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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:

Gi) Creation and any modifications to the Development Plan;
Git) — All architectural and engineering designs;
(ii1} Ali necessary governmental permits and approvals; and

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

¢) 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 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, including regularly scheduled meetings in accordance with the
construction schedule, to update City on Developer's progress of the Project. Developer
shall conduct scheduled meetings on a monthly basis to keep City apprised of the
progress of development of the Project. The meetings shall include the Developer, City
representatives and the specialty consultants. Developer shall prepare and distribute
detailed, accurate minutes for all such meetings.

2.7 Development Standards.

a) Developer shall perform the work in accordance with the standard of care
and expertise normally employed by development firms, consultants and contractors
performing similar services in metropolitan areas in New Hampshire, and all duties under

this Agreement shall be measured and interpreted in accordance with such standard of
performance.

b) Developer hereby warrants to City that the materials and equipment
furnished in accordance with this Agreement will be of good quality, that the work will
be free from defects, and that the work will conform with the requirements of the
Development Plan. Developer hereby represents, warrants, and covenants that neither it
nor its affiliates shall file a mechanic's lien, materialmen’'s lien, or other lien against any
assets of City, and hereby waives and releases any right it may have or may hereafter
acquire to file a lien against the any assets of City. Developer shall indemnify and hold
harmless City from any losses, damages, and liabilities, to the City as a result of a breach
of this provision.

c) Developer shall pay all fees levied by the City or any other governmental
entity, including, but not limited to, all tap fees, water & sewer fees, and permit fees.
Developer shall plan for all utility services required for the Project and negotiate all
necessary agreements with the appropriate municipal authorities and utility companies
related to access, traffic, utilities, zoning and other design and construction elements
pertaining to the Project. Developer shall obtain and pay for all construction-related
permits and all certificates of occupancy. City shall cooperate with Developer as is
reasonably necessary for Developer to obtain such approvals, permits and certificates of
occupancy.

d) Developer shall apply for and maintain in full force and effect any and all
governmental permits and approvals required for the lawful construction of the Project
and comply with all the terms and conditions applicable to the Project contained in any
governmental permit or approval required or obtained for the lawful construction of the
Project, or in any insurance policy affecting or covering the Project.

2.8 Ownership of Development Plans. If the Project is not constructed, then
Developer will retain ownership of the preliminary plans, the Development Plan and
other design and construction work product relating to the Project in accordance with this
Agreement.

2.9 City Improvements. City represents water and wastewater are available at
the Property boundary.

ARTICLE III: DEFAULTS

3.1 Defaults by Developer and Remedies of City. If Developer materially
defaults on the performance of its obligations to City prior to the Closing Date, then
Developer will have thirty (30) days after the City’s delivery of written notice to
Developer of the default to cure the default; however, if the default requires more than
thirty (30) days to cure, Developer shall have such additional time as may be reasonably
required to cure the default, provided Developer commences the cure within the initial
thirty (30) day cure period and thereafter diligently prosecutes the cure to completion (not

to exceed sixty (60) days after commencement of the cure). If Developer is not able to
cure the material default during the applicable cure period, then City will be entitled to
terminate this Agreement and receive all of Developer's non-confidential work product
regarding the Project, including the Project Design Drawings, and Development Plan
(collectively, the "Liquidated Damages"). The Parties hereby agree that the Liquidated
Damages are intended to be and will be the full liquidated damages for the Developer’s
failure to perform its duties, liabilities and obligations under this Agreement. The parties
agree that City's damages would be very difficult to ascertain and the Liquidated
Damages provided in this Section 3.1 constitutes a reasonable estimate of City's damages
and is not intended as a penalty but as fully liquidated damages.

