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limiting the generality of the foregoing, Purchaser acknowledges that, except as otherwise
expressly stated herein, Seller has made no representations, warranties or covenants as to the
compliance of the Property with any federal, state, municipal or local statutes, laws, rules,
regulations or ordinances, including, without limitation, those pertaining to land use, zoning, lead
paint, urea formaldehyde, asbestos, environmental conditions, hazardous or toxic wastes or
substances, pollutants, contaminants, other environmental matters or any other matter, Purchaser
further agrees, acknowledges and represents that Purchaser is entering into this Agreement and
shall perform all of its obligations hereunder and consummate the transaction contemplated by
this Agreement solely in reliance on and as a result of Purchaser’s own investigations and efforts
(including Purchaser’s inspection of the Property and such other investigations, examinations
and inspections as Purchaser has chosen to make or has made) and the representations of Seller
herein and at Purchaser’s sole risk, cost and expense, including, without limitation, the risk that
Purchaser’s inspection of the Property and such other investigations, examinations and
inspections may not reveal any or all adverse or existing conditions, aspects or attributes of the
Property. Purchaser acknowledges that Seller has afforded Purchaser the opportunity for full and
complete investigation, examination and inspection of the Property pursuant to this Agreement.
Purchaser acknowledges that this paragraph was a negotiated part of this Agreement and serves
as an essential component of consideration for the same. It is acknowledged that Seller will
deliver to Purchaser various information and documentation relating to the Property, including
Seller’s Property Documentation (as such term is defined below), without representations and
warranties of any kind, except as set forth herein. The provisions of this Section 9 shall survive
the Closing and the delivery of the Deed or any expiration or termination of this Agreement.

(a) Notwithstanding the forgoing, Seller makes the following express representations
and warranties to Purchaser, and agrees with Purchaser that all such representations and
warranties shall be true and accurate on the date of this Agreement and on the Closing Date:

(i) Seller has the legal right, power and authority to enter into this Agreement
and to perform all of its obligations hereunder.

(il) The execution and delivery of this Agreement and the performance by
Seller 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 Seller is a party or by which Seller is bound.

(iii) Seller has not received any notices of any violations of federal or state law
or municipal ordinances, orders or requirements issued by any
governmental department having authority as to use and operations, lands,
health or environmental conditions affecting the Property.

(iv) There are no actions, suits or proceedings pending or, to the best of
Seller’s knowledge, threatened against or affecting Seller or the Property,
at law or in equity or before any federal, state, municipal or governmental
department, commission, board, bureau, agency or instrumentality
(including but not limited to zoning changes, and proceedings related to

(v)

(vi)

(vii)

hazardous waste, harmful substances or the environment) regarding the
Premises.

There are no leases, licenses, occupancy or related agreements or
tenancies (written or unwritten) affecting the Property except those in the
public record.

To Seller’s knowledge, there are no taxes, charges or assessments of any
nature or description arising out of the ownership or operation of the
Property which would constitute a lien against the Property and that will
be unpaid at the Closing Date or not paid from the Seller’s closing
proceeds, except for the lien of ad valorem property taxes for the year in
which the closing occurs.

To Seller’s knowledge, Seller has provided Purchaser with all material and
relevant facts and information pertaining to the Property that Seller has in
its possession and has made no misrepresentation or errors in any
materials pertaining to the Property.

(b) Purchaser makes the following representations and warranties to Seller, and
agrees with Seller that all such representations and warranties shall be true and accurate on the
date of this Agreement and on the Closing Date:

(i)

(it)

(iii)

Purchaser has the legal right, power and authority to enter into this
Agreement and to perform all of its obligations hereunder.

The execution and delivery of this Agreement and the performance by
Purchaser 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 Purchaser is a party or by which Purchaser is bound.

No consent, approval, waiver, authorization or novation is required to be
obtained by Purchaser from, and no notice or filing is required to be given
by, Purchaser 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 Purchaser of this
Agreement and each of the documents to be executed by Purchaser
pursuant to this Agreement.

(c) The representations and warranties set forth in this Article 9 shall survive the
Closing and shall not be merged with the execution and delivery of the Deed and other closing

documents hereunder.

10. DEFAULT.

(a) Default by Purchaser: If Purchaser shall fail to timely close on the Closing Date
due to a breach of any material term of this Agreement, then Seller, as its sole and exclusive
remedy for Purchaser’s default, shall be entitled to obtain from the Escrow Agent and retain the
Deposit as reasonable liquidated damages.

