Search

LICENSE AGREEMENT

This LICENSE AGREEMENT (this “License”) dated [ ___, 2021 is by and
between the City of Nashua, New Hampshire, a municipal corporation duly existing under the
laws of the State of New Hampshire with offices located at 229 Main Street, Nashua, New
Hampshire 03060 (the “City”) and 141 Burke Subsidiary LLC, a New Hampshire limited
liability company, having an address of 124 Joliette Street, Manchester, New Hampshire 03105
(for itself and its successors and assigns, the “Licensee”). The City and Licensee may sometimes
be collectively referred to herein as the “Parties” and sometimes each be individually referred to
as a “Party”.

RECITALS

A, WHEREAS, the City is the owner of (i) that certain improved parcel of land located
in Nashua, New Hampshire, and commonly known as 143 Burke Street, and now identified on the
City of Nashua tax maps as Map 11-161, and (ii) that certain improved parcel of land commonly
known as 2 Sawmill Road and now identified on the City of Nashua tax maps as Map 5-26, each as
more particularly described on EXHIBIT A attached hereto and made a part hereof (the “City Land”
and together with any improvements now or hereafter located thereon, the “City Property’’).

B. WHEREAS, the City and Licensee are parties to that certain Purchase and Sale
Agreement dated November 6, 2020, as amended on [April] __, 2021 ) (the “P&S”), pursuant to
which Licensee is obligated to construct a fifty (50) space parking on the City Land on the terms and
conditions set forth in the P&S (the “Parking Lof”).

D. WHEREAS, Licensee has requested a construction license from the City in
connection with construction of the Parking Lot.

E, WHEREAS, the City acknowledges that it will benefit from the development of the
Parking Lot and hereby desires to grant this License to Licensee.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Parties, and in consideration of the mutual promises contained herein, the
Parties covenant and agree as follows:

1, Grant of License. The City hereby grants to Licensee, the right and license to enter
upon and use the City Land for the purpose of constructing the Parking Lot, which license rights
shall include the right to demolish existing structures and relocate utility lines, with the consent of
impacted utility if necessary, in the area of the Parking Lot, the rights of ingress, egress, and passage
of people, vehicles and construction equipment on the City Land, the right to bring temporary
utilities to the City Land, the right to use and store construction equipment and materials on the City
Land, the right to conduct construction activities on the City Land, and the right to park vehicles on
the City Land, provided that the foregoing activities shall not unreasonably interfere with the City’s
use of the City Land.

2. Term of License. The term of the License shall begin on the Effective Date and
terminate on the earlier of (i) five (5) years from the Effective Date, (ii) completion of the Parking
Lot (the “Yerm’’). Upon expiration of the Term, the License shall automatically terminate without
necessity of execution of any additional document or instrument, and the Parties shall no longer have
any rights or obligations under this License, except such rights and obligations as expressly survive
termination of this License, including as set forth in Sections 7 and 8 below.

3. Access and Use of Licensed Area. Licensee shall have access to the City Land and
the ability to exercise the rights under the License twenty-four (24) hours a day during the Term in
accordance with applicable City ordinances and regulations. The License shall be irrevocable during
the Term, except that the City may temporarily suspend the License in cases of (i) emergency, (ii)
paramount municipal need, or (iii) for the City’s access to its underground utilities and pipes. The
City will provide Licensee with reasonable notice of the suspension of the License to access its
underground utilities and pipes or in the event of a paramount municipal need.

4, Use of License by Those Claiming By, Through, or Under Parties. The License shall
include use of the License by those claiming by, through or under Licensee, including, but not
limited to, any agents, representatives, guests, licensees and invitees of Licensee.

5. Signage. Licensee will post appropriate detour signage for the benefit of the public, if
necessary.

6. Public Safety. Licensee shall exercise the License in a safe and sound fashion at all
times and shall take such actions as are reasonably necessary to protect the public.

7. Damage. Licensee shall repair any damage to the City Land to the extent caused by
Licensee’s exercise of the License. This Section 7 shall survive termination or revocation of the
License.

8. Indemnity. Licensee agrees to indemnify, defend and hold harmless the City and its
officials, agents and employees from any and all claims to the extent arising from Licensee’s use of
the City Land. This Section 8 shall survive termination or revocation of the License.

9. Insurance. Licensee shall at all times maintain insurance for bodily injury and
property damage in the amount of at least $1,000,000 per occurrence. Licensee shall maintain a
certificate of insurance on file with the City’s Legal Department during the Term.

