Board of Selectmen Special Meeting (linked)

FIFTEEN ROPE FERRY ROAD
WATERFORD, CT 06385-2886
PHONE: 860-442-0553
www.waterfordct.org
EIVED FOR RECORD
RECTATERFORD. ct
3 HAY 31 A & 4S
TOWN CLERK
an AGENDA
THE BOARD OF SELECTMEN SPECIAL MEETING UPDATED
Thursday, June 1, 2023
5:00pm
Waterford Town Hall
1. Call to Order:
2. Pledge of Allegiance:
3. Public Comment:
4. Southwest School: To consider and act on a proposal to transfer, for one
_ dollar and other consideration, a portion of the Southwest School property,
approximately 15 acres, to LEARN, a non-profit regional education center,
and forward to the RTM for its consideration, pursuant to the attached
proposed contract and in accordance with Ordinance 2.112.040, subject to
Town Attomey approval of final contract terms and further discussions with
LEARNs attorney.
"5. Fire Services: To consider'and act on the proposal to appoint Stephen
Dubucki as Acting Fire Marshal, pursuant to Connecticut General Statutes
§29-297(b), effective June 2, 2023, as a result of the retirement of current
Fire Marshal Peter Schlink, such appointment not to exceed one hundred and
eighty (180) days.
6. Adjournment

)
SCHEDULE C
Quit Claim Deed
Know All Men by these Presents, that the Town of Waterford, a Connecticut
municipal corporation with its office at , Waterford, Connecticut, acting
herein by its First Selectman, , hereto duly authorized (hereinafter called the
“Releasor”), for divers good causes and considerations thereunto moving especially for
One Dollar ($1.00) and other valuable consideration, received to its full satisfaction of at
[ ], a Connecticut corporation, having a principal place of business at
Connecticut (hereinafter called the “Releasee’”), has remised, released and forever
quitclaimed and does by these presents for itself,and its successors and assigns, justly and
absolutely remise, release and forever quitcl unto the Releasee, its successors and
assigns forever, all such right and title as, Releasor, has or ought to have in or to
certain real property known as, [ ], more particularly described in
Schedule A annexed hereto and made a part ich property as so described is
hereinafter called the “Property”).
eof (
A. The Property shall be conveyed so long as the wing covenants shall be met:
1. The Release
prosecute to completion’
uccessors and assigns, shal ptly begin and diligently
development of the Property through the construction of
of such date by the Releasor or itt a¢eordance with provisions of the Agreement.
Promptly after the completion” of the Project the Releasor shall furnish the
Releasee with an instrument certifying to said completion signed by a duly authorized
agent of the Releasor, sealed, witnessed by two (2) persons and acknowledged, which
certification shall be and shall state that it is a conclusive determination of satisfaction
and termination of the agreements and covenants in this subparagraph 1 of this Paragraph
B with respect to the obligation of the Releasee herein, its successors, and assigns, to
construct the Improvements and the dates for the beginning and completion thereof.
Such certification and determination shall not constitute evidence of compliance with or
satisfaction of any obligation of the Releasee to any holder of a mortgage or any insurer
of a mortgage securing money lent to finance the Improvements, or any part thereof, nor
shall such certification and determination affect the Releasee’s obligation with respect to
any other of said Improvements. Said instrument shall be a full and final release by
Releasor of the covenants and conditions contained in Paragraph A of this Deed.
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2. The covenants contained in subparagraphs 1 and 2 of this Paragraph A shall
run with the land, and shall, without regard to technical classification or designation,
legal or otherwise, and except only as otherwise specifically provided in the Agreement,
be, to the fullest extent permitted by law and equity, binding for the benefit and in favor
of, and enforceable by the Releasor, its successors and assigns, in law or in equity. Such
remedies shall include that the Releasor may seek and be entitled to, in equity, a
reversion of title and right of re-entry.
3. In any action in equity brought to seek
Releasor shal! always be subject to and limited by,
limit in any way, the lien of any bona fide mortga:
ry, re-vesting of title in the
1 not defeat, render invalid, or
bject property.
B. The Releasee agrees for itself, and its successors an
in interest to the Subject Property, or any part thereof, tha
successors and assigns, shall devote the Property to a school use.
ms, and every successor
Releasee, and such
C. None of the provisions of th@,Agreement are merged by reason of this Deed or any
herein is inconsistent with the terms 0!
control.
assigns, to the only use and benefit of the ] ee, its successors and assigns forever, so
nM or persons in its name and behalf, shall
be executed i ) day of , 2024.
TOWN OF WATERFORD, CONNECTICUT
Signed, Sealed & De
in the presence of:
By
First Selectman, Duly Authorized
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STATE OF CONNECTICUT \ SS
COUNTY OF
On this day of , 2024, before me personally appeared,
, First Selectman of the Town of Waterford, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged that, being duly authorized to
do so, he executed the same in the capacity therein stated and for the purposes therein
contained, as his free act and deed and the free act and deed of said Town.
IN WITNESS WHEREOF, I hereunto seémy hand.
f the Superior Court/
otary Public
{1027434 10.DOCX; v.}3

