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RESOLUTION;

PURPOSE:

SPONSOR(S):

COMMITTEE
ASSIGNMENT:

FISCAL NOTE:

LEGISLATIVE YEAR 2020
R-20-089

Relative to the acceptance and appropriation of $30,345 from
the United States Department of Justice into Police Grant
Activity “2020 Justice Assistance Grant (Multi-Jurisdictional)”

Mayor Jim Donchess

Human Affairs Committee

Fiscal impact is a $30,345 grant to the City to be used for a specific
purpose. This grant does not cover the City’s cost of the wage
driven benefits (i.e, pension costs, social security, and Medicare)
associated with overtime costs. The wage driven benefits in the
amount of approximately $9,067 will be funded through the Police
Department’s operating budget.

ANALYSIS

This resolution authorizes the city to accept and appropriate funds from the United States
Department of Justice into Police Grant Activity “2020 Justice Assistance Grant (Multi-
Jurisdictional)” for the purpose of purchasing equipment, training and/or funding overtime.

Approved as to account

Financial Services Division

number and/or structure,

and amount:

Approved as to form:

By: /s/John Griffin

Office of Corporation Counsel

By: ( put, QW Aoe
Date: 2 menor, nee

R-20-090

RESOLUTION

AUTHORIZING THE PURCHASE OF LAND AND BUILDINGS AT 55 FRANKLIN
STREET (MAP 68, LOT 53)

CITY OF NASHUA

In the Year Two Thousand and Twenty

RESOLVED by the Board of Aldermen of the City of Nashua that the Mayor is hereby
authorized to purchase property located at 55 Franklin Street (Tax Map 68, Lot 53) from Grace
Fellowship of Nashua on terms and conditions in substantially similar to the attached Purchase
and Sale Agreement. The purchase price of said land and buildings shall be one million eight
hundred twenty five thousand dollars ($1,825,000).

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 related to the Purchase and Sale Agreement.

LEGISLATIVE YEAR 2020

RESOLUTION: R-20-090

PURPOSE: Authorizing the purchase of land and buildings at 35 Franklin
Street (Map 68, Lot 53)

ENDORSERS: Alderman Richard A. Dowd
Alderman Jan Schmidt

COMMITTEE

ASSIGNMENT: Planning and Economic Development Committee

FISCAL NOTE: Purchase price of one million eight hundred twenty five

thousand dollars ($1,825,000)

ANALYSIS

This resolution authorizes the purchase of 55 Franklin Street (Map 68, Lot 53). The Board of
Education approved the purchase on October 26, 2020.

NRO §5-4, A states that the Board of Alderman shall approve public funding for the purchase of
all City and school land and buildings. 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 account Financial Services Division
structure, numbers and
amount: By: /s/John Griffin

Approved as to form: Office of Cee
By:

Date: if [4 | ona

REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made
and entered into on this day of , 2020, by and between Grace
Fellowship of Nashua, having a mailing address of 55 Franklin Street, Nashua, New Hampshire
(“Seller”) and The City of Nashua, a municipal corporation, having an address of 229 Main
Street, Nashua, New Hampshire 03060, (“Buyer”).

1, PURCHASE AND SALE. Seller agrees to sell and convey, and Buyer agrees to buy, on
the terms and conditions hereinafter set forth, a parcel of land with the buildings and
improvements thereon, located in Nashua, Hillsborough County, New Hampshire, known as or
described as Lot 68-53 of the City of Nashua Tax Maps, having an address of 55 Franklin
Street, Nashua, New Hampshire, being the property described in a deed recorded in the
Hillsborough County Registry of Deeds, Book 6243, Page 1916 (“Premises”).

