IN WITNESS WHEREOF, the undersigned, by execution of this Tax Agreement, here by
makes the foregoing certifications, representations, and agreements contained in this Tax
Agreement on behalf of the Issuer and the District.
CITY OF NASHUA, NEW HAMPSHIRE
By:
Name:
Title: Mayor
NASHUA SCHOOL DISTRICT
By:
Name: Daniel Donovan
Title: ChiefOperating Officer
(h) Enforceability. If any provision in this Tax Agreement or in the Lease Agreement
is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions will not be affected or impaired.
(i) Electronic Transactions. The transaction described in this Tax Agreement may
be conducted, andrelated documents may be sent, received and stored, by electronic means.
[Signature page follows. ]
electronically must comply with Section 4.01 of Revenue Procedure 97-22, which generally
provides that an electronic storage system must (1) ensure an accurate and complete transfer
of the hardcopy records which indexes, stores, preserves, retrieves and reproduces the
electronic records, (2) include reasonable controls to ensure integrity, accuracy and reliability
of the electronic storage system and to prevent unauthorized alteration or deterioration of
electronic records, (3) exhibit a high degree of legibility andreadability both electronically and
Agreement, investment of the Lease Agreement Proceeds is limited to placement in an interest-
bearing demand deposit account. If the Yield on investments of the Escrow Fund exceeds
____%, or if the Issuer or the District establishes any sinking or reserve fund for the Lease
Agreement, then the Issuer will contact Special Tax Counsel to seek advice regarding the need
to calculate and pay arbitrage rebate.
Section 6. Use of Financed Assets and Benefitted Facilities.
“State” means the State of New Hampshire.
“Tax Compliance File” means documents and records for the Lease Agreement
maintained by the Compliance Officer pursuant to this Tax Agreement.
“Yield” means the yield on the Lease Agreement, com puted under Regulations § 1.148-
4, and yield on an Investment, computed under Regulations § 1.148-5.
Section 2. Purpose of the Lease Agreement; Reimbursement; Use of Lease
Proceeds.
“Opinion of Special Tax Counsel” means the written opinion of Special Tax Counsel
addressed to the Lender to the effect that the proposed action or the failure to act will not
adversely affect the exclusion of the interest portion of rental payments under the Lease
Agreement from gross income for federal income tax purposes or an opinion describing
additions, modifications or additional proce dures required to preserve the interest portion of
rental payments under the Lease Agreement from gross income for federal income tax
purposes.
“Closing Date” means October 20, 2020.
“Code” means the Internal Revenue Code of 1986, as amended.
“Compliance Officer” means the _ __ or its designee.
“Financed Assets” and “Financed Asset” means, as the context requires, all or any
portion of the Project financed with proceeds of the Lease Agreement, as described on Exhibit
C hereto.
FEDERAL TAX AGREEMENT
THIS FEDERAL TAX AGREEMENT (the “Tax Agreement”), is executed as of October
20, 2020, by the City of Nashua, New Hampshire (the “Issuer”) and Nashua School District (the
“District”), for the benefit of Capital One Public Funding, LLC andits successors and assigns
(the “Lender”’), and any firm of attorneys rendering an opinion on the exclusion from gross
income for federal income tax purposes of the interest portion of rental payments payable
under the Lease Agreement (defined below).
RECITALS
EXHIBIT B-2
AUTHORIZED LESSOR REPRESENTATIVES
FOR ESCROW AGREEMENT
Name/Title /Telephone/Email
Jonathan A. Lewis
Name
President
Title
631-531-2824
Telephone #
Jonathan.lewis@capitalone.com
Email Address
Name/Title /Telephone/Email
Drew Scrivener
Name
Senior Vice President
Title
631-776-3844
Telephone #
Drew.scrivener@capitalone.com
Email Address
EXHIBIT B-1 To ESCROW AGREEMENT
INCUMBENCY CERTIFICATE REGARDING LESSEE REPRESENTATIVES
$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