SCHEDULE A
DESCRIPTION OF PROPERTY
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) A F T S&G DRAFT 05/24/2023
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), made as of the
day of , 2023 (the “Effective Date”), by and between TOWN OF
WATERFORD, a Connecticut municipal corporation having an address of 15 Rope Ferry Road,
Waterford, Connecticut 06385 (the “Seller”), and LEARN, a regional educational service center
established pursuant to Section 10-66a of the Connecticut General Statutes having an address of
44 Hatchetts Hill Road, Old Lyme, Connecticut 06371 (the “Purchaser”).
RECITALS:
WHEREAS, Seller is the owner of certain real property measuring approximately 19.96
acres and commonly known as 51 Daniels Avenue, Waterford, Connecticut, as more particularly
described on Schedule A, attached hereto and made a part hereof (the “Town Property”); and
WHEREAS, Seller desires to convey to Purchaser, and Purchaser desires to purchase
from Seller, a portion of the Town Property measuring approximately 15.36 acres on which is
located the: building commonly known as the Southwest School and all other improvements
located thereon substantially as shown on Schedule B, attached hereto and made a part hereof,
with the exact location of the boundaries of that portion of the Town Property to be conveyed to
Purchaser to be determined by Purchaser and Seller in accordance with this Agreement (the
“Property”); and
WHEREAS, Seller desires to sell the Property to Purchaser and Purchaser desires to
purchase the Property from Seller, ali in the manner and in accordance with and. subject to the
terms and conditions set forth in this Agreement; and
WHEREAS, Seller, at its sole cost and expense, desires to obtain all subdivision (or lot
division), lot line adjustment, special permit, special exception, site plan, variance and other land
use approvals and permits necessary, if any, from all boards, commissions, committees,
departments and governmental bodies which have jurisdiction or authority over land use and/or
zoning matters related to real property located in the Town of Waterford, Connecticut
(collectively, the “Land Use Authorities”), to separate (a) the (i) encroachments upon the Town
Property by adjacent properties located along the western boundary line of the Town Property to
the reasonable satisfaction of Purchaser (the “Encroachment Area”); (ii) area on which the
existing cell tower is located on the Town Property to the reasonable satisfaction of Purchaser
(the “Cell Tower Area”); and (iii) area where two (2) pickleball courts are to be constructed on
the Town Property to the reasonable satisfaction of Purchaser (the “Pickleball Courts”), from
(b) the Property, in compliance with all zoning, land use, subdivision and inland wetlands
regulations of the Town (collectively, the “Land Use Regulations”).
WHEREAS, Purchaser, at its sole cost and expense, desires to obtain all land use
approvals from ail Land Use Authorities which are necessary for Purchaser to use the Property as
jt-intends—inits-sele-and-abselute_diseretiendescribed. herein, including without limitation the
demolition of the existing Southwest School located at the Property and the construction of a
new school to be located at the Property permitting educational and/or institutional use.
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WHEREAS, Purchaser acknowledges that Seller desires that the Property be developed
as described herein and that Seller would not sell the Property to the Purchaser unless Seller is
assured to its satisfaction that the Purchaser will complete the development.
AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Seller and Purchaser agree as follows:
1. THE PROPERTY.
1.1. Deseription. Subject to the terms. and conditions of this Agreement, and
for the consideration set forth herein, Seller hereby agrees to sell, assign and convey, and
Purchaser hereby agrees to purchase, assume and acquire, all of Seller’s right, title and interest, if
any, in and to the following (collectively, the “Premises”):
1.1.1. the Property;
1A. 2. all of Seller’ 8 ight ttle anc’ interest in and to any lone’ lying in the
with-all rights, privileges, rights of way ‘and easements appurtenant to the Property, including,
without limitation, all minerals on or under the Property, development rights, air rights, and any
appurtenances, easements, rights of way or other interests in, on or under the Property, all strips
and gores and rights of ingress and egress thereto, all topsoil, gravel, sand, minerals, mineral
rights, earth products, trees, shrubbery and landscaping, and all buildings and other
improvements located thereon (collectively, the “Appurtenances”); and
1.1.3. all of Seller’s right, title and interest in and to the fixtures,
equipment, machinery and other items of tangible personal property which are owned by Seller
and which are used-locatedin-the-operatien-efat the Property as of the Effective Date, subject to
depletions, replacements and additions in the ordinary course of Seller’s business (collectively
called the “Personal Property”); and
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1.2. Easement. Subject to the terms and conditions of this Agreement, and for
the consideration set forth herein, immediately following Closing (as hereinafter defined)
Purchaser and Seller hereby agree to grant to the other any Easements (as hereinafter defined)
pursuant to the Easement Agreement (as hereinafter defined) if it is deemed reasonably
necessary by Seller and Purchaser with respect to Purchaser’s intended development of the
Premises.
2. PURCHASE PRICE AND PAYMENT.
2.1, Purchase Price. Purchaser agrees to pay to Seller, as the total purchase
price for the Premises, the sum of ONE and 00/100 DOLLAR ($1.00) (the “Purchase Price”).
The Purchase Price shall be payable to Seller on the Closing Date (as hereinafter defined) by
cash, certified or bank check, or by wire transfer of immediately available federal funds. There
shall be no deposit.
2.2. Closing. The closing of the purchase and sale of the Premises (the
Closing”) shall take place at the law offices of Shipman-&-Geedwin-LLP,263-Chureh Street,
Sutte-1207 New Haven, Connectiout 065408 uisman, Shapiro, 2 Union Plaza, New London,
Connecticut, or by mail, on or before August 1, 2024 (the “Closing Date”
«
3. INSPECTIONS AND APPROVALS.
3.1. Access to the Property. Seller shall permit Purchaser and Purchaser’s
agents and representatives access to the Property for the purpose of conducting such appraisals,
physical inspections and environmental inspections of the Property as Purchaser shall deem
necessary, in its sole and absolute discretion, to determine the feasibility of the Property for
Purchaser’s intended use, including without limitation: zoning inspection, the Title Report (as
hereinafter defined), the Municipal Report (as hereinafter defined), survey, feasibility, financing,
structural, a geotechnical examination and environmental investigation of the surface and
subsurface conditions of the Property (including, but not limited to, soil, groundwater, indoor
air), a hazardous building materials survey, an environmental site assessment and all other
matters in Purchaser’s sole and absolute discretion (collectively, the “Inspections”). For the
avoidance of doubt, Purchaser may conduct Environmental Site Assessments of the Property
including Phase I, Il and Hi Environmental Site Assessments, together with any other
environmental (e.g., soil and/or groundwater) or hazardous building material sampling and
testing. Before Purchaser enters the Property to perform the Inspections, Purchaser shall
endeavor-to-give Seller not less than twenty-four (24) hours prior notice and, at Seller’s option, a
representative of Seller may accompany Purchaser and/or Purchaser’s. representative. Purchaser
agrees to be solely responsible for the conduct of Purchaser’s representatives on and adjacent to
the Property and shall assume and pay for all expenses incurred in connection with the
Inspections. Purchaser agrees to return the Property to substantially the same condition and
cleanliness existing before entry and/or occupation by Purchaser’s representatives. Purchaser
shali use reasonable efforts to minimize interference with Seller’s use and occupancy of the
Property am and the Town Property. See ene ot eer e eB n n fe cornmanicate
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3.2. Indemnification by Purchaser. Purchaser shall indemnify, defend, release
and hold harmless Seller from any loss, injury, liability, damage or expense, including
reasonable attorneys’ fees and costs, which Seller may incur in connection with and to the extent
caused by (a) any act or omission of Purchaser or its consultants, agents or representatives
arising in connection with Purchaser’s or Purchaser’s consultants’, agents’ or representatives’
access to the Property; (b) any tests or inspections of the Property (including without limitation
the Inspections) conducted by Purchaser or its consultants, agents or representatives; and (c) the
failure of Purchaser to repair, restore and replace the Property in accordance with Section 3.1;
provided, however, that Purchaser shall not be required to indemnify Seller if and to the extent
that any such loss, injury, liability, damage or expense was caused solely by the negligence,
omission or willful acts of Seller, its employees or its agents. The foregoing indemnification
shall survive Closing and the delivery of the Deed, or the earlier termination of this Agreement.
Furthermore, Purchaser shall, at its sole cost and expense, keep and maintain a policy of
comprehensive public liability insurance with a contractual liability endorsement that covers
Purchaser’s indemnity obligation set forth above naming Seller as an additional insured and
affording protection in limits of not less than One Million Dollars ($1,000,000.00) for bodily
injury or death in any one accident, and not less than One Million Dollars ($24,000,000.00) in
the aggregate, or shall cause any consultants, agents or representatives performing such
Inspections at the Property on Purchaser’s behalf to carry such insurance. Purchaser may self-
insure with respect to the foregoing insurance requirements in its sole and absolute discretion.
3.3. Feasibility Date. The “Feasibility Date” shall be June 30, 2024. Except
as set forth herein, Purchaser may, for any reason or no reason, terminate this Agreement, in its
sole and absolute discretion, no later than the Feasibility Date by providing written notice to
Seller on or prior to 5:00. p.m. Eastern Time on the Feasibility Date and, if so terminated, this
Agreement shall terminate and no party shall have any further right, duty or obligation to any
other party pursuant to this Agreement except as expressly stated herein.
3.4. Inspection of Documents. Before or after the effective date, Purchaser
may inspect any and all non-exempt public records, ineluding, without limitation, the following.
(a) Allsurveys, as built plans, and specifications for the improvements
on the Town Property;
(b) All studies and reports including any Phase I, Phase II or Phase III
Environmental Site Assessments, environmental reports, compliance audits, sampling data,
asbestos or other hazardous building material surveys or abatement records, and any other
documents, relative to any hazardous or toxic material, waste or other environmental condition
contained in, under, at, on, upon or emanating from the Town Property (including without
limitation all improvements located at the Town Property);
(c) All studies and reports with respect to engineering or the structural
integrity of the improvements located at the Town Property, and. with respect to geotechnical
and/or wetlands concerning the Town Property;
(102741316. DOC; v.34