10. Notices. Any notice or other like communication given pursuant to this License shall
be in writing and shall be delivered by hand, by certified mail, or by FedEx or other overnight
delivery service, at the address listed in the initial paragraph of this License. Any Party shall have
the right to designate a different notice address by notice similarly given. Any notices or other
communications given under this License shall be deemed to have been given on the date the same
was delivered, if delivered in hand, deposited in the United States mails as certified mail, or
deposited with Federal Express or other overnight delivery service.

11. Force Majeure. If Licensee is hindered in or prevented from the performance of any
act required under this License by reason of acts of God, strikes, lockouts, labor troubles, riots,

insurrection, war, or other circumstances outside the reasonable control of Licensee, then the Term of
the License shall be extended on a day-for-day basis corresponding to the length of the delay.

12. Amendments and Termination. This License may be modified, amended, or cancelled
only by a written instrument executed by all parties in interest at the time of such modification,
amendment, or cancellation.

13. Waivers. Failure on the part of any Party hereto to complain of any action or non-
action on the part of any other Party, no matter how long the same may continue, shall never be a
waiver by such Party of any of the rights hereunder. Further, no waiver at any time of any of the
provisions hereof by a Party shall be construed as a waiver of any of the other provisions hereof, and
a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any
subsequent time of the same provisions.

14. Exhibits; Captions: Recitals. Exhibit A is hereby incorporated herein by reference
and made a part hereof, as fully as if set forth in full herein. The captions of the articles and sections
of this License are for convenience only and shall not be considered or referenced in resolving
questions of interpretation and construction. The Recitals are incorporated herein by reference.

15. Construction of License. This License, which may be executed in multiple copies, is
to take effect as a sealed instrument; shall be construed under New Hampshire law (without regard
for conflicts of laws principles); sets forth the entire agreement between the Parties; and supersedes
all prior agreements and memoranda with respect to the subject matter hereof, except for the P&S.

141 Burke Subsidiary LLC

By:

Name:
Its:
Duly Authorized

City of Nashua

By:

Name: James W. Donchess
Its:Mayor
Duly Authorized

EXHIBIT A
City Land Legal Description

[To Be Attached Hereto]

LEGISLATIVE YEAR 2021
RESOLUTION: R-21-135

PURPOSE: Authorizing a First Amendment to Purchase and Sale

Agreement for real property located at 141-143 Burke Street
(Map 11, Lot 158)

ENDORSERS: Mayor Jim Donchess
COMMITTEE
ASSIGNMENT: Committee on Infrastructure

FISCAL NOTE:

ANALYSIS
This resolution authorizes the Mayor to enter into a First Amendment to Purchase and Sale
Agreement for the property located at 141-143 Burke Street. Purchaser requested the City grant
an easement that allows for trucks to maneuver in and out of the back loading dock.

Charter §77 provides that the Planning Board “shall review and make recommendations to the
mayor and board of aldermen on all locations for proposed municipal building and facilities,
including educational, [and] on the purchase and sale of any land by the city.”

Approved as to form: Office of fa

Date: rw O\ 303

O-21-061

ORDINANCE

CHANGING THE LOCATION OF THE HANDICAPPED PARKING SPACE ON
WATER STREET

CITY OF NASHUA

In the Year Two Thousand and Twenty-One

The City of Nashua ordains that Part Il “General Legislation”, Chapter 320 “Vehicles
and Traffic”, Article XII “Parking, Stopping and Standing”, Section 320-72 “Handicapped
parking” of the Nashua Revised Ordinances, as amended, be hereby further amended by deleting
the struck-through language and adding the new underlined language in the appropriate
alphabetical order as follows:

Ҥ 320-72. Handicapped parking.

A. The following parking spaces are designated as spaces for the handicapped:
Name of Street Number of Location
Spaces/Type
Water Street Hparatet Southside-besinnine-ate-pot247
feet-east-of Mechanic-Streetand

extending 20-feet-to-a-point-237-feet
eastotMechunieStreet-tteward
Main Street)

Water Street L-parallel South side, starting 155 feet east of
Mechanic Street and extending
easterly toa point 175 feet east of

All ordinances or parts of ordinances inconsistent herewith are hereby repealed.

This ordinance shall become effective at the time of removal and/or installation of the necessary
sign{s) and/or device(s).

LEGISLATIVE YEAR 2021

ORDINANCE: O-21-061

PURPOSE: Changing the location of the handicapped parking space on
Water Street

ENDORSER(S): Alderman Thomas Lopez

COMMITTEE

ASSIGNMENT: Committee on Infrastructure

FISCAL NOTE: Materials, Labor and Vehicle Overhead: $921.00

ANALYSIS

This legislation changes the location of the handicapped parking space on Water Street to allow
for two additional metered parking spaces.

