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f) The City has not received any notice from any governmental agency, state,
federal or local, that the Property is in violation of or the subject of an investigation
regarding the potential violation of any Laws and Ordinances, including laws of the
United States or the State regarding the presence, storage, transport, spillage, removal or
remediation of hazardous or harmful substances on the Property, or the presence, storage,
transport, spillage, removal or remediation of hazardous or harmful substances on
properties adjacent to the Property as a result of their origination on or passage through
the Property.

5.17 Continuing Obligation. From time to time after the Closing Date or the
Deadline Closing Date, the Parties will execute additional instruments of assignment,
lease, license, conveyance and other documents and take such other actions that are
reasonably necessary to further the purposes of this Agreement.

5.18 Immunity Not Waived. City does not intend to waive its sovereign
immunity by reason of this Agreement; provided, however, that the City acknowledges
and agrees that by entering into this Agreement, governmental immunity shall not be a
valid defense to a breach of contract claim brought under this Agreement.

5.19 Release of Information. City and Developer acknowledge that this
Agreement is subject to disclosure under the New Hampshire public records laws, except
for information that is excluded from the disclosure requirements of those laws. Nothing
in this Agreement precludes either party from discussing the terms of this Agreement or
its work product with its attorneys, accountants, consultants, contractors, or potential
lenders or investors, or prevents the holding of public City meetings in compliance with
applicable laws.

5.20 Representations, Warranties and Indemnity Regarding Brokers,

a) City represents to Developer that no real estate broker or agent has
rendered a service or represented City in connection with this Agreement or the
transaction contemplated in this Agreement for which any brokerage commission or fee
is due.

b) Developer represents to City that no real estate broker or agent has
rendered a service or represented Developer in connection with this Agreement or the
transaction contemplated in this Agreement for which any brokerage commission or fee
is due.

c) City and Developer covenant and agree, each to the other, to indemnify
the other against any claims based upon or arising out of the employment or use by the
indemnifying party of any real estate broker, agent or finder in connection with the
purchase and sale of the Property. This Section 5.20 shall survive Closing or any earlier
termination of this Agreement.

16

5.21 INNO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY (OR TO ANY THIRD PARTY, WHETHER OR NOT CLAIMING THROUGH
THAT OTHER PARTY) FOR INDIRECT, CONSEQUENTIAL, SPECIAL,
INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER).

5.22 Non-Appropriation. No provision of this Agreement shall be construed or
interpreted as creating a pledge of the faith and credit of the City within the meaning of
any Constitutional debt limitation. No provision of this Agreement shall be construed or
interpreted as creating a pledge of the faith and credit of the City within the meaning of
the, Constitution of the State of New Hampshire. This Agreement shall not directly or
indirectly or contingently obligate the City to make any payments beyond the amount
appropriated, if any, in the sole discretion of the City for any fiscal year in which this
Agreement shall be in effect. The City may at the end of any fiscal year terminate its
future installment payment obligations under this Agreement if the City has not
appropriated sufficient funds to make the next fiscal year's scheduled installment
payments; however, during each fiscal year, the City shall exercise its best efforts to
appropriate funds for installment payments due in the next fiscal year. No deficiency
judgment may be rendered against the City in any action for breach of a contractual
obligation under this Agreement and the taxing power of the City is not and may not be
pledged directly or indirectly to secure any moneys due under this Agreement. No
provision of this Agreement shall be construed to pledge or to create a lien on any class
or source of the City's moneys. To the extent of any conflict between this Section 5.22
and any other provision of this Agreement, this Section shall take priority.

5.23 Amendment. This Agreement shall not be modified or amended in any
respect except by a written instrument executed by the Parties.

5.24 Time of the Essence. Time is of the essence in this Agreement.

5.25 Survival. All representations, warranties and obligations of the Parties in
this Agreement shali survive the consummation or performance of the various
transactions contemplated in this Agreement for the respective terms necessary for each
of the Parties to realize the benefits contemplated by this Agreement and to enforce the
rights provided for in this Agreement.

5.26 Recitals and Exhibits. The Recitals of this Agreement and the Exhibits
attached hereto are integral and essential components of this Agreement.

