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Page No. 3 of 3

AMENDED
R-20-028

RESOLUTION

AUTHORIZING THE CITY OF NASHUA TO ENTER INTO A MASTER
DEVELOPMENT AGREEMENT WITH LANSING MELBOURNE GROUP, LLC.

CITY OF NASHUA

In the Year Two Thousand and Twenty

RESOLVED by the Board of Aldermen of the City of Nashua that the City is authorized
to enter into a “Master Development Agreement” with Lansing Melbourne Group, LLC
regarding the lease and development of the “School Street Lot” for a housing project and
construction of a publically accessible ground level parking garage in substantially the same
form as the attached. The attached agreement is “red-lined” to illustrate the changes from the
agreement submitted with the resolution for first reading, however, the version of the document
to be signed will not be “red-lined.”

FURTHER RESOLVED by the Board of Aldermen of the City of Nashua that the
Mayor, with the assistance of the Office of Corporation Counsel, is authorized to prepare and
execute all necessary documents and take all necessary actions contemplated by the Master

Development Agreement or required or advisable to effectuate the same, including but not
limited to the lease.

FURTHER RESOLVED by the Board of Aldermen of the City of Nashua that $40,000
be transferred from Fund #7084 “Downtown Redevelopment Initiatives Trust Fund’’ and
$60,000 from Fund #1001 “Capital Improvements-School & High Street Development Project”
into the Bonded Capital Project Fund.

TABLE OF CONTENTS

Page

ARTICLE I. RECITALS 2
ARTICLE II. TERMS 3
ARTICLE II. DEFAULTS 8
ARTICLE IV. MISCELLANEOUS 9
SCHEDULE OF EXHIBITS
EXHIBIT A _ Property Description
EXHIBIT B- Development Plan

EXHIBIT C Board of Alderman Approving Resolution

MASTER DEVELOPMENT AGREEMENT
BY AND BETWEEN
LANSING MELBOURNE GROUP, LLC, a Florida limited liability company
AND

CITY OF NASHUA, NEW HAMPSHIRE

Effective Date:

This Master Development Agreement (this “Agreement’’) is made and entered into
as of February May ___, 20219, between LANSING MELBOURNE GROUP, LLC, a
Florida limited liability company (“Developer”), and the CITY OF NASHUA, NEW
HAMPSHIRE, a New Hampshire municipal corporation (“City”). Developer and City are
sometimes referred to in this Agreement collectively as the “Parties” and singularly as a
“Party”.

ARTICLE I: RECITALS

1.1 City is a duly organized New Hampshire municipal corporation acting
through its Board of Aldermen and Mayor, having its principal office located at Nashua
City Hall, 229 Main Street, Nashua, NH 03061.

1.2. Developer is a limited liability company having its principal United States
offices located at 2420 E. SUNRISE BLVD #90, FORT LAUDERDALE, FL 33304, is
experienced at developing real estate in New Hampshire and elsewhere, within the public-
private context and otherwise, and is authorized to do business in New Hampshire.

1.3 City strongly supports increased economic development to provide
additional jobs for residents of Nashua and the region, to expand business within the City,
and to develop a healthy robust economy through the means of downtown redevelopment
and investment.

1.4 The City released a request for proposals on January 12, 2017 (the “RFP’’)
soliciting proposals from real estate developers for a housing project (the “Project’”’) on an
approximately 0.682-acre parcel of real property owned by the City and more particularly
described on Exhibit “A” attached and incorporated into this Agreement (the~Preperty—;
also-referredtointhe REP as the “School Street Lot’), the vision of which RFP and Project
is to accommodate the growing housing needs of the City. The RFP is a matter of public
record.

1.5 Developer submitted its response to RFP on March 30, 2017 (the
Proposal”), and after being selected by the City has worked with the City to develop a
mutually agreeable Project concept.

1.6 Developer intends to develop the Project to comprise a 160,000 square foot
building comprising approximately 150 apartments and related improvements, all in one

single phase, and public parking.

1.6.1 A proposed Master Development Agreement was put forward for approval
by the Board of Aldermen in resolution R-20-028, which had its first reading on April 14,
2020. The legislation was referred to the Budget Review Committee. At the Committee
level, it was determined that additional parking was advisable in the area. Accordingly,
the City and Developer devised a new idea for the Project which includes ground floor
public parking owned by the City and the apartments over the parking.

1.7 The Project is depicted more specifically on the “Project Design Drawings”
(defined below).

1.8 The City intends to lease _seH-and-econvey—fee—simple—ttleteothe area

necessary for the lobby for the residents on the ground floor and the air rights over the
parking lot on the School Street Lot for the apartments (“the Property’) to Developer as set
forth in Section 2.1 below.

