Board of Selectmen Regular Meeting

FIFTEEN ROPE FERRY ROAD
WATERFORD, CT 06385-2886
PHONE: 860-442-0553
wwwwaterfordct.org
UPDATED AGENDA
BOARD OF SELECTMEN REGULAR ME
‘Tuesday, July 22, 2025
5:00 PM
Waterford Town Hall (Appleby)
(Procedural Action: Check register to be signed by the Board of Selectmen in
accordance with CGS 7-83) 
:
1.
2.
3.
oe
5.
6.
7.
8.
Call to Order & Roll Call:
Pledge of Allegiance
Public Comment:
- Board of Education: To consider and act on a recommendation from Shea
Davy, Purchasing Agent, on behalf of Joe Mancini, Director of Finance and
Operations, to award Prime Electric, in the amount of $194,7 16. Funds will be
available from line #20560-57842 (School Security).
Board of Education: To consider and act on a recommendation from Shea -
Davy, Purchasing Agent, “on behalf of Joe Mancini, Director of Finance and
Operations, to award MRE Fence LLC, in the amount of $42,200. Funds will
“be available from line #20560-57842, (School Security).
Board of Education: To consider and act on a request for an appropriation,
from designated line #20560-57893 (Great Neck Field Improvement), from the
Director of Finance and Operations, Joe Mancini, in the amount of $27 8,500
and forward on to the Board of Finance if approved.
Board of Education: To consider and act on a request for an additional
appropriation from the Director of Finance and Operations, Joe Mancini, in the
amount of $71,500, to account #25060-57893 ~(Great Neck Field
Improvement) and forward on to the Board of Finance if approved.
Police Department: To consider and act on a request for a FY25 additional

TNEWype text 

15.
16.
47.
18.
19.
20.
21.
Recreation & Parks: To consider and act on a recommendation from Shea
Davy, Purchasing Agent, on behalf of the Director of Recreation & Parks,
Ryan McNamara, for surplus disposal of a Canon Copier Asset #100118, as it
is no longer needed. Also requested to reassign a Ricoh Copier, ID
#5290846, to Recreation & Parks from Youth and Family Services
Department.
Appointments & Resignations:
16a. To consider and act on the appointment of Robert E. Kyne Jr. (R) to
the Recreation & Parks Commission to fill the term of 9/1/22-8/31/25 as a
Member.
New Business:
Old Business:
Correspondence:
19a. Letter from Ted Olynciw regarding Oswegatchie Fire House
Consent Agenda
20a. Tax Refund
20b. Board of Selectmen Regular Meeting Minutes July 8,.2025
Adjournment:

#4

<a
Mr. Thomas W. Giard Il
ATERFORD 
Superintendent of Schools
Pustic ScHooLs 
Donn cleen
Assistant Superintendent
MEMORANDUM
DATE: 
July 16, 2025
TO: 
Rob Brule
FROM: 
Joseph P. Mancini, Director of Finance and Operations
RE: 
Bollards Award
Mr. First Selectman
1 am writing to you at the behest of the Waterford Board of Education. This is in regard to
the project to limit egress into all five schools in Waterford. The Waterford Board of
Education has worked with Architects at Linden Landscape to produce plans which
incorporate recommendations made by the Waterford Police Department. This has been a
long process as plans have expanded over time.
Waterford Public Schools worked with area vendors and contractors to provide proposals
that were consistent with the plans and standards identified by safety officials. We asked for
Proposals from five companies 
in the area, had discussion with each of them. The five
respondents were the following
Prime Electric 
$194,716
Secondino 
$342,050
jly 
$172,760
Deedy 
$99,280
Munger 
$ no bid.
Upon meeting with the respondents, we are recommending Prime Electric for the award.
They were the lowest qualified candidates, fitting the bid specifications and safety
specifications. For example, one respondent couldn’t provide prevailing wages, and the
other JIY proposed all precast bollards which where deemed as not up to ideal safety
standards by safety officials.
This project has moved through all the boards and has been issued a building permit. We're

asking that you award the contract to prime electric for $194,716 from the remaining $274K
on the project.
Thanks for your consideration,
~~ =—
Sinoérely,
Joseph Mancini

2 Waconia Ave 
Estimate
Norwich, 
CT 06360
Date 
Estimate No.
5128/2025 
8330
Customer
Town of Waterford
15 Rope Ferry Road
Waterford, Ct 06385
Customer Number 
Terms 
Rep
Net 30 
Fwe
Description 
Cost 
Total
[Waterford Schools- Att- Joe Mancini 
/ William McMinn 
194,716.00 
194,716.00
Bollard Installation- R3
Scope
Work is as follows,
‘CBYD all areas, Use temp barriers around all work areas as needed.
Provide and Install 48 -8°x7" galvanized bollards in various school location for Waterford
board of education
21 bollards will have decorative covers on them per your request at the High School at 2
front entrances.
‘The other 27 bollards will have regular round top covers (color to be determined)
Remove all section of sidewalk in areas where new bollards are being installed and re-pour
sidewalk back in to match.
Remove pavers as needed and reinstall around some of the new bollards
‘Set 20 new cement planters in locations per print
Fil planters with topsoil
‘And as requested per cost break down per bollard would be $3,142.00
Subtotal
CT Tax (6.35%)
Total
Authorized Signature
Phone (860)889-0823 
Toll Free (800)291-2119 
Fax (860)886-2344
www.primeelectriclic.com 
License #CT125431-E1/CT123648-E1 
AA/EOE/SBE
Page 4