Approved as to form: Office of Corporation Counsel

Date: A Litre Zz, Zoe)

A special meeting of the Board of Aldermen was held Monday, April 26, 2021, at 7:00 p.m. via
teleconference.

President Lori Wilshire presided; City Clerk Susan K. Lovering recorded.

Prayer was offered by City Clerk Susan K. Lovering; Alderman Richard A. Dowd led in the Pledge to the
Flag.

President Wilshire

As President of the Board of Aldermen, | find that due to the State of Emergency declared by the
Governor as a result of the COVID-19 pandemic and in accordance with the Governor's Emergency
Order #12 pursuant to Executive Order 2020-04, this public body is authorized to meet electronically.

Please note that there is no physical location to observe and listen contemporaneously to this meeting,
which was authorized pursuant to the Governor's Emergency Order. However, in accordance with the
Emergency Order, | am confirming that we are:

Providing public access to the meeting by telephone, with additional access possibilities by video or
other electronic means:

To access Zoom, please refer to the agenda or the City’s website for the meeting link.

To join by phone dial: 1-929-205-6099 Meeting ID: 842 85450609 #Passcode: 999999

The public may also view the meeting via Channel 16.

We previously gave notice to the public of the necessary information for accessing the meeting, through
public postings. Instructions have also been provided on the City of Nashua’s website at www.nashuanh.gov
and publicly noticed in the Nashua Telegraph, City Hall, and the Nashua Public Library.

If anyone has a problem accessing the meeting via phone or Channel 16, please call 603-821-2049 and they
will help you connect.

In the event the public is unable to access the meeting via the methods mentioned above, the meeting will
be adjourned and rescheduled. Please note that all votes that are taken during this meeting shall be done
by roll call vote.

Let’s start the meeting by taking a roll call attendance. VWhen each member states their presence, please
also state whether there is anyone in the room with you during this meeting, which is required under the
Right-To-Know Law.

City Clerk Lovering called the roll and asked them to state the reason he or she could not attend, confirmed
that they could hear the proceedings, and stated who was present with him or her.

The roll call was taken with 10 members of the Board of Aldermen present: Alderman Michael B. O’Brien,
Sr., Alderman Patricia Klee, Alderman Richard A. Dowd, Alderman June M. Caron, Alderman Benjamin
Clemons, Alderwoman Elizabeth Lu, Alderman Ernest Jette, Alderman Jan Schmidt, Alderman Linda
Harriott-Gathright, and Alderman Wilshire.

Alderwoman Shoshanna Kelly, Alderman Thomas Lopez, Alderman David C. Tencza, Alderman Brandon
Michael Laws and Alderman Skip Cleaver were recorded absent.

Special Board of Aldermen 04-26-2021 Page 2
PUBLIC HEARINGS

R-21-127 - AUTHORIZING THE MAYOR AND CITY TREASURER TO ISSUE BONDS NOT TO EXCEED
THE AMOUNT OF FIVE MILLION FOUR HUNDRED EIGHT THOUSAND DOLLARS
($5,408,000) FOR THE FISCAL YEAR 2021 CITY’S SEWER INFRASTRUCTURE
PROGRAM

President Wilshire

| will turn the meeting over to the Chairman of the Budget Committee Alderman Dowd.

Chairman Dowd

Yes as Alderman Wilshire just stated, we are going to have public hearings tonight on Resolutions

R-21-127 and R-21-128. The first resolutions is authorizing the Mayor and the City Treasurer to issue

bonds not to exceed the amount of $5,408,000 for Fiscal Year 2021 city’s sewer infrastructure program. |

believe that City Engineer Dan Hudson is going to give us an overview.

Dan Hudson, City Engineer

Thank you Alderman Dowd. I’m going to share my share. It says it’s disabled.
Chairman Dowd
Donna is going to give you permission.

Dan Hudson, City Engineer

| have a brief 11 slide presentation which I'll share with you.
Chairman Dowd
Donna are you all set to give him...

Donna Graham, Legislative Affairs Manager

I’m trying and it’s not allowing me to share the screen. Hold on. I’m going to make you co-host.
Chairman Dowd
There you go. That will work.

Donna Graham, Legislative Affairs Manager

All set?

Dan Hudson City Engineer

| believe so. Ok great.

So as noted, this is about the sewer bonds. Here’s a picture of an old sewer plan and profile. This
program addresses our collection system. So just looking through the numbers here, we have 446 miles of
the collection system. It’s broken down into sewer — about 82 miles. That's combined sewer where the
storm water and the sewer combined. Then we have sanitary sewer — 234 miles and 130 miles of separate
storm drain. Thirteen pump stations, 9 combined sewer overflow structures. That’s along the rivers that if