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from, arising out of (or which may be claimed to arise out of) the acts or omissions of the LESSEE,
its guests or invitees or from the use by LESSEE, its guests or invitees of the above described
Leased Spaces during the hours of LESSEE’s exclusive use of the Leased Spaces.
Notwithstanding the foregoing, nothing herein contained shall be deemed to constitute a waiver of
immunity of the City of Nashua, which immunity is hereby reserved to the City of Nashua. This
covenant shall survive the termination of this Lease. LESSEE has no liability for acts or omissions
at or about the Leased Spaces by persons other than LESSEE, its officers, agents, employees,
guests, or invitees.

10. Whenever by the terms of this Lease notice shall or may be given to LESSOR or
LESSEE, such notice shall be in writing and shall be delivered in hand or sent by registered or
certified U.S. mail, postage prepaid, to the address as stated above, or to such other addresses as
may from time to time be designated by like notice. Notices to LESSOR should be directed to the
City Clerk.

ll. LESSEE may assign its rights, duties and obligations hereunder to an entity under
common control with LESSEE. No other assignment shall be permitted without LESSOR’s
consent, which consent may be withheld in LESSOR’s sole discretion.

12, This Lease may not be altered, changed or amended, nor any obligation hereunder
or condition hereof be deemed waived, except by instrument in writing signed by LESSOR and
LESSEE. The provisions of this Lease shall extend and inure to the benefit of, and shall be binding
upon LESSOR and LESSEE and their respective successors and assigns as provided in Section 11.

13. In the event either party defaults in its obligations under this Lease, the other party
shall have all rights and remedies available to it at law and equity.

14, This Lease shall be governed exclusively by the provisions hereof and by the laws
of the State of New Hampshire.

15, This Lease contains the entire agreement between ihe parties with respect to the
subject matter hereof, and supercedes all prior understandings and agreements, if any, with respect
thereto.

16. This Lease be executed in multiple counterparts, all of which taken together shall
constitute a single agreement.

WITNESSED BY: CITY OF NASHUA, LESSOR

By:
James W. Donchess, Mayor
Duly authorized

State of New Hampshire
County of Hillsborough, $8

This instrument was acknowledged before me on 202 by James W.

Donchess, as Mayor of the City of Nashua.

Justice of the Peace/Notary Public
My Commission Expires:

HARBOR HOMES, INC., LESSEE

By:
Peter. J. Kelleher, President and Chief
Executive Officer

Duly authorized

State of New Hampshire
County of Hillsborough, SS

This instrument was acknowledged before me on . 202 _ by Peter J.

Kelleher, as President and Chief Executive Officer of Harbor Homes, Inc.,

Justice of the Peace/Notary Public
My Commission Expires:

LEGISLATIVE YEAR 2021

RESOLUTION: R-21-156

PURPOSE: Authorizing the City of Nashua to enter into an option
agreement with Harbor Homes, Inc. for parking lease

ENDORSERS: Mayor Jim Donchess

COMMITTEE

ASSIGNMENT:

FISCAL NOTE: The monthly rent for the initial five (5) year term shall be Fifty

Dollars ($50.00) per each parking space per month multiplied
by fifteen (15) parking spaces, for a total monthly rental
payment of $750.00. The cost for updating space/lot signage is
$350.00.

ANALYSIS

This resolution authorizes the City to enter into an option agreement with Harbor Homes, Inc. for
a parking lease. NRO Section 5-4, C, states that the “Board of Aldermen shall approve the lease
of any City-owned lands and buildings.”

Approved as to account Financial Services Division
structure, numbers,

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

By: /s/ Celia kK. Leonard

Date: August 3, 2021

R-21-157

RESOLUTION

AUTHORIZING THE CITY OF NASHUA TO ENTER INTO A MEMORANDUM OF
UNDERSTANDING REGARDING THE BRONSTEIN REDEVELOPMENT

CITY OF NASHUA

In the Year Two Thousand and Twenty-One

RESOLVED by the Board of Aldermen of the City of Nashua that the City is authorized
to enter into a Memorandum of Understanding regarding the Bronstein Redevelopment in
substantially the same form as the attached.

FURTHER RESOLVED by the Board of Aldermen of the Citv of Nashua that the Mayor,
with the assistance of the Office of Corporation Counsel, is authorized to prepare and execute the
Memorandum of Understanding and all necessary documents and take all necessary actions
contemplated by the Memorandum of Understanding or required to effectuate the same.

MEMORANDUM OF UNDERSTANDING

THIS DEVELOPMENT AGREEMENT (“Agreement”) is made as of this day of
, 2021, by and between Nashua Housing and Redevelopment Authority, a New
Hampshire municipal housing authority under RSA Chapter 203 with its principal address of 40
East Pearl Street, New Hampshire 03060, (‘NHRA”), Bronstein 4% Limited Partnership a
New Hampshire ltmited partnership with a mailing addresses c/o Nashua Housing and
Redevelopment Authority, 40 East Pearl St, Nashua, NH 03060 (“Bronstein 4%”) and Bronstein
9% Limited Partnership, a New Hampshire limited partnership with a mailing addresses c/o
Nashua Housing and Redevelopment Authority, 40 East Pearl St, Nashua, NH 03060(“Bronstein
9%” and individually or jointly Bronstein 4%, the ““Developer’’), and the City of Nashua, a New
Hampshire municipal corporation with a principal address of 229 Main Street, Nashua, New
Hampshire 03060 (“City”) (each a “party”, together the “parties”’).