Suite 101
Es
mate
ia ad 
Date 
Estimate No.
5/28/2025 
8330
[Customer
Town of Waterford
15 Rope Ferry Road
Waterford, Ct 06385
Customer Number 
Terms 
Rep
Net 30 
FWB
Description 
Cost 
Total
Price Includes- Labor, Prevailing Wages, Tools ,Materials, Supervision to complete the
above scope-
Excludes: Offshift work, Rock or ledge removals.
Breakout cost for planters only would be $31,700.00
‘The remaining costis our general conditions and mabilization costs approx $12,200.00
/Add Removable Bollards in 4 locations- no change in cost. 
0.00) 
0.00)
[Add 2 swing gates as shown, 6 LBean style, $12,063.00 Each 
24,126.00] 
24,126.00T
Ea 
aso
werk le sch, upon acceptance. De curencommody 
wally he que vali 
fr 10a
cr Tax (6.35%) 
$1,532.00
Total 
$220,374.00
Authorized Signature
Phone (860)889-0823 
Toll Free (800)291-2119 
Fax (860)886-2344
www.primeelectriciic.com 
License #CT125431-E1/CT123648-E1 
AA/EOE/SBE
Page 2

#5

Mr. Thomas W. Giard tll
ATERFORD 
Superintendent of Schools
Mr. Graig C. Powers
Assistant Superintendent
MEMORANDUM
DATE: 
July 17, 2025
TO: 
Rob Brule
FROM: 
Joseph P. Mancini, Director of Finance and Operations
RE: 
Fencing
Mr. First Selectman
1 am writing to you at the behest of the Waterford Board of Education. This is in regard to
the project to limit egress into all five schools in Waterford. The Waterford Board of
Education has worked with Architects at Linden Landscape to produce plans which
incorporate recommendations made by the Waterford Police Department. This has been a
long process as plans have expanded over time.
This portion of the request is for funding for the fencing of Oswegatchie Elementary School.
Waterford Public Schools worked with area vendors and contractors to provide proposals
that were consistent with the plans and standards identified by safety officials. We asked for
Proposals from three companies, two of which responded.
Oswegatchie 
Quaker Hill
Field Turf 
$66,520 
$30,520
MRF Fence 
$33,000 
$9,200
Upon meeting with the respondents, we recommend MRF Fencing for the award. They were
the lowest qualified candidates, falling well under the state pricing compliant bid from Field
Turf.
This project has moved through all the boards and has been issued a building permit. We're
asking that you award the contract to prime electric for $42,200
Thanks for your consideration,
—
Sigcerely,
Joseph Mancini

CONSTRUCTION BID FORM
LL 
eseeedddaadddaddaddddadddiaiaidididddddddiddididdiddildiddddéi:
bad
CUSTOMER INFORMATION 
A 
—
Ct Beet i
Nane 
WATERFORD BOE BILL MCMINN- 
Hic #0641957
Address 
OSWEGATCHIE ELEMENTARY 
fone Lonny ot Legs
City, State, ZIP 
WATERFORD BOE BILL MCMINN 
a=)
oe 
TED 
MRF Fence Lue
Email 
WMCMINN@WATERFORDSCHOOLS.OR
SCOPE OF WORK. 
Call Us...860-652-3144.. Wo Don't Disapoint
peceteccegr eee oer 
M da
FURNISH LABOR AND MATERIALS TO INSTALL // REMOVAL OF EXISTING FENCE APPROX 160FT // INSTALL 610FT
OF 6FT HIGH 6GA WIRE USING SCHEDULE 40 PIPE 3" TERMINALS AND TENSION WIRE // ALL POST SET IN
CONCRETE // 5 YEAR WORKMANSHIP WARRENTY
NO SALES TAX//,ZERO DOWN, 100 PERCENT ON COMPLETION
eed 
ecereuuuuuuuiuuiuuuuiuiuié
FOR SUM OF = [$36,000.00 IN GREEN] [$33,000.00 IN BLACK]
DENNIS BAILEY - SALES
‘Submitted by (Company Representative) 
+
OWNER ACCEPTANCE
LLLLLLLLLLLLLLLLLLALLLLLLLLLLLLLLLLLLLLLLLLL 
LLL LLLLLLLLLLLLLLLLLLLLLULLLLLALLLLL ALLA LLLILLLLLLLLLLLLLLLLLLLLLLOLLALLLLE ELLIO LD
ZERO DOWN//100 PERCENT ON COMPLETION OF WORKITAX INCLUDED
5124112025
‘Submitted by (home owner or authorized representative) 
Date