(b) Default by Seller: If Seller shall materially default in the performance of Seller’s
obligations under this Agreement, Purchaser shall have the option of terminating this Agreement
and requiring the Escrow Agent to return the Second Deposit to Purchaser, and pursuing an
action for specific performance. In the event Purchaser elects to pursue an action for specific
performance for a breach of this Agreement by Seller, Purchaser shall be entitled to collect as
damages for such breach the reasonable cost of such action for specific performance if Purchaser
obtains an injunction ordering specific performance of this Agreement from a court of competent
jurisdiction.

11. BROKERS.

Each party represents to the other that no broker or agent has brought about this sale on its
behalf. Each party hereby indemnifies and holds harmless the other party from any demand, action,
claim or suit by any person claiming a fee or commission through Seller or Purchaser as a result of
this sale. The indemnification provisions of this Section 11 shall survive the Closing.

12. ACCESS.

During the Due Diligence Period, Purchaser shall have the right to enter onto the
Property with prior approval of Seller (for inspection, testing, survey, engineering, and
permitting); provided, however, Purchaser shall not perform any invasive testing without having
obtained Seller’s prior written approval. Seller shall reasonably cooperate with Purchaser’s due
diligence efforts, provided that such cooperation shall not cause Seller to incur any expenditure
(unless Purchaser reimburses Seller in advance for any such expenses). Purchaser understands
and agrees that any on-site inspections of the Property shall be conducted during normal business
hours unless otherwise approved by Seller and, at Seller’s option, in the presence of Seller or its
representative. Prior to Purchaser or any such other party entering the Property in the exercise of
the access rights hereunder, Purchaser shall have procured comprehensive public liability
insurance in an amount of not less than $1,000,000.00 per occurrence. Purchaser agrees to
defend, indemnify against, and hold Seller harmless from any actions, causes of action, losses,
claim, liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred),
damages or injuries arising out of or resulting from the inspection of the Property by Purchaser
or its agents or representatives. Notwithstanding anything to the contrary in this Agreement, such
obligation to defend, indemnify, and hold harmless Seller and the other obligations of Purchaser
under this paragraph shall survive any termination of this Agreement or the Closing.

13. DUE DILIGENCE.

During the period that begins on the Effective Date and ends on the later of 45 days
thereafter or November 12, 2020 (the ‘Due Diligence Period”), Purchaser may perform, at
Purchaser’s sole cost and expense, an evaluation of the Property including:

(a) An appraisal and site assessment, investigations, inspections, and review of use,
zoning, permitting, engineering, wetlands, ledge, access and other construction issues;

(b) Whatever non-invasive environmental inspection of the Property that Purchaser
may desire, in its sole discretion and at Purchaser’s sole cost and expense, including a Phase |
environmental site assessment; and

(c) Any other items that Purchaser considers necessary and appropriate to evaluate
the Premises and the suitability of the Premises for use by Purchaser.

14. CLOSING.

(a) Seller’s Closing Deliveries. On the Closing Date, Seller shall deliver or cause to
be delivered each of the following items to Purchaser:

(i) Duly executed and acknowledged quit claim deed in the statutory form
(the “Deed”) conveying the Property to Purchaser;

(ii) ~—s- Certificate of non-foreign status from Seller;

Gil) Customary affidavits sufficient for the title company issuing a title
insurance policy to Purchaser (the “Title Company”) to confirm the
absence of (i) parties in possession under unrecorded leases or similar
agreements, and (ii) mechanic’s or materialmen’s liens affecting the
Premises;

(iv) Evidence reasonably satisfactory to Purchaser and the Title Company of
Seller’s authority to convey the Property pursuant to this Agreement in
form and substance reasonably satisfactory to Purchaser and the Title
Company;

(v) | Acounterpart executed original of the closing statement setting forth the
Purchase Price, the closing adjustments and the application of the
Purchase Price as adjusted (the “Closing Statement’);

(vi) All books, records, plans, specifications, contracts, agreements and other
instruments or documents to the extent reasonably requested by Purchaser
and in the possession of Seller related to the operation and maintenance of
the Property;

(vil) Keys to all locks on the Property in Seller’s possession or control, if any;

(viii) Such other instruments as Purchaser may reasonably request to effectuate
the transaction contemplated by this Agreement without additional liability
or expense to Seller.