2. PURCHASE PRICE. Subject to any adjustments and prorations hereinafter described,
Buyer agrees to pay for the Premises the sum of One Million Eight Hundred Twenty Five
Thousand and 00/100 Dollars ($1,825,000.00) (“Purchase Price”). The Purchase Price shall be
payable as installments as follows:

Deposit: paid on or before 10 days of fully executed Agreement $430,000
Installment #1: paid at closing $170,000
Installment #2 paid on or before September 30, 2021 $250,000
Installment #3: paid on or before September 30, 2022 $250,000
Installment #4: paid on or before September 30, 2021 $725,000

Installments may be prepaid at any time without penalty.

3, TITLE. Seller shall convey the Premises to the Buyer at the Closing in fee simple with
good, insurable, and marketable title by Warranty Deed, free and clear of all liens and
encumbrances, except as set forth in the deed or matters of record. Parties shall also deliver such
additional documents as may be required under this Agreement or as may be reasonably required
by their respective counsel or the title insurance companies insuring the transaction, including
but not limited to, assignments, affidavits, documents and certificates.

4. CLOSING. The closing shall occur on , 2020, at a time and location
mutually agreed to by the parties.

5, INSPECTION AND DUE DILIGENCE PERIOD. The obligations of Buyer to
consummate the transaction contemplated by this Agreement are expressly conditioned on the
satisfaction of each of the following conditions and, if any such condition is not satisfied as
hereafter provided, Buyer will be entitled to either: (a) waive the same in writing; or (b) terminate
this Agreement. On such termination the Buyer and Seller will be released from further
performance hereunder.

A. Title Examination/Survey.

1, If Buyer desires an examination of title or survey of the Premises, it
shall pay the cost thereof.
2. The Buyer shall report to the Seller the results of any such survey or

examination of title within forty-five (45) days of the acceptance of this Agreement by the Seller
and in such report (the “Title Report”) identify any survey issues, defects in title, encumbrances or
other matters which would render title unmarketable (collectively the “Objections”) and (ii) any
mortgages, liens or other financial encumbrances (“Financial Encumbrances”). In the Title Report,
the Buyer shall also identify those matters of title to which the Buyer has no objection (the
“Permitted Encumbrances”), Ifthe Buyer does not provide a Title Report within the time period set
forth above, this contingency shall be deemed waived by the Buyer.

3. The Seller, at its election, may attempt to remove or correct the
Objections in or within thirty (30) days of receipt of the Title Report. With respect to the Financial
Encumbrances, they shall be paid in full from the funds due Seller at the closing.

4, During the pendency of this Agreement, the Seller shall not (i) enter
into any tenancy agreement, lease, occupancy agreement or other agreement concerning the
possession or use of the Premises with any third parties; (ii) grant any easements, establish any
covenants, nor suffer, permit or grant any encumbrances (including mortgages, liens or
attachments); or (iii) grant, transfer, assign, convey, pledge, mortgage or otherwise hypothecate any
interest in the Premises, or suffer the same to occur. In the event that an involuntary attachment is
placed against the Premises, then the Seller shall have up to thirty (30) days to cause a release or
discharge of such attachment to be duly issued or ordered and recorded.

5. In the event the Seller is unable or unwilling to remove the
Objections within the thirty (0) day period specified in subparagraph (c) above, then, at the
Buyer’s election, (i) this Agreement shall terminate and neither party having any further obligations
to or rights against the other under this Agreement; or Gi) the Buyer may elect to complete the
Closing and accept such title to the Premises as the Seller may convey, without any diminution in
the Purchase Price. In the event that an encumbrance or a matter akin to an Objection against the
Premises after the effective date of the Title Report and before the Closing, then the Seller shall
undertake to remove such encumbrance or matter prior to the Closing to enable the SELLER to
convey the Premises as contemplated in Section 3 above.

B. Due Diligence. Buyer shall have sixty (60) days from the execution of this
Agreement (the “Due Diligence Period”) to undertake at its sole cost and expense the following: (i)
an Environmental Phase I Report; (ii) an Environmental Phase 1] Report (if deemed prudent as a
result of the Environmental Phase 1); (i1i) cost estimates to address any environmental issues; (iv)
test pits and borings; (v) wetlands studies; (vi) Zoning/Planning review with the City of Nashua; and
(vii) investigation into any other issues relevant to Buyer’s decision to the purchase of the Premises.

