Agenda

EXHIBIT “C”

BOARD OF ALDERMEN APPROVING RESOLUTION

EXHIBIT “B”

DEVELOPMENT PLAN

EXHIBIT “A”

PROPERTY DESCRIPTION

Parcel Number 79-54

IN WITNESS WHEREOF, the Parties hereby set their hands and seals, effective
the date first above written.

LANSING MELBOURNE GROUP, LLC,
a Florida limited liability company

Peter Flotz, Manager

STATE OF FLORIDA
County of BROWARD

I, the undersigned, a Notary Public of the County and State aforesaid, do hereby certify

that Peter Flotz personally came before me this day and acknowledged under seal that he

is Manager of LANSING MELBOURNE GROUP, LLC, a Florida limited liability

IN WITNESS WHEREOF, the Parties hereby set their hands and seals, effective the date
first above written.

CITY OF NASHUA, NEW HAMPSHIRE

James W. Donchess, Mayor

ATTEST:

Susan Lovering, City Clerk

Approved as to form:

Celia K. Leonard, Deputy Corporation Counsel

STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH

5.21 INNO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY (OR TO ANY THIRD PARTY, WHETHER OR NOT CLAIMING THROUGH
THAT OTHER PARTY) FOR INDIRECT, CONSEQUENTIAL, SPECIAL,
INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER).

f) The City has not received any notice from any governmental agency, state,
federal or local, that the Property is in violation of or the subject of an investigation
regarding the potential violation of any Laws and Ordinances, including laws of the
United States or the State regarding the presence, storage, transport, spillage, removal or
remediation of hazardous or harmful substances on the Property, or the presence, storage,
transport, spillage, removal or remediation of hazardous or harmful substances on

the authority to bind City and Developer. Notwithstanding the foregoing, with the
approval of this Agreement, City Council hereby delegates to the City Manager the
authority to execute any supplemental documents required to effectuate the purposes of
this Agreement.

5.15 Representations and Warranties of Developer. Developer represents and
warrants to City that:

a) Developer is a valid limited liability company duly organized, validly
existing and in good standing under the laws of the State of Florida;

within thirty (30) business days of the delivery of the other Party’s request. If the
reviewing Party elects to deny its consent or approval, then it must substantiate that
decision with commercially reasonable documentation that enables the requesting Party
to comprehend the decision and, if appropriate, modify such request and re-submit it to
the reviewing Party for further review pursuant to these terms for consent or approval. A
Party reviewing a request for consent to the assignment of rights and obligations by the

5.6 Assignment.

a) Developer shall not, prior to the issuance of a certificate of occupancy (or
local equivalent) for the Project, assign or transfer this Agreement or delegate any of its
obligations or duties under this Agreement without the prior written consent of City,
which consent may be withheld in City's sole discretion, except that Developer may
freely assign to entities within the control of the same principals as those of the
Developer or for the purposes of financing or other legal requirements.