REAL ESTATE SALES AGREEMENT

THIS AGREEMENT ("Agreement") is entered into as of the _day of April, 2017

(the "Effective Date") by and between SHAW GROWTH VENTURES INC., lncorporated
and/or its affiliate and/or nominee, with a business address of 301 N. Broadway, Ste.
200, Jericho, NY 11753, a corporation authorized to
conduct business under the Laws of the State of Connecticut (the "Selle/') and City of
Ansonia, a municipal corporation with a mailing address of 253 Main Street, Ansonia,
Conn. 06401 (the "Buyef').

REGITAL

Whereas the Buyer has agreed to purchase from the Seller, and the Seller has
agreed to sell to Buyer, a portion of certain Real Propefi and improvernents thereon
located at 65 Main Street Ansonia, Connecticut, and certain Personal Property thereon,
allas more particularly described in Schedule "A" attached hereto, and subject to the
terms and conditions of this Agreement.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions

hereinafter set forth and other good and valurable consideration, the neceipt and
sufficiency of which are hereby expressly acknowledged, the parties hereto agree as
follows:

Article I
Definitions

For purposes of this Agreement, the following terms shall have the meanings indicated:

"Closinq" means the payment of the Purchase Price by the Buyer and the delivery of the
Closing Documents by the Seller.

"Closinq Date" means September 30,2017, or such earlier date as may be mutually
agreed upon by the parties hereto.

"Closing Documents" means alldocuments described herein which are required to be

delivered by Seller at the Closing.

"Purchase Price" means the aggregate purchase price of Three Million ($3,000,000)
Dollars, which shall be payable as provided herein.

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"PersonalPropertvl'shallmean the following items on the Real Property: all heating,
electricaland plumbing systems and fixtures, fire suppression pump controlsystems,
storage tanks, monitoring equipment, and the items, if any, attached as Schedule "8".

"Real-EIsre&" means all of the Seller's right, title and interest in any rights of way,
easements and appurtenances that may be of record, and all of the buildings, parking lot
and other improvement on the real property to be sold hereunder, being the following
property: a portion of 65 l\{ain Street, Ansonia, Connecticut. The Real Property is
sometimes referred to the "Property."

Article ll

Purchase and Sale of the Real Propertv

Section 2.01. Aqreement to Sell and Purchase Real Property and ,Personal Property.
Subject to the terms and conditions of this Agreement, on the Closing Date, the Seller
agrees to selland the Buyer agrees to purchase, the Real Property and Personal
Property for the Purchase Price defined above. lf Buyer defaults under this Agreement
and Seller is not in default, Buyer's Earnest Money Amount shall be paid over and
retained by Seller as liquidated damages and both parties shall be relieved of further
liability under this Agreernent. lf Seller defaults under this Agreement and Buyer is not in
default, Buyer, at Buyer's election, shall be entitled to a return of the Earnest Money
Deposit upon which election and payment both parties shall be relieved of further liability
under this Agreement OR may pursue any and all remedies provided by law and equity,
including, but not limited to specific performance. lf legal action is brought to enforce any
provision of this Agreement, the prevailing party shall be entitled to attorney's fees from
the non-prevailing party.

Section 2.02. Deposit.

(a) Within one (1) business day after the full execution of this Agreement, the Buyer
shall deliver to Seller's counsel, ("Escrow Agent"), a check or wire in the amount of Ten
Thousand Dollars ($10,000) (the "Deposit Amount"). The Deposit Amount shall be
reimbursed in full by the Seller to the Buyer upon the date of Closing.

Section 2.03. Payment for Real Property and Personal Property. On the Closing Date,
Buyer shall pay the Purchase Price, less the Earnest Money Amount, to the Seller's
Counsel, by wire transfer. The amount payable at the Closing for the Real Property shall
be adjusted by the apportionment as of the date of closing, in accordance with the custom
prevailing in the town or other taxing district in which the Real Property is situated, of the
following items, if applicabte: All property taxes, water, fire, fuel, water, sewer, and
service rates, if obligated to be paid by customary title procedures or by law.
 Afticle lll
Title Warranties of the Seller

Section 3.01. The Seller represents and warrants to the Buyer as follows:

(a) Existence, Due Authority. The Seller is a corporation, operating under the
auihority and obligations of the Laws of the State of Connecticut and having full power
and authority to execute and deliver this Agreement and perform his obligations under
this Agreement.