If Buyer shall discover or determine prior to the expiration of the Due Diligence Period
that it is not satisfied in any way with the status of the Premises or the results of any of its due
diligence or inspections, Buyer shall have right to terminate this Agreement and have the Deposit
refunded forthwith, and all the parties shall thereafter be released from any further obligations
hereunder.

6. POSSESSION OF THE PREMISES AND RISK OF LOSS. The Premises shall be
delivered to the Buyer at the time of the closing free of all tenants, personal property, and
encumbrances, The risk of loss or damage to the Premises, by fire or other casualty, or
condemnation, prior to the Closing Date is assumed by Seller. [fall or a portion of the Premises
should be destroyed or damaged by fire, other casualty, or taken by eminent domain, Buyer may, at
its option, terminate this Agreement by written notice delivered to the Seller at or prior to the
closing, and both parties shall be discharged from all further obligations or Buyer may accept
assignment of insurance or condemnation proceeds and proceed with purchasing the Premises.

7. FINANCING, This Agreement is not contingent upon the Buyer obtaining financing.

8. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Buyer that the following are true as of the date of this Agreement and will be true as
of the Closing:

(a) The Premises are not the subject of any existing cease and desist orders,
enforcement actions, or any federal, state of local code enforcement violations.

(b) There are no unrecorded outstanding pending or threatened liens, claims, rights of
first refusal, licenses, or encumbrances against or affecting the Premises, which
have not been disclosed to Buyer in this Agreement.

(c) There are no outstanding claims, losses or demands against Seller by any person,
entity, or governmental unit respecting Seller’s ownership, use, or occupancy of
the Premises, which have not been disclosed to Buyer in this Agreement,
including without limitation Mechanic’s Liens.

(d) Seller has no knowledge of any boundary disputes or encroachments affecting the
Premises.

(e) There are no leases of any portion of the Premises.

(f) Seller has no knowledge of any pending or threatened litigation that may
adversely affect the transfer of the Premises hereunder or materially affect the
value of the Premises.

(g) Neither the whole nor any portion of the Premises has been condemned,
requisitioned, or otherwise taken by any public authority and no notice of any
such condemnation, requisition or taking has been received by the Seller and no
such condemnation, requisition or taking is threatened.

(h) Seller has not knowingly released into the environment or discharged, placed or
disposed of any hazardous materials, substances, or waste or knowingly caused
the same to be released into the environment or discharged, placed or disposed of
at, on, or under the Premises. Notwithstanding the foregoing, the Seller cannot
represent to Buyer that there are no hazardous waste issues as a result of the

current activities of other unit owners. To the best of Seller’s knowledge, the
Premises complies in all material respects with all applicable federal and state
environmental laws and regulations. Seller has not received any written notice
from any governmental authority or any written complaint from any third party
with respect to its alleged non-compliance with, or potential liability under, any
environmental laws and regulations.

(i) There are no rights of first refusal or options to purchase associated with the
Premises.
(j) Seller has authority to enter into this Agreement and will provide necessary

authority documents at the Closing.
These representations shall survive the Closing.

Other than the representations contained above and the warranty of the proposed
Warranty Deed, Seller makes no representation or warranty as to fitness, merchantability,
condition or use of the Premises for any particular purpose as the Premises is sold “AS-IS”.

9. DEFAULT AND REMEDIES. In the event that Buyer defaults in the performance of its
obligations hereunder, Seller shall be entitled to retain the Deposit as reasonable liquidated
damages.

10. ACCESS TO THE PREMISES. The Seller hereby grants to the Buyer, its agents and
independent contractors, access to the Premises to undertake such activities as may be necessary
for the Buyer to exercise its rights this Agreement. The Buyer shall restore any portion of the
Premises disturbed by the Buyer in connection with such activities. Buyer, its agents and
independent contractors, shall use their best efforts to minimize the disturbances and impact on
Seller during such activities and shall indemnify and hold harmless Seller from any damages
resulting from such activities.

