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Finance Committee — 02/02/2022 Page 9

Board. This obviously went through the TIF Committee as well and they’re aware of and have they given it their blessing
as well?

Tim Cummings, Economic Development Director

Not officially. This was anticipated in the preliminary design elements because you have to do permitting as part of your
design so it was always understood that VHB would be executing a preliminary design and the permitting. The cost was
just recently arrived at. So the 225 figure wasn’t necessarily officially approved by the TIF Advisory Committee.
Alderman Klee

And they have within the TIF funds this money is there?

Tim Cummings, Economic Development Director

Yes they do.
Alderman Klee
Thank you.

Mayor Donchess

Anyone?

MOTION CARRIED

Alderman Klee

Mr. Mayor point of procedure | think. When we did the election of the Committee Clerk, | think the procedure was
supposed to be open the nominations, then we close the nominations, and then we voted on him. | think we kind of
skipped some steps. | don’t know if it truly matters in the grand scheme of things but | believe that’s the way the process

is supposed to go.

Mayor Donchess

Well it does go that way sometimes but | think in this instance with only one nominee, it doesn't really matter in the
scheme of things. We wanted to make sure that he didn’t withdraw his volunteering before we acted so we acted quickly.

UNFINISHED BUSINESS - None

NEW BUSINESS — RESOLUTIONS - None

NEW BUSINESS - ORDINANCES - None

RECORD OF EXPENDITURES

MOTION BY ALDERMAN COMEAU THAT THE FINANCE COMMITTEE HAS COMPLIED WITH THE CITY CHARTER
AND ORDINANCES PERTAINING TO THE RECORD OF EXPENDITURES FOR THE PERIOD FROM JANUARY 14,
2022 TO JANUARY 27, 2022

MOTION CARRIED

PUBLIC COMMENT

Laurie Ortolano

Laurie Ortolano, 41 Berkeley Street. Just quickly. | would like to understand the TIF program that was just discussed.
How do we justify what goes into the TIF program and why would like a road project go in there? | think we should
understand how we grow that and what goes into that because I’d like to understand that.

Approved as to form: Office of rg eS -
By: /

Date: May 6, 2021

R-21-144

RESOLUTION

AUTHORIZING THE PURCHASE OF PROPERTY LOCATED AT “L” PINE STREET
(MAP 77, LOT 5)

CITY OF NASHUA

In the Year Two Thousand and Twenty-One

RESOLVED by the Board of Aldermen of the City of Nashua that the Mayor is hereby
authorized to purchase property located at “L” Pine Street (Tax Map 77, Lot 5) from Nashua
Millyard Associates, Inc. on terms and conditions in substantially similar to the attached
Purchase and Sale Agreement. The purchase price of said land and buildings shall be three
hundred twenty five thousand dollars ($325,000).

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 and take all necessary actions contemplated by the above described Purchase
and Sale or required to effectuate the same.

REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and
entered into as of this day of , 2021, by and between Nashua Millyard
Associates Inc., having a mailing address of 22 Kehoe Avenue, Nashua, New Hampshire
(“Seller”) and The City of Nashua, a New Hampshire 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 all the improvements thereon,
located in Nashua, Hillsborough County, New Hampshire, known as or described as Lot 77-5 of
the City of Nashua Tax Maps, having an address of L Pine Street, Nashua, New Hampshire,
being the property described in a deed recorded in the Hillsborough County Registry of Deeds,
Book 3769, Page 97 (“Premises”).

2. PURCHASE PRICE. Subject to any adjustments and prorations hereinafter described,
Buyer agrees to pay for the Premises the sum of Three Hundred Twenty-Five Thousand and 00/100
Dollars ($325,000.00) (“Purchase Price”). There is no deposit.

3. TITLE. Seller shall convey the Premises to the Buyer at the Closing in fee simple with
good, insurable, and marketable title by Quitclaim Deed, free and clear of all liens and
encumbrances, except as set forth in the deed or matters of record, and except for:

a). acertain lease regarding radio antennas and tower with the Tenant known as Absolute
Broadcasting LLC (the “Radio Tower Lease”); and

b). a proposed easement from Seller to Public service of New Hampshire, to be recorded
soon (the “PSNH Easement”); and

c). a certain Option to Purchase Property (the “Option”) attached hereto and incorporated
herein by reference. Seller shall convey the Premises to the Buyer subject to the terms and
conditions of the Option. The Buyer shall accept title to the Premises subject to the Option and,
upon closing and transfer of title, Buyer shall assume and perform all obligations of the “Seller”
under the Option.

The above listed items are and shall be Permitted Exceptions under Section 5 below.

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, leases, documents, and
certificates

4, CLOSING. The closing shall occur on or before June 30, 2021, 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 thirty (30) 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”). If the 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 (30) 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 (ii) the Buyer may elect to complete the Closing and accept such
title to the Premises as the Seller may convey, with a reasonable 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.

6. Notwithstanding the aforestated, The Option, the PSNH easement, and
the Radio Tower Lease are and shall be deemed Permitted Exceptions.

B. Due Diligence. Buyer shall have forty-five (45) days from the execution of
this Agreement (the “Due Diligence Period”) to undertake at its sole cost and expense, at its sole
option, any of the following: (i) an Environmental Phase I Report; (ii) an Environmental Phase II
Report (if deemed prudent as a result of the Environmental Phase J); (iii) 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 any 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 Nashua Millyard Associates 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. If all 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) — Except as set forth in Section 3 above, 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 is only one lease, the Radio Tower Lease, on a portion of the Premises with
Absolute Broadcasting Inc.

(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) Except as set forth in Section 3 above, there are no rights of first refusal or options
to purchase associated with the Premises.

Gj) 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 proposed Quitclaim 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 any 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. TOWER LEASE. Sellers retains and reserves the rights as Landlord of the Radio Tower
Lease for a period of two years from the Closing. For the two year period, the Seller will retain
possession of the leased premises and carry out the obligations of the Landlord, and the Seller shall
receive all rents as set forth in the Radio Tower Lease. The parties will memorialize the agreement
with execution of reasonable mutually acceptable document(s) at Closing.

13. ADJUSTMENTS, PRORATIONS AND CLOSING COSTS.

(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: President
Nashua Millyard Associates Inc.
22 Kehoe Avenue
Nashua, NH 03060

With a Copy to: Thomas “Jay” Leonard
Law Offices of Welts, White & Fontaine, P.C.
29 Factory Street
Nashua, NH 03060

TO BUYER City of Nashua
Economic Development Division Director
229 Main Street
Nashua, NH 03061

With a copy to: Celia K. 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 introduced 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
Nashua Millard Associates Inc.

Name:
Title:

Buyer
City of Nashua

Name: James W. Donchess,
Title: Mayor