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Invoice Invoice Date Due Date

P-~407944-US0AB 02/10/2021 05/31/2021

Invoice
Billto: City of Nashua Deliver To: City of Nashua

229 Main Street 229 Main Street

Nashua, NH 03060 Nashua, NH 03060

USA USA

Attn: June Lehman Attn: Server Location

Customer No, Tax Reg. No. Customer PONo. Currency
739517-L usD Maintenance Renewal

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Lawson Business Intefligence- (CPU Core Based) $3 Nashua PROD 1 8 07401/2024 06/30/2022
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Page No. 1 of 3

SANBORN, HEAD & ASSOCIATES, INC.

DETAILED COST BREAKDOWN

EAST HOLLIS STREET AND BRIDGE STREET IMPROVEMENT PROJECT - FINAL DESIGN
NASHUA, NH
December 1, 2021

PIC PIC PM SPE PE EA Admin | TOTAL DIRECT
TASK _TASIK DESCRIPTION $63.60 | $63.60 | $44.13 | $36.81 | $32.46 | $29.71 | $24.25 | HOURS LABOR
PRELIMINARY DESIGN 8 1 24 8 0 10 6 57 $ 2,368.60
Environmental Field Investigation 1 0 12 0 ) 2
Environmental Data Report 4 1 12 8 ) 8
Meetings (1) 3 0 0 ) ) )
FINAL DESIGN 33 8 92 92 0 26 24 275 $ 11,408.54
Soil Management Plan 4 2 4 16 ) 8 6
Asbestos ADS Work Plan 12 4 24 48 0 8 12
Coordination with NHDES - ADS Work Plan 4 0 16 0 0 0
Geotechnical Subsurface Investigation/Lab Testing 1 0 30 4 0 2 )
Geotechnical Engineering and Report 6 2 12 24 ) 8 6
Meetings (3) 6 0 6 0 ) ) )
CONSTRUCTION DOCUMENTS AND BID ASSISTANCE 17 2 30 24 0 0 12 85 $ 3,706.74
Special Provision Specs and Pay Items 12 2 24 24 ) ) 12
Bid Assistance 2 0 6 0 0 0 )
Meetings (1) 3 0 0 0 ) ) )

SANBORN, HEAD & ASSOCIATES, INC. DIRECT LABOR TOTAL =| $ 17,483.88

Overhead @ 207.49% =| $ 36,277.30

Sub-Total =| $ 53,761.18

Fixed Fee @10%=| $ 5,376.12

SANBORN, HEAD & ASSOCIATES, INC. TOTAL ESTIMATED LABOR COST =| $ 59,137.30
DIRECT EXPENSES

Driller Subcontractor] $ 11,100.00

Other Subcontractor] $ 2,800.00

Direct Expense] $ 4,364.00.

SANBORN, HEAD & ASSOCIATES, INC. TOTAL ESTIMATED DIRECT EXPENSES =| $ 18,264.00

TOTAL SANBORN, HEAD & ASSOCIATES, INC. ESTIMATED COST =| $ 77,401.30

CLASSIFICATION
Pic __|Principal-in-Charge
PM ___|Project Manager
SPE_|Senior Project Professional
PE [Project Professional
AE __ [Professional
Admin |Administrative Staff

Page 5 of 8

Invoice Invoice Date Due Bate

P-407944-UISOAB G2/10/2021 05/31/2021

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Page No. 2 of 3

Invoice invoice Date Due Date

P -407944-US0AB 02/10/2021 05/31/2021

invoice

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Minneapolis, MN 55485-7418 274,847.69 0.00 274,847.69
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Page No. 3 of 3

AMENDED
R-20-028

RESOLUTION

AUTHORIZING THE CITY OF NASHUA TO ENTER INTO A MASTER
DEVELOPMENT AGREEMENT WITH LANSING MELBOURNE GROUP, LLC.

CITY OF NASHUA

In the Year Two Thousand and Twenty

RESOLVED by the Board of Aldermen of the City of Nashua that the City is authorized
to enter into a “Master Development Agreement” with Lansing Melbourne Group, LLC
regarding the lease and development of the “School Street Lot” for a housing project and
construction of a publically accessible ground level parking garage in substantially the same
form as the attached. The attached agreement is “red-lined” to illustrate the changes from the
agreement submitted with the resolution for first reading, however, the version of the document
to be signed will not be “red-lined.”

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 Master

Development Agreement or required or advisable to effectuate the same, including but not
limited to the lease.

FURTHER RESOLVED by the Board of Aldermen of the City of Nashua that $40,000
be transferred from Fund #7084 “Downtown Redevelopment Initiatives Trust Fund’’ and
$60,000 from Fund #1001 “Capital Improvements-School & High Street Development Project”
into the Bonded Capital Project Fund.

TABLE OF CONTENTS

Page

ARTICLE I. RECITALS 2
ARTICLE II. TERMS 3
ARTICLE II. DEFAULTS 8
ARTICLE IV. MISCELLANEOUS 9
SCHEDULE OF EXHIBITS
EXHIBIT A _ Property Description
EXHIBIT B- Development Plan

EXHIBIT C Board of Alderman Approving Resolution

MASTER DEVELOPMENT AGREEMENT
BY AND BETWEEN
LANSING MELBOURNE GROUP, LLC, a Florida limited liability company
AND

CITY OF NASHUA, NEW HAMPSHIRE

Effective Date:

This Master Development Agreement (this “Agreement’’) is made and entered into
as of February May ___, 20219, between LANSING MELBOURNE GROUP, LLC, a
Florida limited liability company (“Developer”), and the CITY OF NASHUA, NEW
HAMPSHIRE, a New Hampshire municipal corporation (“City”). Developer and City are
sometimes referred to in this Agreement collectively as the “Parties” and singularly as a
“Party”.

ARTICLE I: RECITALS

1.1 City is a duly organized New Hampshire municipal corporation acting
through its Board of Aldermen and Mayor, having its principal office located at Nashua
City Hall, 229 Main Street, Nashua, NH 03061.

1.2. Developer is a limited liability company having its principal United States
offices located at 2420 E. SUNRISE BLVD #90, FORT LAUDERDALE, FL 33304, is
experienced at developing real estate in New Hampshire and elsewhere, within the public-
private context and otherwise, and is authorized to do business in New Hampshire.

1.3 City strongly supports increased economic development to provide
additional jobs for residents of Nashua and the region, to expand business within the City,
and to develop a healthy robust economy through the means of downtown redevelopment
and investment.

1.4 The City released a request for proposals on January 12, 2017 (the “RFP’’)
soliciting proposals from real estate developers for a housing project (the “Project’”’) on an
approximately 0.682-acre parcel of real property owned by the City and more particularly
described on Exhibit “A” attached and incorporated into this Agreement (the~Preperty—;
also-referredtointhe REP as the “School Street Lot’), the vision of which RFP and Project
is to accommodate the growing housing needs of the City. The RFP is a matter of public
record.

1.5 Developer submitted its response to RFP on March 30, 2017 (the
Proposal”), and after being selected by the City has worked with the City to develop a
mutually agreeable Project concept.

1.6 Developer intends to develop the Project to comprise a 160,000 square foot
building comprising approximately 150 apartments and related improvements, all in one

single phase, and public parking.

1.6.1 A proposed Master Development Agreement was put forward for approval
by the Board of Aldermen in resolution R-20-028, which had its first reading on April 14,
2020. The legislation was referred to the Budget Review Committee. At the Committee
level, it was determined that additional parking was advisable in the area. Accordingly,
the City and Developer devised a new idea for the Project which includes ground floor
public parking owned by the City and the apartments over the parking.

1.7 The Project is depicted more specifically on the “Project Design Drawings”
(defined below).

1.8 The City intends to lease _seH-and-econvey—fee—simple—ttleteothe area

necessary for the lobby for the residents on the ground floor and the air rights over the
parking lot on the School Street Lot for the apartments (“the Property’) to Developer as set
forth in Section 2.1 below.

1.9 The purpose of this Agreement is to facilitate the development and
construction of the Project in a way that results most effectively in the public benefits
intended for the City and the private benefits intended for the Developer. The development
and construction of the Project requires a major investment by the Developer in facilities
and on-site improvements, and substantial commitment of public and private resources to
achieve the benefits of the Project for Developer and City.

1.10 The general benefits to be received by City from the implementation of the
Project include, without limitation:

a) Realization and implementation of the “Development Plan” (defined below
and attached and incorporated into this Agreement as Exhibit “B”) for the School Street
Lot in downtown Nashua;

b) Establishment of integrated site plans, urban design elements including
uniform engineering, landscapes and architecture that contribute to the revitalization of the
School Street Lot and downtown Nashua;-and

ro) Provision of housing opportunities in downtown Nashua-;_and

d) New public parking in the downtown.

1.11 The general benefits to be received by Developer from the implementation
of the Project include without limitation, integration of site plans, urban design elements
land uses, architecture, site engineering, landscape architecture, the pleasure of working
with Director Cummings and Attorney Leonard and mitigation measures over the Property;

1.12 In exchange for these benefits to City and Developer, City and Developer
desire to proceed with the Project in accordance with the terms and conditions contained
in this Agreement, subject to any amendments to this Agreement made in accordance with
this Agreement.

NOW, THEREFORE, based upon the terms and conditions set forth in this
Agreement and in consideration of the mutual promises and assurances provided in this
Agreement, City and Developer hereby agree that the Recitals as stated above are
incorporated herein and made a part of this Agreement and the following terms:

ARTICLE II: TERMS

2.1 Lease Purchase of Property.

a) Purehase-Initial Lease Price. Subject to the terms of this Agreement and the
satisfaction of the conditions precedent contained in this Agreement, the City will convey
lease_ the Property to Developer as the site of the Project and Developer will pay to City
the value of the Property as determined by the Board in the amount of Nine Hundred
Thousand Dollars ($900,000) (the “Initial Lease Purehase-Price”), which reflects the per-
unit cost of $6,000 for each residential unit to be constructed in the Project multiplied by a
total of one-hundred and fifty (150) units. The Purehase-Initial Lease Price shall be paid by
Developer to City on the “Closing Date’, as defined in the subparagraph 2.1(b)
immediately below, by wire delivery of funds through the Federal Reserve System to an
account designated in writing by City.

b) Closing. Provided that all the conditions precedent to closing by the Parties
are satisfied, City shall lease convey-the Property to Developer and Developer shall lease
acquire the Property from City on or before the date on which Developer closes its
financing for the Project (the “Closing Date’). Developer shall diligently pursue obtaining
a commitment for such financing in a timely manner. Either party may extend the Closing
Date by an additional fourteen (14) days by written notice to the other party; provided,
however, no extension of the Closing Date will, without the mutual written agreement of
the parties, extend any other deadlines set forth in this Agreement or the documentation to
be entered into pursuant to this Agreement. Notwithstanding the foregoing or any prior
extensions of the Closing Date, the parties may mutually agree in writing to further extend
the Closing Date by an additional sixty (60) days (the “Deadline Closing Date’). If, after
the Deadline Closing Date, any of the conditions precedent to the Parties’ obligation to
close is not fulfilled, then Developer or City may either (i) further extend this Agreement
or (11) terminate this Agreement and neither party shall have any obligation to the other

under this Agreement except any for any obligations that expressly survive the expiration
or other termination of this Agreement. In no event shall the Closing Date be after February
June 304, 2021.

Cc) Conditions Precedent for Closing by Developer:

(i) Issuance to Developer of all governmental permits and licenses
requisite for the construction of the Project in accordance with established procedures;

(i1) Approval by City of the Development Plan and Project Design
Drawings in accordance with established procedures;

(iii) Developer obtaining all applicable financing commitments at rates
and terms typically found in the Nashua, New Hampshire market; and

(vi) No default by City.

d) Conditions Precedent for Closing by City:

(i) Payment by Developer of the Purehase-Initial Lease Price to City;
(i1) Closing of Developer’s financing;

(iii) Approval by City of the Development Plan; and

(iv) No default by Developer.

e) Other Closing Documents. At the Closing:

(i) City will deliver to Developer a 99 year Air Rights Lease New
Hampshire complant Quit Claim Deed for the Property, free and clear of any mortgages,

deeds of trust or other monetary liens (the “LeaseDeed’’);

(i1) City will deliver to Developer a New Hampshire compliant lien and
possession affidavit regarding the Property to Developer and Developer's title insurer as
customarily required by title insurers in New Hampshire; and

(iii) City and Developer will deliver to each other fully executed
counterparts to the Closing statement;_and

(iv) City and Developer will sign a Notice of Air Rights Lease, in
recordable format substantially similar to Exhibit _to be recorded at the Hillsborough
County Registry of Deeds at Closing.

2.2 Performance of Governmental Functions. The terms of this Agreement
regarding the design and construction of the Project and the role of City in the Project are