If Developer defaults on the performance of its obligations to City after the Closing Date,
then Developer will have thirty (30) days after the delivery of written notice by City of
the default to cure the default; however, if the default requires more than thirty (30) days
to cure, Developer shall have an additional thirty (30) days to cure the default, provided
Developer commences the cure within the initial thirty (30) day cure period and
thereafter diligently prosecutes the cure to completion. If Developer is not able to cure
the default during the applicable cure period, then City may, at its sole discretion, (i)
terminate this Agreement and receive the Liquidated Damages; (ii) pursue an action
under the Payment and Performance Bonds as set forth in Section 4.4 below; or (iii)
pursue the right to specific performance against Developer that would require Developer
to fully perform all of its obligations under this Agreement on a timely basis.

3.2 Notice to Financiers and Ability to Cure. Notwithstanding anything in this
Agreement to the contrary, City shall copy Developer's lender or equity partner in writing
(at any address provided for that purpose by Developer or its lender or equity partner) on
any default notice that City sends to Developer, and Developer's lender or equity partner
shall have the same rights to cure Developer's default as Developer has under this
Agreement.

3.3 Defaults by City and Remedies of Developer. If City defaults materially
on the performance of its obligations to Developer under this Agreement, then City will
have thirty (30) days after the delivery of written notice by Developer of the default to
cure the default; however, if the default requires more than thirty (30) days to cure, City
shall have such additional time as may be reasonably required to cure the default,
provided City commences the cure within the initial thirty (30) day cure period and then
diligently prosecutes the cure to completion. If City is not able to cure the default during
the applicable cure period, then Developer will be entitled to pursue any remedy available
at law or equity, including the termination of this Agreement and claims for damages
resulting from the breach and termination(s).

3.4 Other Defaults. A Party will be in default of its obligations under this
Agreement in the event that it is adjudicated bankrupt or insolvent, makes an assignment
for the benefit of creditors or enters into a composition for creditors, or will file a
voluntary bankruptcy petition or an answer admitting the material allegations of an
involuntary bankruptcy petition; or if an order is entered appointing a receiver or trustee

for that Party or for a substantial portion of the assets of that Party and the same is not
vacated within sixty (60) days after entry, or if that Party applies for or consents to the
appointment of any such receiver or trustee. In the event of a default specified in this
Section 3.4, non-defaulting Party may immediately pursue all remedies available to it by
law or in equity, including specific performance and the termination of this Agreement.

ARTICLE IV: CITY AND DEVELOPER MUTUAL OBLIGATIONS

4] City Approval. The Board approved this Agreement on
, 2020 pursuant to the communication attached and incorporated into
this Agreement as Exhibit “C”,

4.2 Exclusivity. During the term of this Agreement, City will work
exclusively with the Developer to develop the Project.

4.3 Insurance. Developer shall maintain, and shall assure that its contractors
who enter the Property maintain, public liability and property damage insurance in
agreements and in form and substance adequate to insure Developer, its agents,
employees or contractors, from claims arising out of any entry or inspections of the
Property pursuant to the provisions of this Agreement, and Developer shall provide City
with evidence of this insurance coverage prior to performing any inspections of the
Property. The liability insurance shall name City as an additional insured and shall have
liability limits of at least $1,000,000.00 per occurrence/$1,000,000.00 general aggregate.

4.4 Performance Bonds. In addition to any applicable performance or financial
guarantees under the City’s Revised Ordnances, Developer shall require its general
contractor to (i) furnish bonds covering faithful performance of the contract governing
construction of the Project, completion of construction of the Project and payment of
obligations arising in connection with the construction of the Project and (i) furnish
bonds for all subcontractors with contracts over $250,000.00, from a surety or sureties
acceptable to the City and duly authorized to do business in New Hampshire, (the
“Payment and Performance Bonds”). City shall be specifically named as a beneficiary
under the Payment and Performance Bonds and the Payment and Performance Bonds
shall, in all respects, be reasonably satisfactory to City. A duplicate original of the
Payment and Performance Bonds shall be supplied to City, and City shall be entitled to
maintain a direct action against the applicable surety/bonding company (and any other
parties that may be necessary parties to such an action). In the event of a default by
Developer’s general contractor under its construction contract, City shall be entitled to
participate fully in any action against the general contractor or the surety/bonding
company and the Developer shall not agree to any compromise or settlement of that
action without City’s prior written consent, provided that City’s prior written consent
shall not be unreasonably withheld.