(b) Purchaser’s Closing Deliveries. On the Closing Date, Purchaser shall deliver or
cause to be delivered each of the following to Seller:

(i) A counterpart executed original of the Closing Statement;

(ii) The balance of the Purchase Price, payable in accordance with Section 2
hereof;

(iii) Acertificate updating Purchaser’s representations and warranties under
Section 10; provided any updates set forth therein which either are
permitted or contemplated by this Agreement and are not materially
adverse to Seller are herein collectively called “Purchaser Permitted
Changes”:

(iv) Such other instruments as Seller may reasonably request to effectuate the
transaction contemplated by this Agreement without additional liability or
expense to Purchaser.

15. NOTICES.

Any notice required under this Agreement shall be sufficient only if in writing and
delivered (a) by certified mail postage prepaid, (b) by nationally-recognized overnight express
mail service, or (c) by e-mail, to a party at its address set forth below:

if to Seller:

cummmiungst@nashuanh.gov
and
leonardc@nashunh.gov

If to Purchaser:

John R. Allard
john(@allardventures.com
and
jdibrigida@sheehan.com

“The Gare Ciey”

© THE CITY OF NASHUA

Pueiheuiig eyurtireet

Addendum 1

IFB 0779-110321
Questions and Answers

Question Answer
1. | What type of plumbing is under the flooring? Cast Iron
2. | Is this tile available? How do you want to handle matching it? May The tile in the kitchen is porcelain tile. The name is Essenza. The tile
you provide the manufacturer of the tile? in the hallway is vinyl tile. A porcelain and vinyl tile equivalent as
close to the color is acceptable. Follow Buy America provisions for
this project.

3. Have you looked into the option of lining the pipe? This was considered and it was determined that replacing was our
best option.

4. | Is the video available to view of the plumbing? Three different videos have been uploaded onto the City’s website
and Bid Express as part of this Addendum.

5. | Do you know if there is any electrical in the floor? We do not know if there is any electrical in the floor.

6. | Do you want to put the new plumbing in the same pathway? Follow the code for the new plumbing lines. If possible, NTS would
like the plumbing lines close to the existing lines to limit the tile
replacement.

7. | Did you do ascan and if so are the results available? A scan was not completed.

8. | Is the sink connection being replaced? No

9. | Perthe drawings on pages 13 and 14 of the RFP the red lines are the | Red is the main 4” line to be replaced. The blue line needs to connect

only ones being replaced? What about the blue lines? to the red, only the connection is needed

10. | Do we have access to the roof? What is the vent pipe made from? The roof is accessible and the pipe is cast iron

11. | Is it possible to come back and have our plumber view the project? Yes, you can make an appointment. No questions will be able to be

If so please provide a contact and phone number for a second walk | answered at the appointment. Please reach out to Greg Gillette at
through. 603.821.2037

12. | Will the café be used during construction? Only to walk through to 9 Riverside

13. | Do you want mechanical drawings or architectural drawings? Follow code enforcements recommendation for project
drawings. Mechanical drawings are acceptable as long as they meet
code.

14. | When was this last renovated? Do you have drawings from the last This building was constructed in 2007. We do not have drawings

renovation?

available.

229 Main Street » Nashua, New Hampshire 03061 * Phone (603) 589-3330 * Fax (603) 589-3233

y)

16, SUCCESSORS AND ASSIGNS.

Purchaser may assign its rights, duties and obligations hereunder prior to the Closing to
an entity under common control with Purchaser. No other assignment shall be permitted without
Seller's consent, which consent may be withheld in Seller’s sole discretion. This Agreement and
the rights, duties and obligations of the parties hereunder shall apply to and bind the heirs,
executors, administrators, trustees, legal representatives, successors and assigns of the respective
parties.

17. ENTIRE AGREEMENT; AMENDMENT.

This Agreement (including any exhibits or schedules, as the same may be amended,
referred to in the body of this Agreement which are attached hereto and made a part hereof)
constitutes the entire agreement and understanding between the parties with respect to the
purchase and sale of the Property, and no oral statements or promises and no understanding not
embodied mn this Agreement shall be of any effect whatsoever. Any modification shall be valid
only if in agreed upon by Purchaser and Seller in writing,

18. CAPTIONS.

The captions in this Agreement are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this Agreement or the scope or
content of any of it provisions.

19. COUNTERPARTS.

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

20, GOVERNING LAW.

This Agreement shall be deemed a contract made under and interpreted by the laws of the
State of New Hampshire.