Recitals

WHEREAS, NHRA owns a certain parcel of land, with improvements thereon, situated at
41 Central Street, Nashua, NH, identified on the records of City of Nashua Assessors as Lot 80,
Sheet 89, (“Property”);

WHEREAS, NHRA currently owns, manages, and maintains a 48-unit multifamily
affordable housing project on the Property known as the Bronstein Apartments (‘Bronstein
Property”);

WHEREAS, NHRA and Developer desire to renovate and redevelop the Bronstein
Property to construct 216 new apartments, comprising of 10 market-rate units and 206 affordable
units, approximately 2500 square feet of community space and approximately 3000 square feet for
a Head Start childcare center through a ground lease between NHRA, as landlord and Bronstein
4% and Bronstein 9%, as tenants (“Bronstein Redevelopment”);

WHEREAS, at all times, NHRA will own the underlying “Property” on which the
Bronstein Redevelopment will occur;

‘WHEREAS, NHRA will be entitled to exercise its right of first refusal to acquire the
Bronstein Redevelopment at the end of the 15-year Compliance Period, at which point it would
own both the property and improvements at the Bronstein Redevelopment;

WHEREAS, City is desirous of supporting the Bronstein Redevelopment in order to
increase the supply of affordable housing in the City;

WHEREAS, the Nashua City Planning Board has reviewed and approved, with
modifications, a site plan for the Bronstein Redevelopment entitled “Master Site Plan (Map 80.
Lot 89) Bronstein Redevelopment 41 Central Street, Nashua, NH” prepared for Boston Capital
Corporation, record owner Nashua Housing and Redevelopment Authority dated June 16, 2020 as
prepared by Hayner/Swanson, Inc. (“Site Plan”);

WHEREAS, the Site Plan for Bronstein Redevelopment showed the following items which
items required coordination with the City of Nashua:

e Proposed parking stalls protruding into the public right of way known Myrtle Street
e At the east end of Myrtle Street, granite curbing protruding into the public right of
way; See Exhibit attached.

WHEREAS, because of the interface between the Bronstein Redevelopment on the
Property and the public right of way known as Myrtle Street, there is a potential for snowplowing
overlap and other maintenance issues;

WHEREAS the Bronstein Redevelopment is to be used for essential public and
governmental purposes and that this Agreement facilitates the City’s and the NHRA’s
development of additional low-income housing units.

NOW, THEREFORE, for the purpose of aiding and co-operating in the planning,
undertaking, construction, and operation of the Bronstein Redevelopment, and for and in
consideration of the mutual covenants set forth herein and other good and valuable consideration
paid, the parties agree as follows:

1. Recitals Incorporated. The foregoing recitals are hereby incorporated into this
Agreement.

2, Construction as per Site Plan. NHRA and the Developer will construct the
Bronstein Redevelopment in accordance with the Site Plan, as approved. The City hereby consents
to the construction of improvements as shown and detailed in the Bronstein Redevelopment Site
Plan.

3. License to install roadway improvements. The City hereby grants to NHRA and
Developer temporary non-exclusive rights, privileges, and licenses to install curbing and other
improvements as shown on the Bronstein Redevelopment Site Plan. Nothing in this paragraph
shall relieve NHRA or Developer from securing required permit(s) from the City’s Department of
Public Works for any such work. To the extent permitted by law, NHRA and each Developer
agrees to protect, indemnify, defend, and save the City harmless from and against any and all!
claims, demands, losses, liabilities, costs, including reasonable attorney’s fees, and causes of
action of every kind and character in any way resulting from its acts or omissions or those of their
agents, employees, representatives, or contractors. If any property damage, personal injury or loss
results from the joint willful misconduct of the City, in any part, the duty of indemnification shall
be in proportion to the allocable share of misconduct.

4. Parking Ordinances. For purposes of aiding and cooperating in the planning,
undertaking, and operation of the Bronstein Redevelopment, amendments to certain ordinances,
regulating parking on Myrtle Strect will be introduced to the Board of Aldermen for consideration.

5. Permission to Use Parking. If approved, the new ordinances will allow for 42 head-
in parking spaces and further allows for 5 parking spaces on the hammerhead turnaround at the
easterly end of Myrtle Street all as shown on the Bronstein Redevelopment Site Plan. During the
work week - Monday through Friday 9am -- 5pm, except holidays-, the spaces are and will be
available to the public, including residents of Bronstein Redevelopment, on a first come, first
served basis. For all times outside of the workweek, as defined, the parking spaces shall be
restricted for use by resident permit holders only, as set out in section 8 below. Except as set out
in section 8 below, there will be no parking meters on Myrtle Street and there will be no fees or
charges for parking on Myrtle St.