4.5 Offsite Engineering Services. During the Diligence Period, the City will
provide $100,000 in funding during predevelopment for the design of public facilities and

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infrastructure surrounding the project site in the form of reimbursement for pre-approved
design fees.

4.6 Agreement to Seek Funds for Offsite Costs. City and Developer will use
best efforts to obtain funding through U.S. Housing and Urban Development Community
Development Block Grants or similar programs to offset offsite costs.

4.7 Payment in Lieu of Parking Requirements. With Planning Board approval,
Developer will pay an in-lieu fee of nine thousand dollars ($9,000) per unit, for up to one
hundred and fifty (150) units, in the Project for City allowing no onsite parking, which
fee shall be payable at the rate of one thousand dollars ($1,000) per unit the first
anniversary of the certificate of occupancy and two thousand dollars ($2,000) per unit per
year on the subsequent anniversary date of the project certificate of occupancy and
continuing annually for four (4) years. The fees shall be held in an escrow account by the
City for the capital expansion of the parking system and to guarantee future parking

supply.

4.8 High Street Garage Lease. The City and Developer will enter into a long
term (50 year minimum) lease for parking in the High Street Garage to provide at least
one space per unit for the Project’s residents (the “Garage Lease”). The Garage Lease
will include a ramp up period to accommodate the Project’s lease up for the first twenty-
four (24) months after a certificate of occupancy is issued for the Project, starting at $0
per month per space in the first (1“) month and increasing to FIFTY AND NO/100
DOLLARS ($50) per month per space in the twenty-forth (24™) month. The Garage
Lease will include a provision to lease the spaces referred to above for $50 per month
through the tenth (10") anniversary of the Project’s certificate of occupancy. After that
time, the lease will include a provision to allow the rate to be modified to a price not
more than that offered to other “wholesale” (20 permits or more) users of the Nashua
parking assets. If on the tenth anniversary that wholesale rate is greater than $55, then the
parking rate shall be adjusted up to match that wholesale rate over a three-year period in
equal monthly increases in order to maintain the tenant’s ability to pay.

ARTICLE V: MISCELLANEOUS

5.1 Disclaimer of Joint Venture, Partnership and Agency. This Agreement
shall not be interpreted or construed to create an association, joint venture, or partnership
between Developer and City, or to impose any partnership obligation or liability upon the
Parties. Neither Developer nor City shall have any right, power or authority to enter into
any agreement or undertaking for, or act on behalf of, or to act as or be an agent of
representative of, or to otherwise bind, the other.

5.2. No Third-Party Beneficiaries. This Agreement is not intended to and does
not confer any right or benefit on any third party other than the Parties.

HH

5.3 Notices. Unless specifically provided otherwise by this Agreement, any
notice, demand, request, consent, approval or communication which a signatory Party is
required to or may give to another signatory Party under this Agreement shall be in
writing and shall be delivered or addressed to the other at the address below set forth or
to such other address as such Party may from time to time direct by written notice given
in the manner in this Agreement prescribed. The notice or communication shall be
deemed to have been given or made when communicated by personal delivery or by
independent courier service or by facsimile or by email with a hard copy to be delivered
by independent courier service by the next business day. The Parties shall make
reasonable inquiry to determine whether the names or titles of the persons listed in this
Agreement should be substituted with the name of the listed person's successor.