21. DUTIES OF ESCROW AGENT.

The Second Deposit shall be held in an interest bearing account by the Escrow Agent,
and shall be credited towards payment of the Purchase Price at Closing or otherwise disbursed
according to the terms of this Agreement. In its capacity as escrow agent, Escrow Agent shall
have only those duties and obligations as are expressly set forth herein. No implied duties or
obligations shall be read into this Agreement against Escrow Agent. Except as explicitly stated
herein, Escrow Agent shall be under no obligation to refer to any other documents between or
among Purchaser and Seller or otherwise related to the Property or the transaction contemplated
hereunder. Escrow Agent shall not be liable to either party or any other person on account of any
error of judgment, any act done or stop taken or omitted in good faith, any mistake of fact or law,
or anything else Escrow Agent may do or refrain from doing in connection herewith, unless

caused by or arising out of actual and intentiona! misconduct, willful disregard of this Agreement
or gross negligence on the part of the Escrow Agent. Escrow Agent shall be entitled to rely, and
shall not be subject to any liability in acting in reliance, upon any writing furnished to Escrow
Agent by either party, and shall be entitled to treat as genuine and as the document which it
purports to be, any letter, paper or other document furnished to Escrow Agent in connection with
this Agreement. Escrow Agent further may rely on any affidavit of either Party or any other
person as to the existence and accuracy of any facts stated therein to be known by the affiant. In
the event of any dispute relative to the deposit monies held in escrow, the Escrow Agent may, in
its sole discretion, pay such deposit monies with the clerk of any court with competent
jurisdiction, with notice to the parties hereto at the addresses recited hereinabove, and thereupon
the Escrow Agent shall be discharged from its obligations as recited herein, and each party to
this Agreement shall thereafter hold the Escrow Agent harmless in such capacity. Both parties
hereto agree that the Escrow Agent may (a) deduct the administrative cost of opening,
maintaining and closing the said escrow account from the deposit monies before disbursing any
of said monies, and (b) deduct the cost of bringing such Interpleader action, from the deposit
monies held in escrow prior to the forwarding of the same to the Clerk of such Court. Purchaser
and Seller shall jointly and severally defend, indemnify and hold Escrow Agent for solely for its
actions as escrow agent under this Agreement harmless from and against any and all losses,
liabilities, damages, costs, expenses or claims incurred by Escrow Agent in the performance of
its duties as escrow agent under this Agreement, except only to the extent caused by the Escrow
Agent’s intentional misconduct, bad faith, willful disregard of its obligations hereunder or gross
negligence. As between themselves, each party shall be responsible for one-half of the total costs
incurred in connection with such indemnity, and each shall have the right of contribution from
the other to the extent necessary to achieve such allocation.

22, PURCHASER FINANCING.

Purchaser’s satisfaction of its obligations under this Agreement shall be contingent upon
obtaining financing upon terms acceptable to Purchaser; provided, however, that Purchaser shail
comply with the following:

(a) Within 5 business days of the execution of this Agreement, Purchaser shall provide Seller
with a written financing plan with a detailed timeline on how Purchaser plans to close the
transaction. Failure to provide such a plan or failure to follow the plan as presented to Seller will
constitute waiver of any financing contingency and failure to close due to financing will be
considered a default of the Agreement.

(b) Purchaser shall receive a written commitment to be able to proceed with the transaction
as described in this Agreement from a lending institution on terms and conditions acceptable to
the Purchaser in the Purchaser’s sole discretion, on or before 5:00 p.m. on the last day of the Due
Diligence Period.

23, CASUALTY.

If the Property or any material part thereof is materially damaged or destroyed by fire or
other casualty, then Purchaser may terminate this Agreement and the Second Deposit shall be
returned to Purchaser.

24, TAKING.

If the Property or any material part thereof (including access and casements on which the
Property depends) is taken by condemnation or eminent domain prior to the Closing, or comes
under bona fide threat of such a taking, the Purchaser may terminate this Agreement and the
Second Deposit shall be returned to Purchaser.

25. CALCULATION OF TIME PERIODS.

If the day specified hereunder for any event or the last day of any period of time provided
for hereunder shall be a Saturday, Sunday, legal holiday for national banks in the location where
the Property is located or day on which the Hillsborough County Registry of Deeds is closed,
such day or period shall be extended to the next day which is none of the foregoing. The last day
or period of time provided for hereunder shall be deemed to end at 5:00 pm in the location where
the Property is located.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

Executed as of the Effective Date.

PURCHASER:
Burke Street Nashua, LLC

Name:
Title:

SELLER:
City of Nashua

By:

Name: James W. Donchess
Title: Mayor