(d) All easements, covenants, conditions, restrictions and other
instruments, muniments and written undertakings affecting title to or the use of the Town
Property;
(e) All lease documents or other agreements affecting the Town
Property;
® All documents relating to any special use, non-conforming use or
zoning variance granted with respect to all or any portion of the Town Property;
(g) Ail existing title insurance policies with respect to the Town
Property; and
(bh) ~—sAll.:soorders, notices of violations, cease and desist order,
complaints, threatened litigation, enforcements, judgements or other similar or related documents
with respect to the Town Property; and
(i) All other documents affecting the ownership or use of the Town
Property that Seiler has not already provided to Purchaser.
3.5. Title Commitment.
3.5.1. Purchaser, at Purchaser’s sole cost and expense, shall order from a
title insurance company authorized to issue policies of title insurance in the State of Connecticut
reasonably acceptable to Seller (the “Title Company”) a Commitment for Title Insurance (the
“Title Commitment”) setting forth the status of title to the Town Property and all exceptions
which would appear in an Owner’s Policy of Title Insurance, and specifying the Purchaser as the
named insured and showing at least the estimated value of the Property as the policy amount,
and, if it so desires, a municipal departmental. search with respect to the Town Property (the
“Municipal Report”). Purchaser shall notify Seller in writing of any objections to title other
than the Permitted Exceptions (as hereinafter defined) which it may have no later than the
Feasibility Date (the “Title Objections”), and may notify Seller in writing of any objections to
the Municipal Report (the “Municipal Objections”). Purchaser shall be deemed to have waived
the right to. object to any matter shown on the Title Commitment and not otherwise noted as a
Title Objection. Seller shall have thirty (30) days from the receipt of Purchaser’s notice of the
Title Objections (or Additional Encumbrances, as hereinafter defined) and any Municipal
Objections, during which Seller may, but shall not be obligated to, state in writing whether it
intends to remedy any defect set forth in Purchaser’s notice by Closing (the “Title Response
Period”). Upon the termination of the Title Response Period, Purchaser shall either (a) accept
the title Seller is able to convey without abatement, reduction or setoff against the Purchase
Price; or (b) terminate this Agreement. In the event of termination by Purchaser, this Agreement
shall terminate and no party shall have any further right, duty or obligation to any other party
pursuant to this Agreement except as expressly stated herein. In the event Purchaser fails to
notify Seller of its desire to terminate as set forth herein, Purchaser shall be deemed to have
elected to accept title as set forth in clause (a) of this Section. The Closing Date shall be
postponed, if necessary, by the number of days required to accommodate such procedures.
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Notwithstanding anything herein to the contrary, Seller must remove, have released and
discharged of record any and all monetary encumbrances, including without limitation any and
all mortgages, mechanics liens, judgment liens and tax liens which affect the Premises.
3.5.2. In the event any additional encumbrance arises after the date of the
Title Commitment (the “Additional Encumbrances”) but prior to the Closing Date of which
Purchaser becomes aware, then Seller, upon written notice of such Additional Encumbrances,
shall have a period not to exceed thirty (30) days following such written notice (the “Cure
Period”) to enable Seller to remove the Additional Encumbrances and Seller shall diligently use
its good faith efforts. to remove such Additional Encumbrances. (or, at Purchaser’s sole and
exclusive option, provide the Title Company with such assurances as may be reasonably
necessary to issue an Owner’s Policy of Title Insurance insuring title to the Property without
exception for such Additional Encumbrances). In the event Seller is not able to remove the
Additional Encumbrances prior to the expiration of the Cure Period, then Purchaser may
terminate this Agreement by notifying Seller in writing to such effect within ten (10) business
days following the expiration of the Cure Period, in which case this Agreement. shall terminate
and no party shall have any further right, duty or obligation to any other party pursuant to this
Agreement except as expressly stated herein. If Purchaser does not so terminate this Agreement,
Purchaser shall accept such title as Seller can convey without reduction in the Purchase Price.
The Closing Date shall be postponed, if necessary, by the number of days required to
accommodate the Cure Period. Notwithstanding, the covenants and restrictions reserved to
Seller, including the right of reversion and right of entry, shall not be Additional Encumbrances,
3.5.3. It is understood and agreed that the marketability of title herein
required to be conveyed by Seller shall be determined in accordance with the Standards of Title
of the Connecticut Bar Association now in effect (the “Title Standards”). It is also agreed that
any and all defects in or encumbrances against the title which come within the scope of said Title
Standards, shall not constitute a valid objection on the part of Purchaser, if such Title Standards
do not.so provide, provided that Seller furnishes any affidavits or other instruments which may
be required by the applicable Title Standards.
3.6. Permitted Exceptions. Purchaser shall accept title to the Property subject
and solely limited to the following exceptions (collectively, the “Permitted Exceptions”):
3.6.1. Building lines if established, zoning and building regulations, and
any and all provisions of any ordinance, municipal regulation or public or private law affecting
the Property;
3.6.2. Real estate taxes on the current grand list and any and all existing
tax payments, municipal liens or assessments coming due on or after the Closing Date which
Purchaser, by acceptance of the Deed, shall assume and agree to pay any and all such tax
payments, liens and assessments which may on or after the date hereof be assessed, levied
against or become a lien on the Property;
3.6.3. Common law, statutory, riparian and littoral rights of others and
other rights as may exist in and to any natural watercourse or body of water flowing through or
adjoining the Property;
{10274 1316.DOC; v.36