)
COOP PRICING PRoposaL ~FieldTurf
PRICE DOES NOT INCLUDE:
@) 
Bollards, planters or other items outside the listed fencing inclusions.
b) 
FieldTurfis not altering or improving the existing grades, slopes or drainage system. No removal,
milling, ponding, flooding or repairs within the existing base and drainage system are included and
shall remain the responsibility of the owner.
€) The supply and import of additional finish aggregate.
4) The supply or installation of any special structures, such as walls and light poles.
) The supply of or adjustment to existing manholes, catch basins or 
utilities.
f) 
Any alteration or deviation from specifications involving extra costs, which alteration or deviation
will be provided only upon executed change orders, and will become an extra charge over and above
the offered price.
9) Site security.
h) 
Repair or resurfacing existing asphalt parking lot if damaged by truck traffic.
I) 
Site restoration, sodding, landscaping or grow-in.
D 
Boring for utilities.
k)_ 
Any electrical or utility work.
1) 
Unsuitable soils: once subgrade has been established, a proof roll will be performed to ensure the
structural stability of the soi; in the event that unsuitable soils are encountered, a price to remedy
these areas can be provided by FieldTurt.
m) Permits, Permit fees, Inspection fees.
1) All applicable taxes, union labor and other labor law levies.
©) 
Anything not explicitly noted in the inclusions.
‘The price is valid for 
@ period of 90 days. The price is subject to increase if affected by an increase in raw materials,
{reight, or other manufacturing costs, a tax increase, new taxes, levies or any new legally binding imposition affecting
the transaction. The parties recognize that the effects of global economic instability are currently unpredictable and
‘could lead to limitations in labor availabilty and delays in the supply and delivery of materials, equipment or products.
In additon, as these contingencies have not been factored into this proposal; materials, equipment and/or products fo
be usedin performing the work may become subject to a price increase. Accordingly, itis acknowledged that the
soller/FieldTurt 
shall (a) not be subject to any damages for any delay due to events beyond its control and, (b) be
allowed an equitable adjustment of the time and/or of the price of this proposal or any contractual document resulting
therefrom. FieldTur shall endeavor 
to notify you as soon as possible of any such events and/or contingencies,
Please ncte that the seller/FieldTurl shall use its best efforts to ensure that 
it fulls its commitments and will strive to
‘minimize any negative impacts as they may arise. Thank you for your kind understanding.
Please feel free to reach out to any member of our project team with quest
ns about our offer:
Christopher Hulk 
‘Andrew Dyjak
Director of Design and Construction 
Regional Vice President - New England
203-676-4445 
860-333-7839
shristop 
her. 
hulk 
Andrew. Dyiak@FieldTurf.com
1.800.724.2969 
| info@fieldturf.com | fieldturf.com

4a
COOP PRICING PROPOSAL 7FieldTurf’
‘Thank you again for your interest in FieldTurf, we look forward to working with you.
‘The present proposal serves to provide an overview of the terms and conditions governing the business
‘relationship between the parties for the completion of the above-referenced transaction. The parties
hereby undertake to subsequently formalize their agreement by signing a more detailed agreement
and/or purchase order (‘Contract’) and as such the amount listed herein shall be an estimate which will
bbe formalized in said Contract,
By its signature(s) below, the customer acknowledges having read and accepted this proposal and
undertakes to be bound by it.
Per: 
Mussel, \
Warie-Chiistine Raymond, 
Diredter 
of Operations 
‘Gwner (Signature)
FieldTurf USA, Inc. / Tarkett Sports Canada, Inc.
Printed Name and Title
FioldTurf USA, Inc. holds the Cooperative Purchase contract, any PO for Contract must be made out to
laTurf USA, Inc. 176 
N Industrial Blvd NE. Calhoun, GA 30701
I you have questions regarding the FieldTurf and Beynon SmartBuy Cooperative Purchasing Program, please
‘contact Eric Fisher 
at: Eri.Fisher@smartouycooperative.com
1.800.724.2969 | info@fieldturf.com | fieldturf.com

he
COOP PRICING PROPOSAL ~FieldTurf
CONDITIONS
Notwithstanding any other document or agreement entered into by FieldTurf in connection with
the supply and installation only of its product pursuant to the present bid proposal, the following
shall apply:
) This bid proposal and its acceptance is subject 
to 
100 ft from the site. 
A 25 foot wide by 25 foot long hard or
strikes, accidents, delays beyond our control and force 
Paved clean surface area located within 50 feet of the
majeure. 
Playing surface shall be provided for purposes of proper
b) 
Based upon Applications for 
Payment submitted to the 
mixing of infil material. Access to any field will include
» ‘Customer by the Supplier, the ‘Customer shat make 
Suitable bridging over curbs from the staging area to
progress payments on account 
of the Purchase Price to 
__—petmit suitable access to the field by low clearance
the Supplier as provided below and elsewhere in the 
vehicles. Staging area surface shall be suitable for
Agreement. The period covered by each Application for 
passage with motor vehicles used to transport
Payment shall be one calendar month ending on the 
materials to the site and/or staging area. FieldTurf
last day of the month. 20% of the total contract value 
shalll not 
be liable for any damages to the staging area or
shall be due on December 1, 2023. Thereafter, the 
its surface unless such damages are caused by FieldTurts
Customer shall make payment of the certified amount to 
_ intentional misconduct or neghgence.
the Supplier, 5% retainage, within thity (30) days of the
date of the Application for 
Payment. Payments due and 
f)_ 
This proposal is based on a single mobilization. Ifthe site
unpaid under the Agreement shall bear interest from the 
_is not ready and additional mobilizations are necessary,
date payment is due at the rate of ten Percent (10%) 
additional charges will apply.
per annum. Final payment, constituting the entire
‘unpaid balance of the Purchase Price, shallbe made by) Upon substantial completion of FieldTurfs obligations,
the Customer 
to the Supplier when: 
the Customer shall sign FieldTurfs Certifcate of
= The Supplier has fully performed the all the work; and 
_-Completion in the form currently in force; to accomplish
* 
this purpose, the Customer will ensure that an authorized
- Supplier's Certificate of Completion for the Turf 
tepresentative is present at the walk-through to
Product has been signed by the Customer 
determine substantial completion and acceptance of the
c) 
Accounts overdue beyond 30 days of invoice 
field, which may include a list of punch list items.
wil
Cer Re Uaigt a iegoet rota Of 20% 
1h) 
FielaTurf shall not 
be a party to any penalty clauses
and/or liquidated damages provisions.
4) 
FieldTur requires a minimum of 21 days afer receiving a
fully executed contract or purchase order and final 
’) 
FieldTurf shall be entitled to recover 
all costs and
‘approvals on shop drawings to manufacture, coordinate 
‘expenses, including attomey fees, associated with
delivery and schedule arrival of installation crew. Under 
collection procedures in the event that FieldTurf pursues
typical field size and scenario, FieldTurf further requires a 
_collection of payment of any past
‘minimum of 28 days per field to install the Product 
due invoice.
subject 
to weather 
and force 
majeure
a 
— 
J) 
All colors are to be chosen from FieldTurfs standard
©) 
FieldTur requires a suitable staging area. Staging area 
colors.
‘must be square footage of field x 0.12, have a minimum
access of 15 feet wide by 15 feet high, and, no more than
"THE 
TARKETT SPORTS FAMILY 
- LEADERS IN SPORTS SURFACING 
“~~ 
ae
SParkettsrons 
| PFighTurt’ | MuEYNon” | Srenner | @Qawwew | © eumuste
1.800.724.2969 
| info@fieldturf.com 
| fieldturf.com

