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 lNC., 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 "Selled') and City of
Ansonia, a municipal corporation with a mailing address of 265 Main Street, Ansonia,
Conn. 06401 (the "Buyef').

REGITAL

Whereas the Buyer has agreed to purchase from the Seller, and the Seller has
agreed to sellto Buyer, a fifty percent (50%) interest in the parking lot that is contained on
a portion of certain Real Property and improvements thereon located at the parking lot of
65 Main Street Ansonia, Connecticut, all as 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 valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, the parties hereto agree as
follows:

Article I

Purchase and Sale of the Real Prgpertv

Section 1.01. Aqreement to Sell and Purchase Real Property.

Subject to the terms and conditions of this Agreement, on the Closing Date, the Seller
agrees to selland the Buyer agrees to purchase a fifty percent (50%) interest in the
parking lot that is contained on a portion of certain Real 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 Agreement. 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 1.02. Payment for Real Property. On the Closing Date, Buyer shall pay the
Purchase Price of One Dollar ($1.00) to the Seller's Counsel, by wire transfer. The
amount payable at the Closing for the Real Property shall be adjusted by the

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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
applicable: Allproperty taxes, water, fire, fuel, water, sewer, and service rates, if
obligated to be paid by customary title procedures or by law.

Article ll
Title Warranties of the Seller

The Seller represents and warrants to the Buyer as follows:

(a) Existence. Due Authori_tv. The Seller is a corporation, operating under the
authority 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 at Closing will convey good
and marketable title to the Real 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.

Article lll
Glosins

Section 3.01 Date,. The closing shall take place on September 30, 2017, or sooner.

Section 3.02. Payment. Payment for the Real Property shall be made by the Buyer on
the Closing Date by wire transfer as set forth in Section 1.02 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 3,03. 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 form;

ii) Conveyance tax statements and checks in payment of applicable conveyance
taxes;
iiD 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
Real Property.
iv) Affidavits with respect to mechanics liens, survey accuracy, as well as such other
documents as reasonably may be requested by the Buyer's attorney or title insurance

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 company.
v) Keys to the Real Property and locks located thereon.
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 IV

Easement. The Buyer and Seller agree to execute an Easement whereby the Buyer
shall have the right to access to the entire parking lot and shall be allowed to designate
one-half of the parking spaces for the exclusive use of the Buyer. The Easement shall
include the right by the Buyer to charge for the use of the designated parking spaces.
ln addition, the Easement shall include the right for the Buyer to construct a parking
ramp on a portion of the lot for its exclusive use.

Article V

Maintenance and Taxes. The Buyer and Seller shall agree in writing that the Buyer
shall be solely responsible forth maintenance, cleaning and repair of the entire parking
lot. The Seller shall agree pay any and all real estate taxes that shall be assessed
against its 50% ownership of the parking lot"

Article Vl

Acceptance of Deed. Condition of the Premises. Sellen Representations.

lndernnification:

(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 as to the Real Property;

i.
The Seller represents that he is aware of easements and covenants that
appear on the record of title affecting the Real Property, and shalltransfer title subject to
same.
ii.
The Seller represents that it is the record owner in fee simple of the Real

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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 othenvise bring the Property within the ambit of, the Resource Conservation and
Recovery Act of 1976,42 U.S.C. $6901 et. seg- 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. $1251 et. slg* as amended
(FWPCA), or the Clean Air Act, 42 U.S.C. $7401, et. seq., as amended ("CAA),
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;
v.
The Seller has paid all real estate taxes, municipal assessments, if any, and
like taxes and the same are current as of the date of this Contract and shall remain
current to the date of closing of title.
vi.
The Seller has entered into no other contract nor right of first refusal to sell,
option, Iease or mortgage the Real Property, or any portion thereof.
vii.
lrlo judgments, liens, actions or proceedings are pending against Seller in
any court, and it is not threatened with any suit, action, arbitration or administrative
proceeding. No such action will be outstanding at the time of the closing against the Seller
or ihe 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.
Sellerwillmaintain adequate liability, fire and hazard insurance on the Real
Property (and buildings located on the property) from the date hereof until and 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 shall be delivered broom clean and alldebris, equipment and all
tenants and/or Seller personal property wherever located will be removed from the
Property.

(c) Repres_entations by the Seller

i. Seller will operate and maintain the property until the Closing Date in the

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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 and/or 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 all the foregoing are or will be true, accurate and complete, and all taxes shown or
to be thereon, including any interest or penalties, have been or will be paid in full.
iii.
Seller has not entered into any material contracts 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.

(d)
lndemnification - 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 lndemnitees") free
and harmless from any and all claims made by any creditor, customer, client of Seller,
or any other third party, with regard to any and all services or business dealings Seller
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 Personal Property or other act or omission by Seller prior to closing date and/or
resulting from any breach of representation or warranty made by Seller in this
Agreement. 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 11(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,
indemnify and hold Buyers' lndemnitees free and harmless from the payment of any

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 such Glaim(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
Property and Personal Property only. Buyer is not purchasing any other poftion 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
otherwise, including, but not limited to any accounts payable, taxes, notes, contracts,
agreements, claims, litigation, judgments, settlements, obligations or any other
Iiabilities 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:

(a) INSPECTION. The Buyer shall have until September 30, 2017, to complete the
property inspection. The Buyer shall notify the Seller by September 30, 2017, that they
are not satisfied with the results of the inspection and that they wish to terminate the
Agreement. Should the Buyer not issue such notice, the Seller shall assume that the
Buyer is satisfied with the condition of the property.

(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 current 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)
Allencumbrances, 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

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and regulations, both localand state.
(vii)
Public improvement assessments, andlor any unpaid installments thereof,
which assessments and/or installments become due and payable after the date of the
delivery of the deed, which assessments andlor installments the Buyer will 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 shalldeliver
notice thereof to the Seller prior to the closing. The Seller shall in good faith seek to
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 perfect 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 of:

(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 convey,
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 may be contingent upon the Buye/s
approval of financing by the United States department of Agriculture (USDA) Rural
Development Loan.

(0 PURCN-{ASE OF 65 MAIN STREET. Buyer's Purchase may be contingent on the

Buyer's purchase of additional property at 65 Main Street, as set forth in Schedule "B."

Article Vlll
Miscellaneous

Section 8.01. Entire Aoreement. This Agreement constitutes the entire agreement
between the Seller and the Buyer with respect to the purchase of the Real Property,

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and supersedes all other prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof.

Section 8.02. Governins 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 Selter each represent to the other that neither has
engaged any broker, entered into an agreement or other contract or othenrlise
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.

Section 8.04. Amendmenl. 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. AII
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 party 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
265 Main Street
Ansonia, CT 06401

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as of the date first written above.

BUYER:
City of Ansonia

By: David Cassetti

Mayor, City of Ansonia

Date:

Seller
SHAW GROWTH VENTURES INC.,

By:
Its:

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 SCHEDULE'A'

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SCHEDULE "B'

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