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141 Burke Subsidiary LLC

By:
Name:
Its:
STATE OF
COUNTY OF
On this day of , 2021, before me, the undersigned officer, personally

appeared , who acknowledged himself/herself to be the Manager of 141
Burke Subsidiary LLC, a limited liability company, and that he/she, as such Manager, being
authorized so to do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the limited liability company by himself/herself as the Manager.

In witness whereof I hereunto set my hand and official seal.

Justice of the Peace /Notary Public
My commission expires:

Exhibit A-1
City Property
Legal Description

[to be attached]

a decision within 15 calendar days. The City of Nashua's decision on the matter is final. Any
work affected by a conflict, error, omission, or discrepancy which has been performed by
Independent Contractor prior to having received the City of Nashua's resolution shall be at
Independent Contractor's risk and expense. At all times, Independent Contractor shall carry on
the work under this contract and maintain and complete work in accordance with the
requirements of the contract or determination of the City of Nashua. Independent Contractor is
responsible for requesting clarification or interpretation and is solely liable for any cost or
expense arising from its failure to do so.

TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will. If the City of Nashua chooses to terminate, abandon, or suspend all or part of the
project, it shall provide Independent Contractor 10 day’s written notice of its intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shall be treated as a
termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Independent
Contractor shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.
Place no further orders or subcontracts for materials, services, or facilities, other than as
may be necessary or required for completion of such portion of work under the contract
that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or subcontracts to the extent they relate
to the performance of work terminated, abandoned, or suspended under the notice,
assign to the City of Nashua any orders or subcontracts specified in the notice, and
revoke agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a
written notice from the City of Nashua to resume performance.

In the event of a termination, abandonment, or suspension at will, Independent Contractor shall
receive all amounts due and not previously paid to Independent Contractor for work satisfactorily
completed in accordance with the contract prior to the date of the notice and compensation for
work thereafter completed as specified in the notice. No amount shall be allowed or paid for
anticipated profit on unperformed services or other unperformed work.

B. TERMINATION FOR CAUSE This agreement may be terminated by the City of Nashua on 10
calendar day’s written notice to Independent Contractor in the event of a failure by Independent
Contractor to adhere to any or all the terms and conditions of the contract or for failure to
satisfactorily, in the sole opinion of the City of Nashua, to complete or make sufficient progress
on the work in a timely and professional manner. Independent Contractor shall be given an
opportunity for consultation with the City of Nashua prior to the effective date of the termination.
Independent Contractor may terminate the contract on 10 calendar days written notice if, through
no fault of Independent Contractor, the City of Nashua fails to pay Independent Contractor for 45
days after the date of approval by the City of Nashua of any Application for Payment.

Upon receipt of notice of termination for cause, Independent Contractor shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the City of Nashua with a list of all unperformed services.

GC 4 of 12

Exhibit A-2
141 Property
Legal Description

[to be attached]

Exhibit B-1
141 Access Easement Area
Legal Description

[to be attached]

10

Exhibit B-2
City Access Easement Area
Legal Description

[to be attached]

11

Exhibit C
Easement Plan

[to be attached]

EXHIBIT PLAN
MAP tt LOTS 188 & /6/ @ AIST. Hayner/Swanson, Inc,

i4] @ 143 BURKE STREET eae Ser ae
Congress a, OW6Z
NASHUA, NH 131 Middlesex Turnpike Burlington, MA 0103
tfec/ei 30 Q SCALE:1"= 60" i ' _
kezezzd—zez77d ov ees
| | ACCESS

‘EASEMENT “A
YK 6786. PG 2045)!

SALMON he j

\
PROPOSED ACCESS
EASEMENT 'G'
(13,396 SF) F

MAP 17_ LOT 158 /
CITY OF NASHUA ee
P.O. BOX 2019 /&*
NASHUA, NH 03061-2019

BK. 8795 PG. 2492 GF O9/
\

EXTIS TING
1 STORY
WAREHOUSE
BUILDING
FOOTPRINT \
227,060 SF
ta \
Lak =
¥8,
re a
p ae
Ey
OSCR SE
2o Ge
7 Se ¥
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PROPOSED ACCESS e%
EASEMENT 'F*
(24,549 SF)
PROPOSED ACCESS
EASEMENT 'E"
(6,098 SF)
MAP 5 LOT 26
CITY OF NASHUA
P.O. BOX 2019
NASHUA, NH 03061-2019
8K. 1619 PG. 144
BK. 1611 PG. 370
LOCATION OF FUTURE
50 SPACE PARKING LOT
[DWG:5408 EASE EXHI83 [FIELD 8k. - | 5408

[LOCATION: J:\5000\540a\DWG15408 EASE [C#ie Nomber Wy
lS

Exhibit C
Form of License Agreement

[to be attached]

LICENSE AGREEMENT

This LICENSE AGREEMENT (this “License”) dated [ ___, 2021 is by and
between the City of Nashua, New Hampshire, a municipal corporation duly existing under the
laws of the State of New Hampshire with offices located at 229 Main Street, Nashua, New
Hampshire 03060 (the “City”) and 141 Burke Subsidiary LLC, a New Hampshire limited
liability company, having an address of 124 Joliette Street, Manchester, New Hampshire 03105
(for itself and its successors and assigns, the “Licensee”). The City and Licensee may sometimes
be collectively referred to herein as the “Parties” and sometimes each be individually referred to
as a “Party”.

RECITALS

A, WHEREAS, the City is the owner of (i) that certain improved parcel of land located
in Nashua, New Hampshire, and commonly known as 143 Burke Street, and now identified on the
City of Nashua tax maps as Map 11-161, and (ii) that certain improved parcel of land commonly
known as 2 Sawmill Road and now identified on the City of Nashua tax maps as Map 5-26, each as
more particularly described on EXHIBIT A attached hereto and made a part hereof (the “City Land”
and together with any improvements now or hereafter located thereon, the “City Property’’).

B. WHEREAS, the City and Licensee are parties to that certain Purchase and Sale
Agreement dated November 6, 2020, as amended on [April] __, 2021 ) (the “P&S”), pursuant to
which Licensee is obligated to construct a fifty (50) space parking on the City Land on the terms and
conditions set forth in the P&S (the “Parking Lof”).

D. WHEREAS, Licensee has requested a construction license from the City in
connection with construction of the Parking Lot.

E, WHEREAS, the City acknowledges that it will benefit from the development of the
Parking Lot and hereby desires to grant this License to Licensee.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Parties, and in consideration of the mutual promises contained herein, the
Parties covenant and agree as follows:

1, Grant of License. The City hereby grants to Licensee, the right and license to enter
upon and use the City Land for the purpose of constructing the Parking Lot, which license rights
shall include the right to demolish existing structures and relocate utility lines, with the consent of
impacted utility if necessary, in the area of the Parking Lot, the rights of ingress, egress, and passage
of people, vehicles and construction equipment on the City Land, the right to bring temporary
utilities to the City Land, the right to use and store construction equipment and materials on the City
Land, the right to conduct construction activities on the City Land, and the right to park vehicles on
the City Land, provided that the foregoing activities shall not unreasonably interfere with the City’s
use of the City Land.