ype text here

3°
COOP PRICING PROPOSAL ~FieldTurf’
PRICE DOES NOT INCLUDE:
) Bollards, planters or other items outside the listed fencing inclusions.
'b) 
FieldTurf is not altering or improving the existing grades, slopes or drainage system. No removal,
milling, ponding, flooding or repairs within the existing base and drainage system are included and
shall remain the responsibility of the owner.
¢) 
The supply and import of additional finish aggregate.
d) The supply or installation of any special structures, such as walls and light poles.
) The supply of or adjust ment to existing manholes, catch basins or utilities.
) Any alteration or deviation from specifications involving extra costs, which alteration or deviation
will be provided only upon executed change orders, and will become an extra charge over and above
the offered price.
9) 
Site security.
h) 
Repair or resurfacing existing asphalt parking lot if damaged by truck traffic.
1) 
Site restoration, sodding, landscaping or grow-in.
D. 
Boring for utilities.
k) 
Any electrical or utility work,
1) 
Unsuitable soils: once subgrade has been established, a proof roll will be performed to ensure the
structural stability of the soils; in the event that unsuitable soils are encountered, a price to remedy
these areas can be provided by FreldTurf.
m) Permits, Permit fees, Inspection fees.
1n) 
All applicable taxes, union labor and other labor law levies.
©) 
Anything not explicitly noted in the inclusions.
The price is vali fora period 
of 90 days. The price is subject 
to increas it affected 
by an increase in raw materials,
freight, or other manufacturing costs, a tax increase, new taxes, levies or any new legally binding imposition affecting
the transaction. The parties recognize that the effects of global economic instabiity are currently unpredictable and
‘could lead to limitations in labor availabilty and delays in the supply and delivery of materials, equipment or products.
{In addition, as these contingencies have not been factored info this proposal: materials, equipment and/or products fo
‘be used in performing the work may become subject to a price increase. Accordingly, itis acknowiedged thatthe
seller/FieldTur 
shall (a) not be subject to any damages for any delay due to events beyond its control and, (b) be
allowed an equitable adjustment of the time andor ofthe price of this proposal or any contractual document resulting
therefrom. FieldTur shall endeavor to notify you as soon as possible of any such events and/or contingencies.
Please note that the solle/FieldTurf 
shal use its best efforts fo ensure that i fulls its commitments and will strive to
‘minimize any negative impacts as they may arise. Thank you for your kind understanding
Please feel free to reach out to any member of our project team with questions about our offer:
Christopher Hulk 
‘Andrew Dyjak
Director of Design and Construction 
Regional Vice President - New England
203-676-4445 
860-333-7839
hristopher.hulk@fieldturf.com 
Andrew.Dyiak@FieldTurf.com
1.800.724.2969 | info@fieldturf.com | fieldturf.com

its
COOP PRICING PROPOSAL ~FieldTurf
‘Thank you again for your interest in FieldTurf, we look forward to working with you.
The present proposal serves to provide an overview of the terms and conditions governing the business
relationship between the parties for the completion of the above-referenced transaction. The parties
hereby undertake to subsequently formalize their agreement by signing a more detailed agreement
and/or purchase order ("Contract") and as such the amount listed herein shall be an estimate which will
be formalized in said Contract
By its signature(s) below, the customer acknowledges having read and accepted this proposal and
undertakes to be bound by i
Per: 
uPA al
Marie-Christine Reyiiond, Diredi6t-of Operations 
Owner (Signature)
FieldTurf USA, Inc. / Tarkett Sports Canada, Inc.
Printed Name and Title
FieldTurf USA, Inc. holds the Cooperative Purchase contract, any PO for Contract must be made out to
FieldTurf USA, Inc. 175 N Industrial Bivd NE. Calhoun, GA 30701
lt you have questions regarding the FieldTurf and Beynon SmartBuy Cooperative Purchasing Program, please
‘contact Eric Fisher at: 
Eric Fisher@smartbuycooperative.com,
CSmaree
marine» 
we 
oe
1.800.724.2969 
| info@fieldturf.com 
| fieldturf.com