5.27 Defined Terms. All capitalized terms in this Agreement shall have the
meaning ascribed to them in this Agreement, unless the context clearly indicates another

meaning. All terms not defined in this Agreement shall have the usual and customary
meaning ascribed to them and found in any modern English dictionary.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

17

IN WITNESS WHEREOF, the Parties hereby set their hands and seals, effective the date
first above written.

CITY OF NASHUA, NEW HAMPSHIRE

James W. Donchess, Mayor

ATTEST:

Susan Lovering, City Clerk

Approved as to form:

Celia K. Leonard, Deputy Corporation Counsel

STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH

I, , a Notary Public of the State and County
aforesaid, certify that Susan Lovering personally came before me this day and
acknowledged under seal that she is City Clerk of the City of Nashua, and that by
authority duly given and as the act of the Board of Aldermen, the foregoing instrument
was signed in its name by its Mayor, and attested by herself as its City Clerk.

WITNESS my hand and official seal, this day of , 2020,

Notary Public
My commission expires:

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

18

IN WITNESS WHEREOF, the Parties hereby set their hands and seals, effective
the date first above written.

LANSING MELBOURNE GROUP, LLC,
a Florida limited liability company

Peter Flotz, Manager

STATE OF FLORIDA
County of BROWARD

I, the undersigned, a Notary Public of the County and State aforesaid, do hereby certify

that Peter Flotz personally came before me this day and acknowledged under seal that he

is Manager of LANSING MELBOURNE GROUP, LLC, a Florida limited liability

company, and acknowledged, on behalf of the company, the due execution of the

foregoing instrument. Witness my hand and official stamp or seal, this the day of
, 2020.

Notary Public
My commission expires:

19

EXHIBIT “A”

PROPERTY DESCRIPTION

Parcel Number 79-54

EXHIBIT “B”

DEVELOPMENT PLAN

EXHIBIT “C”

BOARD OF ALDERMEN APPROVING RESOLUTION

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Board of Aldermen Page 3
November 22, 2016

MOTION BY ALDERMAN DEANE TO ACCEPT, PLACE ON FILE AND AWARD THE MULTI-
YEAR CONTRACT TO ESSEX POWER SERVICES
MOTION CARRIED

PERIOD FOR PUBLIC COMMENT RELATIVE TO ITEMS EXPECTED TO BE ACTED
UPON THIS EVENING - None

PETITIONS — None
NOMINATIONS, APPOINTMENTS AND ELECTIONS

REPORTS OF COMMITTEE

Finance Committee 2.0.00... 00. cec cee cee eee cee eeecevevevavevevavevevereeeee 11/16/16

There being no objection, President McCarthy declared the report of the November 16, 2016,
Finance Committee accepted and placed on file.

Human Affairs Committee 2.00.00... cece cee cee cee ueeceeueeeeeeee ese 11/14/16

There being no objection, President McCarthy declared the report of the November 14, 2016,
Human Affairs Committee accepted and placed on file.

Planning & Economic Development Committee...........................11/15/16

There being no objection, President McCarthy declared the report of the November 15, 2016,
Planning & Economic Development Committee accepted and placed on file.

WRITTEN REPORTS FROM LIAISONS — None
CONFIRMATION OF MAYOR'S APPOINTMENTS — None

UNFINISHED BUSINESS — RESOLUTIONS

R-16-073
Endorsers: Mayor Jim Donchess
Alderman-at-Large Lori Wilshire
Alderman-at-Large Michael B. O’Brien, Sr.
Alderwoman Mary Ann Melizzi-Golja
Alderman June M. Caron
Alderman Richard A. Dowd
RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF $46,592 FROM THE UNITED
STATES DEPARTMENT OF JUSTICE INTO POLICE GRANT ACTIVITY “2016 JUSTICE
ASSISTANCE GRANT (MULTI-JURISDICTIONAL)”
Given its second reading;

MOTION BY ALDERMAN DEANE FOR FINAL PASSAGE OF R-16-073
MOTION CARRIED

Resolution R-16-073 declared duly adopted.