Board Of Aldermen

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.

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