City: Tim Cummings, Director of Economic Development
City Hall —- Economic Development Office
229 Main Street/P.O. Box 2019
Nashua, New Hampshire 03061

With a copy to: Celia Leonard, Deputy Corporation Counsel
City Hall - Corporation Counsel Office
229 Main Street/P.O. Box 2019
Nashua, NH 03061

Developer: Lansing Melbourne Group, LLC
2420 East Sunrise Boulevard, #90
Fort Lauderdale, Florida 33304
Attn: Peter Flotz

With a copy to: Drew Melville, Esquire
Melville Law, P.A.
101 NE 3 Avenue, Suite 1500
Fort Lauderdale, Florida 33301
Phone: 954-332-3533
Email: drew@melville law

5.4 Entire Agreement. This Agreement sets forth and incorporates by
reference all the agreements, conditions and understandings between the Parties relative
to the Project and supersedes all previous agreements. There are no promises,
agreements, conditions or understandings, oral or written, expressed or implied, among
the Parties relative to the matters addressed in this Agreement other than as set forth or as
referred to in this Agreement or as contained the Development Plan as of the Effective
Date.

5.5 Construction. The Parties agree that each Party and its counsel have
reviewed and revised this Agreement and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting Party shall not apply in the
interpretation of this Agreement or any amendments or exhibits to this Agreement.

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5.6 Assignment.

a) Developer shall not, prior to the issuance of a certificate of occupancy (or
local equivalent) for the Project, assign or transfer this Agreement or delegate any of its
obligations or duties under this Agreement without the prior written consent of City,
which consent may be withheld in City's sole discretion, except that Developer may
freely assign to entities within the control of the same principals as those of the
Developer or for the purposes of financing or other legal requirements.

b) Developer shall not, after the issuance of a certificate of occupancy for the
Project, assign or transfer this Agreement or delegate any of its obligations or duties
under this Agreement without the prior written consent of City (which consent shall not
be unreasonably withheld or delayed), except that Developer may freely assign its
interest in the Agreement to entities within the control of the same principals as those of
the Developer or for the purposes of financing or other legal requirements.

c) No assignment, with or without the consent of City, shall be effective
unless each assignee shall assume and agree to perform and observe all the covenants and
agreements of Developer being assigned. No assignment of this Agreement by Developer
shall release or relieve the Developer of any duties, obligations or liabilities under this
Agreement and from and after any such assignment the assigning Developer shall be
jointly and severally liable with the assignee for the performance of and compliance with
all of Developer's duties obligations and liabilities under this Agreement.

d) City may not assign, transfer or delegate its rights, duties and obligations
under this Agreement without the consent of Developer in its reasonable discretion
(which consent shall not be unreasonably withheld or delayed) to any purchaser of the
Property who assumes and agrees to perform and observe all the covenants and
agreements of City being assigned thereby. No such assignment, with or without the
consent of Developer, shall be effective unless each such assignee shall assume and agree
to perform and observe all the covenants and agreements of City being assigned thereby,
In the event of any assignment of the interest of City under this Agreement, City shall be
released and relieved of all liability for the performance and observance of all covenants
and agreements of City’s covenants and agreements under this Agreement so assigned.

5.7 Terms for Consent or Approval. When this Agreement calls for one Party
to seek the approval or consent of the other Party, the Party with the right to grant or deny
consent or approval must exercise its reasonable discretion in doing so, unless specified
otherwise by the terms of this Agreement. The requesting party must make requests for
consent or approval in writing in accordance with the terms for notice in this Agreement
and substantiate that request with commercially reasonable documentation unless
specified otherwise by the terms of this Agreement. The Party with the right to grant or
deny consent or approval shall review each such request diligently, reasonably and in
good faith and deliver its decision whether to give or deny consent or approval to the
requesting Party in writing in accordance with the terms for notice in this Agreement

within thirty (30) business days of the delivery of the other Party’s request. If the
reviewing Party elects to deny its consent or approval, then it must substantiate that
decision with commercially reasonable documentation that enables the requesting Party
to comprehend the decision and, if appropriate, modify such request and re-submit it to
the reviewing Party for further review pursuant to these terms for consent or approval. A
Party reviewing a request for consent to the assignment of rights and obligations by the
requesting Party may consider the creditworthiness, financial wherewithal, expertise and
experience of the proposed assignee when compared to the requesting Party, in the
exercise of reasonable discretion whether to grant or deny consent or approval.