9?
COOP PRICING PROPOSAL ~FieldTurf
CONDITIONS
Notwithstanding any other document or agreement entered into by FieldTurf in connection with
the supply and installation only of its product pursuant to the present bid proposal, the following
shall apply:
a) 
This bid proposal and its acceptance is subject 
to 
4100 ft rom the site. 
A 25 foot wide by 25 foot long hard or
strikes, accidents, delays beyond our control and force 
paved clean surface area located within 50 feet ofthe
majoure. 
Playing surface shall be provided for purposes 
of proper
b) 
Based upon Applications for Payment submitted to the 
‘mixing 
of infil material. Access 
to any field will include
Customer 
by the Supplier, the Customer shall make 
suitable bridging over curbs from the staging area to
progress payments 
on account of the Purchase Price 
to. 
_—permit suitable access to the field by low clearance
the Supplier as provided below and elsewhere in the 
vehicles. Staging area surface shall be suitable for
‘Agreement. The period covered by each Application for 
passage with motor vehicles used to transport
Payment shall be one calendar month ending on the 
‘materials to the site and/or staging area. FieldTurt
last day of the month, 20% ofthe total contract value 
shall not be liable for any damages to the staging area or
shall be due on December 1, 2023. Thereafter, the 
its surface unless such damages are caused by FieldTurfs.
Customer shall make payment ofthe certified amount to 
intentional misconduct or negigence.
the Supplier, 5% retainage, within thirty (30) days of the
date of the Application for Payment. Payments due and) 
This proposals based on a single mobilization. Ifthe site
‘unpaid under the Agreement shall bear interest from the 
_is not ready and additional mobilizations are necessary,
date payment is due at the rate of ten Percent (10%) 
‘additional charges will apply.
per annum. Final payment, constituting the entire
Unpaid balance of the Purchase Price, shallbe made by 
g) 
Upon substantial completion of FieldTur's obligations,
the Customer to the Supplier when: 
the Customer shall sign FieldTurts Certificate of
n 
‘Completion in the form currently in force; to accomplish
re ones Te ky arte te athe wer end 
this purpose, the Customer will ensure that an authorized
- Supplier's Certificate of Completion for the Turt 
representative is present at the walk-through to
Product has been signed by the Customer 
determine substantial completion and acceptance of the
©) 
Accounts overdue beyond 30 days of invoice 
field, which may include 
a is of punch list items
andlor liquidated damages provisions,
4) 
FietdTurt requires a minimum of 21 days ater receiving a
fully executed contract or purchase order and final 
1) 
FieldTurf shalt be entitied to recover all costs and
approvals on shop drawings to manufacture, coordinate 
expenses, including attomey fees, associated with
delivery and schedule arival of installation crew. Under 
collection procedures in the event that FieldTurf pursues
typical eld size and scenario, FiekdTurt further requires a 
_collection of payment of any past
iminimum of 28 days per feld to install the Product 
due invoice.
subject to weather and force majeure
i) 
All colors are to be chosen from FieldTurts standard
©) 
FiekdTurf requires a suitable staging area. Staging area 
colors.
STarkettsrons | Fi
must 
be square footage of field 
x 
0.12, have a minimum
access 
of 15 feet wide by 15 feet high, and, no more than
USA
FOOTBALL
or
‘THE TARKETT SPORTS FAMILY - LEADERS IN SPORTS SURFACING 
=
ieldTurf” | BEYNON"
@renner*
GRASSHASTER
| 
@ mmnusrer
coaecnae
1.800.724.2969 | info@fieldturf.com 
| fieldturf.com

15 Rope Ferry Road  •  P.O. Box 284  •  Waterford, CT  06385 
Phone: 860-444-5849 •  Fax: 860-444-5870  •  www.waterfordschools.org    
July 21, 2025 
This request is for an appropriation in the amount of $278,750 from Capital and Non-
recurring designated line 20560-57893 Great Neck Field Remediation.  
This request is to move $278,750 from designated to appropriated and is accompanied 
with another motion for $71,250 to bring funding of this project to $350,000. We are in the 
process of evaluating bids, with specific efforts given to bringing bids down below the $350,000. 
This project remediates the back recess area at Great Neck Elementary school to work towards 
having the field available for students to access, historically this field has difficulty draining and 
students were limited to time on the playscape and asphalt as a result.  
Respectively, 
Joseph Mancini 
Director of Finance 
Mr. Joseph P. Mancini 
Director of Finance 
Mr. Thomas W. Giard III 
Superintendent of Schools 
#6&7

NOW #8

NOW # 9


NOW #10

pngpshi6
tax
messosd
t
a6ed
$760
s20z/ot,
ee
rpaazsaues
as0008
20°
PE
91-7606
o0°0
8"
S02
THT
00°008'
OST
00°902'6z-
00°000‘S2T
ONTIHOTABULS
BWLL
Luvd
ZTvTS
€2ZTOT
#8"
OF
00°
S09
‘6c
ooo
00°
S68
‘07
00°
0G0'0OS
90°9
00°G00"
0S
SGN3dT1S
WYYOONd
JALINIONI
TUPTS
EZTOT
KE
96
20°
L89'TS
000
€6°S19'PSE‘T
G0°920'90r‘T
90°
8E2°
RTT
OO
SEE
ZR2‘T
QNTLHSI4
ByLd
OUTS
EZTOT
ONTLNOTS 
JUTS
OT
BTS
#O"9S
00°0S2'S
0078
00°06b'2
00°0b2'ET
90°0
00°02
‘ET
BALINIONI
WNOLLYONGS
ObZTS
EZTOT
EAISOELVONG
A!
GEES
BE
20T
BP
O8r'E-
one
BP
OF9
‘OT
o0'OSsT'ZST
00°09
09"
OST*Z9T
WINHISL
ONY
TOI8IID
OC2TS
EZTOT
av 
Tet 
eID 
OF 
ES
%2"
POT
9B
'6ES'E~
90°60
98°926'98
00°S8e'€8
90°70
00°S8E'E
NOTIOSdSNI
OZTES
E2@TOT
He
28
Tess‘
tz
ooo
GL"
The
‘T9T
00°260'
SST.
00°
STS‘
ST~
00°
TTS
002
NOLLVELSINIWOW
OTTTS
EZTOT
R004
OASTATY
1HOday
L990NS
ALVG-OL-YVSA
LO
‘psoyieze~y
jo
UMOL