(b) Title. Seller is the sole owner of the Real Property and Personal Property, and at
Closing willconvey good and marketable title to the Real Property and Personal Property
to the Buyer, free and clear of all liens and encumbrances subject to no rights of any third
parties, tenants or others claiming possession or any other interest in the Real Property
and/or Fersonal Property.

Article lV
Closinq

Section 4.01 Date. The closing shall take place on September 30, 2017, or sooner.

Section 4.02. Pavmenl. Payment for the Real Property and Personal Property shall be
made by the Buyer on the Closing Date by wire transfer as set forth in Section 2.03
hereof. Conveyance of the Real Property and Personal Property and delivery of the other
Closing Documents required to be delivered by the Seller shall be made to the Buyer on
the Closing Date. The closing shall occur of the offices of Buyer's legal counsel.

Section 4.03. Seller Deliverables. On the Closing Date, the Seller shalldeliver to the
Buyer the following Closing Documents:

i) Full covenant Warranty Deed to the Real Property in recordable forrn;

iD Conveyance tax statements and checks in payment of applicable conveyance
taxes;
iii) Such evidence or documents as may be reasonably required by the Buyer relating
to the status and capacity of Seller and the authority of the person or persons who are
executing the various documents on behalf of Seller in connection with the sale of the
RealProperty.
iv) Affidavits with respect to mechanics liens, survey accuracy, as wellas such other
documents as reasonably may be requested by the Buyer's attorney or title insurance
company.
v) Keys to the Real Property and locks located thereon.
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 vi) Bill of Sale with warranty covenants for the Personal Property.

The Buyer shall be responsible for recording the deed at its own expense. Seller
agrees that Buyer shall not have the right to assign its rights under this Agreement

Article V
Escrow Aggnt

The Deposit Amount shall be held by Escrow Agent in escrow in a federally

insured non-interest bearing bank account untilthe Closing Date. Escrow Agent shall
pay over or apply the Deposit Amount as elsewhere provided in this Agreement.

Upon the Closing Date, absent a default by the Seller hereunder, the Deposit
Amount shall be paid by Escrow Agent to Seller on account of the Real Estate
Purchase Price. Escrow Agent shall be under no obligation to notify the Buyer of its
release of the Deposit Amount on the Closing Date.

Article Vl

Acceptance of Deed. Condition of the Premises. Seller Represqntations.

lndemnification:

(a) The acceptance of a deed and bill of sale by the Buyer, and the payment
of the purchase price therefor, shall be deemed to be a full performance and discharge
of every agreement and obligation herein contained or expressed, except such as are,
by the terms hereof, to survive the termination of this Agreement or are to be performed
after the Closing Date. The Buyer acknowledges that the Buyer has not been
influenced to enter into this transaction as a result of, and the Buyer has not relied
upon, any warranties or representations not set forth in this Agreement.

(b) Representations at to the Real Propertv;