11. BROKERAGE. Seller and Buyer represent and warrant to each other that neither has
dealt with any real estate broker, agent or salesperson in connection with this transaction. Each
party agrees to defend, indemnify, and hold the other harmless from any claims, costs,
judgments, or liabilities of any kind advanced by persons claiming real estate brokerage fees
through the indemnified party. The indemnities set forth in this Section shall survive closing.

12. PERSONAL PROPERTY INCLUDED. Buyer is unrepresented. Buyer is represented
by Ron Fredette of KW Commercial NH. .

13. ADJUSTMENTS, PRORATIONS AND CLOSING COSiTS.
(a) Real Estate taxes, assessments, special assessments, rents, water bills, sewer,

utilities and condominium association fees, shall be prorated as of the Closing,
and the Selling price shall be adjusted accordingly.

(b) All recording fees for the deed of conveyance will be paid by the Buyer.
Recording fees for any necessary discharges will be paid by the Seller from the
closing proceeds.

(c) Seller and Buyer shall pay their own attorney’s and, if applicable, broker fees.

(d) This transfer will be exempt from New Hampshire real estate transfer tax pursuant
to NH RSA 78-B:2, I.

14. CONDEMNATION. In the event of the taking of all or any part of the Premises by
eminent domain proceedings, or the commencement or bona fide threat of the commencement of
any such proceedings, prior to Closing, Buyer shall have the right, at Buyer’s option, to
terminate this Agreement by giving written notice thereof to Seller prior to Closing. If Buyer
does not so terminate this Agreement, the Purchase Price shall be reduced by the total of any
awards or other proceeds received by Seller prior to Closing with respect to any taking, and, at
Closing, Seller shall assign to Buyer all rights of Seller in and to any awards or other proceeds to
be paid or to become payable after Closing by reason of any taking. Seller shall notify Buyer of
eminent domain proceedings within five (5) days after Seller learns thereof.

15. GENERAL PROVISIONS.

(a) Entire Agreement. All representations, statements, and agreements heretofore
made between the parties are merged in this Agreement, which alone fully and
completely expresses their respective obligations, and this Agreement is entered
into by each party after opportunity for investigation, neither party relying on any
statement or representation not embodied in this Agreement made by the other or
on its behalf.

(b) Modification. This Agreement cannot be changed, amended, or modified in any
way except by an instrument in writing, executed by the party or parties to be
charged with the change, amendment, or modification.

(c) Notices and Requests. Any notice, request, instruction, or other document given
or required to be given hereunder shall be in writing, and shall be deemed given
when hand-delivered or deposited in the mail by registered or certified mail,
postage pre-paid, to the parties at the following address, or as at such other
addresses as the parties by like manner shall notify each other from time to time:

TO SELLER: Grace Fellowship of Nashua

TO BUYER City of Nashua
Economic Development Division Director
229 Main Street

Nashua, NH 03061

With a copy to: Celia KK. Leonard
Deputy Corporation Counsel
229 Main Street
Nashua, NH 03061

(d) Governing Law. This Agreement shall be interpreted under the laws of the State of
New Hampshire. The captions used herein are for convenience only, are not a part of this
Agreement, and shall not be used in construing it.

{e) Counterparts. For the convenience of the parties, this Agreement may be executed
in several counterparts, which are in all respects identical and each of which shall be deemed to be
complete in itself so that any one may be mtroduced in evidence or used for any other purpose
without the production of the other counterparts.

(f) Further Assurances. In addition to the acts and deeds recited herein and
contemplated to be performed at Closing, Seller and Buyer agree to perform such other acts and to
execute and/or deliver such other instruments and documents as either Seller or Buyer, or their
respective legal counsel, may reasonably require to effectuate the objectives of this Agreement.

[SIGNATURE PAGES FOLLOW]

Seller
Grace Fellowship of Nashua

Name:
Title:

Buyer
City of Nashua

Name:
Title: