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These representations shall survive the Closing.

Other than the representations contained above and the warranty of the proposed
Warranty Deed, Seller makes no representation or warranty as to fitness, merchantability,
condition or use of the Premises for any particular purpose as the Premises is sold “AS-IS”.

9, DEFAULT AND REMEDIES. In the event that Buyer defaults in the performance of its
obligations hereunder, Seller shall be entitled to retain the Deposit, if any, as reasonable
liquidated damages.

10. CONDITIONS SUBSEQUENT TO CLOSING. The parties hereby agree and
acknowledge that Buyer is purchasing the Premises from Seller to construct a roadway to access
anew school. The parties further agree that Buyer does not need nor want the entire Premises
for the proposed roadway, but as a result of the design and layout of the new roadway, the
Premises shall be subdivided into three (3) distinct parcels: (1) the roadway, (2) portion north

of the Foadway; and (3) portion south of the roadway. ‘As consideration of SeHer-to-close-at or

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with Sellers existing eroperty- Subsequent t to tine design and c. construction of the roadway. Buyer
and Seller agree that each will fully cooperate and take all necessary and advisable actions to

adjust the lot line between Seller’s land at 34 Buckmeadow Road, Parcel ID 0000C-00350,
Map/Lot C-350 (“34 Buckmeadow”) and the Premises to include in 34 Buckmeadow the portion
of land north of the roadway which the City, in its sole discretion, has determined is surplus
subject to Buyer’s reserved rights of easement over that property for slopes, drainage and

establishment of _ Gamage Pot node cat tice to be ih wenn nih ane Re

Exhibi—a : ete. “Buyer shall also convey a single ‘point
driveway a access to the new road to Seller for the property to be reconveyed to Seller after
Closing, location to be determined by Buyer. The transfer of all land located northerly of the
proposed new road layout from Buyer shall occur following approval of a plan creating the new
roadway and reflecting the consolidation of the remaining portions of the Premises with the
abutting properties no later than six (6) months after the substantial completion of construction of
the proposed roadway.

With regard to the property southerly of the roadway Buyer covenants that for a period of twenty
(20) years Cynthia Landry shall hereby receive an exclusive right of first refusal to purchase said
property in the event that Buyer elects to sell or transfer said property. This covenant shall run
with the land, be binding on heirs and assigns and be included in the deed of transfer. For the
same twenty (20) year period the City shall not permit any construction or development within or
of this area, including but not limited to, a park or recreational area of any kind.

Buyer further commits that the contemplated new road will be named “DiAntonio Drive.”
11. BROKERAGE. Seller and Buyer represent and warrant to each other that neither has

dealt with any real estate broker, agent or salesperson in connection with this transaction. Each
party agrees to defend, indemnify, and hold the other harmless from any claims, costs,

judgments, or liabilities of any kind advanced by persons claiming real estate brokerage fees
through the indemnified party. The indemnities set forth in this Section shall survive closing.

12. PERSONAL PROPERTY INCLUDED. N/A. Land only.
13. ADJUSTMENTS, PRORATIONS AND CLOSING COSTS.

(a) Real Estate taxes, assessments, special assessments, rents, water bills, sewer,
utilities and condominium association fees, shall be prorated as of the Closing,
and the Selling price shall be adjusted accordingly.

(b) All recording fees for the deed of conveyance will be paid by the Buyer.
Recording fees for any necessary discharges will be paid by the Seller from the
closing proceeds.

(c) Seller and Buyer shall pay their own attorney’s fees.

14. CONDEMNATION. In the event of the taking of all or any part of the Property by
eminent domain proceedings, or the commencement or bona fide threat of the commencement of
any such proceedings, prior to Closing, Buyer shall have the right, at Buyer’s option, to
terminate this Agreement by giving written notice thereof to Seller prior to Closing. If Buyer
does not so terminate this Agreement, the Purchase Price shall be reduced by the total of any
awards or other proceeds received by Seller prior to Closing with respect to any taking, and, at
Closing, Seller shall assign to Buyer all rights of Seller in and to any awards or other proceeds to
be paid or to become payable after Closing by reason of any taking. Seller shall notify Buyer of
eminent domain proceedings within five (5) days after Seller learns thereof.

15. GENERAL PROVISIONS.

(a) Entire Agreement. All representations, statements, and agreements heretofore
made between the parties are merged in this Agreement, which alone fully and
completely expresses their respective obligations, and this Agreement is entered
into by each party after opportunity for investigation, neither party relying on any
statement or representation not embodied in this Agreement made by the other or
on its behalf.

(b) Modification. This Agreement cannot be changed, amended, or modified in any
way except by an instrument in writing, executed by the party or parties to be
charged with the change, amendment, or modification,

(c) Notices and Requests. Any notice, request, struction, or other document given
or required to be given hereunder shall be in writing, and shall be deemed given
when hand-delivered or deposited in the mail by registered or certified mail,
postage pre-paid, to the parties at the following address, or as at such other
addresses as the parties by like manner shall notify each other from time to time:

3. PERIOD OF PERFORMANCE. Professional Engineer shall perform and complete all work by December
31, 2022 which date shall only be altered by mutually approved written agreement to extend the period of
performance or by termination in accordance with the terms of the contract. Professional Engineer shall
begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City
of Nashua.

4. COMPENSATION. Professional Engineer agrees to perform the work for a total cost not to exceed
Dollars ($225,365.00 )

The Contract Sum shall include all items and services necessary for the proper execution and completion
of the Work.

Unless Professional Engineer has received a written exemption from the City of Nashua, Professional
Engineer shall submit monthly requests for payment for services performed under this agreement in
accordance with the values stated in the Agreement. Such requests shall be supported by such data
substantiating the Professional Engineer’s right to payment as the City of Nashua may reasonably require.
Professional Engineer shall submit monthly requests for payment for services performed under this
agreement shall be submitted as follows:

>» Electronically via email to VendorAPInvoices @ NashuaNH. gov
OR

> Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

Please_do not submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the City of Nashua requires
that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

Requests for payment shall be submitted no later than fifteen (15) days after the end of each month and
must include a detailed summary of the expenditures reported in a form that supports the approved budget.
Specifically, Professional Engineer agrees to provide the following with each request for payment:

1. Appropriate invoice forms. The forms shall include the project purchase order number, a listing
of personnel hours and billing rates, and other expenditures for which payment is sought.

2. A progress report. The report shall include, for each monthly reporting period, a description of
the work accomplished, problems experienced, upcoming work, any extra work carried out, and a
schedule showing actual expenditures billed for the period, cumulative total expenditures billed
and paid to date under the contract, and a comparison of cumulative total expenditures billed and
paid to the approved budget.

The City of Nashua will pay for work satisfactorily completed by Professional Engineer. The City of
Nashua will pay Professional Engineer within 30 days of approval by the City of Nashua of the submitted
invoice forms and progress reports. The City of Nashua will make no payments until the invoice forms and
progress reports have been submitted and approved.

AG 2 of 3

TO SELLER: Rachel M. and James L. Tebbetis
37 Indian Rock Road
Nashua, New Hampshire 03063

Joyce and Richard L. St. Pierre
2559 E. Elmwood Street
Mesa, Arizona 85213

Cynthia Landry
38 Buckmeadow Road
Nashua, New Hampshire 03062

TO BUYER: City of Nashua

(dq)

(e)

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Attn: Steven Bolton, Esquire
229 Main Street
Nashua, NH 03060

Binding Effect. This Agreement shall be binding upon and for the benefit of the
parties hereto and their respective legal representatives, successors, and assigns.

Severability. If any term or provision of this Agreement, or the application thereof
to any person or circumstance, shall to any extent, be held invalid or
unenforceable by any court of competent jurisdiction, then the remainder of this
Agreement or the application of such term or provision to any other than those to
which it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Agreement shall be valid and enforced to the fullest
extent permitted by law.

Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Hampshire.

16. STATUTORY NOTIFICATIONS. Pursuant to Section 477:4-a of the New Hampshire
Revised Statutes Annotated, the SELLER provides the following notifications to the BUYER.

(a)

(b)

RADON GAS. Radon gas, the product of decay of radioactive materials in rock
may be found in some areas of New Hampshire. This gas may pass into a
structure through the ground or through water from a deep well. Testing can
establish its presence and equipment is available to remove it from the air or
water.

ARSENIC. Arsenic is a common groundwater contaminant in New Hampshire
that occurs at unhealthy levels in well water in many areas of the state. Tests are
available to determine whether arsenic is present at unsafe levels, and equipment
is available to remove it from water. The Buyer is encouraged to consult the New
Hampshire Department of Environmental Services private well testing

recommendations (www.des.nh.gov) to ensure a safe water supply if the subject
property is served by a private well.

(c) LEAD PAINT. Before 1977, paint containing lead may have been used in
structures, The presence of flaking lead paint can present a serious health hazard,
especially to young children and pregnant women. Tests are available to
determine whether lead is present.

By virtue of the execution of this agreement, BUYER hereby acknowledges receipt of the
foregoing Notification Regarding Radon Gas, Arsenic, and Lead Paint.

IN WITNESS WHEREOPF, the parties have executed this Agreement as of the date first
above written.

SELLERS:
Witness Rachel M. Tebbeits
Witness James L. Tebbetts
Witness Joyce B, St. Pierre
Witness Richard L. St. Pierre
Witness Cynthia Landry
BUYER:
CITY OF NASHUA
By:
Witness James W. Donchess, Mayor

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O-21-046

ORDINANCE

CHANGING THE STARTING TIME OF REGULAR MEETINGS OF BOARD OF
ALDERMEN

CITY OF NASHUA

In the Year Two Thousand and Twenty-One

The City of Nashua ordains that Part | “Administrative Legislation”, Chapter 5
“Administration of Government”, Article IT “General Provisions”, Section 5-7 “Meetings” of the
Nashua Revised Ordinances, as amended, be hereby further amended by deleting the struck-
through language and adding the new underlined language as follows:

“8 5-7 Meetings.

A. The Board of Aldermen shall hold regular meetings at #39 7:00 p.m. on the
second and fourth Tuesday of each month, except during the months of July and
August, when the regular meetings shall be held on the second Tuesday of those
months.

3

This ordinance shall become effective immediately upon passage.

LEGISLATIVE YEAR 2021

ORDINANCE: QO-21-046
PURPOSE: Changing the starting time of regular meetings of the Board of
Aldermen
SPONSOR(S): Alderman Ernest Jette
COMMITTEE
ASSIGNMENT: Personnel/Administrative Affairs Committee
FISCAL NOTE: None.
ANALYSIS

This legislation changes the starting time of regular meetings of the Board of Aldermen from
7:30 p.m. to 7:00 p.m.

Approved as to form: Office of Corporation Counsel

By: Dowel Cul
Date: Ag Neawate. DI