5.8 Terms for Other Response. When this Agreement calls for one Party to
notify the other Party of any other election under this Agreement, then the electing Party
shall notify the other party of the applicable decision no later than thirty (30) days after
the electing Party was notified of its obligation to make the election.

5.9 Governing Law. This Agreement shall be governed by the laws of the
State of New Hampshire. The parties hereto agree that any action brought by either party
to enforce the terms of this Agreement shall be filed in the Superior Court of
Hillsborough County, New Hampshire or the United States District Court of New
Hampshire, Concord Division.

5.10 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original and such counterparts shall constitute one and
the sarne instrument.

5.11 Agreement to Cooperate. In the event of any legal action instituted by a
third party or other governmental entity or official challenging the validity of any
provision of this Agreement, the Parties hereby agree to cooperate in defending that
action; provided, however, each Party shall retain the right to pursue its own independent
legal defense.

5.12 No Deemed Waiver. Failure of a Party to exercise any right under this
Agreement shall not be deemed a waiver of any such right and shall not affect the right of
that Party to exercise at some future time said right or any other right it may have under
this Agreement,

5.13 Severability. If any term or provision of this Agreement shall be judicially
determined to be void or of no effect, that determination shall not affect the validity of
the remaining terms and provisions of this Agreement. The Parties agree that if any
provision of this Agreement is judicially determined to be invalid because it is
inconsistent with a provision of state or federal law, this Agreement shall be amended to
the extent necessary to make it consistent with state or federal law and the balance of the
Agreement shall remain in full force and effect.

5.14 Authority. Each Party represents that it has undertaken all actions
necessary for approval of this Agreement, and that the person signing this Agreement has

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Nashua Signs — page 6
9 November 2021

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the authority to bind City and Developer. Notwithstanding the foregoing, with the
approval of this Agreement, City Council hereby delegates to the City Manager the
authority to execute any supplemental documents required to effectuate the purposes of
this Agreement.

5.15 Representations and Warranties of Developer. Developer represents and
warrants to City that:

a) Developer is a valid limited liability company duly organized, validly
existing and in good standing under the laws of the State of Florida;

b) Developer is duly qualified to do business and is in good standing under
the laws of the State of New Hampshire;

c) Developer has the full right, power, and authority to enter into this
Agreement and to perform its obligations under this Agreement without contravention of
any obligation on the part of Developer, whether statutory, contractual or otherwise; and

d) Developer will execute, deliver and perform this Agreement in accordance
with all applicable laws and ordinances.

5.16 Representations and Warranties of City. City represents and warrants to
Developer that:

a) City has the full right, power, and authority to enter into this Agreement
and to perform its obligations under this Agreement without contravention of any
obligation on the part of Developer, whether statutory, contractual or otherwise;

b) City will execute, deliver and perform this Agreement in accordance with
all applicable laws and ordinances;

c) To the actual knowledge of City Attorney, the Property is not the subject
of any litigation, pending or overtly threatened, or other judicial or quasi-judicial
procedure which would, if determined unfavorably to the City, settled or otherwise
resolved by the City, result in any financial liability on the part of Developer or interfere
with the development of the Project;

d) To the actual knowledge of the City Attorney, the Property is not the
subject of any procedure for the taking of the Property by eminent domain, in whole or in
part, pending or overtly threatened by the City or any other governmental authority with
the power of eminent domain;

e) To the actual knowledge of the City Attorney, no one has made any claim

to title to the Property, in whole or in part, superior to the claim of the City by virtue of
its chain of title; and

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