prgpsAt6
1OI
weshowd
z
a6ea
$£:60
szozvot
0
pasesauas
suodeu
48°85
B58
00'S
Ze
vEL'T
00°005'2
00°09
00°005‘Z
S234
TWNOTSSSA0ed
KO"
PE
06°
y9T
00°
Ores
00°
GSZ
oro
00°
OSZ
AOVLSOd
O20Z5
EZTOT
MOLE
80°
29T
00°
U6
2EL
06°
006
60°
005
00°
00%
SNISLLNZAQY
OTOzs
EZTOT
SNIS
TIS
IAG.
OTOZS
BZ"96
00°6EZ'9
po"9
00°
@9E
‘EST
00°109*S9T
00°0
00°T09‘S9T
“wo
Ss
OZETS
C2TOT
Pier
0260
%6°92T
90°
2T3*E-
00-8
90°
£10‘ST
06°
O07
‘PT
00°00Z'
00°000°0T
BHLINGAG
ONINIVEL
OE8TS
EZTOT
NOT
LVDNGS
FON
LNT
VEL
BE"
LOT
10°
2v6'Tt-
0O°S
2£2°246
‘O/T
80°
000
‘Sot
60°
00°000'S9T
YWLLYIAO
INAWSIV1dSY
O78TS
EZTOT
xS7O8
92°
996
oa"
bz-TeO'p
00°000‘s
00°0
00°
000'S
BWLLYFAG
,SUOLISdSNI
FTA
2tsts
€2TOt
SINE
PHT
AQS
BL
ERT
PO"
006"
PT-
oo"e
yO"
006'
Zs
o0"900'E9
oc
900'sSs
00°900'
SWILYBAG
OUBTS
ETTOT
DONE
SISTA
DIAL:
Luodau
LF90Ng
ALVG-OL-NVAA
LO
‘propayeyy
JO
UMOL

10

B269
BO"
OOT
we
bP
BeETL
we
OOT
Be
ES
abed
£t'o
9E°S6E
09°
£b8'Z
90°60
TO" 
LPE
'
ge
00°:
0°70
oo"o
00°O
89°
LEZ
‘SET
86°6T9'S
LB°228'y
50°658'8
Ov"
zsz*z
v6"
PES‘
ZT
6E°
206
OR
STH
'E
ZE*ZTL'
SOF
00" 
00E'9
007828"
00°229°6
007
OS2‘T.
pngpas.
10X
aesBord
USL
Lee
raasn
00°
00T"E
007002‘
ONTLSSL
DTINVYGAH
00°7276'Z-
0079008°L
ONTLS3L
wadavT
GNNOND
SZEZS
EZTOE
00°
22T'z
007
00S
*Z
00°0
o0°SES‘S
00°
000‘
ZrT
BONVUNSNI
00°0
00°0S7°T
321d
AUIS
00°90
a0"
900'S2
MOTTY
WAOFINA
YO
SNTHLOID
OzezS
EZTOT
00-6
00°000'
628
SENVUGAH
JO
WINDY
SENVOGAHS
IO.
odd 
AENTOLNG
LNOdaY
LADdN
ALVAOLYVSA
LO
‘ploplayeAA
JO
UMOL

pnqps4y5 
20% 
mes6034
$
a6rd
$E560
szoz/ot
eo
tparezauad:
Pare
i
xbrTe
eS
TOs
00°0
Le
96r'Z
00°00z'z
90-008‘t-
00°00S‘r
SaliddAs
27avWNSNOD
T2oes
E2TOT
BOGE
TL"660'7
ood
677006'L
00°00‘
OT
00°0
00°000'0T
S3IIWddNS
YHLO
SH
ENSAS
YSN
LO.
BL
OLE
Et
GI
ab"
fae
4
00°
bz
00°
926-
00°
000°T
Sed
So
AD
TSAAO.
KE
SE
06°
6&T
90'o
OT
TIE‘
eT
00°
TSO‘6T
oo"
TSs'6
00°00S‘6
YIVGIY
Y
FINVNFLNTVW
AOLVYINAD
zGECS
ELTOT
#0"
09
00°
TO8‘T
0070
00°669'2
00°00S
‘yr
00°0
00°
00S
‘b
RP"
6G
ez°t9
00°0
22°
E60
OT
00°
§S2‘OL
00°
S0E
00°0S6'S
SuIvd3e
ONY
ONTLS3L
3SOH
S6LEZS
ELTOT
SUTRA
OOS
ONE LS
aE
aSOH,
%C"OOT
o8°8t~
Bb"
GSE
‘6T
ZETEC
PS
00°
2TS'EL
00°
88%
‘OT-
00°
000‘
PS
BONUNSLNIV
ONIGIING
BLEZS
EZTOT
g
LER
LEEGS‘T
00°0
€9°907'8
00'008'6
o0"0
00°008'6
ONILSSL
SALYEVddY
DNIHLYENS
ZLEZS
E2TOT
Ande
TAY
E
;
£29008
OAS
TARY:
dd
INT
OTAO.
1Y0d7u
1390Nd
SLVC-OL-UVaA
19
‘psopiayega
jo
UMOL

