Search

a. In the event there is a breach by LESSEE with respect to any of the provisions of
this Agreement or its obligations under it, including the payment of rent, LESSOR shail give LESSEE
written notice of such breach. After receipt of such written notice, LESSEE shall have fifteen (15) days
in which to cure any monetary breach and thirty (30) days in which to cure any non-monetary breach,
provided LESSEE shall have such extended period as may be required beyond the thirty (30) days if the
nature of the cure is such that it reasonably requires more than thirty (30) days and LESSEE commences
the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to
completion. LESSOR may not maintain any action or effect any remedies for default against LESSEE
unless and unti! LESSEE has failed to cure the breach within the time periods provided in this Paragraph.

b. In the event there is a breach by LESSOR with respect to any of the provisions
of this Agreement or its obligations under it, LESSEE shall give LESSOR written notice of such breach.
After receipt of such written notice, LESSOR shall have thirty (30) days in which to cure any such
breach, provided LESSOR shall have such extended period as may be required beyond the thirty (30)
days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LESSOR
commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues
the cure to completion. LESSEE may not maintain any action or effect any remedies for default against
LESSOR unless and until LESSOR has failed to cure the breach within the time periods provided in this
Paragraph. Notwithstanding the foregoing to the contrary, it shall be a default under this Agreement if
LESSOR fails, within five (5) business days after receipt of written notice of such breach, to perform an
obligation required to be performed by LESSOR if the failure to perform such an obligation interferes
with LESSEE’s ability to conduct its business on the Property; provided, however, that if the nature of
LESSOR’s obligation is such that more than five (5) business days after such notice is reasonably
required for its performance, then it shall not be a default under this Agreement if performance is
commenced within such five (5) business day period and thereafter diligently pursued to completion.

30. REMEDIES. Upon a default, the non-defaulting Party may at its option (but without
obligation to do so), perform the defaulting Party’s duty or obligation on the defaulting Party’s behalf,
including but not limited to the obtaining of reasonably required insurance policies. The costs and
expenses of any such performance by the non-defaulting Party shall be due and payable by the defaulting
Party upon invoice therefor. In the event of a default by either Party with respect to a material provision
of this Agreement, without limiting the non-defaulting Party in the exercise of any right or remedy which
the non-defaulting Party may have by reason of such default, the non-defaulting Party may terminate the
Agreement and/or pursue any remedy now or hereafter available to the non-defaulting Party under the
Laws or judicial decisions of the state in which the Premises are located. If either Party so performs any
of the other Party's obligations hereunder, the full amount of the reasonable and actual cost and expense
incurred by the performing Party shall immediately be owing by the other party, and shall be paid upon
demand the full undisputed amount thereof with interest thereon from the date of payment at the greater
of (i) ten percent (10%) per annum, or (ii) the highest rate permitted by applicable Laws.
Notwithstanding the foregoing, if the other Party does not pay the performing Party the full undisputed
amount within thirty (30) days of its receipt of an invoice setting forth the amount due, said amount due
may be offset against or added to all fees due and owing to LESSOR until the full undisputed amount,
including all accrued interest, is fully reimbursed to the performing Party.

31, ENVIRONMENTAL.

a. LESSOR will be responsible for all obligations of compliance with any and all
environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies
of any governmental authorities regulating or imposing standards of liability or standards of conduct with
regard to any environmental or industrial hygiene conditions or concerns as may now or at any time
hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way
related to the Property, unless such conditions or concerns are caused by the specific activities of

LESSEE in the Premises.

b. LESSOR shall hold LESSEE harmless and indemnify LESSEE from and assume
all duties, responsibility and liability at LESSOR’s sole cost and expense, for all duties, responsibilities,
and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for
responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or
proceeding which is in any way related to: a) failure to comply with any environmental or industrial
hygiene law, including without limitation any regulations, guidelines, standards, or policies of any
governmental authorities regulating or imposing standards of liability or standards of conduct with regard
to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be
in effect, unless such non-compliance results from conditions caused by LESSEE; and b) any
environmental or industrial hygiene conditions arising out of or in any way related to the condition of the
Property or activities conducted thereon, unless such environmental conditions are caused by LESSEE.
Nothing herein shall, nor is intended to, waive any defense, immunity or limitation of liability which may
be available to the Town or their respective officers, agents and employees, under the Maine Tort Claims
Act or any other privileges and/or immunities provided by law.

