Agenda

5.3 Notices. Unless specifically provided otherwise by this Agreement, any
notice, demand, request, consent, approval or communication which a signatory Party is
required to or may give to another signatory Party under this Agreement shall be in
writing and shall be delivered or addressed to the other at the address below set forth or
to such other address as such Party may from time to time direct by written notice given
in the manner in this Agreement prescribed. The notice or communication shall be

infrastructure surrounding the project site in the form of reimbursement for pre-approved
design fees.

4.6 Agreement to Seek Funds for Offsite Costs. City and Developer will use
best efforts to obtain funding through U.S. Housing and Urban Development Community
Development Block Grants or similar programs to offset offsite costs.

for that Party or for a substantial portion of the assets of that Party and the same is not
vacated within sixty (60) days after entry, or if that Party applies for or consents to the
appointment of any such receiver or trustee. In the event of a default specified in this
Section 3.4, non-defaulting Party may immediately pursue all remedies available to it by
law or in equity, including specific performance and the termination of this Agreement.

ARTICLE IV: CITY AND DEVELOPER MUTUAL OBLIGATIONS

to exceed sixty (60) days after commencement of the cure). If Developer is not able to
cure the material default during the applicable cure period, then City will be entitled to
terminate this Agreement and receive all of Developer's non-confidential work product
regarding the Project, including the Project Design Drawings, and Development Plan
(collectively, the "Liquidated Damages"). The Parties hereby agree that the Liquidated
Damages are intended to be and will be the full liquidated damages for the Developer’s

this Agreement shall be measured and interpreted in accordance with such standard of
performance.

b) The comprehensive development plans which are generally consistent
with the description of the City’s vision and objectives for the Project as described in the
RFP and this Agreement (the “Development Plan”) shall include a general description of
all proposed development of the Project and required infrastructure improvements,
including, but not limited to, its design and construction. The Development Plan shall
also include the following:

provided Developer's submissions, requests and applications are complete, include all
necessary fees and are otherwise compliant with applicable laws and ordinances.

2.3 Property Documents. The City represents to Developer that City has
delivered all the following documents and information regarding the Property to

Developer in the City's possession (collectively, the “Property Documents”):

a) All boundary or other physical surveys;

(ii) 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

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 Purchase of Property.

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.

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