6. No Further Restrictions on Use of Parking Spaces. Except as may be required by
this Memorandum of Understanding, the City further agrees and will not impose restrictions on
the use of the 42 head-in parking spaces on the southerly side of Myrtle Street and will not impose
restrictions on the 5 parking spaces at the hammerhead of the east end of Myrtle Street.

7. Overnight/Holiday Parking. The ordinances allow for overnight and
holiday/weekend parking on Myrtle Street and restrict the overnight and holiday/weekend parking
to residences of Myrtle Street. The City and NHRA agree that the residents of the Bronstein
Redevelopment are residents of Myrtle Street. Further, the City and NHRA and Developer shall
follow the City’s standard procedure which allows for residence and for the management company
of Bronstein Redevelopment to obtain permits for overnight/resident parking in the 42 spaces on
the southerly side of Myrtle Street and the 5 spaces on the easterly end of Myrtle Street. Yearly
permits are presently $10 per year. Upon receipt of a certificate of occupancy for the completed
Bronstein Redevelopment, NHRA shall pay to the City the sum of Four Hundred Seventy Dollars
($470) for overnight/resident parking permits. The sum shall be paid annually and shall continue
during the term of the arrangement or until such time as the fee for overnight parking permits is
changed by the Board of Aldermen.

8. Maintenance Agreement. The Developer and NHRA will enter into Maintenance
Agreement with the City, subject to the approval of the Board of Public Works for the City of
Nashua, which Agreement will clarify responsibilities for maintenance and repair of the 42 head-
in spaces, the 5 parking lot spaces, and the other improvements shown on the Bronstein Redevelopment
Site Plan, Under the Maintenance Agreement, the Developer and NHRA will be the party
responsible for plowing, ice removal, ADA compliance issues, and ongoing pavement care, ete.

9, Continuation of Agreement. This Agreement shall continue in full force and effect
with respect to Bronstein 4% so long as the portion of the Property leased to Bronstein 4% is used
for 166 apartments made available to families of low income as provided in NH RSA 203:8, II
and, with respect to Bronstein 9%, for so long as the portion of the Property leased to Bronstein
9% is used for 50 apartments, 40 of which shall be made available to families of low income as
provided in NH RSA 203:8, IL, except however, if a portion of Myrtle Street is successfully
discontinued and this Agreement is no longer necessary to assure the continued availability of the
42 head-in spaces and the 5 parking lot spaces, the City may terminate this Agreement upon thirty
(30) days written notice to NHRA and Developer.

10. Representations. The Developer and NHRA make the following representations and
warranties to the City:

(1) The Developer and NHRA each have the legal right, power and authority
to enter into this Agreement and to perform all of its obligations
hereunder.

(ii) The execution and delivery of this Agreement and the performance by the
Developer and NHRA of its obligations hereunder will not conflict with,
or result in a breach of, any of the terms, covenants and provisions of any
agreement or instrument to which the Developer and NHRA is a party or
by which the Developer and NHRA is bound.

(iit) No consent, approval, waiver, authorization or novation is required to be
obtained by the Developer and NHRA from, and no notice or filing is
required to be given by the Developer and NHRA to, any governmental
entity or other person or entity in connection with the consummation of
the transactions contemplated hereby or the execution, delivery and
performance by the Developer and NHRA of this Agreement and each of
the documents to be executed by the Developer and NHRA pursuant to
this Agreement.

El. Amendment. The terms of this Agreement may be altered, amended, or changed
only by the mutual, written consent of the parties.

12. Entire Agreement. This Agreement contains the entire agreement between the City,
NHRA and Developer with respect to the subject matter herein and supersedes any earlier
agreements.

13. Law. This Agreement shail be interpreted in accordance with 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.

14. Notice. Any notice by one party to the other shall be in writing, and shall be either
hand-delivered, sent via certified mail, return receipt requested, or by email (with confirmation of
receipt) at the addresses first set forth above unless otherwise provided in writing to the other party.
All notices to the City shall be directed to the Director of Economic Development, City of Nashua,
229 Main Street, Nashua, New Hampshire 03061-2019 and copies sent by email to the following
email address: legal@nashuanh.gov.

15. Counterparts. This Agreement may be executed in counterparts, which collectively
shall constitute one agreement. Executed copies of this Agreement shall have the same force and
effect as originals.

16. 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,
NHRA and City, or to impose any partnership obligation or liability upon the parties. Neither

Developer, NHRA 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.

17. 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 ts inconsistent with a provision of state
or federal law, this Agreement shali 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.

18. Authority. Each party represents that it has undertaken all actions necessary for
approval of this Agreement, and that the person signing this Agreement has the authority to bind
City, NHRA and Developer.

19, Successors and Assigns. Developer and NHRA may assign its rights, duties and
obligations hereunder prior to the end of the term of this Agreement, to an entity under common
control with Developer and NHRA, respectively. No other assignment shall be permitted without
the City’s consent, which consent may be withheld in the City’s sole discretion. This Agreement
and the rights, duties and obligations of the parties hereunder shall apply to and bind the
successors and assigns of the respective parties.

Signature pages fallow