32, CASUALTY. In the event of damage by fire or other casualty to the Premises that
cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the
Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt
LESSEE?’s operations at the Premises for more than forty-five (45) days, then LESSEE may, at any time
following such fire or other casualty, provided LESSOR has not completed the restoration required to
permit LESSEE to resume its operation at the Premises, terminate this Agreement upon fifteen (15) days
prior written notice to LESSOR. Any such notice of termination shall cause this Agreement to expire
with the same force and effect as though the date set forth in such notice were the date originally set as
the expiration date of this Agreement and the Parties shall make an appropriate adjustment, as of such
termination date, with respect to payments due to the other under this Agreement. Notwithstanding the
foregoing, the rent shall abate during the period of repair following such fire or other casualty in
proportion to the degree to which LESSEE’s use of the Premises is impaired.

33. CONDEMNATION. In the event of any condemnation of all or any portion of the
Property, this Agreement shall terminate as to the part so taken as of the date the condemning authority
takes title or possession, whichever occurs first. If as a result of a partial condemnation of the Premises
or Property, LESSEE, in LESSEE’s sole discretion, is unable to use the Premises for the purposes
intended hereunder, or if such condemnation may reasonably be expected to disrupt LESSEE’s
operations at the Premises for more than forty-five (45) days, LESSEE may, at LESSEE’s ception, to be
exercised in writing within fifteen (15) days after LESSOR shall have given LESSEE written notice of
such taking (or in the absence of such notice, within fifteen (15) days after the condemning authority
shall have taken possession) terminate this Agreement as of the date the condemning authority takes such
possession. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the
Premises for losses related to the equipment, conduits, fixtures, its relocation costs and its damages and

43
112520\14292709

losses (but not for the loss of its leasehold interest). Any such notice of termination shall cause this
Agreement to expire with the same force and effect as though the date set forth in such notice were the
date originally set as the expiration date of this Agreement and the Parties shall make an appropriate
adjustment as of such termination date with respect to payments due to the other under this Agreement.
If LESSEE does not terminate this Agreement in accordance with the foregoing, this Agreement shall
remain in full force and effect as to the portion of the Premises remaining, except that the rent shall be
reduced in the same proportion as the rentable area of the Premises taken bears to the total rentable area
of the Premises. In the event that this Agreement is not terminated by reason of such condemnation,
LESSOR shall promptly repair any damage to the Premises caused by such condemning authority.

34, SUBMISSION OF AGREEMENT/PARTIAL INVALIDITY/AUTHORITY. The

submission of this Agreement for examination does not constitute an offer to lease the Premises and this
Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any
provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the
remaining provisions of this Agreement. Each of the Parties hereto warrants to the other that the person
or persons executing this Agreement on behalf of such Party has the full right, power and authority to
enter into and execute this Agreement on such Party's behalf and that no consent from any other person
or entity is necessary as a condition precedent to the legal effect of this Agreement.

35. APPLICABLE LAWS. During the Term, LESSOR shall maintain the Property in
compliance with all applicable laws, rules, regulations, ordinances, directives, covenants, easements,
zoning and land use regulations, and restrictions of record, permits, building codes, and the requirements
of any applicable fire insurance underwriter or rating bureau, now in effect or which may hereafter come
into effect (including, without limitation, the Americans with Disabilities Act and laws regulating
hazardous substances) (collectively “Laws”). LESSEE shall, in respect to the condition of the Premises
and at LESSEE’s sole cost and expense, comply with (a) all Laws relating solely to LESSEE’s specific
and unique nature of use of the Premises (other than general office use); and (b) all building codes
requiring modifications to the Premises due to the improvements being made by LESSEE in the

Premises.

36. SURVIVAL. The provisions of the Agreement relating to indemnification from one
Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any
provisions of this Agreement which require performance subsequent to the termination or expiration of

this Agreement shall also survive such termination or expiration.

37. CAPTIONS. The captions contained in this Agreement are inserted for convenience
only and are not intended to be part of the Agreement. They shall not affect or be utilized in the
construction or interpretation of the Agreement.