3
BERS
BLES
%0*00T
BLE
KS
2B
O°
OTT
36ed
86°60b
$5°OL6
yoregl
69°0
2E°SEb'S
80°92T
79"
998
PADANe
FIV
IT
VAY
oe"G
¥Z"06L‘OT
o0°0
ao°o
96°
9EZ
st 
€e9'0z
pngprk16
1Or
wesBolg
Ua
pey
25350
$8760
SZOZ/OT/Z0
tPBIevavab
asodeyw
90°005'6
00"9
00°005‘6
S3TTddNS
ONTLHDLaauis
ettes
E2TOT
sriddns 
OVENS
IITs
20
Es)
00°00T
‘9S
00°
O0T‘TZ
00°
000‘SE
ONTHLOW
FALIOILOWd
34
TILES
EZTOT
ONTOS
IATL
LOSE
|
tt
00°000‘T
90°C
00°000‘T
SaIWddAS
YaLNdWOD
00'b2p'
eT
oO
ezP
eZ
SUL
90°000'
Zz
90°90
00°000'ZF
SINVOTWBNT
ONY
STans
O60ES
EZTOT
00°000°E
oo"
900'Z-
00°000'S
00°
000'SZ
00°000's
00°
00002
BONVNSINIVW
BALLOWOLTY
OROES
EZTOT
00°69E
‘SIT
00°69£'8
90°
000‘OTT
SUIvday
OLNv
$9009)
3ST
ARN:
3
Nya
OMe
WEN 
LO
LEO
1NOd3u
LADGN
ALVG-OLUVAA
LO
‘psopayeny
JO
UMO]L

Ba
BE
LE
S66
%L°O00T
NESE
HED
ated
oO°e
Sr"
PS6'S
BeLe
Sps~
be
Gee
Leen
atend
621°
228
56°o
oor’
£9°80z‘e
90-0
eo7g
00°0
€2°02E
00°6
ooo
ZS*SPS'E
v8
TrO'S
ge
see
90°02
BL"
Skt
Sb"
TS3'9
OS"
66T‘T
pagp2415
10%
ueshoig
Ud |
Ley
243s
$£:60
$20Z/0T/Z20
iparessueb
aiodoe
oor
a
00°
00S
‘S~
00°005'S
ANAWAINOS
YONUL
3NISTU
2zzvS
E2TOT
NGRAT
HON
HOAUL
INST
00°008'6
00°0
00°005‘6
SLHDET
AINIOVANZ/OTava
22S
ETTOT
SLOT
AONB
OS,
00°822'S
00°
224’
8T-
00°
000‘%z
ANINGTNDA
YILHOLTSAIA
StZes
EZTOT
e008
00°
OF
G0°OSL
SNOXLYOLISSANT
SUTI-
INAWd
INOS
ZOZPS
EZTOT
00°OLT'T
oo"
oE~
90°007'T
00°
000"
00°0
00°
000‘E
SAIIddNS
YBHOTAALS
YWISLNNIOA
STTES
EZTOT
oo"
00s*Z
00°000‘T
00*00s‘9
SAD
adnS
TWw31daw
00°000'b
09°006'T-
90°000's
SOuvMY
YSONOdSAY
WaILNNIOA
ETTEs
EZTOT
JASNA
OASTAIY
LuOd3ay
LA9GNa
ALVG-OLUVSA
LO
‘psopazeAA
JO
UMOL

pagpadré
1G
wesboug
wai
Ley
7aasn
§€:60
STOZ/OT/L0
pRARsaUE
g20deq
g
abea
es
VOLLY
ALsoquin
Aq
pagesausd
~
1y0dR¥
dO
ONE
ve
00°O
oo"
00°900'9-
0e°000‘9
NINE
INDT
S22rS
ECTOT
0°
o0°0
oaro
LA0GNA
GBS
TAAH:
$
Eq
:
aGdddt!
AVRTO
LUO
OF
ONAdMAE
GA
LNOday
LaOdNG
ALVG-OLUVaA
LO
‘pagpayepA
JO
UMOL

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
“Amendment”), dated as of August 1, 2024 (the “Effective Date”), is made 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”).
BACKGROUND:
WHEREAS, Purchaser and Seller entered into that certain Purchase and Sale Agreement
dated as of December 13, 2023 (the “Agreement”), for the purchase and sale of certain real
property commonly known as 51 Daniels Avenue, Waterford, Connecticut, as more particularly
described in the Agreement; and
WHEREAS, Purchaser and Seller desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein made,
and other good and valuable consideration, the parties hereto agree as follows:
1. 
Defined Terms. Capitalized and otherwise undefined terms used herein have the
meaning given to them by the Agreement.
2. 
Closing Date. 
Section 2.2 of the Agreement shall be deleted in its entirety and
replaced with the following:
“2.2 
Closing. 
The closing of the purchase and sale of the Premises (the
“Closing”) shall take place in escrow with the Title Company (as hereinafter defined) on or
before August 1, 2025 (the “Closing Date”), unless Purchaser, in its sole and absolute
discretion and at any time prior to the Closing Date, provides written notice to Seller of
Purchaser’s desire to accelerate the Closing Date to a date that is not less than fifteen (15) days
nor more than forty-five (45) days following the date of such notice to Seller (but in any event
not later than the then-Closing Date), in which event the Closing shall take place as aforesaid on
the date specified in such notice and, notwithstanding anything herein to the contrary, as used
herein the term “Closing. Date” shall be such date specified in such notice.”
3. 
Ratification: Entire Agreement; 
Modification. Except as 
modified by this
Amendment, all parties hereto hereby ratify and affirm the Agreement and agree that the Agreement
shall remain unchanged and shall continue in full force and effect. The Agreement as amended by
this Amendment contains the entire agreement between the parties hereto and supersedes all prior
agreements and understandings with respect to the subject matter contemplated herein, and may not
be altered, amended, modified, or otherwise changed in any respect whatsoever, except by a writing
duly executed by an authorized representative of the parties hereto. In the event there is any conflict
between the terms of the Agreement and the terms set forth in this Amendment, the conflicting
terms specifically set out in this Amendment shall control. From and after the Effective Date, any
H i

