9% this
year. Not everybody may realize this but if you look at the salaries of the collective bargaining contracts on
page three they have a listing and some of the salary contracts go out many years and that’s a reminder
that the agreements that we have before us do not imply that there is money in the budget for the salary
contracts as currently written. When you consider it remember that the money is not previously allocated, in
fact, one way to be able to determine in advance whether there is going to be money in the budget to afford
these contracts is simply comparing the bottom line percentage of the growth to what the expected
spending cap is going to be. For instance, the spending cap predicted if it is indeed 1.3%; we look at R-16-
002 which is the para educators and we find their salary increase for FY 16 is 1.4% and for in FY ’17 it’s
1.3% so | would conclude that | would generally be in favor of R-16-002 because it’s total cost additions to
the taxpayers is within what the spending cap is predicted to be. In R-16-003 we look at approving the cost
items of the collective bargaining agreement Board of Education with the food service workers and we see
in FY °16 the net cost is 1.5% and then 1.7% and 1.9% so those numbers fall somewhere between the 1.3%
and 1.9% that we expect the spending cap to be. | would think that in addition their base salaries only go
up 1% per year and the additional cost is due to things out of their control like retirement cost and
insurance. Personally | believe that R-16-003, the salary contract for the food workers is probably
affordable, it’s going to be in the budget. R-16-009 cost items bargaining agreement between the police
commissioners and the police supervisors. That one we find that FY °16 it grows at 3.5% and in FY ’17 it’s
4% and FY ’18 is 4.4% and FY ’19 is 3.3% which is far in excess of the spending cap and the spending cap
is based on inflation rates and inflation rates sort of track what the general salaries of the general public. |
am still concerned about R-16-009 and | think each of you should take some time to look at that one closely
and find out if you think that salary for that collective bargaining agreement is actually affordable based on
the upcoming spending cap. That’s it for now, thank you very much.

Alderman Schoneman
There is going to be an Emergency Preparedness Training class held in Ward 3 at the Gate City Church.

It’s a 20-hour course that takes place over two consecutive Saturday’s. The first one is February 27" and
the second one is March 5" and this is being conducted by the City of Nashua and the emergency response