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ATTACHMENT “A” — Definition of Coverage
ESA Guaranteed Savings M&V

This item is selected when there is an associated Guaranteed EnergySavings Project andis covered under a signed ESA
between Energy Efficient Investments, Inc. and the Customer. This is an Agreement that follows the M&V during
construction through the Warrantee period of 1 year. The M&V can also have the added component of EMS Analytics
which would be highlighted below in thatselection boxwith appropriate options selected. This Agreement is renewable
after the first3 year term. Escalation ofcostwill be limited to 3% annually thereafter. /fthis Agreement is not renewed it
could result in the cancelation ofthe Energy Savings Guarantee.

L) Review with a Consultant

Preparing M&V Reports involve compilingenergybills, changes in building usage, weather data and other factors. The
M&V Agreementin the ESA requires an annualreportto the Customer. Ifthe Customer would like to be more proactive
and gain a better understanding of interpreting the res ults we can as an added Serwcce increase the frequency ofthe Report
Review with a Consultant.

C1) EMS Analytics System Support
This is an added serve that can help EEI and the Customer better understand and track how a building is performing.
This service can be a standalone service or selected in conjunction with an Energy Savings Guarantee M&V Agreement.
The EMS Analytics reviews every point of contact in your EMS System againstan established setofrules on. This is done
on a Customer Selected periodic basis. EEl prepares a report ofthe findings that includes an Executive Summary, Top
Ten Current Issues, andtracks the resolved issues on an annual basis. The full data files can be made available for service
and technical support as needed.

C Review with an Analvtics Consul

To gain maximum value ofthe investment in EMS Analytics it is recommended that at least for a period of time
you engage an EE! Consultantto help interpret and review the reports when produced. This service canbe phased
out of the Agreementwithout affecting the other items selected. EnergyEfficient Investments, Inc. will arrange a
conference call, there can be an unlimited number of participants. Participants can include EMS Contractors,
Executive Management, Facilities Managementor other. The Conference call should last about 1 half hour. This
is an opportunityfor understanding the results and assigning action items for corrective action. This is an effort to
maximize the value of a Customers EMS investment.

O Energy Savings Calculations

Much like the Review with the Analytic Consultant, we can add Utility Approved Energy Savings Calculation to
each proposed improvement, or provide a value for not addressing the problem based on energy waste. These
calculations will be added to the periodic EMS Analytic Report.

OC Custom Rules

Energy Efficient Investments, Inc. has developed a “Standard Setof Rules” by building type, should a Customer
or their EMS Vendor need special “Rules” EE! will provide that as a one-time fee and include these added rules
in the periodic EMS Analytic Report going forward.

L] Systems Integration to Other Third Part Data Sources

Energy Efficient Investments, Inc. has the capabilityto integrate to other third party software. The information taken from
that software can be used to add information to the EMS Analytics. This service will be provided on a quoted basis and
added to the EMS Service

Define Integration:

Energy Efficient Investments, Inc. ASSA Contract Version: 10/0819

ATTACHMENT “B” — Extended Price Detail

List BUILDING NAME/NODE AND SERVICE

FREQUENCY/ TERM
(START & COMPLETION)

Cost oF ANNUAL
ANALYTICS SYSTEM
SUPPORT AGREEM ENT

Nashua North High School

Setup — Data Acquisition cost

Covered in Base EPC

Reporting Prepared Monthly Reviewed

Quarterly with Final Annual

Report Per Contract
Consulting $145/hr Not Included
Energy Calculations Not Included
Custom Rules Not Included
Integration to Other 3 Party Software Not Included
Other N/A
Sub-Total:

Nashua South High School
Setup — Data Acquisition cost Covered in Base EPC Covered in Base EPC $0
Reporting Prepared Monthly Reviewed

Quarterly with Final Annual

Report

Consulting N/A
Energy Calculations Included in M&V
Custom Rules None
Integration to Other 3" Party Software N/A

Other

Sub-Total:

List Exclusions:

Contract Total:

Energy Efficient Investments, Inc.

ASSA Contract Version: 10/0819

ATTACHMENT “C” — ADDITIONAL SERVICES &
PROVISIONS

DESCRIPTION OF ADDITIONAL SERVICES & COVERED EQUIPMENT

No additional services proposed at this time.

M&V SSA EEI Nashua 012720

Document
Number

1.

10.

11.