1.9 The purpose of this Agreement is to facilitate the development and
construction of the Project in a way that results most effectively in the public benefits
intended for the City and the private benefits intended for the Developer. The development
and construction of the Project requires a major investment by the Developer in facilities
and on-site improvements, and substantial commitment of public and private resources to
achieve the benefits of the Project for Developer and City.

1.10 The general benefits to be received by City from the implementation of the
Project include, without limitation:

a) Realization and implementation of the “Development Plan” (defined below
and attached and incorporated into this Agreement as Exhibit “B”) for the School Street
Lot in downtown Nashua;

b) Establishment of integrated site plans, urban design elements including
uniform engineering, landscapes and architecture that contribute to the revitalization of the
School Street Lot and downtown Nashua;-and

ro) Provision of housing opportunities in downtown Nashua-;_and

d) New public parking in the downtown.

1.11 The general benefits to be received by Developer from the implementation
of the Project include without limitation, integration of site plans, urban design elements
land uses, architecture, site engineering, landscape architecture, the pleasure of working
with Director Cummings and Attorney Leonard and mitigation measures over the Property;

1.12 In exchange for these benefits to City and Developer, City and Developer
desire to proceed with the Project in accordance with the terms and conditions contained
in this Agreement, subject to any amendments to this Agreement made in accordance with
this Agreement.

NOW, THEREFORE, based upon the terms and conditions set forth in this
Agreement and in consideration of the mutual promises and assurances provided in this
Agreement, City and Developer hereby agree that the Recitals as stated above are
incorporated herein and made a part of this Agreement and the following terms:

ARTICLE II: TERMS

2.1 Lease Purchase of Property.

a) Purehase-Initial Lease Price. Subject to the terms of this Agreement and the
satisfaction of the conditions precedent contained in this Agreement, the City will convey
lease_ the Property to Developer as the site of the Project and Developer will pay to City
the value of the Property as determined by the Board in the amount of Nine Hundred
Thousand Dollars ($900,000) (the “Initial Lease Purehase-Price”), which reflects the per-
unit cost of $6,000 for each residential unit to be constructed in the Project multiplied by a
total of one-hundred and fifty (150) units. The Purehase-Initial Lease Price shall be paid by
Developer to City on the “Closing Date’, as defined in the subparagraph 2.1(b)
immediately below, by wire delivery of funds through the Federal Reserve System to an
account designated in writing by City.

b) Closing. Provided that all the conditions precedent to closing by the Parties
are satisfied, City shall lease convey-the Property to Developer and Developer shall lease
acquire the Property from City on or before the date on which Developer closes its
financing for the Project (the “Closing Date’). Developer shall diligently pursue obtaining
a commitment for such financing in a timely manner. Either party may extend the Closing
Date by an additional fourteen (14) days by written notice to the other party; provided,
however, no extension of the Closing Date will, without the mutual written agreement of
the parties, extend any other deadlines set forth in this Agreement or the documentation to
be entered into pursuant to this Agreement. Notwithstanding the foregoing or any prior
extensions of the Closing Date, the parties may mutually agree in writing to further extend
the Closing Date by an additional sixty (60) days (the “Deadline Closing Date’). If, after
the Deadline Closing Date, any of the conditions precedent to the Parties’ obligation to
close is not fulfilled, then Developer or City may either (i) further extend this Agreement
or (11) terminate this Agreement and neither party shall have any obligation to the other

under this Agreement except any for any obligations that expressly survive the expiration
or other termination of this Agreement. In no event shall the Closing Date be after February
June 304, 2021.

Cc) Conditions Precedent for Closing by Developer:

(i) Issuance to Developer of all governmental permits and licenses
requisite for the construction of the Project in accordance with established procedures;

(i1) Approval by City of the Development Plan and Project Design
Drawings in accordance with established procedures;

(iii) Developer obtaining all applicable financing commitments at rates
and terms typically found in the Nashua, New Hampshire market; and

(vi) No default by City.

d) Conditions Precedent for Closing by City:

(i) Payment by Developer of the Purehase-Initial Lease Price to City;
(i1) Closing of Developer’s financing;

(iii) Approval by City of the Development Plan; and

(iv) No default by Developer.

e) Other Closing Documents. At the Closing:

(i) City will deliver to Developer a 99 year Air Rights Lease New
Hampshire complant Quit Claim Deed for the Property, free and clear of any mortgages,

deeds of trust or other monetary liens (the “LeaseDeed’’);

(i1) City will deliver to Developer a New Hampshire compliant lien and
possession affidavit regarding the Property to Developer and Developer's title insurer as
customarily required by title insurers in New Hampshire; and

(iii) City and Developer will deliver to each other fully executed
counterparts to the Closing statement;_and

(iv) City and Developer will sign a Notice of Air Rights Lease, in
recordable format substantially similar to Exhibit _to be recorded at the Hillsborough
County Registry of Deeds at Closing.

2.2 Performance of Governmental Functions. The terms of this Agreement
regarding the design and construction of the Project and the role of City in the Project are

independent of any obligations binding upon City or Developer pursuant to applicable laws
and ordinances. In no event will any approvals given by City pursuant to the terms of this
Agreement constitute the performance by City of any review or issuance of any permits,
approvals or licenses that it is obligated to conduct or consider pursuant to any law, or
ordinance or both. Nothing in this Agreement or any approvals or consents by City in
connection with this Agreement will in any way stop, limit or impair City from exercising
or performing any regulatory, policing or other governmental function with respect to
either Party, including, but not limited to, the review, approval and issuance by City of
applications, approvals, permits and licenses regarding the Project pursuant to any laws
and ordinances. City will, to the extent reasonably appropriate and permitted by applicable
laws and ordinances, facilitate Developer's submissions, requests and applications pursuant
to the applicable laws and ordinances governing the Project; provided Developer's
submissions, requests and applications are complete, include all necessary fees and are
otherwise compliant with applicable laws and ordinances.

2.3 Property Documents. The City represents to Developer that City has
delivered all the following documents and information regarding the Property to Developer

in the City's possession (collectively, the “Property Documents”):

a) All boundary or other physical surveys;

b) All title insurance policies with copies of exceptions;
Cc) All environmental site assessments; and
d) All other reports, appraisals, inspections and documents regarding the

condition or value of the Property.

City makes no representation or warranty regarding the currency or accuracy of any of the
Property Documents. Developer acknowledges that its receipt of the Property Documents
does not in any way relieve Developer from conducting its own required surveying; title
examination; architectural, engineering, environmental, topographical, geological, soil,
developmental, inspections and other due diligence reasonably sufficient to determine the
condition of the Property (collectively, the “Inspections”’).

2.4 Due Diligence Regarding Property.

a) For a time period not to exceed one hundred and twenty (120) days after the
Effective Date (the “Diligence Period’’), Developer is permitted to conduct, at Developer's
sole expense and risk, tests and surveys reasonably sufficient to determine the condition of
the Property, including title examination, market, geological and structural analyses and a
non-intrusive environmental audit. Developer shall restore the Property, to the extent
practicable, as to any damage caused by the negligence of Developer, its employees,
agents, contractors, or subcontractors in making the Inspections, to the condition existing
prior to such damage. Developer acknowledges that Developer has reviewed all the
Property Documents and the condition of the Property, as set forth in the Property

Documents, is sufficient for its purposes under this Agreement. Developer shall have no
right to terminate this Agreement after the Closing for any condition of the Property as set
forth in the Property Documents.

b) Developer shall indemnify and hold harmless City from any and all claims
arising out of the negligent acts or omissions of Developer, its employees, agents,
contractors, or subcontractors in making the Inspections.

2.5 Project.
a) The Development Plan is subject to the City’s -land use and development

approval process.

b) The comprehensive development plans which are generally consistent with
the description of the City’s vision and objectives for the Project as described in the RFP
and this Agreement (the “Development Plan’’) shall include a general description of all
proposed development of the Project and required infrastructure improvements, including,
but not limited to, its design and construction. The Development Plan shall also include the
following:

(1) Creation and any modifications to the Development Plan;
(i1) All architectural and engineering designs;
(iii) All necessary governmental permits and approvals; and

(iv) All construction-related requirements (such as soil conditions and
environmental constraints consistent with the Development Plan).

ro) The City, together with its duly authorized agents and employees, may
inspect and monitor the Project and the work performed on the Project at any time with
commercially reasonable prior notice to Developer; provided that the City, and its duly
authorized agents and employees shall follow Developer's reasonable safety regulations.

2.6 Schedule and Order of Development. Developer shall administer all aspects
of the development of the Project subject to all applicable laws, rules and regulations,
including the code requirements of the City and based upon the construction schedule as
follows:

Developer shall develop the Project at its sole expense, except_as otherwise
described _and agreed to in this Agreement, in accordance with the Development Plan
consistent with the architecture, streetscape and the character of the adjacent area and
downtown Nashua and shall conform to the terms of the Development Plan. Developer
will, during the design process or design phase of the development of the Project, develop
and implement a design review process that will provide City and its professional staff the
right to review and approve, reject or suggest modifications to the Development Plan,