3.6.4. Public improvement assessments and/or any unpaid installments
thereof which assessments and/or installments become due and payable after the date of delivery
of the Deed, which assessments and/or installments Purchaser will assume and agree to pay as
part of the consideration for the Deed; and
3.6.5. Any matter shown on the Title Commitment and not otherwise
noted as a Title Objection, subject to the terms and conditions of Section 3.5.
3.6:5:3.6.6. The right of reversion and right of ré-entry as provided
herein.
3.7. Land Use Matters.
3.7.1. Survey. By March 31, 2024, Purchaser, at its sole cost and
expense, shall cause to be prepared an ALTA/NSPS survey of the Town Property including all
easement areas, and metes and bounds legal descriptions of the Town Property, certified to,
among others, Seller, Purchaser and the Title Company, and subject to the review, comment and
approval of Purchaser and the Title Company (the “Survey”). Purchaser may include objections
to the Survey as part of its Title Objections. Purchaser and Seller shall work together in good
faith and with diligence to determine the exact location of the boundaries of the Property to be
conveyed to Purchaser, together with any easements which need to be granted (or reserved in the
Ddeed) for utilities, access and the like, and any other easements deemed reasonably necessary
by Seller and Purchaser as shown on such aforementioned survey (collectively, the
“Easements”). Upon determination of the exact location of the boundaries of the Property to be
conveyed to Purchaser, Seller and Purchaser shall enter into an amendment to this Agreement
memorializing such exact location (the “Property Description Amendment”). Seller and
Purchaser shall endeavor to enter into the Property Description Amendment by the date that is
thirty (30) days following the receipt by Purchaser and Seller of the final approved Survey.
3.7.2. Subdivision and Property Realignment. Seller shall be responsible,
at its sole cost and expense (including the costs and expenses of any appeals), for obtaining prior
to April 30, 2024 (the “Seller’s Land Use Approvals Date”), all final subdivision (or lot
division), lot line adjustment, special permit, special exception, site plan, variance and other land
use approvals and permits necessary, if any, from all Land Use Authorities, to separate (a) the
Encroachment Area, the Cell Tower Area and the Picklebalf Courts to Purchaser’s reasonable
satisfaction; from (b) the Property, in compliance with the Land Use Regulations and the
Property Description Amendment (collectively, the “Seller’s Land Use Approvals”). In the
event that any of the Encroachment Area, the Cell Tower Area and the Pickleball Courts may be
separated from the Property by boundary, lot line or other forms of agreement, Seller shall be
responsible, at its sole cost and expense, for preparing, negotiating, entering into and recording
on the Waterford Land Records prior to the Seller’s Land Use Approvals Date all such
agreements (collectively, the “Boundary Line Agreements”), which Boundary Line
Agreements are subject to the review, comment and approval of Purchaser and the Title
Company prior to their execution. Seller shall be responsible, at its sole cost and expense, for
performing all civil engineering studies, drawings, boundary realignment maps and subdivision
maps necessary to support all of the foregoing. Seller shall also transfer all approvals, permits,
{102741316.DOC, v.}7