and all reference to “the Agreement” or “this Agreement” in the Agreement shall mean the
Agreement as modified by this Amendment.
4. 
Mutual Authorization Representation; Binding Effect. Each of the parties hereto
hereby represent and warrant to each other that; (a) this Amendment (and each term and provision
hereof) has been duly authorized by such party through proper written corporate action and
approval; (b) each individual executing and delivering this Amendment on behalf of a party has
been duly authorized and empowered to make such execution and delivery; and (c) no additional
consent, agreement, or approval is required with respect hereto. 
This Amendment, and the
covenants and agreements contained herein, shall be binding upon, and shall inure to the benefit of,
the parties hereto and their respective successors and assigns.
5. 
Severability. The language of all parts of this Amendment shail in all cases be
construed as a whole, according to its fair meaning, and not strictly for or against any party. Should
a court determine any part, term, or provision of this Amendment to be illegal or invalid, said illegal
or invalid part, term, or provision shall be deemed not to be part of this Amendment. The validity of
the remaining parts, terms, or provisions shall not be affected thereby and shall continue to be valid
and enforceable to the fullest extent permitted by law or equity.
6. 
Counterparts. This Amendment may be executed and delivered in one or more
counterparts, each of which shall be deemed an original, and all such counterparts together shall
constitute one and the same instrument. A .pdf signature shall constitute an original signature and
an Amendment containing the signatures (original or .pdf) of all of the parties hereto is binding on
such parties once such signatures are transmitted via confirmed electronic mail.
7. 
Governing Law. 
This Amendment shall be governed by and construed in
accordance with the laws of the State of Connecticut in all respects, including all matters of
construction, validity and performance, without regard to its conflicts of laws principles, and the
state or federal district courts located in New London County, Connecticut, shall have exclusive
jurisdiction over any legal action concerning or relating to this Amendment.
[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOFP, Purchaser and Seller have executed thia Amendment as of
the Effective Date,
eee
By:
By:
SELLER:
TOWN OF WATERFORD
Mame: pOeser Gkece
Te Aki Sete creek
Duly Authorized
PURCHASER:
LEARN
Name! 
a fhe rive’ 
C8 07
Title Exccvve Direc fog,
Duly Authorized

oe Yona 
app oct
a
fonsn
tocemnrs 
nan
ae
rerren
ey
Saameaaee
gripe
eae
ee
.
GO
Oa
Fe
LO'AS
a2
i”
revesone
exes
-
g
g
ARHADM
JO]
:
Fs 
ened
‘as
2
fet
238
wee
3
g
R85
"mae
f
z
a
gg
mace
8
BAES
=
PRES 
=x
B38
cote
2
O38
Bm
2
fF
rt
gal)
TEA
ERT
ree
GTR
T
ARTES
nate
©
fate
tte
wee
ween
ee
PBB
fF
ft
Ly)
SSEENES
RES
RSE
eemenmemeccmen:
=
|
NI
*_8
2
a
iho
it
Ws
i
Hy
{
int
we
2
ra
Poo
i
.
e
baat
cate
A
NERY
enyate
2
A
CPEYETa
MO
Gi
AR
i
SS
Fl
q
iS
i
i
a 
i

n i i {a
Ley
ed 
CS
ce i ni 
i
HCE 
Ea 
wall
TEA ilwl it 
7
a i 
y*
ul 
ti td 
i
He
fe thy 1 
ti 
7
a 
Yi
ee 
,
HN 
Heea
. 
5 
t 
—
x
BY 
3 
* 
mr | 
s 
i it
§ 
wm 
R re
Ret 
|
ae
LOT LINE MODIFICATION SURVEY 
Frooared fy. ~ 
aac =
: : TOWN OF WATERFORD & LEARN K12 
@penesch ee 
=

PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), made as of the
13th day of 
December 
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, all 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 all Land Use Authorities which are necessary for Purchaser to use the Property as
described 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.
An

WHEREAS, Purchaser acknowledges that Seller desires that the Property be developed
as described herein and that Seller would not enter into this Agreement unless Seller was assured
to its reasonable satisfaction that Purchaser will use reasonable efforts to take measures
necessary to complete the development as described herein; provided, however, nothing herein
shall obligate Purchaser to complete such 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. 
Description. 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”):
L.1.1. the Property;
1.1.2. all of Seller’s 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 located at the Property and used in connection with 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”).
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 in escrow with the Title Company (as hereinafter defined) 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/funding, 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, II and Ill 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 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
shall use reasonable efforts to minimize interference with Seller’s use and occupancy of the
Property and the Town Property.
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 by the 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 Two Million Dollars ($2,000,000.00) 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 the Closing Date.
Notwithstanding anything in this Agreement to the contrary, 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.
3.4. 
Inspection of Documents. At no cost or expense to Seller except for what
may be needed for staff time, Seller will reasonably cooperate and assist Purchaser with its efforts
to locate and inspect any and all non-exempt public records pertaining to the Town Property,
including, without limitation, the following items, to the extent the same are in Seller’s actual
possession (collectively, the “Property Documents”):
(a) 
All surveys, as built plans, and specifications for the improvements
on the Town Property;
(b) 
All studies and reports including any Phase I, Phase JJ 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;
(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) 
All existing title insurance policies with respect to the Town
Property;
(bh) 
All orders, notices of violations, 
cease 
and 
desist orders,

complaints, threatened litigation, enforcements, judgments or other similar or related documents
with respect to the Town Property; and
@ 
Other documents affecting the ownership or