i. The Seller represents that he is aware of easements and covenants that

appear on the record of title affecting the Real Property, and shall transfer title subject to
same.
ii. The Seller represents that it is the record owner in fee simple of the Real
Property and has good and marketable title of said Real Property.
iii. The Seller represents that the Real Property has unrestricted foot and
vehicular access to and from an approved road.
iv. The Seller has not undertaken any activity causing (i) the Property to
become a hazardous waste treatment, storage or disposalfacility within the meaning of,
or otherwise bring the Property within the ambit of, the Resource Conservation and
Recovery Act of 1976,42 U.S.C. 56901 et. seq.. as amended ("RCRA), or any similar
federal, state or local laws or regulations, (ii) a release or threatened release of
hazardous waste from the Property within the ambit of the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. $9601 et.
seq., as amended ("CERCLA) or the Toxic Substances ControlAct, 15 U.S.C. 52601
et. seq., as amended ('TSCA), or any similar federal, state or local laws and
regulations, or (iii) the discharge of pollutants or effluents into any water source or
system, or the discharge into the air of any emissions, which would require a permit
under the Federal Water Pollution ControlAct, 33 U.S.C. S1251 et. Qgg." as amended
(FWPCA), or the Clean Air Act, 42 U.S.C. 57401, et._gg!L as amended ("CA41,
respectively, or any similar federal, state or local laws or regulations. Seller is unaware
of any facts and circumstances that would cause the transfer of the Real Property to be
subject to compliance with the Connecticut Property Transfer Act;
vi.
The Seller has entered into no other contract nor right of first refusal to sell,
option, lease or mortgage the Real Property, or any portion thereof.
vii.
No judgments, liens, actions or proceedings are pending against Seller in
any court, and it is not threatened with any suit, actlon, arbitration or administrative
proceeding. No such action will be outstanding at the time of the closing against the Seller
or the Real Property.
viii.
The Seller agrees that throughout the period between the date of this
Contract and the closing of title, Seller shall maintain the Real Property covered by this
Contract in its usual and normal condition, including the cutting of grass and the plowing
of snow, where applicable.
ix.
Seller will maintain adequate liability, fire and hazard insurance on the Real
Property (and buildings located on the property) frorn the date hereof untiland including
the date of closing of title hereunder.
x.
The Buyer shall have exclusive possession of the Property as of the date of
closing. The Property shallbe delivered broom clean and alldebris, equipment and all
tenants and/or Seller personal property wherever located will be removed from the
Property.

(c) Representations at to the Personal Property and Business

i. Seller will operate and maintain the property until the Closlng Date in the
regular course.
ii. All federal, state, local and foreign tax returns and tax reports including,
without limitation, income, profits, franchise, sales, property, unemployment, payroll if
applicable, and excise tax returns and reports andior any other applicable tax returns
and reports, if any, Seller is required to file have been filed with the appropriate
governmental agencies in alljurisdictions in which such returns and reports are required
to be filed and all tax returns due to be filed through the Closing Date will be so filed,
and allthe foregoing are or will be true, accurate and complete, and alltaxes shown or

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to be thereon, including any interest or penalties, have been or will be paid in full.
iii.
Seller has not entered into any materialcontracts which have not been
disclosed in writing as an exhibit to this Contract.
iv.
The Seller has not voluntarily filed any, nor is subject to an involuntary,
bankruptcy petition.
v.
The Seller is the owner of the personal property described in Schedule "B"
free and clear of all liens, security interests or other encumbrances and that the
personal propefi shall be insured up until the closing of title.

(d)
Indemnification - Seller agrees to hold the Buyer, and its Aldermen,
directors, officers, managers, members, employees, representatives, affiliates,
agencies and all of their respective successors and assigns ("Buyer Indemnitees") free
and harmless from any and allclaims made by any creditor, customer, client of Seller,
or any other third party, with regard to any and all services on business dealings Sellen
had with said creditors, customers, client of Seller, or any other third party, prior to the
Closing Date, or any use, misuse, operation, maintenance, repair of the Real Property
or Pensonal Property or other act or omission by Seller prior to closing date andlor
resultlng from any breach of representation or warranty made by Seller in this
Agreernent. Seller agrees to provide Buyer at the time of closing with a signed affidavit
stating that there are no existing creditors or claimants, client of Seller, or any other
third party regarding the assets to be transferred hereunder, except as specifically
provided in the affidavit and that adequate provisions have been made for any liability.

Seller further represents and guaranties that there are no undisclosed liabilities,
demands or claims contingent or othenruise, which are pending or may be brought or
made against the assets herein being conveyed or against any Buyers lndemnitees as
a result of its purchase of the Real Property and/or Personal Property nor does Seller
know the basis of the assertion of any claim or demand against the assets herein
transferred of any nature or of any amount as a result of Seller's operation and conduct
of the Business.