licenses and consents to Purchaser to the extent required in accordance with applicable Land Use
Regulations.
3.7.3. School Construction Project. Purchaser shall be responsible, at its
sole cost and expense (including the costs and expenses of any appeals), for obtaining prior to
June 30, 2024 (the “Purchaser’s Land Use Approvals Date”), all special permit, special
exception, site plan, variance and other land use approvals and permits necessary, if any, from all
Land Use Authorities, for Purchaser to use the Premises as it intends in its sole and absolute
discretion, including without limitation the demolition of the existing Southwest School located
at the Property and the construction of a new school to be located at the Property permitting
educational and/or institutional use_(the “Project”), together with all permits and approvals
necessary to construct the Pickleball Courts, all in compliance with the Land Use Regulations
(collectively, the “Purchaser’s Land Use Approvals” and, together with the Seller’s Land Use
Approvals, collectively, the “Approyals”). Purchaser shall be responsible, at its sole cost and
expense, for performing all civil engineering studies, surveys, drawings and maps necessary to
support all of the foregoing. In the event that Purchaser has not obtained final, unappealable
Purchaser’s Land Use Approvals by the Purchaser’s Land Use Approval’s Date, Purchaser may,
in its sole and absolute discretion, terminate this Agreement. In the event of any such
termination by Purchaser, this Agreement shall terminate and no party shall have any further
right, duty or obligation to any other party pursuant to this Agreement except as expressly stated
herein. The Pickleball Courts shall be constructed at Purchaser’s sole cost and expense.
3.7.4. Seller Obligations. Seller shall at all times prior to the Seller’s
Land Use Approvals Date diligently pursue the Seller’s Land Use Approvals using all good faith
efforts, including without limitation (a) submission of all information and documents required or
reasonably requested by any governmental entity in accordance with established deadlines or, if
none, in a timely manner; (b) payment of any and all application fees and other costs required by
any governmental entity in accordance with established deadlines or, if none, in a timely manner;
and (c) the retention of qualified and responsive professionals, such as engineers, consultants and
attorneys, to facilitate issuance of the Seller’s Land Use Approvals. Seller, at no cost or expense
to PurehaserSeller, shall cooperate in good faith with Purchaser in obtaining the Purchaser’s
Land Use Approvals, including executing on Purchaser’s behalf any and all applications and
consents required to be signed by Seller for Purchaser to obtain the Purchaser’s Land Use
Approvals.
3.7.5, Purchaser Obligations. Purchaser shall at all times prior to the
Purchaser’s Land Use Approvals Date diligently pursue the Purchaser’s Land Use Approvals
using all good faith efforts, including without. limitation (b) submission of all information and
documents required or reasonably requested by any governmental entity in accordance with
established deadlines or, if none, in a timely manner; (b) payment of any and all application fees
and other costs required by any governmental entity in accordance with established deadlines or,
if none, in a timely manner; and (c) the retention of qualified and responsive professionals, such
as engineers, consultants and attorneys, to facilitate issuance of the Purchaser’s Land Use
Approvals.
3.7.6. Appeals. Neither Seller nor Purchaser shall have any obligation to
(a) appeal a denial by any governmental authority having jurisdiction over the issuance of any
{102741316.DOC; v.}8

