Board of Selectmen Special Meeting Agenda

FIFTEEN ROPE FERRY ROAD PHONE: 860-442-0553
WATERFORD, CT 06385-2886 www.waterfordct.org
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ES CLERK AGENDA
THE BOARD OF SELECTMEN SPECIAL MEETING
Tuesday, June 13, 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 and in accordance
with Ordinance 2.112.040, subject to Town Attorney approval of final
contract terms and further discussions with LEARNs attorney.
5. Adjournment

DRAFT 6/12/2023
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, 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.

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”):
1.1.1. 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”); and
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 III 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 shail, 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 IT 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;
(ec) All lease documents or other agreements affecting the Town
Property;
69) 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;
(h) All orders, 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
@ Other documents affecting the ownership or use of the Town
Property that Seller reasonably requests.
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.
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.
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;
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;
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; and
3.6.6. The right of reversion and right of re-entry in favor of Seller as
more particularly set forth in Section 9.3.
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
Deed) 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 Pickleball 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,
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
the Closing Date (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 Apprevals” and, together with the Seller’s Land Use
Approvals, collectively, the “Approvals”). Purchaser shall be responsible, at its sole cost and
expense, for the construction of the Pickleball Courts and 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.
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 Seller, 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 shal! 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
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 shall 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. Funding Contingency. Purchaser shall have until the Closing Date (the
Funding 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
6

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 “Funding”). In the event that Purchaser does not receive the Funding by the
Funding 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. 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 Funding.
3.10. 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 by Purchaser in its sole discretion.
4, SELLER’S OBLIGATIONS PRIOR TO CLOSING. Until Closing, Seller
covenants and agrees to the following:
4.1, Insurance. Seller shal] 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.
4.2. Waste. Purchaser acknowledges that the Property contains a closed school
building that is in a deteriorating condition that includes the peeling of lead paint and the break-
up of asbestos-containing materials such that the same have become friable. In addition,
Purchaser acknowledges that the physical aspects of the building, in such a deteriorated
condition and state, may, in whole or in part, collapse or worsen during the course of this
Agreement. Purchaser agrees that Seller shall have no obligation whatsoever under this
Agreement to take any mitigation or remediation measures to repair, stop or retard this
deterioration nor the condition as it is at of the date of this Agreement or as it will be as of the
date of Closing. Except as may be disposed or deposited on the Property or within the buildings
through the said deterioration, Seller will not dispose of any trash, vehicles, debris, building
materials, hazardous materials on the Property.