Gilmore & Bell, P.C.
September 16, 2020
$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

CLOSING DATE: OCTOBER 20, 2020

LIST OF CLOSING DOCUMENTS

Equipment Lease Purchase Agreement, with the following exhibits attached:

Exhibit A: Equipment Schedule.
Exhibit B: Payment Schedule.

Escrow Agreement, with the following exhibits attached:

Exhibit A: Certificate of Acceptance and Payment Request.

Exhibit B-1: Incumbency Certificate regarding Lessee Representatives.

Exhibit B-2: Authorized Lessor Representatives.

Federal Tax Agreement, with the following exhibits attached:

Exhibit A: Amortization Schedule and Calculation of Weighted Average Maturity and

Yield on the Agreement.
Exhibit B: IRS Form 8038-G.

Exhibit C: Description of Equipment Comprising the Financed Assets and Benefitted
Facilities.

Exhibit D: Sample Annual Compliance Checklist.

Exhibit E: Certificate of Lender.

Lessee’s Closing Certificate, with the following exhibits attached:
Exhibit A-1: Evidence of authorization from the City of Nashua.
Exhibit A-2: Evidence of authorization from Nashua School District.
Exhibit B: List of Outstanding Obligations (since June 30, 2019).
Essential Use Certificate.

Opinion of Lessee's Counsel.

Opinion of Special Tax Counsel.

Evidence of Insurance.

Energy Performance Contract.

Payment and Performance Bonds, together with Dual Obligee Rider naming Lessor as
additional obligee.

Notice of Assignment; Assignment.

Document

Number
12. UCC-1 Financing Statements:
A. Respecting the Equipment.
B. Respecting the Assignment.
13. Lender Certificate from Capital One Public Funding, LLC, together with related
correspondence to Lessee.
14. Form W-9 from the City of Nashua, New Hampshire.

# # #

EQUIPMENT LEASE PURCHASE AGREEMENT

THIS EQUIPMENT LEASE PURCHASE AGREEMENT (the “Agreement’), is dated as of October 20, 2020,
be tween MUNICIPAL LEASING CONSULTANTS, LLC, a limited liability company organized and existing
under the laws of the State of Vermont, as Lessor (“Lessor”), and the CITY OF NASHUA, NEW
HAM PSHIRE, ON BEHALF OF NASHUA SCHOOL DISTRICT, a political subdivision existing under the
laws of the State of New Hampshire, as Lessee (“Lessee”), wherein the parties hereby agree as follows:

Section 1. Definitions. The following terms will have the meanings indicated below unless the context
clearly requires otherwise:

“Agreement” means this Equipment Lease Purchase Agreement and any other schedule, exhibit or
escrow agreement made a part hereof by the parties hereto, together with any amendments to this
Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commencement Date” is the date when the term of this Agreement and Lessee’s obligation to pay rent
commences, which date will be the earlier of (i) the date on which the Equipmentis accepted by Lessee in
the manner described in Section 13, or (ii) the date on which sufficient moneys to purchase the
Equipment are deposited for that purpose with an escrow agent.

“Equipment” means the property described on the Equipment Schedule attached hereto as Exhibit A,
andallreplacements, substitutions, repairs, restorations, modifications, attachments, accessions,
additions and improvements thereof or thereto and all insurance and/or proceeds therefrom.
“Event of Default” means an Event of Default described in Section 35.

“Issuance Year” is the calendar year in which the Commencement Date occurs.

“Lease Term” means the Original Term and all Renewal Terms, but ending on the occurrence of the
earliest event specified in Section 6.

“Lessee” means the entity described as such in the first paragraph of this Agreement, its successors and
its assigns.

“Lessor” means the entity described as such in the first paragraph of this Agreement, its successors and
its assigns.

“M aximum Lease Term” means the Original Term and all Renewal Terms through the Renewal Term
including the last Rental Payment Date set forth on the Payment Schedule.

“Net Proceeds” means the amount remaining from the gross proceeds of any insurance claim or
condemnation award after deducting all expenses (including attorneys’ fees) incurredin the collection of

such claim or award.

“Original Term” means the period from the Commencement Date until the end of the fiscal year of Lessee
in effect at the Commencement Date.

“Payment Schedule” means the schedule of Rental Payments and Purchase Price set forth on Exhibit B.

“Purchase Price” means the amount set forth on the Payment Schedule that Lessee may, at its option,
pay to Lessor to purchase the Equipment.

“Renewal Terms” means the optional renewal terms of this Agreement, each having a duration of one
year anda term co-extensive with Lessee’s fiscal year.