¢{Signature page follows.}]

IN WITNESS WHERECE, the Parties hereto have signed below on the dates indicated, to be
effective as set forth in the opening paragraph of this Agreement.

LESSOR: CITY OF NASHUA

By:
Name:
Title:
Dated:

LESSEE: CELLCO PARTNERSHIP d/b/a Verizon Wireless

By:
Name:
Title:
Dated:

The following Exhibits are attached hereto and incorporated by reference:

“A” — Lease Exhibit showing Premises within Property and location of the Tower

“Ru
“¢* Survey (LESSEE’s option)
a. I ESSOR g Wo

Exhibit “A”

{Sketch of Premises within Property and location of the Tower)

Document comparison by Workshare 10.0 on Wednesday, August 4, 2021
12:08:24 PM

Input: :
Manage://MCLANE-DMS.IMANAGE.WORK/McLaneDocs
Document 11D i 4292709/2

= 14292709v2<McLaneDocs> - Tower Lease
peescnption dcp tower construction and cut over)

iManage://MCLANE-DMS.IMANAGE.WORK/McLaneDocs
\Document 2 ID i 4292709/6

14292709v6<McLaneDocs> - Tower Lease
Replacement tower construction and cut over)

[Rendering set__ [Standard

Description

tyle change
Format change

cell
cell
Moved cell
cell
Padding cell

Deletions
oved from
to

R-21-172

RESOLUTION

AUTHORIZING THE MAYOR TO ENTER INTO A SECOND AMENDMENT TO
CONCESSION AGREEMENT WITH GRANITE DIAMOND, LLC

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
authorized to enter into a Second Amendment to Concession Agreement in substantially the
same form as the attached. This amendment extends the Concession Agreement for a term of one
year beginning on January 1, 2022 and ending on December 31, 2022.

SECOND AMENDMENT TO CONCESSION AGREEMENT

This Second Amendment to the Concession Agreement (hereinafter “Agreement”), dated
as of the latter of the signatures below, is by and between the City of Nashua, a municipality
incorporated in the State of New Hampshire, having a mailing address of 229 Main Street,
Nashua, County of Hillsborough, New Hampshire 03061 (hereinafter “City”) and Granite
Diamond, LLC, a New Hampshire limited liability company with an address of 67 Amherst
Street, Nashua, County of Hillsborough, New Hampshire 03064 (hereinafter “Franchisor’).

WHEREAS, the City and Franchisor entered into a Concession Agreement dated May 14,
2019, whereby the City granted to the Franchisor certain rights in regard to the City’s Holman
Stadium facilities (hereinafter “Premises”);

WHEREAS, the Term of the Concession Agreement was for 2 years, beginning January
1, 2019 and ending December 31, 2020;

WHEREAS, the Concession Agreement also provides for up to 5 additional one-year
options to extend the agreement pursuant to terms to be agreed upon;

WHEREAS, the Parties entered into a First Amendment to the Concession Agreement to
extend the agreement for one year, from December 31, 2020 to December 31, 2021; and

WHEREAS, the Parties now wish to extend the Concession Agreement to cover the
second additional option year.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt of which is hereby acknowledged, the City and Franchisor agree as

follows:

TERM.

The term of the Concession Agreement shall be extended from January 1, 2022 to
December 31, 2022.

OTHER TERMS AND CONDITIONS REMAIN.

In the event of any inconsistencies in the Concession Agreement and this Second
Amendment, the terms of this Amendment shall control. Except as expressly set
forth in this Second Amendment, the Concession Agreement otherwise is
unmodified and remains in full force and effect. Each reference in the Concession
Agreement to itself shall be deemed also to refer to this Second Amendment.
CAPITALIZED TERMS.

All capitalized terms used but not defined herein shall have the same meaning as

defined in the Concession Agreement.

IN WITNESS WHEREFORE, the parties have caused their authorized representatives

to execute and seal this Second Amendment on the date set forth below.

Date:

Date:

CITY OF NASHUA

, 2021 By:
James W. Donchess, Mayor
DULY AUTHORIZED

GRANITE DIAMOND, LLC

2021 By: eee a
John W.S. Creedon, Jr., President and LLC Manager
DULY AUTHORIZED