4.3. 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.
4.4, 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 shall remain binding on the Premises after Closing except as permitted pursuant
to this Agreement. Except for this Agreement, all contracts and agreements relative to the
Premises shall be terminated by Seller at or prior to Closing.
4.5. Continued Accuracy of Representations. Seller shall take no action nor
cause to permit any action 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.
4.6. 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 (e) change in circumstances that would alter any of Seller’s continuing representations,
warranties or covenants herein contained.
4.7. 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.
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 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.
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5.1.3. 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 Seller 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.
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.
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.
5.1.10. 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.
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.
5.1.12. There are no unrecorded development or use restrictions with
respect to the Premises.
5.1.13. The parties agree that neither the Premises nor any business
currently or formerly located thereon is an “establishment” as such term is defined in the
Connecticut Transfer Act, Conn. Gen. Stat. §§ 22a-134 et seq. (Transfer Act). A Phase I Site
Assessment and establishment evaluation report prepared by Fuss & O’Neill, dated [|
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I]! “F&O Phase I”) concluded that neither the Premises nor any business
currently or formerly located thereon is an “establishment.” If it is later determined the premises
or any business located thereon was an “establishment” prior to Closing, then Purchaser either (i)
will sign as the Certifying Party as defined by the Transfer Act and Seller agrees to cooperate in
good faith with any retroactive filings, or (i) elect to allow the Property to revert back to Seller
in accordance with Section 9.3.
5.1.14. 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.
3,1,15. Except as disclosed herein, 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.
5.1.16. 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, and Seller shall promptly notify Purchaser in writing if Seller receives
notice or learns of any such hearings on and after the Effective Date.
5.1.17. Seller is not a foreign person as defined in 26 U.S.C. Section
1445((3).
5.1.18. 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 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.
5.1.19. The Property abuts a public highway or is to be conveyed together
with a permanent right of way or easement to a public highway.
5.1.20. Except for this Agreement, there are no outstanding contracts
between Seller and any other person with respect to the sale of all or any portion of the Premises.
The representations and warranties made in this Section 5.1 shall be true and complete at
Closing and shall not survive the Closing. If, prior to the Closing, Purchaser receives written
notice or obtains actual knowledge that any such representations or warranties made by Seller are
untrue, inaccurate or incorrect in any material respect, Purchaser shall give Seller prompt written
notice thereof prior to the Closing. Notwithstanding anything herein to the contrary, if Seller
discloses or Purchaser discovers a change in a condition with respect to the Premises or the
occurrence of any event or circumstance that, in each instance, makes any representation or
warranty of Seller to Purchaser set forth in this Section 5.1 materially untrue or misleading and
' 8&G NTD: To be dated prior to contract signing.
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consequently such occurrence or circumstance could have a material and adverse effect on
Purchaser’s ownership of the Premises, then, in such event, Purchaser shall be entitled to adjourn
the Closing for up to thirty (30) days to provide Seller with time within which to cure same. If
Seller fails to cure any such misrepresentation of Seller that is known to be materially untrue or
misleading prior to the Closing Date, then Purchaser, as its sole remedy for any and all such
materially untrue or misleading representations or warranties, of which Purchaser has obtained
actual knowledge prior to the Closing Date, shall elect either (a) to waive such
misrepresentations or breaches of representations and/or warranties and consummate the
transactions contemplated hereunder without any reduction of or credit against the Purchase
Price, or (b) terminate this Agreement by written notice given to Seller on or before the Closing
Date, 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.
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. 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. 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. 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
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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 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 5.3 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: (ji) 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! 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 about the Premises or the adjoining or neighboring property; (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 (x) the economic
expectations of the Premises.
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5.5. Environmental Indemnity. Purchaser shall release, indemnify, and hold
harmiess 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 laws except to the
extent caused by, related to or arising out of: (a) the willful misconduct of the Seller
Indemnified Parties; (b) breach of this Agreement by the Seller Indemnified Parties; or (c)
arising out of third-party bodily injury occurring prior to Closing. The foregoing
indemnification shall not include indemnification from, for or with respect to consequential or
punitive damages.
5.6. Possession. Subject to deterioration as set forth in Paragraph 4.2 hereof,
Seller shall deliver exclusive possession of the Premises to Purchaser, or its permitted assignee,
at Closing, in its “AS IS” condition as of the Effective Date subject to reasonable wear and tear
and casualty or condemnation as set forth herein, with no party other than Purchaser having any
possessory rights thereto and with all items within the Premises removed other than the Personal
Property.
5.7. Mortgages and Liens. Except with respect to the Funding, Purchaser
agrees that any and all mortgages and liens placed upon the Property (for the avoidance of
doubt, other than with respect to the Funding), and the monies so secured by said mortgages and
liens, shall be used exclusively towards the Project and the Pickleball Courts or as otherwise
contemplated in this Agreement, and shall not be used for any other project or development of
the Purchaser.
6. INTENTIONALLY OMITTED.
7. CLOSING COSTS AND PRORATIONS.
7.1. Seller’s Costs. Seller shall be liable for all of Seller’s costs and expenses
arising out of or in connection with the transactions contemplated by this Agreement, including,
without limitation, (i) all real property, transfer and conveyance taxes with respect to the
Property, if any; (ii) the cost to record any releases or similar documents required to satisfy the
requirements of Section 3.5; (iii) Seller’s legal fees incurred in connection with the sale of the
Premises under this Agreement; and (iv) all fees and costs to receive the Seller’s Land Use
Approvals.
7.2. Purchaser’s Costs. Purchaser shall be liable for all of Purchaser’s costs
and expenses arising out of or in connection with the transactions contemplated by this
Agreement, including, without limitation, (i) the cost to record the Deed in the Waterford Land
Records; (ii) Purchaser’s legal fees incurred in connection with the purchase of the Premises
under this Agreement; (iii) all fees and costs to satisfy the Inspections; (iv) all fees and costs to
receive the Purchaser’s Land Use Approvals; and (v) the cost of any and all searches and
examinations of title to the Premise