Without limiting the generality of the foregoing provisions of this Section 1 1(d),
the parties further agree that in the event that any Buyers lndemnitees shall be held
liable as a result of any actions, inactions, claims, damages, suits, proceedings,
demands, assessments, judgment, costs and/or incur any expense or expenses
incidentalthereto made or assessed against any Buyers'lndemnitees as a result of
the business activities of the Seller prior to the Closing Date, that Seller shall defend,
indernnify and hold Buyers' lndemnitees free and harmless from the payment of any
such clalm(s) and all expenses or costs including counsel fees, defense fees and lien
removalfees, which shall be incurred as a result therefrom.

(e) The transaction contemplated in this Agreement is a purchase of the Real

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 Property and Personal Property only. Buyer is not purchasing any other portion of the
Seller's and Buyer shall not assume or be obligated to pay, perform or discharge, nor
shall Buyer be responsible, directly or indirectly, for any debt, liability, contract or
obligation whatsoever of Seller whether absolute or contingent, direct or indirect,
incurred or payable by Seller or any other person, whether arising on or before the
Closing Date, and without regard to whether such liability, claim, damages, obligation,
debt, contract or obligation is known, knowable or unknown, arising in tort, contract or
othenarise, including, but not limited to any accounts payable, taxes, notes, contracts,
agreements, claims, litigation, judgments, settlements, obligations or any other
liabilities of whatever kind or nature of seller of any kind whatsoever.

Article vll
Buver's continqencies
Buyer's obligations hereunder are subject to and contingent upon:

(b) EXCEPTIONS TO TITLE. The premises will be conveyed to and accepted by the
Buyer subject to:

(i)
Zoning and building regulations and any and all provisions of any
ordinance, governmental regulation and public or private law affecting said premises,
provided there are no violations thereof at the time of closing.
(ii)
Taxes, not delinquent as of the time of closing of the Town and any other
taxing district in which the premises are situated, on the cunrent Grand List, which taxes
the Buyer assumes and agrees to pay as part of the consideration of the deed.
(iii)
Any riparian rights of others in any stream or body of water adjoining or
passing through said
premises.
(iv)
All encumbrances, liens, or exceptions to title as set forth in Schedule 'A"
hereof.
(v)
Any and all assessments or pending assessments, which may, after the
date of execution of this agreement by the Buyer, be assessed, levied or imposed against
or become a lien upon the premises or any part thereof.
(vi)
Tidal-wetlands, inland-wetlands and watercourse statutes, ordinances, rules
and regulations, both localand state.
(vii)
Public improvement assessments, and/or any unpaid installments thereof,
which assessments and/or installments become due and payable after the date of the
delivery of the deed, which assessments and/or installments the Buyerwill assume and
agree to pay as part of the consideration for the deed.

(c). TITLE DEFECT. lf a title search by the Buyer prior to the closing discloses that the
title does not conform to the provisions of Paragraph 8 hereof, the Buyer shall deliver
notice thereof to the Seller prior to the closing. The Seller shall in good faith seek to

{01012065 DOC Vq. I }3/28/2017

perfect the title, and shall have the right, on written notice to the Buyer on or before the
closing date, to an adjournment of the closing for a period not exceeding thirty (30) days
within which to pefiect title. lf the Seller shall be unable to convey title to the Buyer at the
closing, or the adjourned closing, in accordance with the terms of this contract, the Buyer
shall have the option ot

(i)
Closing the transaction on the terms herein provided and accepting, in full
satisfaction of the Seller's obligation hereunder, such title as the Seller can cor'rvey,
subject to such defects; or
(ii)
Canceling this contract, in which event the Seller shall refund to the Buyer
all payments made on the purchase price together with the reasonable expenses paid or
incurred by the Buyer for examination of the title not to exceed $750.00 and neither party
shall have any further liability under this Contract and the same shall become null, void
and of no effect.

(d) ALDERMEN ACTION. The sale is contingent upon the approval of the purchase by
the Aldermen of the City of Ansonia and by any agencies as required by the Charter of
the City of Ansonia, as amended.

(e) FEDERAL FINANCING. The purchase is contingent upon the Buyer obtaining
financing by the United States department of Agriculture (USDA) Rural Development
Loan.

Article Vlll
Miscellaneous

Section 8.01. Entire Agreement. This Agreement constitutes the entire agreement
between the Seller and the Buyer with respect to the purchase of the Real Property,
and supersedes allother prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof.

Section 8.02. Governing Law. This Agreement and the rights and obligations
hereunder shall be governed by and construed in accordance with the laws of the State
of Connecticut, without regard to principles of conflicts of law.

Section 8.03. Brokers. Buyer and Seller each represent to the other that neither has
engaged any broker, entered into an agreement or other contract or otherwise
negotiated or dealt with a broker in connection with the Real Property.

The representations and obligations under this Paragraph shall survive the delivery of
the deed or, if the sale of the Real Property does not occur, the termination of this
Agreement.

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 Section 8.04. Amendment. No amendment or other modification of this Agreement
shall be effective except pursuant to a written agreement executed by the duly
authorized representatives of the parties hereto.

Section 8.05. Notices. No notice or other communication shall be deemed given

unless sent in any of the manners, and to the persons, specified in this paragraph. All
notices and other communications hereunder shall be in writing and shall be deemed
given (a) upon receipt if delivered personally or (b) if mailed by registered or certified
mail, at noon on the date after dispatch, if sent by overnight courier on the day of
delivery, or upon the completion of transmission (which is confirmed by telephone or by
a statement generated by the transmitting machine) if transmitted by facsimile which
provides immediate or near immediate transmission to compatible equipment in the
possession of the recipient, in any case to the parties at the following addresses or
facsimile numbers (or at such other address or facsimile number for a pafi as will be
specified by like notice):

lf to Buyer: SHAW GROWTH VENTURES INC,,

301 N. Broadway, Ste.200, Jericho, NY '11753

With a copy to:

if to the Seller:

City of Ansonia
253 Main Street
Ansonia, CT 06401

With a copy to: John P. Marini, Esq.

Corporation counsel
City of Ansonia
253 Main Street
Ansonia, CT 06401

Section 8.06. Beneficiaries. Nothing in this Agreement, express or implied, is intended

to or shall confer upon any other person any legal or equitable rights, benefits, claims or
remedies of any nature whatsoever or by reason of this Agreement or any provisions
contained herein, it being the intention of the parties hereto that this Agreement, the
obligations and statements of responsibilities hereunder, and allother conditions and

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 provisions hereof are for the sole and exclusive benefit of the Seller and the Buyer, and
their successors and permitted assigns, and for the benefit of no other person.

Section 8.07 Expenses. Except as otherwise provided in this Agreement, each party
hereto agrees to pay all costs, fees and expenses which it has incurred in connection
with or incidentalto the matters contained in this Agreement, including without limitation
any fees and disbursements to its accountants and counsel.

Section 8.08. Survival. All representations and warranties made the Seller and Buyer
pursuant to this Agreement shall be true and accurate both on the effective date and
closing date and survive the consummation of the transaction contemplated herein.

Section 8.09 Counterparts This Agreement may be executed in any number of identical
counterparts, which, taken together, shallconstitute collectively one (1) agreement; in
making proof of this Agreement, it shall not be necessary to produce or account for
more than one such counterpart with each party's signature. The parties further agree
that an executed facsimile or portable document format (PDF) counterpart shall
constitute a binding signature and agreement and shall be treated as an original
document.

Section 8.10 Risk of Loss or Damaqe All risk of loss or damage to the Real Property,
and/or any assets by fire, theft, or other casualty until the closing of title shall be on the
Seller and in the event of loss of damage in excess of $5,000.00 which is not repaired or
replaced prior to closing, Buyer shall elect either to:
a.
Receive any insurance payable on account of such damage and
take title; or
b.
Rescind this agreement and receive back any amounts paid on
account or by way of deposit in which event all rights under this Contract shall terminate.

WHEREFORE, the parties hereto have executed and delivered this Agreement
as of the date first written above.

BUYER:
City of Ansonia

By: David Cassetti

Mayor, City of Ansonia

Date:

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