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LEGISLATIVE YEAR 2020
RESOLUTION: R-20-027
PURPOSE: Relative to the transfer of $200,000 from Department 192

“Debt Service”, Account 75200 “Interest Expense” into Fund
6500 “Property and Casualty Fund”, Account 68360 “Loss

Prevention”
SPONSORS): Mayor Jim Donchess
COMMITTEE
ASSIGNMENT:
FISCAL NOTE: Reduces fiscal year 2020 surplus appropriations.
ANALYSIS

This resolution authorizes a transfer from debt service interest expense in the amount of
$200,000 for the funding of supplies and personal protective equipment related to the
Coronavirus 2019 Pandemic (COVID-19).

Charter Sec. 53 permits the Board of Aldermen to transfer any unencumbered appropriation
balance or any portion from one department, fund or agency to another.

NRO 5-130, H provides that “when proposed legislation to transfer or re-appropriate a particular
appropriation or purpose thereof has had its first reading, such funds shall not be expended or
transferred while the legislation is pending”.

Approved as to account Financial Services Division
structure, numbers and

amount: By: /s/ John F. Griffin
Approved as to form: Office of Corporation Counsel

By: \2pur“teg Bar rlee
Date: AQus &, aD FO

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 sale and development of the “School Street Lot” for a housing project in
substantially the same form as the attached.

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 to effectuate the same.

RESOLUTION:

PURPOSE:

ENDORSERS:

COMMITTEE
ASSIGNMENT:

FISCAL NOTE:

LEGISLATIVE YEAR 2020

R-20-028

Authorizing the City of Nashua to enter into a Master
Development Agreement with Lansing Melbourne Group,
LLC

Mayor Jim Donchess

Alderman-at-large Michael B. O’Brien, Sr.
Ajiderman-at-large David C. Teneza
Alderman Richard A. Dowd

This resolution approves the sale of the School Street parking lot
for $900,000. In addition, the City will contribute $100,000 during
the predevelopment for the design of public facilities and
infrastructure surrounding the project site in the form of
reimbursement for pre-approved design fees. Once construction is
completed additional terms include payment in lieu of parking
requirements and a High Street Garage lease.

ANALYSIS

This resolution authorizes the City of Nashua to enter into a “Maser Development Agreement”
with Lansing Melbourme Group, LLC regarding the sale and development of the School Street

Lot for a housing project.

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,
mecluding educational, [and] on the purchase and sale of any land by the city.”

Approved as to account
structure, numbers and
amount:

Approved as to form:

Financial Services Division

By: /s/ John Griffin

Office of Corporation Counsel

By: /s/ Celia K. Leonard, Esq.
Date: April 8, 2020

TABLE OF CONTENTS

Page

ARTICLET. RECITALS 2
ARTICLE I. TERMS 3
ARTICLE Il. 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 May __, 2020, 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 fo 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 “Property”,
also referred to in the RFP 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.

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

1.8 The City intends to sell and convey fee simple title to 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

c) Provision of housing opportunities in downtown Nashua.

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, 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.

had

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 Purchase of Property.

a) Purchase Price. Subject to the terms of this Agreement and the
satisfaction of the conditions precedent contained in this Agreement, the City will convey
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 “Purchase Price”), which reflects the per-unit cost of
$6,000 for each unit to be constructed in the Project multiplied by a total of one-hundred
and fifty (150) units. The Purchase 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 convey the Property to Developer and Developer shall
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 (ii) 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 shail the
Closing Date be after February 1, 2021.

c) 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;

Nashua Signs — page 5
9 November 2021

Signs Program Discussion

With the creation of two signs, we suggest that the City of Nashua give consideration to developing
an interpretive sign program for the City. The two signs for this project could then be designed as
part of that program. BaileyDonovan has considerable experience creating branding and designs
that could be used for such a program and has included information in their project proposal.

Several other cities in New Hampshire have interpretive sign programs. Two have web sites.
These links will illustrate some possibilities. (Portsmouth has a short discussion about their
“program”’).

Portsmouth: http://files.cityofportsmouth.com/community/hmrp.htm

MORIAL BRIDGE 1923-2012 cet

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Merchants Row ca. 1950 - 386-388 Central Ave First Parish Church - 218 Central Ave

(ii) 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 Purchase Price to City;
(ii) Closing of Developer’s financing;
(iit) Approval by City of the Development Plan; and
(iv) No default by Developer.
e) Other Closing Documents. At the Closing:

(1) City will deliver to Developer a New Hampshire compliant Quit
Claim Deed for the Property, free and clear of any mortgages, deeds of trust or other
monetary liens (the ““Deed”’);

(ii) 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

(it) City and Developer will deliver to each other fully executed
counterparts to the Closing statement.

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;
c) 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.