“Rental Payment Dates” means the dates set forth on the Payment Schedule on which Rental Payments
are due.

“Rental Payments” means the basic rental payments payable by Lessee pursuant to Section 9.
“State” means the State of New Hampshire.

“Vendor” means the manufacturer of the Equipment as wellas the agents or dealers of the m anufacturer
from whom the Equipment is or has been purchased, as listed on Exhibit A.

Section 2. Representations and Covenants of Lessee. Lessee represents, warrants and covenants for
the benefit of Lessor as follows:

(a) Lesseeisa political subdivision duly organized and existing under the constitution and laws of the
State. Lessee will do or cause to be done all things to preserve and keep in full force and effect its
existence asa political subdivision. Lessee has a substantial amount of one or more of the following
sovereign powers: (i) the power to tax, (ii) the power of eminent domain, and (iii) police power.

(b) Lesseeis authorized under the constitution and laws of the State to enter into this Agreement and the
transaction contemplated hereby and to perform all of its obligations hereunder.

(c) Lessee has been duly authorized to execute and deliver this Agreement by proper action and approval
of its governing body at a meeting duly called, regularly convened and attended throughout by a requisite
majority of the members thereof or by other appropriate official approval.

(d) This Agreement constitutes the legal, valid and binding obligation of Lessee enforceable in accordance
with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization or other
laws affecting creditors’ rights generally.

(e) 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 exists at the Commencement Date.

(f) 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 Original Term, and such funds have not been expended for
other purposes.

(g) Lessee has complied with such public bidding requirements as may be applicable to this Agreement
and the acquisition by Lessee of the Equipment hereunder.

(h) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
public board or body, pending or threatened against or affecting Lessee, nor to the best knowledge of
Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially
adversely affect the transactions contemplated by this Agreement or any other document, agreement or
certificate which is used or contemplated for use in the consummation of the transactions contemplated
by this Agreement or materially adversely affect the financial condition or properties of Lessee.

(i) All authorizations, consents and approvals of governmental bodies or agencies requiredin connection
with the execution and delivery by Lessee of this Agreement or in connection with the carrying out by
Lessee of its obligations hereunder have been obtained.

(jj) The entering into and performance of this Agreement or any other document or agreement
contemplated hereby to which Lessee is or is to be a party will not violate any judgment, order, law or
regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the
creation of any lien, charge, security interest or other encumbrance on any assets of Lessee or the
Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other
instrument to which Lessee is a party or by which it or its assets may be bound, except as herein
provided.

(k) The Equipment de scribedin this Agreement is essential to the function of Lessee or to the service
Lessee provides to its citizens. Lessee has an immediate need for, and expects to make immediate use of,

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substantially all the Equipment, which needis not temporary or expected to diminish in the foreseeable
future. The Equipment will be used by Lessee only for the purpose of performing one or more of Lessee’s
governmental or proprietary functions consistent with the permissible scope of Lessee’s authority.

(l) Neither the payment of the Rental Payments hereunder nor any portion thereof is (i) secured by any
interestin property used or to be usedin a trade or business of a non-exempt person (within the meaning
of Section 103 of the Code) or in payments in respect of such property or (ii) derived from payments in
respect of property, or borrowed money, used or to be used in a trade or business of a non-exempt person
(within the meaning of Section 103 of the Code). No portion of the Equipment will be used directly or
indirectly in any trade or business carried on by any non-exempt person (within the meaning of Section
103 of the Code).

(m)Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103
and 148 thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of
the interest components of Rental Payments from grossincome for purposes of federal income taxation.

(n) Lessee will use the proceeds of this Agreement as soon as practicable and with all reasonable dispatch
for the purpose for which this Agreement has been entered into. No part of the proceeds of this
Agreement willbe investedin any securities, obligations or other investments or used, at any time,
directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of
execution and delivery of this Agreement, would have caused any portion of this Agreement to be or
become an “arbitrage bond’ within the meaning of Section 103(b)(2) or Section 148 of the Code and the
applicable regulations of the Treasury Department.

(o) Lessee has never failed to pay payments coming due under any bondissue, lease purchase agreement
or other indebtedness obligation of Lessee.

(p) The useful life of the Equipment will not be less than the Maximum Lease Term.

(q) The application, statements and credit or financial information submitted by Lessee to Lessor are true
and correct and made to induce Lessor to enter into this Agreement and the escrow agreement, if any, and
Lessee has experienced no material change in its financial condition since the date(s) of such information.

(r) Lessee has provided Lessor with audited financial statements through June 30, 2019. Lessee has
experienced no material change in its financial condition or in the revenues expected to be utilized to meet
Rental Payments due under this Agreement since June 30, 2019.

(s) Lessee shall pay the excess (if any) of the actual costs of acquiring the Equipment under this
Agreement over the amount de posited by Lessor in the escrow fund, if any, established under any related
escrow agreement and interest earnings thereon.

(s) Lesseeis the fee owner of the real estate where the Equipmentis and will be located andhas good and
marketable title thereto, and there exists no mortgage, pledge, lien, security interest, charge or other
encumbrance of any nature whatsoever on or with respect to such real estate. The Equipment is nota
replacement, repair, substitution or proceeds of any equipment or personal property subject to a prior lien
or security interest of a third party.

Section 3. Certification as to Arbitrage. Lessee hereby represents as follows:

(a) The estimated total costs of the Equipment, together with any costs of entering into this Agreement
that are expected to be financed under this Agreement, will not be less than the total principal portion of
the Rental Payments.

(b) The Equipment has been ordered or is expected to be ordered within six months of the
Commencement Date, andthe Equipmentis expected to be delivered andinstalled, andthe Vendor fully
paid, within eighteen months of the Commencement Date.

(c) Lessee has not created or established, and does not expect to create or establish, any sinking fund or
other similar fund (i) that is reasonably expected to be used to pay the Rental Payments, or (ii) that may
be used solely to prevent a default in the payment of the Rental Payments.

(d) The Equipment has not been and is not expected to be sold or otherwise disposed of by Lessee, either
in whole or in major part, prior to the last maturity of the Rental Payments.

(e) To the best of our knowledge, information and belief, the above expectations are reasonable.

Section 4. Lease of Equipment. Lessor hereby demises, leases and lets the Equipment to Lessee, and
Lessee rents, leases and hires the Equipment from Lessor, in accordance with the provisions of this
Agreement, for the Lease Term.

Section 5. Lease Term. The Original Term of this Agreement will commence on the Commencement
Date and will terminate on the last day of Lessee’s current fiscal year. The Lease Term may be continued,
solely at the option of Lessee, at the end of the Original Term or any Renewal Term for an additional
RenewalTerm up to the Maximum Lease Term. At the endofthe Original Term and at the end of each
Renewal Term untilthe Maximum Lease Term has been completed, Lessee will be deemed to have
exercised its option to continue this Agreement for the next Renewal Term unless Lessee has terminated
this Agreement pursuant to Section 6 or Section 31. The terms and conditions during any Renewal Term
will be the same as the terms and conditions during the Original Term, except that the Rental Payments
will be as providedin the Payment Schedule.

Section 6. Termination of Lease Term. The Lease Term willterminate upon the earliest of any of the
following events:

(a) the expiration of the Original Term or any Renewal Term of this Agreement and the nonrenewal of this
Agreement in the event of nonappropriation of funds pursuant to Section 8;

(b) the exercise by Lessee of the option to purchase the Equipment under the provisions of Section 31
and payment of the Purchase Price and all amounts payable in connection therewith;

(c) a default by Lessee and Lessor’s election to terminate this Agreement under Section 36; or

(d) the payment by Lessee of all Rental Payments authorized or re quired to be paid by Lessee hereunder
during the Maximum Lease Term.

Section 7. Continuation of Lease Term. Lessee currently intends, subject to the provisions of
Section 8 and Section 12, to continue the Lease Term through the Original Term and all of the Renewal
Terms andto pay the Rental Payments hereunder. Lessee reasonably believes that legally available funds
in an amount sufficient to make all Rental Payments during the OriginalTerm and each of the Renewal
Terms can be obtained. The responsible financial officer of Le ssee will do all things lawfully within his or
her power to obtain and maintain funds from which the Rental Payments may be made, including making
provision for such Rental Payments to the extent necessary in each proposed annual budget submitted for
approval in accordance with applicable procedures of Lessee and to exhaust all available reviews and
appeals in the event such portion of the budget is not approved. Notwithstanding the foregoing, the
de cision whether or not to budget or appropriate funds or to extend this Agreement for any Renewal Term
is solely within the discretion of the then current governing body of Lessee.