Approvals; (b) appeal any Approvals with conditions, exceptions and/or contingencies deemed
unacceptable by either Purchaser or Seller, in their sole and absolute discretion; or (c) defend any
appeal by any party whatsoever with respect to any Approvals and, notwithstanding anything
herein to the contrary, in the event of any of the foregoing, Purchaser or Seller may, at any time
(i) prior to the expiration of any relevant appeal period; or (ii) promptly following any such
appeal by any party whatsoever, whichever is later, elect, in its sole and absolute discretion, to
terminate this Agreement. In the event of any such termination, this Agreement shall terminate
and no party shall have any further right, duty or obligation to any other party pursuant to this
Agreement except as expressly stated herein. In the event Purchaser, Seller or any adverse party
appeals the denial or award of any Approvals, such Approvals shali not be deemed to have
obtained unless and until such appeal is resolved favorably to Seller with respect to Seller’s Land
Use Approvals or Purchaser with respect to the Purchaser’s Land Use Approvals, as the case
may be, by a final judgment of a court with final jurisdiction over the appeal.
3.8. Financing Contingency. Purchaser shall have until June 30, 2024 (the
“Financing Date”), to obtain sufficient funding from the State of Connecticut to use the
Premises as it intends in its sole and absolute discretion, including without limitation the
demolition of the existing Southwest School located at the Property and the construction of a
new school to be located at the Property permitting educational and/or institutional use in
accordance with the Purchaser’s Land Use Approvals, by being added to the state bid list or
otherwise, the terms and conditions of which shall be acceptable to Purchaser in its sole and
absolute discretion (collectively, the “Financing”). In the event that Purchaser does not receive
the Financing by the Financing Date, Purchaser may, in its sole and absolute discretion,
terminate this Agreement. In the event of any such termination by Purchaser, this Agreement
shall terminate and no party shall have any further right, duty or obligation to any other party
pursuant to this Agreement except as expressly stated herein
3.9. [INTENTIONALLLY DELETED] Gentraets—As-used-herein,-thetemm
bs >
{102741316.DOC; v.}9

3.10. Cooperation. At no cost or expense to Seller, Seller shall cooperate
reasonably with Purchaser in satisfying the Inspections, the Purchaser’s Land Use Approvals and
the Financing.
3.11. Project Feasibility. Notwithstanding anything in this Agreement to the
contrary, if Purchaser, in its sole discretion, shall determine that the use of the Premises as
contemplated by Purchaser is not feasible for any reason, including without limitation the
configuration of the Premises, the availability of utilities with adequate capacity and other
support services at the Premises, the resistance of governmental authorities having jurisdiction or
other parties to the proposed use of the Premises, or any other reason which, in the opinion of
Purchaser, should cause this Agreement to be terminated by Purchaser, rather than prolonging
Purchaser’s control of the Premises, Purchaser may notify Seller of its determination to terminate
this Agreement in writing, in which event this Agreement shall terminate and thereafter neither
party shall have any further rights or obligations hereunder except for those provisions which
expressly survive the termination of this Agreement. This contingency is for the benefit of
Purchaser and may be waived Purchaser in its sole discretion,
37H453.12.
4. SELLER’S OBLIGATIONS PRIOR TO CLOSING. Until Closing, Seller
covenants and agrees to the following:
4.1. Insurance. Seller shall keep the Premises insured in reasonable amounts
against fire and other hazards and comprehensive public liability insurance against claims for
bodily injury, death and property damage occurring in, on or about the Premises; such insurance
policies shall be on an occurrence basis;
4.3. Waste. Seller shall not dispose, nor permit the disposal of, any trash,
vehicles, debris, building materials, hazardous materials, environmental contaminants or organic
material (including without limitation, trees and stumps) on the Property except in compliance
with all applicable laws and regulations.
44, Intentionally deleted j : i
{102741316.DOC; v.}10

4.5. Intentionally deleted] N e-Vielations- Seller and the Premises are notand
4.6. Taxes and Payments. Seller shall continue to pay all taxes (if applicable)
and mortgage payments (if applicable) with respect to the Premises as and when the same are
due and, at Closing, there shall be no unpaid bills or claims which may give rise to a lien against
the Premises or be binding upon Purchaser.
4.7, No Transfers. Seller shall not (a) further encumber, or give, grant or
convey or modify any easements, leases, licenses or other direct or indirect interests in and to,
the Premises or Seller’s rights and obligations therein or under this Agreement nor permit the
same to occur; and (b) hereafter sell or otherwise transfer any direct or indirect interest in the
Premises or this Agreement, and shall not enter into any agreements with respect to the Premises
which shail remain binding on the Premises after Closing except as permitted Pursuant teto this
4.9. Continued Accuracy of Representations: Seller shall take no action nor
permit any action or omission which may alter the continued complete accuracy of Seller's
representations and warranties as contained herein throughout the term hereof. Seller shall take
all actions, at its sole cost and expense, to maintain the continuing truth and accuracy of Seller's
representations and warranties contained herein.
4.10. Notice of Changed Circumstances. Seller shall promptly advise Purchaser
of any changed circumstances with respect to the Premises including, without limitation, every
(a) rezoning of the Town Property or proposal to. do so; (b) actual or threatened taking or
condemnation or all or any portion of the Town Property; (c) actual or threatened enforcement
action by any party whatsoever; (d) actual or threatened lien against title to the Town Property;
and (ed) change in circumstances that would alter any of Seller’s continuing representations,
warranties or covenants herein contained.
4.11. UST Closure and Removal. Seller shall close or provide Purchaser with
proof of closure of the UST Notices of Violation from the Connecticut Department of Energy
and Environmental Protection (CTDEEP) dated February 14, 2018, for (a): failure to comply
with annual testing of the cathodic protection system (NOVUST-GB18-0018); and (b) failure to
provide updated registration information (NOVUST-GB18-0022) (collectively, the “Known
UST NOVs”), in accordance with CTDEEP guidance. and regulations. :
{102741316.DOC; v.} 11

5. REPRESENTATIONS AND WARRANTIES.
5.1. By Seller. Seller represents and warrants to Purchaser as of the Effective
Date that:
5.1.1. Seller is a validly existing municipal corporation duly organized
under the laws of the State of Connecticut.
5.1.2. Seller has taken, or will by closing have taken, all requisite action
and obtained all requisite consents, releases and permissions in connection with entering into this
Agreement and the instruments and documents referenced herein or required under any
covenant, agreement, encumbrance, law or regulation with respect to the obligations required
hereunder, and no consent of any other party is required for the performance by Seller of its
obligations hereunder.
$.1.3. This Agreement is, and all agreements, instruments and documents
to be executed and delivered by Seller pursuant to this Agreement shall be, duly authorized,
executed and delivered by Seller.
5.1.4. This Agreement is, and all agreements, instruments and documents
to be executed and delivered by Seller pursuant to this Agreement shall be, valid and legally
binding upon Seller and enforceable in accordance with their respective terms.
5.1.5. Neither the execution of this Agreement nor the consummation of
the transactions contemplated hereby does now constitute or shall result in a breach of, or a
default under, any agreement, document, instrument or other obligation to which Seller is a party
or by which Seller may be bound, or any law, statute, ordinance, rule, governmental regulation or
any writ, injunction, order or decree of any court or governmental body, applicable to Seiler or to
the Premises.
5.1.6. No petition in bankruptcy (voluntary or otherwise), assignment for
the benefit of creditors, or petition seeking reorganization or arrangement or other action under
Federal or state bankruptcy law is pending against or contemplated by Seller.
5.1.7. There are no actions, suits, claims or other proceedings pending or
contemplated or threatened against Seller that could affect Seller’s ability to perform its
obligations when and as required under the terms of this Agreement.
$49:5.1.8. Seller is the sole owner of the. Premises and has not
transferred all or any portion of the air or other development rights appurtenant to the Premises.
{!02741316.DOC; v.}12

$410:5.1.9. Except for the matters of record disclosed in the Title
Commitment, Seller has good and marketable, indefeasible, absolute fee simple title to the
Premises free and clear of all defects, security interests, liens, encumbrances, easements,
covenants, restrictions, reservations, conditions, encroachments and any other matters or defects
whatsoever.
5+7-H-3.L10. Neither the Premises nor any part thereof is subject to any
purchase contract, option, lease or occupancy arrangement, management agreement, construction
contract, tax agreement, governmental agreements, development agreements, or other contract or
arrangement.
5442:5.1.11. There are no commitments or agreements with respect. to
the Premises which would require Purchaser to pay any money or perform any obligation or
which would otherwise affect the ownership or development of the Premises.
$443-.5.1.12. There are no unrecorded development or use restrictions
with respect to the Premises.
{102741316.DOG; v.}13

54-425,1.13. Other than the underground storage tanks associated with
the Known UST NOVs, no active or abandoned aboveground or underground storage tanks exist
at, on, upon or under the Premises.
§449.5.1.14. Seller has not received any written notice of and has no
actual knowledge of pending or threatened litigation, action, suit, proceeding or investigation (by
any person, any governmental or quasi-governmental agency, department, board, commission,
bureau or other entity or instrumentality or otherwise) affecting the ownership, use, occupancy,
value, operation or title of the Premises, or any part thereof, or the consummation of the sale to
Purchaser pursuant hereto, and there is no tax appeal by Seller pending with respect to the
Premises.
§-+26:5.1.15. Seller has no knowledge of any pending public agency
(including but not limited to planning, zoning, inland wetlands, etc.) hearings or appeals
therefrom concerning the Premises or any abutting property, and Seller shall promptly notify
Purchaser in writing if Seller receives notice or learns of any such hearings on and after the
Effective Date.
s 5-t24-Fhe remiss he aoe ae elation of any legal requirements
§422,5.1.16. Seller is not a foreign person as defined in 26 U.S.C.
Section 1445()(3).
5-4:23.5.1.17. There are no special assessments levied or to be levied
against the Premises which are not yet a lien upon the Premises, and Seller has received no
{102741316.DOC; v.}14

written notice and has no actual knowledge of any existing improvements or work done at the
Premises which may result in special taxes or assessments to be paid thereon.
$,4245,1.18. The Property abuts a public highway or is to be conveyed
together with a permanent right of way or easement to a public highway.
The representations and warranties made in this Section 5.1 shall not _be—true—and
Sofhplets at Closing and shat are the Closing-fer-2-period-of three-{3}-years- following the
{102741316.DOC; v.} 15

5.2. By Purchaser. Purchaser represents and warrants to Seller as of the
Effective Date that:
5.2.1, Purchaser is a validly existing regional educational service center
duly organized under the laws of the State of Connecticut.
5.2.2. Exeeptwith-respect-tePurchaser’s governing beard, Purchaser has
taken all requisite action and obtained all requisite consents, releases and permissions in
connection with entering into this Agreement and the instruments and documents referenced
herein or required under any covenant, agreement, encumbrance, law or regulation with respect
to the obligations required hereunder, and no consent of any other party is required for the
performance by Purchaser of its obligations hereunder;
5.2.3, Subject—to—approval—by—Purchaser’s—geverning beard, {This
Agreement is, and all agreements, instruments and documents to be executed and delivered by
Purchaser pursuant to this Agreement shall be, duly authorized, executed and delivered by
Purchaser;
5.2.4. Subject—to—approval_by—Purchasers—governing —beard,T—this
Agreement is, and all agreements, instruments and documents to be executed and delivered by
Purchaser pursuant to this Agreement shall be, valid and legally binding upon Purchaser and
enforceable in accordance with their respective terms;
5.2.5. neither the execution of this Agreement nor the consummation of
the transactions contemplated hereby does now constitute or shall result in a breach of, or a
default under, any agreement, document, instrument or other obligation to which Purchaser is a
party or by which Purchaser may be bound, or any law, statute, ordinance, rule, governmental
regulation or any writ, injunction, order or decree of any court or governmental body, applicable
to Purchaser or to the Premises;
5.2.6. no petition in bankruptcy (voluntary or otherwise), assignment for
the benefit of creditors, or petition seeking reorganization or arrangement or other action under
Federal or state bankruptcy law is pending against or contemplated by Purchaser; and
5.2.7. there are no actions, suits, claims or other proceedings pending or
contemplated or threatened against Purchaser that could affect the Purchaser’s ability to perform
its obligations when and as required under the terms of this Agreement.
The representations made by Purchaser in this Section 5.2 shall not survive Closing.
5.3. Broker. Purchaser represents that it has not engaged, on its behalf, any
broker in connection with this Agreement for the purchase of the Premises. Seller represents and
{102741316.DOC; v.} 16

warrants that it has not engaged, on its behalf, any broker in connection with this Agreement for
the purchase of the Premises. Seller shall be responsible for any and all brokerage fees, costs
and expenses with respect to the transactions contemplated by the terms of this Agreement, and
shall indemnify, defend and hold Purchaser free and harmless from any and all losses, damages,
costs and expenses (including reasonable attorneys’ fees) that Purchaser or Seller, as the case
may be, may suffer as a result of any claim or suit brought by any broker arising out of or in
connection with the transactions contemplated by the terms of this Agreement. This Section 14
shall survive the delivery of the Deed and the Closing.
5.4. Property Condition. PURCHASER ACCEPTS AND AGREES THAT
PURCHASER IS PURCHASING THE PREMISES BASED SOLELY UPON PURCHASER’S
OWN _INDEPENDENT INVESTIGATIONS, EXAMINATIONS, DETERMINATIONS AND
FINDINGS, INCLUDING WITHOUT LIMITATION THE INSPECTIONS, AS. PURCHASER
HAS CHOSEN TO MAKE OR HAS MADE OR NOT, AND NOT IN RELIANCE UPON ANY
INFORMATION PROVIDED BY SELLER OR SELLER’S AGENTS. OR CONTRACTORS.
PURCHASER ACCEPTS AND. AGREES THAT SELLER HAS AND WILL AFFORD
PURCHASER THE OPPORTUNITY FOR FULL AND COMPLETE INVESTIGATIONS,
EXMINATIONS AND INSPECTIONS OF THE PREMISES PRIOR TO THE FEASIBILITY
DATE. PURCHASER SPECIFICALLY ACKNOWLEDGES THAT SELLER IS SELLING,
AND PURCHASER IS PURCHASING, THE PREMISES ON _AN_ "AS _ IS WITH ALL
FAULTS" BASIS AND THAT IN CLOSING AND ACCEPTING TITLE PURCHASER IS
NOT_RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, FROM THE TOWN, ITS AGENTS, OFFICIALS,
EMPLOYEES OR BROKERS AS TO ANY MATTERS CONCERNING THE. PREMISES,
INCLUDING WITHOUT LIMITATION: (i) the quality, nature, adequacy and_ physical
condition of the Premises, including, but not limited to, the appurtenances, access, landscaping
and parking facilities, (ii) the quality, nature adequacy, and physical condition of soils, geology
and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of
utilities serving the Premises, (iv) the development potential of the Premises, and the Premises’s
use, habitability, merchantability, or fitness, suitability, value or adequacy of the Premises for
any particular purpose, (v) the zoning or other legal status of the Premises or any other public or
private restrictions on use of the Premises, (vi) the compliance of the Premises or its compliance
with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and
restrictions of any governmental or quasi-governmental entity or of any other person or entity,
(vii) the presence or removal of hazardous or toxic materials, substances or wastes on, under or
i ; (viii) the quality of any labor and
materials used_in any improvements on the Premises, (ix) leases, service contracts, or other
contracts affecting the Premises, if any, and (8). the economic expectations of the
L z A ea MAER D e, e
{!02741316.DOC; v.}17

5.5. Environmental Indemnity. Purchaser shall release, indemnify, and hold
harmless Seller and its officials, employees and related municipal entities (the “Seller
Indemnified Parties”) from and against any and all claims, causes of action, damages, losses,
costs and expenses to the extent caused by, related to or arising out of the demolition of the
improvements upon the Property, specifically including abatement and proper disposal and
reporting of hazardous building materials in accordance with applicable Environmental. Laws;
bedily-injury_or_property-damage_claims—The foregoing indemnification shall not include
indemnification from, for or with respect to consequential or punitive damages._ Should, by
closing, the parties determine that the Property meets the definition of an “establishment” within
the meaning of Connecticut General Statutes Se