Section 8. Nonappropriation. Lessee is obligated only to pay such Rental Payments under this
Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during
Lessee’s then current fiscal year. In the event sufficient funds will not be appropriated or are not
otherwise legally available to pay the Rental Payments required to be paidin the next occurring Renewal
Term, asset forthin the Payment Schedule, this Agreement will be deemed to be terminated at the end of
the then current Original Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such
termination at least 90 days prior to the end ofthe then current Original Term or Renewal Term, but
failure to give such notice will not extend the Lease Term be yond such Original Term or Renewal Term. If
this Agreementis terminated in accordance with this Section, Lessee agrees, at Lessee’s cost and expense,
to peaceably deliver the Equipment to Lessor at the location or locations specified by Lessor.

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Section 9. Rental Payments. Lessee will pay Rental Payments from all legally available funds, in
lawful money of the United States of America to Lessor in the amounts and on the dates set forth on the
Payment Schedule, such payment to be made by wire or other form of electronic payment in accordance
with written instructions provided by Lessor or, with Lessor’s consent, by such other commercially
reasonable method of payment. Rental Payments will be in consideration for Lessee’s use of the
Equipment during the fiscal year in which such payments are due. Any Rental Payment not received on
or before its due date will bear interest at the rate of 10% per annum or the maximum amount permitted
by law, whichever is less, from its due date.

In the event thatitis determined that any of the interest components of Rental Payments may not be
excluded from grossincome for purposes of federal income taxation, Lessee agrees to pay to Lessor
promptly after any such determination and on each Rental Payment Date thereafter an additional amount
determined by Lessor to com pensate Lessor for the loss of such excludability (including without limitation,
compensation relating to interest expense, penalties or additions to tax), which determination shall be
conclusive absent manifest error.

Section 10. Interest Component. As set forth on the Payment Schedule, a portion of each Rental
Payment is paidas, andrepresents payment of, interest.

Section 11. Rental Payments To Be Unconditional. Except as provided in Section 8, the
obligations of Lessee to make Rental Payments and to perform and observe the other covenants
and agreements contained herein shall be absolute and unconditional in all events without
abatement, diminution, deduction, set-off or defense, for any reason, including without limitation
any failure by any Vendor to deliver or install the Equipment or otherwise perform any of its
obligations for whatever reason, including bankruptcy, insolvency, reorganization or similar event
with respect to any Vendor or under any Vendor Agreement, disputes with Lessor or the Vendor of
any of the Equipment, any defects, malfunctions, breakdowns or infirmities in the Equipment or
any accident, condemnation or unforeseen circumstances.

Section 12. Rental Payments to Constitute a Current Expense of Lessee. The obligation of Lessee to
pay Rental Payments hereunder will constitute a current expense of Lessee, are from year to year and do
not constitute a mandatory payment obligation of Lessee in any fiscal year beyond the then current fiscal
year of Lessee. Lessee’s obligation hereunder will not in any way be construed to be an indebtedness of
Lessee in contravention of any applicable constitutional, charter or statutory limitation or requirement
concerning the creation of indebtedness by Lessee, nor will anything contained herein constitute a pledge

of the general credit, tax revenues, funds or moneys of Lessee.

Section 13. Delivery, Installation and Acceptance of the Equipment. Lessee will order the
Equipment, cause the Equipment to be delivered and installed at the locations specified on Exhibit A and
pay any and all delivery and installation costs in connection therewith. When the Equipment has been
delivered and installed, Lessee willimmediately accept the Equipment and evidence said acceptance by
exe cuting and delivering to Lessor an acceptance certificate in form and substance acceptable to Lessor.
After it has been delivered andinstalled, the Equipment will not be moved from the location(s) specified on
Exhibit A without Lessor’s consent, which consent will not be unreasonably withheld.

Section 14. Enjoyment of Equipment. Lessor hereby covenants to provide Lessee with quiet use and
enjoyment of the Equipment during the Lease Term, and Lessee will peaceably and quietly have and hold
and enjoy the Equipment during the Lease Term, without suit, trouble or hindrance from Lessor, except
as otherwise expressly set forth in this Agreement.

Section 15. Right of Inspection. Lessor will have the right at all reasonable times during regular
business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment.

Section 16. Use of the Equipment. Lessee will not install, use, operate or maintain the Equipment
improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by
this Agreement. Lessee will obtain all permits and licenses, if any, necessary for the installation and
operation of the Equipment. In addition, Lessee agrees to comply in all respects (including, without
limitation, with respect to the use, maintenance and operation of each item of the Equipment) with all

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